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Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SFX BROADCASTING, INC.
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(Name of issuer)
Class A Common Stock, par value $.01 per share
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(Title of class of securities)
784174 AA 2
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(CUSIP number)
Robert F.X. Sillerman
150 East 58th Street
New York, New York 10155
(212) 980-4450
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 22, 1996
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(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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13D
CUSIP NO. 784174 AA2 PAGE 2 OF 5 PAGES
<S> <C> <C>
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1. NAME OF REPORTING PERSON ROBERT F.X. SILLERMAN
S.S. OR I.R.S ID NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF 7. SOLE VOTING POWER 1,839,638
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED ------------------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER 1,839,638(1)
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,839,638
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8%
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14. TYPE OF REPORTING PERSON IN
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(1) After giving effect to the assumed conversion of the 1,024,169 shares of
Class B Common Stock, par value $.01 per share (the "SFX Class B Common
Stock") beneficially owned by Mr. Sillerman into shares of Class A Common
Stock, par value $.01 per share (the "SFX Class B Common Stock").
Page 2 of 5 pages
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Amendment No. 2
to the statement on Schedule 13D (the "Statement") relates is the Class A
Common Stock, par value $.01 per share (the "SFX Class A Common Stock"), of
SFX Broadcasting, Inc., a Delaware corporation (the "Company"). The name and
address of the principal executive offices of the Company is SFX Broadcasting,
Inc., 150 East 58th Street, 19th Floor, New York, New York 10155.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reference is made to Item 4 of this Amendment No. 2 which is incorporated
herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION
The transactions reported in this Amendment No. 2 of this statement on
Schedule 13D are (i) the consummation of the merger (the "Merger"), among the
Company, SFX Merger Company and Multi-Market Radio, Inc. ("MMR"), (ii) the
approval by the shareholders of the Company of the issuance to Sillerman
Communications Management Company ("SCMC"), a company controlled by Mr.
Sillerman, of warrants to purchase 300,000 shares of SFX Class A Common Stock
and (iii) the transfer of 20,881 shares of SFX Class B Common Stock to Mr.
Sillerman pursuant to a agreement (the "Pledge Agreement") between Mr.
Sillerman and Mr. Morrow, the Chairman of the Board of Directors of MMR.
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated
as of April 15, as amended, among the Company, SFX Merger Company and MMR, on
November 22, 1996, SFX Merger Company was merged with and into MMR, and MMR
thereby became a wholly-owned subsidiary of the Company. As a result of the
Merger, each issued and outstanding share of Class A Common Stock of MMR, par
value $.01 per share (the "MMR Class A Common Stock") and Series B Convertible
Preferred Stock of MMR, par value $.01 per share (the "MMR Series B Preferred
Stock"), was converted into .2983 shares of SFX Class A Common Stock, and each
issued and outstanding share of Class B Common Stock of MMR, par value $.01
per share (the "MMR Class B Common Stock") and Original Preferred Stock of
MMR, par value $.01 per share, was converted into .2983 shares of SFX Class B
Common Stock, which has ten votes per share on most matters.
In addition, the Company has assumed the outstanding options and warrants
of MMR under the same terms and conditions set forth in such option and
warrant agreements, except that (i) such options or warrants shall be
exercisable for that number of whole shares of SFX Class A Common Stock equal
to the product of the number of MMR Class A Common Stock covered by the option
or warrant immediately prior to the consummation of the Merger (the "Effective
Time") multiplied by .2983 and (ii) the exercise price per share of such SFX
Class A Common Stock of such assumed option or warrant shall be equal to the
quotient determined by dividing the exercise price per share of MMR Class A
Common Stock specified for such warrant of option under the applicable
agreement immediately prior to the Effective time by .2983, rounding the
resulting exercise price down to the nearest whole cent.
At the Effective Time, (i) the 257,000 shares of MMR Class A Common
Stock, beneficially owned by Mr. Sillerman, (ii) the 80,000 shares of MMR
Series B Preferred Stock owned by Mr. Sillerman and (iii) the 493,334 shares
of MMR Class B Common Stock owned by Mr. Sillerman were converted into 76,663
shares of SFX Class A Common Stock, 23,864 shares of SFX Class A Common Stock
and 147,161 shares of SFX Class B Common Stock, respectively.
On November 22, 1996, the shareholders of the Company approved the
issuance to SCMC of warrants to purchase 300,000 shares of SFX Class A Common
Stock, which are
Page 3 of 5 pages
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immediately exercisable at an initial exercise price of $33.75. Such warrants
were issued pursuant to an agreement between the Company and SCMC, dated April
15, 1996, as partial consideration for SCMC terminating its financial
consulting arrangement with the Company and assigning to the Company its
rights to receive certain fees for consulting and marketing services payable
by MMR and another publicly-held radio broadcasting company.
As a result of the Merger, Mr. Sillerman also received 20,881 shares of
SFX Class B Common Stock pursuant to the Pledge Agreement. The Pledge
Agreement provided that Mr. Sillerman receive 53.846% of any consideration
received by Mr. Morrow in connection with the transfer of his MMR Class B
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As of November 22, 1996, following the Effective Time, there
were approximately 8,063,049 shares of SFX Class A Common Stock outstanding.
After giving effect to the conversion of all shares of SFX Class B Common
Stock beneficially owned by Mr. Sillerman, there would have been 9,127,985
shares of SFX Class A Common Stock outstanding. The percentages reported in
this Amendment No. 2 have been rounded to the nearest one-tenth of a percent.
Mr. Sillerman beneficially owns 1,839,638 shares of SFX Class A Common
Stock, or approximately 18.8%, of the outstanding shares of SFX Class A Common
Stock, after giving effect to the assumed conversion of the 1,024,169 shares
of SFX Class B Common Stock beneficially owned by Mr. Sillerman into shares of
SFX Class A Common Stock, through his beneficial ownership of (i) 19,986
shares owned directly by Mr. Sillerman, (ii) 47,728 shares issued to Mr.
Sillerman and 23,864 shares issued to SCMC which are held in escrow but in
respect of which Mr. Sillerman and SCMC, respectively, retain the power to
vote, (iii) 48,010 shares owned of record by SCMC, (iv) 75,881 shares which
may be acquired pursuant to the exercise of options which have vested or will
vest in 60 days, (v) 600,000 shares issuable upon the exercise of the warrants
issued to SCMC and (vi)1,024,169 shares issuable upon the assumed conversion
of the SFX Class B Common Stock. Mr. Sillerman has the sole power to vote or
to direct the vote and sole power to dispose or direct the disposition of all
such 1,839,638 shares.
Voting Power
Since the Company's inception in 1993, Mr. Sillerman has beneficially
held a majority of the Company's combined voting power. As of the date hereof,
Mr. Sillerman beneficially owns 815,638 shares of SFX Class A Common Stock and
1,024,169 shares of SFX Class B Common Stock which represents approximately
57.0% of the combined voting power of the Company's outstanding voting
securities with respect to most matters. The shares of SFX Class B Common
Stock are entitled to ten votes per share on most matters.
Page 4 of 5 pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set
forth in this Amendment No. 2 is true, complete and correct.
Date: February 24, 1997
/s/ Robert F.X. Sillerman
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Robert F.X. Sillerman
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