<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: February 5, 1998
-------------------------
(Date of earliest event reported): February 2, 1998
-------------------------
SFX BROADCASTING, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22486 13-3649750
- ---------------------------- --------------- -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
650 Madison Avenue, New York, New York 10022
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 407-9191
---------------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
CONSENT SOLICITATION.
The solicitations of consents by SFX Broadcasting, Inc. (the
"Company") pursuant to Consent Solicitation Statements dated January 7, 1998,
as supplemented on January 28, 1998, copies of which were previously
distributed to holders of the Company's outstanding 10 3/4% Senior Subordinated
Notes due 2006 (the "Notes") and holders of the Company's 125/8% Series E
Cumulative Exchangeable Preferred Stock due October 31, 2006 (the "Shares")
expired on February 3, 1998. The consent solicitations sought the consent of
(i) holders of the Notes to certain proposed amendments to the indenture
pursuant to which the Notes were issued and (ii) holders of the Shares to
certain proposed amendments to the Certificate of Designations in respect of
the Shares. As of February 2, 1998, persons holding in excess of fifty percent
of both the Shares and the Notes delivered consents to the Proposed Amendments.
On February 2, 1998, the Company executed the Supplemental Indenture
setting forth the amendments in respect of the Notes. As of such date, all
consents in respect of the Notes became irrevocable. On February 4, 1998, the
Company delivered partial payment of the consent fees to those holders of the
Notes and the Shares who delivered consents prior to the expiration date. As of
February 4, 1998, all consents in respect of the shares became irrevocable. A
copy of the press release announcing the expiration of the consent
solicitations is attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99.1 Press release, dated February 5, 1998, announcing the
expiration of the consent solicitations by SFX Brodcasting,
Inc. in respect of its 10 3/4% Senior Subordinated Notes
due 2006, and its 125/8% Series E Cumulative Exchangeable
Preferred Stock due October 31, 2006.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and 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/ Howard J. Tytel
-------------------------------
Date: February 5, 1998 Name: Howard J. Tytel
Title: Executive President
3
<PAGE>
For further information:
Timothy J. Klahs
Director, Investor Relations
SFX Broadcasting, Inc.
(212) 407-9126
FOR IMMEDIATE RELEASE
SFX BROADCASTING ANNOUNCES EXPIRATION
OF ITS CONSENT SOLICITATIONS
New York, February 5, 1998 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) announced
today the expiration of the solicitations of consents (the "Consent
Solicitations") conducted pursuant to the consent solicitation statements dated
January 7, 1998, as supplemented on January 28, 1998, copies of which were
distributed to the holders of the Company's $450,000,000 10 3/4% Senior
Subordinated Notes due 2006 (the "Notes") and the Company's $225,000,000 125/8%
Series E Cumulative Exchangeable Preferred Stock due October 31, 2006 (the
"Shares").
As of February 2, 1998, in excess of 50% of the holders of both the Shares and
the Notes had delivered consents to the proposed amendments to the indenture
pursuant to which the Notes were issued and the Certificate of Designations in
respect of the Shares. On February 2, 1998, the Company executed the
Supplemental Indenture setting forth the proposed amendments to the Notes. As
of February 2, 1998, all consents delivered in respect to the Notes became
irrevocable. On February 4, 1998, the Company delivered partial payment of the
consent fees to the holders of the Notes and Shares. As of February 4, 1998,
all consents in respect of the Shares became irrevocable. The Company
anticipates that the balance of the consent fees will be paid to the holders of
the Shares and the Notes on or about February 11, 1998.
Lehman Brothers Inc. is acting as Solicitation Agent: Contact David Parsons at
(212) 528-7581 or (800) 438-3242 toll-free.
D.F. King & Co. Inc. is acting as Information Agent: Contact John L. Bibas at
(212) 493-6925 or (800) 848-3416.
1
