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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 1997 (May 30, 1997)
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SFX BROADCASTING, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-22486 13-3649750
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
150 East 58th Street, 19th Floor, New York, New York 10155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 407-9191
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Stations in Pittsburgh
On May 30, 1997, SFX Broadcasting, Inc. (the "Company") acquired radio
stations WDVE-FM, WXDX-FM, WJJJ-FM and WDSY-FM, each of which serves the
Pittsburgh, Pennsylvania market, from Secret Communications Limited Partnership
("Secret Communications"), a privately-held partnership, for a payment of
$127,500,000. The purchase price was determined by arms-length negotiations
between the parties. The purchase price was financed from borrowings under the
Company's credit agreement. The foregoing description of the terms of the
acquisition does not purport to be complete and is qualified in its entirety by
reference to the acquisition agreement relating to the Pittsburgh stations, a
copy of which is attached hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The required financial statements will be filed no later than 60 days
from the date this Form 8-K was required to be filed.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed no later
than 60 days from the date this Form 8-K was required to be filed.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of October 15, 1996, between
Secret Communications Limited Partnership and SFX Broadcasting,
Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K
of SFX Broadcasting, Inc. (Commission File No. 0-22486) filed
with the Securities and Exchange Commission on October 30, 1996).
2.2 Amendment No. 1, dated as of January 21, 1997, to the Asset
Purchase Agreement, dated as of October 15, 1996, between Secret
Communications Limited Partnership and SFX Broadcasting, Inc.
(incorporated by reference to Exhibit 10.52 to the Form 10-K of
SFX Broadcasting, Inc. (Commission File No. 0-22486) for the
fiscal year ended December 31, 1996).
2.3 Amendment No. 2, dated as of April 1, 1997, to the Asset Purchase
Agreement, dated as of October 15, 1996, between Secret
Communications Limited Partnership and SFX Broadcasting, Inc.
(incorporated by reference to Exhibit 2.3 to the Form 8-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486) filed with the
Securities and Exchange Commission on April 15, 1997).
99.1 Press release, dated June 5, 1997, of SFX Broadcasting, Inc.
announcing the acquisition of radio stations in Pittsburgh,
Pennsylvania.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
SFX BROADCASTING, INC.
By: /s/ Thomas P. Benson
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Name: Thomas P. Benson
Title: Vice President and Chief
Financial Officer
Date: June 13, 1997
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Exhibit 99.1
(SFX-BROADCASTING)(SFXBA) SFX Broadcasting completes acquisition of 4
Pittsburgh stations from Secret Communications
NEW YORK---June 5, 1997--SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has completed its acquisition of WDVE-FM, WXDX-FM, WJJJ-FM
and WDSY-FM serving the Pittsburgh market. This transaction represents the
second and final part of SFX' acquisition of radio stations in the Indianapolis
and Pittsburgh markets from Secret Communications. WDSY-FM is currently under
contract to be swapped for radio station WRFX-FM in Charlotte from EZ
Communications.
Commenting on the transaction, Robert F.X. Sillerman, Executive
Chairman of SFX Broadcasting, Inc., said, "We are very excited about the
addition of this powerful station group in Pittsburgh, which together with
stations WVTY-FM and WTAE-AM to be acquired from Hearst Broadcasting Group,
will represent the number one revenue ranked group in that market. We continue
our acquisition strategy of acquiring successful properties, notably with WDVE
holding the number one ranking in its target demographics of adults 25-54 and
number two in revenue share. We believe that we will be able to bring about
significant revenue and margin enhancements at all of these stations and we
eagerly anticipate realizing the benefits of such a strong presence in this
dynamic market."
Pittsburgh is the nations's twentieth ranking market. WDVE-FM has a
rock format, WXDX-FM plays alternative music, and WJJJ-FM has a smooth jazz
format.
With the anticipated consummation of all previously announced
transactions, SFX will own and operate or provide services to 72 stations in 20
markets and will own, operate through long-term leases, or have exclusive
contracts with 20 concert venues in 5 states.
Dallas, TX Hartford, CT Albany, NY
KTXQ-FM WHCN-FM WGNA-FM
KRRW-FM WMRQ-FM WPYX-FM
Houston, TX WKSS-FM WTRY-FM
KKRW-FM WWYZ-FM WGNA-AM
KODA-FM WPOP-AM WTRY-AM
KQUE-AM Greensboro, NC Greenville-Spartanburg, SC
KKPN-FM WMAG-FM WMYI-FM
San Diego, CA WHSL-FM WSSL-FM
KPLN-FM WTCK-AM WROQ-FM
KYXY-FM WMFR-AM WGVL-AM
Pittsburgh, PA Nashville, TN WESC-FM(c)
WDVE-FM WSIX-FM WESC-AM(c)
WXDX-FM WRVW-FM WTPT-FM(c)
WJJJ-FM Raleigh-Durham, Tucson, AZ
WVTY-FM(c) WRSN-FM KWFM-FM
WTAE-AM(c) WTRG-FM KRQQ-FM
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Milwaukee, WI WDCG-FM KNST-AM
WLTQ-FM(c) WRDU-FM KCEE-AM
WISN-AM(c) Jacksonville, FL Springfield/Northampton, MA
Providence, RI WFYV-FM(b) WHMP-FM
WSNE-FM WAPE-FM(b) WPKX-FM
WHJY-FM WKQL-FM WHMP-AM
WHJJ-AM WIVY-FM Witchita, KS
Indianapolis, IN WOKV-AM KNSS-AM
WFBQ-FM WBWL-AM New Haven, CT
WRZX-FM Richmond, VA WPLR-FM
WNDE-AM WMXB-FM WYBC-FM(a)
Charlotte, NC WVGO-FM(c)
WRFX-FM(c) WLEE-FM(c)
WLYT-FM WKHK-FM(c)
WTDR-FM WBZU-FM(c)
(a) Joint Selling Agreement (JSA)
(b) Local Marketing Agreement (LMA) with a contract to acquire
(c) Under contract to be acquired
Under contract to be sold or swapped by SFX are WHFM-FM, WBAB-FM, WBLI-FM and
WGBB-AM in Long Island; WDSY-FM in Pittsburgh; KOLL-FM in Little Rock; WGNE-FM
in Daytona Beach; KRZZ-FM and KKRD-FM in Wichita; WKTF-FM, WMSI-FM, WSTZ-FM,
WJDX-FM, WJDS-AM and WZRX-AM in Jackson, MS; and WKNN-FM and WMJY-FM in
Biloxi, MS.
CONTACT: SFX Broadcasting, Inc.
Timothy J. Klahs
Director, Investor Relations
(212) 407-9126
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