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Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1933
(AMENDMENT NO. 4)
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
650 Madison Avenue, 16th Floor
New York, New York 10022
(212) 838-3100*
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1997
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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 foleboxlowing
box. [_]
* with copies to:
Howard M. Berkower, Esq.
Baker & McKenzie
805 Third Avenue
New York, NY 10022
Telephone: (212) 751-5700
Page 1 of 5 Pages
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CUSIP No.: 784174 AA 2 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Robert F.X. Sillerman
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) |_|
OF A GROUP (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL |_|
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SOLE VOTING POWER 1,781,082(*)
SHARES
BENEFICIALLY SHARED VOTING POWER 0
OWNED
BY EACH SOLE DISPOSITIVE POWER 1,781,082(*)
REPORTING
PERSON SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED 1,781,082(*)
BY EACH REPORTING PERSON
12 CHECK IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY 16.0%
AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON IN
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* Assumes the conversion by Mr. Sillerman of the 1,024,169 shares of Class B
Common Stock, par value $.01 per share, of SFX Broadcasting, Inc.
beneficially owned by him into shares of Class A Common Stock, par value
$.01 per share, of SFX Broadcasting, Inc.
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This Amendment No. 4 amends and supplements Items 5 and 6 of the Schedule
13D (the "Schedule 13D") of Robert F.X. Sillerman with respect to the shares of
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of
SFX Broadcasting, Inc. (the "Company").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 10, 1998, there were 9,517,663 shares of
Class A Common Stock (one vote per share) and 1,047,037 shares of Class B
Common Stock (10 votes per share) outstanding. Mr. Sillerman beneficially owns
1,781,082 shares of Class A Common Stock (representing 16.0% of the outstanding
shares, calculated in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) as follows: (a) 150,250 shares of Class A Common
Stock, (b) 1,024,169 shares of Class B Common Stock, par value $.01 per share
(the "Class B Common Stock"), and (c) options or warrants exercisable within 60
days to purchase an aggregate of 606,663 shares of Class A Common Stock. Mr.
Sillerman holds approximately 53.4% of the total voting power of common stock.
(c) On December 11, 1997, Mr. Sillerman exercised an
aggregate of 537,185 options issued to him by the Company pursuant to stock
option plans and purchased an aggregate of 537,185 shares of Class A Common
Stock at a weighted average price of $22.9644 per share. On December 12, 1997,
Mr. Sillerman sold, pursuant to effective registration statements, an aggregate
of 516,900 shares of Class A Common Stock for $77.45 per share. In addition, on
December 12, 1997, Mr. Sillerman sold an aggregate of 20,285 shares of Class A
Common Stock for $77.45 per share. Such shares were sold pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended.
Simultaneously with the sales reported in this Item 5(c), Mr.
Sillerman entered into a contract with the investment banking firm facilitating
the transaction pursuant to which Mr. Sillerman has the right to acquire up to
537,185 shares of Class A common stock of SFX Entertainment, Inc., a
wholly-owned subsidiary of the Company, subsequent to the previously announced
spin off of the stock of SFX Entertainment, Inc. to the security holders of the
Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Pursuant to a Pledge Agreement, dated August 25, 1997 (the
"Pledge Agreement"), between Mr. Sillerman and The Chase Manhattan Bank (the
"Bank"), Mr. Sillerman has pledged 793,401 shares of Class B Common Stock owned
by him to the Bank to secure a $10 million line of credit extended to him by
the Bank. There are currently no outstanding borrowings under the line of
credit. Mr. Sillerman is entitled to exercise voting and other rights and
powers relating to the pledged shares, with certain restrictions.
If Mr. Sillerman defaults in the payment of future loans extended to him
under the line of credit, the Bank will be entitled to sell the pledged
shares. Although the Class B Common
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Stock has 10 votes per share in most matters, the pledged shares will
automatically convert into shares of Class A Common stock upon such a sale.
Such a sale would reduce Mr. Sillerman's share of the voting power of the
common stock, and would therefore be likely to result in a change of control
of the Company.
Since 1978, Mr. Sillerman and Howard J. Tytel, Executive Vice
President and a Director of the Company, have been involved in numerous
business ventures, including the Company, Sillerman Communications Management
Corporation ("SCMC"), The Sillerman Companies, Inc. ("TSC"), Triathlon
Broadcasting Company, Multi-Market Radio, Inc. and The Marquee Group, Inc.
Either as a co-founder of these entities or in consideration for certain
services provided by Mr. Tytel in connection with these ventures, Mr. Tytel has
received from Mr. Sillerman either a minority equity interest in the business
(with Mr. Sillerman retaining the right to control the voting and disposition
of such interest) or cash fees in amounts mutually agreed upon. In 1997, Mr.
Sillerman directly or indirectly paid substantial amounts to Mr. Tytel, a
portion of which was paid from the proceeds of the sale reported in Item 5
of this Amendment No. 4.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 5, 1998 /s/ Robert F.X. Sillerman
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Robert F.X. Sillerman
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