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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SFX BROADCASTING, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3649750
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
150 EAST 58TH STREET, 19TH FLOOR
NEW YORK, NEW YORK 10155
(Address of Principal Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of effective registration of a class of debt
debt securities and is upon filing securities and is to become effective
pursuant to General Instruction A(c)(1) simultaneously with the effectiveness
please check the following box. [ ] of a concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box.[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be so Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
CLASS B WARRANTS
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereunder are Class B Warrants (the
"Warrants") of SFX Broadcasting, Inc., a Delaware corporation (the "Company").
The Warrants were issued by Multi-Market Radio, Inc. ("MMR") pursuant to that
certain Warrant Agreement dated March 23, 1994 by and among MMR, American
Stock Transfer & Trust Company, as warrant agent, D.H. Blair Investment
Banking Corp. and Americorp Securities, Inc. and were subsequently assumed by
the Company pursuant to that certain Assumption of Warrants, dated as of
November 22, 1996, executed by the Company. ChaseMellon Shareholder Services,
L.L.C., the Company's transfer agent, has assumed the rights, duties and
obligations of the warrant agent under the Warrant Agreement.
Each Warrant entitles the registered holder to purchase .2983 shares
of the Company's Class A Common Stock at a price of $11.50 (the "Warrant
Exercise Price"), a per share exercise price of $38.55, subject to adjustment,
from the date of issuance until March 22, 1999 (the "Warrant Expiration
Date").The Warrants may be exercised upon surrender of the certificates
therefor on or prior to the expiration or redemption date at the offices of
the Company's warrant agent with the "Subscription Form" on the reverse side
of the certificates filled out and executed as indicated, accompanied by
payment of the full exercise price for the number of Warrants being exercised.
The Warrants are subject to redemption by the Company at $.01 per
Warrant on 30 days' prior written notice provided the average trading price of
the Class A Common Stock exceeds $53.64 per share, subject to adjustment, for
20 consecutive trading days ending within 5 days of the notice. However, the
Warrants underlying the Unit Purchase Options issued by MMR to certain of its
underwriters and assumed by the Company may not be redeemed by the Company
unless at the redemption date the Unit Purchase Options have been exercised
and the underlying warrants are outstanding. Holders of Warrants will
automatically forfeit their rights to purchase the shares of Class A Common
Stock issuable upon exercise of the Warrants unless the Warrants are exercised
before they are to be redeemed. All of the outstanding Warrants of a class,
except for those underlying the Unit Purchase Options, must be redeemed if any
portion of that class are to be redeemed. A notice of redemption will be mailed
to each of the registered holders of the Warrants no later than 30 days before
the date fixed for redemption. The notice of redemption shall specify the
redemption price, the date fixed for redemption, the place where the warrant
certificates shall be delivered and the date of expiration of the right to
exercise the Warrants.
The Warrants contain provisions that protect the holders thereof
against dilution by adjustment of the Warrant Exercise Price and shares
issuable upon exercise in certain events, such as stock dividends, stock
splits, mergers, sales of all or substantially all of the Company's assets at
less than the market value, sales of stock below market price and other
unusual events.
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The Warrant Exercise Price may be reduced and the Warrant Expiration
Date may be extended upon notice to the holders of the Warrants.
The Company is not required to issue fractional Warrants upon
adjustment or fractional shares of Class A Common Stock upon exercise of the
Warrants. In lieu thereof, an amount of cash equal to the same fraction of the
then current market value of a share of Class A Common Stock or a Warrant, as
the case may be, may be paid. No adjustment as to dividends will be made upon
any exercise of Warrants.
The ownership of a Warrant does not entitle the holder thereof to any
of the rights of holders of shares of Class A Common Stock or of any other
class of Common Stock of the Company.
As of January 3, 1997, there were approximately 746,660 Warrants
outstanding.
Item 2. Exhibits.
1. Amended and Restated Agreement and Plan of Merger among SFX Broadcasting,
Inc., SFX Merger Company and Multi-Market Radio, Inc. dated April 15,
1996 and as amended on May 6, 1996, July 30, 1996 and September 30, 1996
(Composite version incorporated by reference to Annex B of the Joint
Proxy Statement/Prospectus included in the Registration Statement on Form
S-4 of SFX Broadcasting, Inc. (Commission File No. 333-13337) filed with
the Securities and Exchange Commission on October 3, 1996).
2. Warrant Agreement, dated as of March 23, 1994, by and among Multi-Market
Radio, Inc., American Stock Transfer & Trust Company, as warrant agent,
and certain underwriters (Incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to the Registration Statement on Form SB-2 (Commission
File No. 33-74526) filed by Multi-Market Radio, Inc. with the Securities
and Exchange Commission on March 18, 1994).
3. Assumption of Warrants, dated as of November 22, 1996, executed by SFX
Broadcasting, Inc. (Incorporated by reference to Exhibit 4.6 to the Form
8-K of SFX Broadcasting, Inc. (Commission File No. 0-22486) filed with
Securities and Exchange Commission on November 27, 1996).
4. Agreement regarding assumption of duties of warrant agent, dated as of
November 22, 1996, by and among SFX Broadcasting, Multi-Market Radio,
Inc., American Stock Transfer and Trust Company, D.H. Blair Investment
Banking Corporation, Americorp Securities, Inc. and ChaseMellon
Shareholder Services, L.L.C.
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5. Unit Purchase Options, dated as of March 23, 1994 (Incorporated by
reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement
on Form SB-2 (Commission File No. 33-74526) filed by Multi-Market Radio,
Inc. with the Securities and Exchange Commission on March 18, 1994).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SFX BROADCASTING, INC.
Date: January 8, 1997 By: /s/ Howard J. Tytel
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Howard J. Tytel
Secretary
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AGREEMENT
AGREEMENT, dated as of this 22nd day of November, 1996, by and among,
SFX Broadcasting, Inc., a Delaware corporation ("SFX"), Multi-Market Radio,
Inc., a Delaware corporation ("MMR"), American Stock Transfer & Trust Company
("American Stock"), D.H. Blair Investment Banking Corporation, a New York
corporation ("Blair"), Americorp Securities, Inc., a Delaware corporation
("Americorp"), and ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon").
W I T N E S S E T H
WHEREAS, pursuant to that certain Warrant Agreement, dated
as of March 23, 1994 (the "Warrant Agreement"), by and among MMR, American
Stock, Blair and Americorp, MMR issued an aggregate of 2,000,000 Class A
Warrants and 2,000,000 Class B Warrants, each of which entitled the holder to
purchase one share of Class A Common Stock, par value $.01 per share (the "MMR
Class A Common Stock"), of MMR at an exercise price of $7.75 and $11.50,
respectively (the Class A Warrants and the Class B Warrants are collectively
referred to as the "Warrants");
WHEREAS, the Warrant Agreement provides that American Stock act as
Warrant Agent (sometimes referred to therein as "Transfer Agent") for the
Warrants
WHEREAS, pursuant to that certain Amended and Restated Agreement and
Plan of Merger, dated as of April 15, 1996, as amended (the "Merger
Agreement"), by and among SFX, SFX Merger Company, a wholly-owned subsidiary
of SFX ("Acquisition Sub"), and MMR, on November 22, 1996, Acquisition Sub
merged (the "Merger") with and into MMR and, as a result, MMR became a
wholly-owned subsidiary of SFX;
WHEREAS, pursuant to Section 9(c) of the Warrant Agreement, SFX
executed and delivered to American Stock an Assumption of Warrants, dated as
of November 22, 1996 (the "Warrant Assumption"), wherein SFX assumed the
obligations, rights and duties of MMR contained in the Warrants;
WHEREAS, pursuant to the Warrant Assumption, each Warrant is
exercisable for .2983 shares of the Class A Common Stock, $.01 par value per
share ("SFX Class A Common Stock"), of SFX and the per share exercise price
for the shares of SFX Class A Common Stock issuable upon the exercise of each
Class A Warrant and Class B Warrant is $25.98 and $38.55, respectively (such
warrants are hereinafter referred to as "Assumed Warrants"); and
WHEREAS, the parties to this Agreement desire that ChaseMellon act as
Warrant Agent for the Assumed Warrants.
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NOW, THEREFORE, intending to be legally bound, the undersigned hereby
agree that ChaseMellon shall hereby assume the rights, obligations and duties
of Warrant Agent (or, as such is from time to time described in the Warrant
Agreement, the Transfer Agent), as described in the Warrant Agreement, with
respect to the Assumed Warrants and that American Stock will be released from
all obligations and duties of Warrant Agent or Transfer Agent under the
Warrant Agreement with respect to the Assumed Warrants.
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IN WITNESS WHEREOF, the undersigned have caused this instrument to be
signed by their duly authorized officers this 22nd day of November, 1996.
SFX BROADCASTING, INC.
By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President and Secretary
MULTI-MARKET RADIO, INC.
By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President and Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
D.H. BLAIR INVESTMENT CORPORATION
By: /s/ Martin A. Bell
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Name: Martin A. Bell
Title: Vice Chairman
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AMERICORP SECURITIES, INC.
By: /s/ Thomas Yessman
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Name: Thomas Yessman
Title: Vice President
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ James E. Hagan
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Name: James E. Hagan
Title: Vice President
