<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1996
REGISTRATION STATEMENT NO. 33-63765
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE
AMENDMENT
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 4832 59-3212788
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
---------------------
SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
ANTHONY L. MORRISON, ESQ.
SECRETARY, VICE PRESIDENT AND GENERAL COUNSEL
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT
400 NORTH ASHLEY DRIVE, SUITE 2300
TAMPA, FLORIDA 33602
(813) 227-8500
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
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- ---------------------------------------------------------------------------------------------------
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11 5/8% Senior Subordinated
Notes due 2002............. $230,000,000 100% $230,000,000 $79,311
- ---------------------------------------------------------------------------------------------------
Guarantees of Senior Subordi-
nated Notes due 2002....... -- -- -- --(2)
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</TABLE>
(1) Estimated pursuant to Rule 457 solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457 (n) no registration fee is payable with respect to the
Guarantees.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paxson Communications Corporation (the "Company" or "PCC") and two other
Registrants that are its direct or indirect subsidiaries are Delaware
corporations (collectively referred to as the "Delaware Corporations"). The
Delaware Corporations' Certificates of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary damages
resulting from breaches of their duty of care to the extent permitted by Section
102(b)(7) of the Delaware General Corporation Law. The Delaware Corporations'
Certificates of Incorporation and Bylaws also contain provisions making
indemnification of the Delaware Corporations' directors and officers mandatory
to the fullest extent permitted by the Delaware General Corporation Law,
including circumstances in which indemnification is otherwise discretionary.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and require
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
Eight of the Registrants are Florida limited partnerships. Such
Registrants' Agreements of Limited Partnership contain provisions indemnifying
the general partner for any loss, expense (including attorneys' fees) or damage
incurred by reason of any act or omission by it in good faith on behalf of the
partnership and in a manner that it reasonably believes to be within the scope
of authority granted to it under the limited partnership agreement and in the
best interest of the partnership (but not, in any event, any loss, expense or
damage incurred by a general partner by reason of gross negligence or willful
misconduct).
The Florida Revised Uniform Limited Partnership Act (the "Limited
Partnership Act") provides general partners of a limited partnership the same
rights and powers, except as provided in the Limited Partnership Act or in the
partnership agreement, as a partner in a general partnership. The Florida
Uniform Partnership Act provides that the partnership must indemnify every
partner for payments made and personal liabilities reasonably incurred in the
ordinary and proper conduct of the partnership's business or for the
preservation of its business or property.
All of the remaining Registrants are direct or indirect subsidiaries of
Paxson Communications Corporation and are Florida corporations (collectively
referred to as the "Florida Corporations"). The Florida Corporations' Bylaws
contain provisions making indemnification of the Florida Corporations' officers
and directors mandatory to the fullest extent permitted by Florida law. The
Florida Business Corporation Act permits the indemnification by a Florida
corporation of its directors, officers, employees and other agents against
liability in connection with any proceeding, including any appeal thereof (other
than derivative actions which are by or in the right of the corporation), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was illegal.
II-1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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3.1.1 -- Certificate of Incorporation of the Company**
3.1.2 -- The Company's Certificate of Designations of PCC's 15% Cumulative Compounding
Redeemable Preferred Stock*
3.1.3 -- The Company's Certificate of Designations of PCC's Series B 15% Cumulative
Compounding Redeemable Preferred Stock**
3.1.4 -- The Company's Certificate of Designations of PCC's Junior Cumulative Compounding
Redeemable Preferred Stock**
3.1.5 -- Bylaws of the Company*
3.2.1 -- Articles of Incorporation of Paxson Communications of Florida, Inc.+
3.2.2 -- Bylaws of Paxson Communications of Florida, Inc.+
3.3.1 -- Articles of Incorporation of Paxson Communications LP, Inc.+
3.3.2 -- Bylaws of Paxson Communications LP, Inc.+
3.4.1 -- Articles of Incorporation of Paxson Communications Management Company+
3.4.2 -- Bylaws of Paxson Communications Management Company+
3.5.1 -- Articles of Incorporation of Paxson Communications Marketing, Inc.+
3.5.2 -- Bylaws of Paxson Communications Marketing, Inc.+
3.6.1 -- Articles of Incorporation of Paxson Communications Networks, Inc.+
3.6.2 -- Bylaws of Paxson Communications Networks, Inc.+
3.7.1 -- Articles of Incorporation of Excel Marketing Enterprises, Inc.+
3.7.2 -- Bylaws of Excel Marketing Enterprises, Inc.+
3.8.1 -- Articles of Incorporation of Paxson Outdoor, Inc.+
3.8.2 -- Bylaws of Paxson Outdoor, Inc.+
3.9.1 -- Articles of Incorporation of Paxson Networks, Inc.+
3.9.2 -- Bylaws of Paxson Networks, Inc.+
3.10.1 -- Articles of Incorporation of Paxson Communications Television, Inc.+
3.10.2 -- Bylaws of Paxson Communications Television, Inc.+
3.11.1 -- Limited Partnership Agreement of Paxson Broadcasting of Jacksonville, Limited
Partnership+
3.11.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Jacksonville, Limited
Partnership+
3.12.1 -- Limited Partnership Agreement of Paxson Broadcasting Of Miami, Limited Partnership+
3.12.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Miami, Limited
Partnership+
3.13.1 -- Limited Partnership Agreement of Paxson Broadcasting Of Orlando, Limited
Partnership+
3.13.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Orlando, Limited
Partnership+
3.14.1 -- Limited Partnership Agreement of Paxson Broadcasting of Tampa, Limited Partnership+
3.14.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Tampa, Limited
Partnership+
3.15.1 -- Limited Partnership Agreement of Paxson Tampa License Limited Partnership+
3.15.2 -- Certificate of Limited Partnership of Paxson Tampa License Limited Partnership+
3.16.1 -- Limited Partnership Agreement of Paxson Jacksonville License Limited Partnership+
3.16.2 -- Certificate of Limited Partnership of Paxson Jacksonville License Limited
Partnership+
3.17.1 -- Limited Partnership Agreement of Paxson Miami License Limited Partnership+
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
3.17.2 -- Certificate of Limited Partnership of Paxson Miami License Limited Partnership+
3.18.1 -- Limited Partnership Agreement of Paxson Orlando License Limited Partnership+
3.18.2 -- Certificate of Limited Partnership of Paxson Orlando License Limited Partnership+
3.19.1 -- Articles of Incorporation of Paxson Communications of Atlanta-14, Inc.+
3.19.2 -- Bylaws of Paxson Communications of Atlanta-14, Inc.+
3.20.1 -- Articles of Incorporation of Paxson Atlanta License, Inc.+
3.20.2 -- Bylaws of Paxson Atlanta License, Inc.+
3.21.1 -- Articles of Incorporation of Paxson Communications of Boston-60, Inc.+
3.21.2 -- Bylaws of Paxson Communications of Boston-60, Inc.+
3.22.1 -- Articles of Incorporation of Paxson Boston License, Inc.+
3.22.2 -- Bylaws of Paxson Boston License, Inc.+
3.23.1 -- Articles of Incorporation of Paxson Communications of Dallas-68, Inc.+
3.23.2 -- Bylaws of Paxson Communications of Dallas-68, Inc.+
3.24.1 -- Articles of Incorporation of Paxson Dallas License, Inc.+
3.24.2 -- Bylaws of Paxson Dallas License, Inc.+
3.25.1 -- Articles of Incorporation of Paxson Communications of New London-26, Inc.+
3.25.2 -- Bylaws of Paxson Communications of New London-26, Inc.+
3.26.1 -- Articles of Incorporation of Paxson New London License, Inc.+
3.26.2 -- Bylaws of Paxson New London License, Inc.+
3.27.1 -- Articles of Incorporation of Paxson Communications of Philadelphia-61, Inc.+
3.27.2 -- Bylaws of Paxson Communications of Philadelphia-61, Inc.+
3.28.1 -- Articles of Incorporation of Paxson Philadelphia License, Inc.+
3.28.2 -- Bylaws of Paxson Philadelphia License, Inc.+
3.29.1 -- Articles of Incorporation of Paxson Communications of Miami-35, Inc.+
3.29.2 -- Bylaws of Paxson Communications of Miami-35, Inc.+
3.30.1 -- Articles of Incorporation of Paxson Communications of San Jose-65, Inc.+
3.30.2 -- Bylaws of Paxson Communications of San Jose-65, Inc.+
3.31.1 -- Articles of Incorporation of Paxson San Jose License, Inc.+
3.31.2 -- Bylaws of Paxson San Jose License, Inc.+
3.32.1 -- Articles of Incorporation of Paxson Communications of Tampa-66, Inc.+
3.32.2 -- Bylaws of Paxson Communications of Tampa-66, Inc.+
3.33.1 -- Articles of Incorporation of Paxson Communications of West Palm Beach-25, Inc.+
3.33.2 -- Bylaws of Paxson Communications of West Palm Beach-25, Inc.+
3.34.1 -- Articles of Incorporation of Paxson West Palm Beach License, Inc.+
3.34.2 -- Bylaws of Paxson West Palm Beach License, Inc.+
3.35.1 -- Articles of Incorporation of Paxson Communications of Los Angeles-30, Inc.+
3.35.2 -- Bylaws of Paxson Communications of Los Angeles-30, Inc.+
3.36.1 -- Articles of Incorporation of Paxson Los Angeles License, Inc.+
3.36.2 -- Bylaws of Paxson Los Angeles License, Inc.+
3.37.1 -- Articles of Incorporation of Paxson Communications of Minneapolis-41, Inc.+
3.37.2 -- Bylaws of Paxson Communications of Minneapolis-41, Inc.+
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
3.38.1 -- Articles of Incorporation of Paxson Communications of St. Louis-13, Inc.+
3.38.2 -- Bylaws of Paxson Communications of St. Louis-13, Inc.+
3.39.1 -- Articles of Incorporation of Paxson Minneapolis License, Inc.+
3.39.2 -- Bylaws of Paxson Minneapolis License, Inc.+
3.40.1 -- Articles of Incorporation of Paxson Communications of Cookeville, Inc.+
3.40.2 -- Bylaws of Paxson Communications of Cookeville, Inc.+
3.41.1 -- Articles of Incorporation of Paxson Cookeville License, Inc.+
3.41.2 -- Bylaws of Paxson Cookeville License, Inc.+
3.42.1 -- Articles of Incorporation of Paxson Communications of Ft. Pierce-34, Inc.+
3.42.2 -- Bylaws of Paxson Communications of Ft. Pierce-34, Inc.+
3.43.1 -- Articles of Incorporation of Paxson Communications of Orlando-56, Inc.+
3.43.2 -- Bylaws of Paxson Communications of Orlando-56, Inc.+
3.44.1 -- Articles of Incorporation of Paxson Communications of Houston-49, Inc.+
3.44.2 -- Bylaws of Paxson Communications of Houston-49, Inc.+
3.45.1 -- Articles of Incorporation of Paxson Houston License, Inc.+
3.45.2 -- Bylaws of Paxson Houston License, Inc.+
3.46.1 -- Certificate of Incorporation of Infomall TV Network, Inc.+
3.46.2 -- Bylaws of Infomall TV Network, Inc.+
3.47.1 -- Articles of Incorporation of Paxson St. Louis License, Inc.+
3.47.2 -- Bylaws of Paxson St. Louis License, Inc.+
3.48.1 -- Certificate of Incorporation of Infomall Cable Network, Inc.+
3.48.2 -- Bylaws of Infomall Cable Network, Inc.+
3.49.1 -- Articles of Incorporation of Paxson Communications of Cleveland-67, Inc.+
3.49.2 -- Bylaws of Paxson Communications of Cleveland-67, Inc.+
3.50.1 -- Articles of Incorporation of Paxson Communications of Washington-60, Inc.+
3.50.2 -- Bylaws of Paxson Communications of Washington-60, Inc.+
3.51.1 -- Articles of Incorporation of Paxson Washington License, Inc.+
3.51.2 -- Bylaws of Paxson Washington License, Inc.+
3.52.1 -- Articles of Incorporation of Paxson Communications of Phoenix-13, Inc.+
3.52.2 -- Bylaws of Paxson Communications of Phoenix-13, Inc.+
3.53.1 -- Articles of Incorporation of Paxson Phoenix License, Inc.+
3.53.2 -- Bylaws of Paxson Phoenix License, Inc.+
3.54.1 -- Articles of Incorporation of Infomall Los Angeles, Inc.+
3.54.2 -- Bylaws of Infomall Los Angeles, Inc.+
3.55.1 -- Articles of Incorporation of Paxson Communications of Milwaukee-55, Inc.+
3.55.2 -- Bylaws of Paxson Communications of Milwaukee-55, Inc.+
3.56.1 -- Articles of Incorporation of Paxson Communications of Denver-59, Inc.+
3.56.2 -- Bylaws of Paxson Communications of Denver-59, Inc.+
3.57.1 -- Articles of Incorporation of Paxson Communications of New York-43, Inc.+
3.57.2 -- Bylaws of Paxson Communications of New York-43, Inc.+
3.58.1 -- Articles of Incorporation of Paxson New York License, Inc.+
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
3.58.2 -- Bylaws of Paxson New York License, Inc.+
3.59.1 -- Articles of Incorporation of Paxson Communications of Akron-23, Inc.+
3.59.2 -- Bylaws of Paxson Communications of Akron-23, Inc.+
3.60.1 -- Articles of Incorporation of Paxson Akron License, Inc.+
3.60.2 -- Bylaws of Paxson Akron License, Inc.+
3.61.1 -- Articles of Incorporation of Paxson Communications of Dayton-26, Inc.+
3.61.2 -- Bylaws of Paxson Communications of Dayton-26, Inc.+
4.1 -- Indenture dated as of September 28, 1995 among the Company, The Bank of New York,
as Trustee, and the Guarantors named therein (the "Indenture")+
4.2.1 -- Form of Original Note No. 1 for $115,000,000, CUSIP No. 704231-AA-7, with Guarantee
of Guarantors listed therein+
4.2.2 -- Form of Original Note No. 2 for $115,000,000, CUSIP No. 704231-AA-7, with Guarantee
of Guarantors listed therein+
4.3 -- Form of New Note with Form of New Guarantee+
4.4 -- Registration Rights Agreement dated as of September 28, 1995 by and among the
Company, the Guarantors named therein and each of the Purchasers referred to
therein+
5 -- Legal Opinion of Holland & Knight+
8 -- This exhibit has been withdrawn (see Exhibit 99.4)
9 -- Amended and Restated Stockholders Agreement, dated as of December 22, 1994, by and
among PCC and stockholders thereof**
10.1 -- Securities Purchase Agreement, dated as of September 22, 1995, by and among PCC,
the Guarantors named therein and the Initial Purchasers named therein+
10.2 -- Stock Purchase Agreement, dated as of December 15, 1993, by and among PCC and
certain purchasers of PCC securities**
10.3 -- Stock Purchase Agreement dated as of December 22, 1994, by and among PCC and
certain purchasers of PCC securities**
10.4 -- Amended and Restated Stockholders Agreement dated as of December 22, 1994, by and
among PCC and certain stockholders thereof (incorporated by reference to Exhibit 9)
10.5 -- Exchange and Consent Agreement dated as of December 22, 1994 by and among PCC and
certain stockholders thereof**
10.9 -- Asset Purchase Agreement, dated as of March 10, 1994, by and between
Phipps-Potamkin Television Partners and PCC*
10.10 -- Asset Purchase Agreement, dated as of March 31, 1994, by and between Paxson
Communications of Atlanta-14, Inc. and TV-14, Inc.*
10.11 -- Time Brokerage Agreement dated as of March 31, 1994, by and between TV-14, Inc. and
Paxson Communications of Atlanta-14, Inc.*
10.12 -- Asset Purchase Agreement between Delaware Valley Broadcasters Limited Partnership
and PCC dated October 14, 1994**
10.13 -- Asset Purchase Agreement between Paxson Communications of New London-26, Inc. and
R&R Media Corp. dated November 25, 1994**
10.14 -- Asset Purchase Agreement between PCC and Sandino Telecasters, Inc. dated December
5, 1994**
10.15 -- Asset Purchase Agreement by and among Paxson Communications of San Jose-65, Inc.
and Friendly Bible Church, Inc. and United Christian Broadcasting, Inc. dated
December 21, 1994**
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
10.16 -- Asset Purchase Agreement by and among Channel 56 of Orlando, Inc., Treasure Coast
Communications, Inc. and PCC dated December 23, 1994**
10.17 -- Asset Purchase Agreement by and among PCC and San Jacinto Television Corp. and
DuPont Investment Group 85, Ltd. dated January 20, 1995**
10.18 -- Asset Purchase Agreement by and among Paxson Communications of Boston-60, Inc. and
Paugus Television, Inc. and The Roger L. Putnam Trust and The Estate of Percival
Lowell**
10.19 -- Warrant Agreement dated as of December 15, 1993 by and among PCC and William Watson
as Warrant Agent*
10.20 -- Asset Purchase Agreement by and among Paxson Broadcasting of Tampa, L.P. and Largo
Broadcasting Company dated July 20, 1994**
10.21 -- Asset Purchase Agreement between Paxson Broadcasting of Orlando, L.P. and Florida
Media, Inc. dated September 23, 1994**
10.22 -- Asset Purchase Agreement between PCC and Tri-Talk Radio, L.C. dated February 24,
1995**
10.23 -- Agreement between United Broadcast Group, Ltd. and Paxson Communications of
Dallas-68, Inc. dated December 14, 1994 and related Joint Request for Approval of
Settlement Agreement**
10.24 -- Warrant Agreement dated as of December 22, 1994 by and among PCC and William Watson
as Warrant Agent**
10.25 -- Form of Employment Agreement dated as of June 30, 1994, by and between PCC and
Lowell W. Paxson*
10.26 -- Paxson Communications Corp. Profit Sharing Plan*
10.27 -- Form of Paxson Communications Corp. Stock Incentive Plan*
10.29 -- Asset Purchase Agreement, dated as of March 31, 1995, by and among The Christian
Network, Inc. and LeSea Broadcasting Corporation and PCC***
10.30 -- Stock Purchase Agreement, dated as of April 30, 1995, by and among Channel 59 of
Denver, Inc. and David M. Drucker and Charles Ergen and PCC***
10.31 -- Asset Purchase Agreement, dated as of April 30, 1995, by and among Channel 59 of
Denver, Inc. and Echonet Corporation and PCC***
10.32 -- First Letter Agreement, dated as of December 2, 1994, to Asset Purchase Agreement
by and between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as
of December 5, 1994****
10.33 -- Second Letter Agreement, dated as of December 5, 1994, to Asset Purchase Agreement
by and between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as
of December 5, 1994****
10.34 -- Third Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and
between Paxson Communications Corp. and Sandino Telecasters, Inc., dated as of
December 5, 1994****
10.35 -- First Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and
between Paxson Communications of Boston-60, Inc., Paugus Television, Inc., The
Roger L. Putnam Trust and The Estate of Percival Lowell, dated as of January 20,
1995****
10.36 -- Asset Purchase Agreement, dated January 31, 1995, between Gary A. Rosen in his
capacity as Bankruptcy Trustee for Flying A Communications, Inc. and Paxson
Communications Corp.*****
10.37 -- Real Estate Sale and Purchase Agreement, dated as of May 18, 1995, by and between
F&M Bank -- Martinsburg and Paxson Communications of Washington-60, Inc.*****
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
DESCRIPTION
EXHIBIT NO. -
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<S> <C> <C>
10.38 -- Asset Purchase Agreement, dated as of June 1, 1995, by and between Channel 26 of
Dayton, Inc. and Video Mall Communications, Inc. for Television Station WTJC-TV,
Springfield, Ohio*****
10.39.1 -- Asset Purchase Agreement, dated as of May 23, 1995, by and among Whitehead Media,
Inc., Morton J. Kent and Canton, Inc. for Television Station WOAC(TV) Canton,
Ohio*****
10.39.2 -- Option Agreement dated December 29, 1995 by and among Whitehead Media, Inc.,
Whitehead Media of Ohio, Inc., and Paxson Communications of Cleveland-67, Inc. for
WOAC (TV), Channel 67, Canton, Ohio+
10.39.3 -- Time Brokerage Agreement, dated October 30, 1995 between Whitehead Media, Inc. and
Paxson Communications of Cleveland-67, Inc. for WOAC (TV), Channel 67, Canton, Ohio
10.39.4 -- Amendment to Time Brokerage Agreement, dated December 29, 1995 between Whitehead
Media, Inc. and Paxson Communications of Cleveland-67, Inc. for WOAC (TV), Channel
67, Canton, Ohio+
10.44.1 -- Time Brokerage Agreement, dated September 22, 1994, effective as of August 4, 1995,
between Whitehead Media, Inc. and Paxson Communications Corporation for Television
Station WTVX-TV Fort Pierce, Florida******
10.44.2 -- Option Agreement dated December 29, 1995 by and among Whitehead Media Inc.,
Whitehead Media of Florida, Inc., and Paxson Communications of Ft. Pierce-34, Inc.
for Television Station WTVX-TV Fort Pierce, Florida+
10.45.1 -- Amendment to Time Brokerage Agreement, dated as of April 19, 1995, between
Whitehead Media, Inc. and Paxson Communications Corporation for Television Station
WTVX-TV Fort Pierce, Florida******
10.45.2 -- Amendment To Time Brokerage Agreement, dated December 29, 1995 by and between
Whitehead Media, Inc. and Paxson Communications of Ft. Pierce-34, Inc. for
Television Station WTVX-TV, Ft. Pierce, Florida+
10.46 -- Non-compete Agreement dated August 18, 1995 between Paxson Communications
Corporation and Lowell W. Paxson+
10.47 -- Asset Purchase Agreement dated as of August 23, 1995 by and among Valuevision
International, Inc., VVI Bridgeport, Inc., VVI Akron, Inc., and Paxson
Communications Corporation+
10.48 -- Time Brokerage Agreement dated August 31, 1995 by and between Channel 56 of
Orlando, Inc. and Paxson Communications of Orlando-56 Inc. for Television Station
WIRB(TV), Melbourne, Florida+
10.49 -- Loan Agreement dated August 31, 1995 among Paxson Communications of Orlando-56,
Inc. and Channel 56 of Orlando, Inc.+
10.50 -- Time Brokerage Agreement dated August 31, 1995 by and between UHF Channel 59 Corp.
and Paxson Communications of Denver-59, Inc. for Television Station KUBD(TV),
Denver, Colorado+
10.51 -- Loan Agreement dated August 31, 1995 by and between Paxson Communications of
Denver-59, Inc. and Channel 59 of Denver, Inc.+
10.52 -- Option Agreement dated August 31, 1995 by and among Paxson Communications of
Denver-59, Inc., Channel 59 of Denver, Inc., and UHF Channel 59 Corp.+
10.53 -- Asset Purchase Agreement dated August 31, 1995 by and between Channel 13 of
Flagstaff, Inc., Michael C. Gelfand, and Del Ray Television Company, Inc.+
10.54 -- Asset Purchase Agreement dated October 2, 1995 by and between Whitehead Media, Inc.
and NGM Television Partners, Limited for Television Station WNGM-TV, Athens,
Georgia+
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------
<S> <C> <C>
10.55.1 -- Time Brokerage Agreement dated October 16, 1995 by and between Channel 26 of
Dayton, Inc. and Paxson Communications of Dayton-26, Inc. for Television Station
WTJC(TV), Springfield, Ohio+
10.55.2 -- Option Agreement dated December 29, 1995, by and between Whitehead Media, Inc.,
Whitehead Media of Georgia, Inc., and Paxson Communications of Atlanta-14, Inc. for
WNGM (TV), Channel 34, Athens, Georgia+
10.55.3 -- Time Brokerage Agreement dated December 29, 1995 by and between Whitehead Media of
Georgia, Inc. and Paxson Communications of Atlanta-14, Inc. for WNGM (TV), Athens,
Georgia+
10.56 -- Loan Agreement dated October 6, 1995 by and among Paxson Communications of
Dayton-26, Inc. and Channel 26 of Dayton, Inc.+
10.57 -- Option Agreement dated October 6, 1995 by and between Paxson Communications of
Dayton-26, Inc. and Channel 26 of Dayton, Inc.+
10.58 -- Asset Purchase Agreement dated August 25, 1995 by and between Channel 13 of St.
Louis, Inc. and McEntee Broadcasting, Inc., for Television Station WCEE-TV, Mt.
Vernon, Illinois+
10.59 -- Credit Agreement dated as of December 19, 1995, among PCC, the Lenders named
therein, Union Bank, as Agent+
12 -- Statement re: Computation of Ratios+
21 -- List of Subsidiaries+
23 -- Consent of Holland & Knight (contained in Exhibit 5)
23.1 -- Consent of Price Waterhouse LLP, independent certified public accountants+
23.2 -- Consent of Ryals, Brimmer, Burek & Keelan, independent certified public
accountants+
24 -- Powers of Attorney (included on signature pages of Registration Statement)+
25 -- Statement of Eligibility of Trustee, The Bank of New York, on Form T-1+
99.1 -- Form of Letter of Transmittal+
99.2 -- Form of Notice of Guaranteed Delivery+
99.3 -- Exchange Agent Agreement+
99.4 -- Letter to the Commission, dated January 24, 1996, requesting withdrawal of Exhibit
8 to the Registration Statement
</TABLE>
- ---------------
<TABLE>
<C> <S>
* Filed with the Company's Registration Statement of Form S-4, dated September 26,
1994, Registration No. 33-84416 and incorporated herein by reference.
** Filed with the Company's Annual Report on Form 10-K, dated March 31, 1995 and
incorporated herein by reference.
*** Filed with the Company's Quarterly Report on Form 10-Q, dated May 12, 1995 and
incorporated herein by reference.
**** Filed with the Company's Report on Form 8-K dated June 1, 1995 and incorporated
herein by reference.
***** Filed with the Company's Quarterly Report on Form 10-Q, dated August 14, 1995 and
incorporated herein by reference.
****** Filed with the Company's Report on Form 8-K, dated August 21, 1995 and incorporated
herein by reference.
+ Previously filed.
</TABLE>
II-8
<PAGE> 10
(b) Financial Statement Schedules
All financial statement schedules are omitted because they are either not
applicable or the required information is included in the financial statements
or notes thereto appearing elsewhere in this Registration Statement.
(c) Not Applicable.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(b)(1) The undersigned Registrants hereby undertake as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The Registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrants hereby undertake:
(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not subject of and included in the Registration Statement when it
became effective.
II-9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation, has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of West Palm
Beach, State of Florida on February 1, 1996.
PAXSON COMMUNICATIONS
CORPORATION
By: /s/ ARTHUR D. TEK
------------------------------------
Arthur D. Tek
Vice President, Treasurer and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<C> <S> <C>
/s/ LOWELL W. PAXSON* Chairman of the Board, Chief February 1, 1996
- --------------------------------------------- Executive Officer, and
Lowell W. Paxson Director (Principal
Executive Officer)
/s/ ARTHUR D. TEK Vice President, Chief February 1, 1996
- --------------------------------------------- Financial Officer, and
Arthur D. Tek Director (Principal
Financial Officer)
/s/ KENNETH M. GAMACHE* Controller (Principal February 1, 1996
- --------------------------------------------- Accounting Officer)
Kenneth M. Gamache
/s/ JAMES B. BOCOCK* President, Chief Operating February 1, 1996
- --------------------------------------------- Officer, and Director
James B. Bocock
/s/ MICHAEL J. MAROCCO* Director February 1, 1996
- ---------------------------------------------
Michael J. Marocco
/s/ JOHN A. KORNREICH* Director February 1, 1996
- ---------------------------------------------
John A. Kornreich
/s/ J. PATRICK MICHAELS, JR.* Director February 1, 1996
- ---------------------------------------------
J. Patrick Michaels, Jr.
/s/ S. WILLIAM SCOTT* Director February 1, 1996
- ---------------------------------------------
S. William Scott
*By: ARTHUR D. TEK
- ---------------------------------------------
Arthur D. Tek,
Attorney-in-Fact
</TABLE>
II-10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants listed directly below have duly caused this Post-Effective Amendment
to Registration Statement to be signed on each their behalfs, respectively, by
the undersigned, thereunto duly authorized in the City of West Palm Beach, State
of Florida on February 1, 1996.
<TABLE>
<S> <C>
PAXSON COMMUNICATIONS TELEVISION, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF FLORIDA, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS LP, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS MANAGEMENT
COMPANY
(a Florida corporation)
PAXSON COMMUNICATIONS MARKETING, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS NETWORKS, INC.
(a Florida corporation)
PAXSON OUTDOOR, INC.
(a Florida corporation)
PAXSON NETWORKS, INC.
(a Florida corporation)
EXCEL MARKETING ENTERPRISES, INC.
(a Florida corporation)
INFOMALL CABLE NETWORK, INC.
(a Delaware corporation)
INFOMALL TV NETWORK, INC.
(a Delaware corporation)
INFOMALL LOS ANGELES, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF AKRON-23, INC.
(a Florida corporation)
PAXSON AKRON LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF ATLANTA-14,
INC. (a Florida corporation)
PAXSON ATLANTA LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF BOSTON-60, INC.
(a Florida corporation)
PAXSON BOSTON LICENSE, INC.
(a Florida corporation)
</TABLE>
II-11
<PAGE> 13
<TABLE>
<S> <C>
PAXSON COMMUNICATIONS OF
CLEVELAND-67, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
(a Florida corporation)
PAXSON COOKEVILLE LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF DALLAS-68, INC.
(a Florida corporation)
PAXSON DALLAS LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF DAYTON-26, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF DENVER-59, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
FT. PIERCE-34, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
HOUSTON-49, INC.
(a Florida corporation)
PAXSON HOUSTON LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
LOS ANGELES-30, INC.
(a Florida corporation)
PAXSON LOS ANGELES LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF MIAMI-35, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
MILWAUKEE-55, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
MINNEAPOLIS-45, INC.
(a Florida corporation)
PAXSON MINNEAPOLIS LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
NEW LONDON-26, INC.
(a Florida corporation)
PAXSON NEW LONDON LICENSE, INC.
(a Florida corporation)
</TABLE>
II-12
<PAGE> 14
<TABLE>
<S> <C>
PAXSON COMMUNICATIONS OF
NEW YORK-43, INC.
(a Florida corporation)
PAXSON NEW YORK LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
ORLANDO-56, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
PHILADELPHIA-61, INC.
(a Florida corporation)
PAXSON PHILADELPHIA LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
PHOENIX-13, INC.
(a Florida corporation)
PAXSON PHOENIX LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF ST. LOUIS, INC.
(a Florida corporation)
PAXSON ST. LOUIS LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
SAN JOSE-65, INC.
(a Florida corporation)
PAXSON SAN JOSE LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF TAMPA-66, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF
WASHINGTON-60, INC.
(a Florida corporation)
PAXSON WASHINGTON LICENSE, INC.
(a Florida corporation)
PAXSON COMMUNICATIONS OF WEST PALM
BEACH-25, INC.
(a Florida corporation)
PAXSON WEST PALM BEACH LICENSE, INC.
(a Florida corporation)
By: /s/ ARTHUR D. TEK
--------------------------------------
Name: Arthur D. Tek
Title: Vice President
</TABLE>
II-13
<PAGE> 15
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<S> <C> <C>
/s/ LOWELL W. PAXSON* Chairman of the Board and February 1, 1996
- --------------------------------------------- Director (Principal
Lowell W. Paxson Executive Officer)
/s/ ARTHUR D. TEK Treasurer (Principal February 1, 1996
- --------------------------------------------- Financial Officer)
Arthur D. Tek
/s/ KENNETH M. GAMACHE* Controller (Principal February 1, 1996
- --------------------------------------------- Accounting Officer)
Kenneth M. Gamache
*By: ARTHUR D. TEK
- ----------------------------------------------
Arthur D. Tek,
Attorney-in-Fact
</TABLE>
II-14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants listed directly below have duly caused this Post-Effective Amendment
to the Registration Statement to be signed on each their behalfs, respectively,
by the undersigned, thereunto duly authorized in the City of West Palm Beach,
State of Florida on February 1, 1996.
PAXSON BROADCASTING OF
JACKSONVILLE, LIMITED PARTNERSHIP
(a Florida partnership)
PAXSON JACKSONVILLE LICENSE
LIMITED PARTNERSHIP
(a Florida partnership)
PAXSON BROADCASTING OF MIAMI,
LIMITED PARTNERSHIP
(a Florida partnership)
PAXSON MIAMI LICENSE LIMITED
PARTNERSHIP
(a Florida partnership)
PAXSON BROADCASTING OF ORLANDO,
LIMITED PARTNERSHIP
(a Florida partnership)
PAXSON ORLANDO LICENSE LIMITED
PARTNERSHIP
(a Florida partnership)
PAXSON BROADCASTING OF TAMPA,
LIMITED PARTNERSHIP
(a Florida partnership)
PAXSON TAMPA LICENSE LIMITED
PARTNERSHIP
(a Florida partnership)
By: Paxson Communications of Florida,
Inc., their general partner
By: /s/ LOWELL W. PAXSON*
------------------------------------
Name: Lowell W. Paxson
Title: Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<C> <S> <C>
/s/ LOWELL W. PAXSON* Chairman of the Board and February 1, 1996
- --------------------------------------------- sole Director
Lowell W. Paxson
*By: ARTHUR D. TEK
- ---------------------------------------------
Arthur D. Tek,
Attorney-in-Fact
</TABLE>
II-15
<PAGE> 1
EXHIBIT 99.4
January 24, 1996
Mr. H. Roger Schwall
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Paxson Communications Corporation,
Registration Statement on Form S-4
File No. 33-63765 (the "Registration Statement")
Dear Mr. Schwall:
Pursuant to your phone conversation with our counsel earlier today in
which you discussed the Commission's comments concerning the Certain Federal
Income Tax Considerations Section of the Registration Statement and the
withdrawal from the Registration Statement of Exhibit 8 - Legal Opinion of
Holland & Knight regarding Tax Matters ("Exhibit 8"), Paxson Communications
Corporation hereby requests that Exhibit 8 be withdrawn from the Registration
Statement, which was declared effective today, pursuant to Rule 477 of the
Securities Act of 1933, as amended.
If you have any questions or comments concerning the foregoing,
please contact Chester E. Bacheller, Esq. at Holland & Knight (813) 227-8500.
PAXSON COMMUNICATIONS CORPORATION
/s/ Arthur D. Tek
---------------------------------
By: Arthur D. Tek
Its: Vice President, Treasurer and
Chief Financial Officer
