<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Paxson Communications Corporation
---------------------------------
(Name of Issuer)
Class A Common Stock
--------------------
(Title of Class of Securities)
704231 10 9
-----------
(CUSIP Number)
William Watson, Paxson Communications Corporation
601 Clearwater Park Road
------------------------
West Palm Beach, Florida 33401
------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
7-13-95
--------------
(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 reporting 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 less than five percent 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.
- ---------------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
[Continued on following page(s)]
Page 1 of 6 Pages
<PAGE> 2
<TABLE>
<S> <C>
CUSIP NO. 704231 10 9 Page 2 of 6
-------------- ----- ------
====================================================================================================================================
Names of Reporting Person
1 SS or ISA Identification Nos. of Above Person
LOWELL W. PAXSON
- ------------------------------------------------------------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) / /
NOT APPLICABLE (b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
SEC use only
3
- ------------------------------------------------------------------------------------------------------------------------------------
Source of Funds (See Instructions)
4
NOT APPLICABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
5 / /
- ------------------------------------------------------------------------------------------------------------------------------------
Citizenship or Place of Organization
6
UNITED STATES
- ------------------------------------------------------------------------------------------------------------------------------------
Sole voting power
7
32,838,693
Number of shares --------------------------------------------------------------------------------------------------------------
beneficially Shared voting power
owned by each 8
reporting person 0
with --------------------------------------------------------------------------------------------------------------
Sole dispositive power
9
32,838,693
--------------------------------------------------------------------------------------------------------------
Shared dispositive power
10
0
- ------------------------------------------------------------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
32,838,693
- ------------------------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
12
NOT APPLICABLE / /
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
95%
- ------------------------------------------------------------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14
IN
====================================================================================================================================
</TABLE>
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Class A Common Stock, par value $0.001 per share, issued by
Paxson Communications Corporation, a Delaware corporation (the "Company"). The
address of the principal executive office of the Company is 601 Clearwater Park
Road, West Palm Beach, Florida 33401.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2.(a) The person filing this statement is Mr. Lowell W.
Paxson.
Item 2.(b) The business address of Mr. Paxson is 601 Clearwater
Park Road, West Palm Beach, Florida 33401.
Item 2.(c) The present principal occupation of Mr. Paxson is
Chairman of the Board and Chief Executive Officer of the Company.
Item 2.(d) During the last five years, Mr. Paxson has not been
convicted in a criminal proceeding.
Item 2.(e) During the last five years, Mr. Paxson has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which he was or is subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 2.(f) Mr. Paxson is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Paxson generally holds Class A Common Stock of the Company for
investment purposes. At this time, Mr. Paxson has no intention to sell any
additional shares of his 32,754,193 restricted shares of Class A Common Stock,
but may decide in the future to do so. He is currently considering selling
additional shares of his remaining 84,500 previously registered shares of Class
A Common Stock in open market transactions, privately negotiated transactions,
or otherwise. Any future sales will depend upon various factors, including, but
not limited to, the Company's business affairs and financial position, the
price levels of the common stock, conditions in the securities markets, and
general economic and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5.(a) Mr. Paxson beneficially owns an aggregate of
32,838,693 shares of Class A Common Stock of the Company, which is the class of
securities identified pursuant to Item 1 above. Pursuant to Rule
Page 3 of 6 Pages
<PAGE> 4
13d-3(d)(1) of the 1934 Act, the above number and the other references
herein to the number of Class A Common Stock he beneficially owns generally
includes 8,311,639 shares of Class B Common Stock of the Company beneficially
owned by Mr. Paxson, which may be converted to Class A Common Stock, on a one
for one share basis, at any time. Mr. Paxson's prior Schedule 13D did not
include his Class B Common Stock. All references to numbers of shares herein
reflect a stock split by dividend by the Company of one share of Class A Common
Stock for every two shares of outstanding Class A Common Stock and one share of
Class B Common Stock for every two shares of outstanding Class B Common Stock,
which became effective January 1, 1995.
The Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on June 30, 1995, reports that the Company
currently has 26,137,026 shares of Class A Common Stock and 8,311,639 shares of
Class B Common Stock issued and outstanding. Accordingly, Mr. Paxson
beneficially owns approximately 95% of the Company's outstanding Class A Common
Stock, (which, as noted, includes 8,311,639 shares of Class B Common Stock).
Item 5.(b) Pursuant to Rule 13d-3(d)(1) of the 1934 Act, Mr.
Paxson is deemed to have sole voting power and sole dispositive power with
respect to 32,838,693 shares of Class A Common Stock.
Item 5.(c) During the past 60 days, Mr. Paxson has effected the
following sales of Class A Common Stock, all of which were private or open
market sales:
<TABLE>
<CAPTION>
Date No. of Shares Sold Price Per Share
------------------ ---------------
<S> <C> <C>
7-12-95 100,000 $ 7.00
7-13-95 25,000 6.30
7-13-95 150,000 6.30
7-13-95 125,600 7.00
7-18-95 2,000 15.00
7-18-95 2,000 15.125
7-19-95 2,000 14.875
7-19-95 378 15.00
7-19-95 100 15.125
7-21-95 25,000 7.50
7-21-95 66,766 7.50
</TABLE>
No sales of Class B Common Stock were included in the above sales.
Earlier this year, Mr. Paxson began privately offering for sale certain of his
restricted shares of Class A Common Stock. The first four and last two
transactions listed above were private sales resulting from that offer. The
July 18 and July 19, 1995 transactions were open market sales from the 90,978
registered shares of Class A Common Stock owned by Mr. Paxson prior to such
sales.
Item 5.(d) Not Applicable
Item 5.(e) Not Applicable
Page 4 of 6 Pages
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Entities controlled by Mr. Paxson and holders of the Company's
preferred stocks, who also own common stock warrants, are parties to an amended
and restated Stockholders Agreement dated December 22, 1994 (the "Stockholders
Agreement"). Among other things, the Stockholders Agreement gives such parties
under certain circumstances a right of first refusal to purchase shares of
common stock beneficially owned by Mr. Paxson that are offered for sale. Such
right of first refusal is not triggered until Mr. Paxson disposes of at least
20% of the common stock he beneficially owned on December 15, 1993. The
foregoing is only a brief summary of portions of the Stockholders Agreement,
the complete terms of which are contained in Exhibit A hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Amended and Restated Stockholders' Agreement, dated
December 22, 1994.*
- ------------------------
*Filed with the Company's Annual Report on Form 10K, dated March 30, 1995 and
incorporated herein by reference.
NOTE: Pursuant to Item 101 of Regulation S-T, which provides that an
amendment to a paper format Schedule 13D that has become subject to mandated
electronic filing shall be in electronic format and the first such amendment
shall restate the entire text of the Schedule 13D, the initial statement is
being filed as part of this Amendment No. 1 as Attachment 1.
Page 5 of 6 Pages
<PAGE> 6
Schedule 13D - Paxson Communications Corporation
Lowell W. Paxson
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.
Dated: July 24, 1995
/s/ Lowell W. Paxson
-------------------------------------
Signature
Lowell W. Paxson
-------------------------------
Name
Page 6 of 6 Pages
<PAGE> 7
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form . . . . . . . 14.90
ATTACHMENT 1
(originally filed in paper format on November 14, 1994)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Paxson Communications Corp.
----------------------------------------------
(Name of Issuer)
Class A Common Stock
----------------------------------------------
(Title of Class of Securities)
704231 10 9
---------------------------
(CUSIP Number)
William L. Watson, Paxson Communications Corp.
18401 U.S. Highway 19 North, Clearwater, Florida 34624
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 4, 1994
---------------------------
(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 [x]. (A fee
is not required only if the reporting 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 less than five percent 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.
- ----------------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 8
<TABLE>
<S> <C>
CUSIP NO. 704231 10 9 Page 2 of 6 Pages
------------ ------- --------
====================================================================================================================================
Names of Reporting Person
SS or ISA Identification Nos. of Above Person
1
Lowell W. Paxson
- ------------------------------------------------------------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group*
2 (a) / /
Not Applicable (b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
SEC use only
3
- ------------------------------------------------------------------------------------------------------------------------------------
Source of Funds*
4
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
5 / /
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- ------------------------------------------------------------------------------------------------------------------------------------
Sole voting power
7 16,683,932
Number of shares ---------------------------------------------------------------------------------------------------------------
beneficially Shared voting power
owned by each 8 0
reporting person
with ---------------------------------------------------------------------------------------------------------------
Sole dispositive power
9 16,683,932
---------------------------------------------------------------------------------------------------------------
Shared dispositive power
10 0
- ------------------------------------------------------------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
16,683,932
- ------------------------------------------------------------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
12 / /
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
96%
- ------------------------------------------------------------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
====================================================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION 2 of 7
<PAGE> 9
Schedule 13D - Paxson Communications Corp. Page 3 of 6
Lowell W. Paxson
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is the Class A Common Stock, par value $0.001 per share, issued by
Paxson Communications Corp., a Delaware corporation (the "Company"). The
address of the principal executive office of the Company is 18401 U.S. Highway
19 North, Clearwater, Florida 34624.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement is Mr. Lowell W. Paxson.
(b) The business address of Mr. Paxson is 18401 U.S. Highway 19 North,
Clearwater, Florida 34624.
(c) The present principal occupation of Mr. Paxson is Chairman of the
Board and Chief Executive Officer of the Company.
(d) During the last five years, Mr. Paxson has not been convicted in a
criminal proceeding.
(e) During the last five years Mr. Paxson has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as the result of which he was or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Paxson is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction giving rise to this Statement is the consummation of the
merger of The American Network Group, Inc. into the Company on November 4, 1994
and the registration and listing of certain shares of the Company's Class A
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Paxson holds the Class A Common Stock of the Company for investment
purposes. Mr. Paxson has no plans or proposals which relate to or would result
in any of the actions set forth in subparagraphs (a) through (j) of item 4 of
Schedule 13D.
<PAGE> 10
Schedule 13D - Paxson Communications Corp. Page 4 of 6
Lowell W. Paxson
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Paxson beneficially owns 16,683,932 shares of the Class A
Common Stock of the Company, which is the class of securities identified
pursuant to Item 1 above. The Company's Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on September 30, 1994, reports
that there are 17,361,536 shares of the Company's Class A Common Stock issued
and outstanding as of the consummation of the Merger of The American Network
Group, Inc. ("ANG") into the Company (the "Merger"). Accordingly, Mr. Paxson
holds approximately 96% of the Company's Common Stock.
(b) Mr. Paxson has sole power to vote and to direct the disposition of
all 16,684,932 shares of the Class A Common Stock of the Company which he
holds. None of such shares are subject to shared power to vote or power to
direct a vote thereof, nor are any of such shares subject to shared power to
dispose or to direct the disposition thereof.
(c) Upon the consummation of the Merger on November 4, 1994, the Class
A Common Stock Mr. Paxson owned in ANG was converted into 60,652 shares of the
shares of the Company's Class A Common Stock.
(d) No person other than Mr. Paxson is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock of the Company beneficially owned
by Mr. Paxson.
(e) Item 5(e) is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
There are no contracts, arrangements, understandings or relationships
with respect to securities of the Company involving Mr. Paxson which are
required to be described under Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are not exhibits to be filed under Item 7 of Schedule 13D.
<PAGE> 11
Schedule 13D - Paxson Communications Corp. Page 5 of 6
Lowell W. Paxson
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.
11/11/94 /s/ Lowell W. Paxson
- ---------------------- -----------------------------
(Date) (Signature)
Lowell W. Paxson
<PAGE> 12
Schedule 13D - Paxson Communications Corp. Page 6 of 6
Lowell W. Paxson
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.
11/11/94 /s/ Lowell W. Paxson
- --------------------- ---------------------------
(Date) (Signature)
Lowell W. Paxson
