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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934*
PAXSON COMMUNICATIONS CORPORATION
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(Name of Issuer)
Class A Common Stock, par value $.001 per share
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(Title of Class of Securities)
704231 10 9
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(CUSIP Number)
Ed Grinacoff
Sandler Mezzanine General Partnership
767 Fifth Avenue, 45th Floor
New York, New York 10153
(212) 754-8100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 29, 1996
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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 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 should 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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 704231 10 9
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Sandler Mezzanine General Partnership
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(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of Funds
Not Applicable (see Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
New York
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Number of (7) Sole Voting Power 2,377,299 shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 0 shares
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 2,377,299 shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,377,299 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
5.8%
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(14) Type of Reporting Person (See Instructions)
PN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Statement Of
SANDLER MEZZANINE GENERAL PARTNERSHIP
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
PAXSON COMMUNICATIONS CORPORATION
Sandler Mezzanine General Partnership hereby amends and
supplements its Schedule 13D (the "Prior Schedule 13D"), with respect to its
beneficial ownership of shares of Class A Common Stock, par value $.001 per
share ("Class A Common Stock"), of Paxson Communications Corporation, a Delaware
corporation (the "Company").
ITEM 1. SECURITY AND ISSUER
Item 1 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The title of the class of equity securities of the Company to
which this statement relates is the Class A Common Stock of the Company. The
address of the principal executive offices of the Company is 601 Clearwater Park
Road, West Palm Beach, Florida 33401.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
(a) The person filing this statement is Sandler
Mezzanine General Partnership (the "Reporting Person").
(b) The Reporting Person is a general partnership
organized under the laws of the State of New York.
(c) The present principal business of the Reporting
Person is the funding of investments.
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(d) The principal business and office address of the
Reporting Person is 767 Fifth Avenue, 45th Floor, New York,
New York 10153.
(e) During the last five years, the Reporting Person
has not been convicted in a criminal proceeding.
(f) During the last five years the Reporting Person
has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as the result of
which it 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.
Schedule 1 to this Schedule 13D provides the information
required by Item 2 of Schedule 13D for each partner of Sandler Mezzanine General
Partnership and each person controlling such partner (including, in the case of
a corporation (a) each executive officer and director of such corporation, (b)
each person controlling such corporation, and (c) each executive officer and
director of any corporation or other person ultimately in control of such
corporation).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The transaction giving rise to the filing of the Reporting
Person's original Schedule 13D, dated November 11, 1994, was the consummation of
the merger of the Company with The American Network Group, Inc. whereby the
Company registered and listed shares of the Class A Common Stock for public
trading.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The Reporting Person is the general partner of each of Sandler
Mezzanine Partners, L.P., Sandler Mezzanine Foreign Partners, L.P. and Sandler
Mezzanine T-E Partners, L.P. (collectively, the "Partnerships"). The
Partnerships hold, for investment purposes, warrants (the "Warrants"), which are
exercisable for shares of Class A Common Stock and Class B Common Stock, par
value $.001 per share ("Class B Common Stock"), of the Company. See Item 5.
Pursuant to (i) a U.S. Underwriting Agreement, dated March 28,
1996 (the "U.S. Underwriting Agreement"), among Smith Barney Inc., Painewebber
Incorporated, CIBC Wood Gundy Securities Corp. and BT Securities Corporation, as
representatives of the several U.S.
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underwriters (the "U.S. Underwriters"), the Company, the Partnerships and
certain other selling security holders and (ii) an International Underwriting
Agreement, dated March 28, 1996 (the "International Underwriting Agreement"),
among Smith Barney Inc., Painewebber International (U.K.) Ltd., CIBC Wood Gundy
Securities Corp., Bankers Trust International plc, as lead managers of the
several managers (the "International Underwriters"), the Company, the
Partnerships and certain other selling security holders, the Partnerships sold
to the U.S. Underwriters and the International Underwriters (collectively, the
"Underwriters") an aggregate of 28.77853 Warrants. The Underwriters immediately
exercised such Warrants for Class A Common Stock and Class B Common Stock (which
Class B Common Stock was then immediately converted into Class A Common Stock),
thereby acquiring 797,322 shares of Class A Common Stock. In connection with
such sale of Warrants, the Partnerships received an aggregate of $12,119,294.40.
A copy of each of the U.S. Underwriting Agreement and the International
Underwriting Agreement has been incorporated by reference as an exhibit to this
Schedule 13D.
Also pursuant to the U.S. Underwriting Agreement and the
International Underwriting Agreement, the Underwriters had the option, which
option expired unexercised at 9:00 p.m., New York City time on April 29, 1996,
to purchase an aggregate of 9.47468 Warrants.
Except as otherwise disclosed in this Schedule 13D, the
Reporting Person has not made any decision concerning its course of action with
respect to the Company. The Reporting Person could decide, depending on market
and other factors, to dispose of the Warrants (or the Class A Common Stock or
Class B Common Stock issuable upon exercise of the Warrants) beneficially owned
by it, to acquire additional shares of Class A Common Stock, Class B Common
Stock or Warrants, or to take any other available course of action. In this
regard, the Reporting Person intends to continuously review its investment in
the Company and may in the future determine to change its present plans and
proposals relating to the Company. In reaching any conclusion as to its future
course of action, the Reporting Person will take into consideration various
factors, including without limitation the Company's business and financial
condition and prospects, other developments concerning the Company, other
business opportunities available to the Reporting Person, developments with
respect to the business of the Reporting Person, developments in the Company's
industry generally, general economic conditions and money and stock market
conditions.
Other than as described in this Schedule 13D, the Reporting
Person does not have any present plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Company, or the disposition of the securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries; (d) any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter,
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bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
Notwithstanding anything contained herein, the Reporting
Person reserves the right, depending on other relevant factors, to purchase
additional shares of Class A Common Stock, Class B Common Stock, Warrants or
other securities of the Company, dispose of all or a portion of its holdings of
securities of the Company, or change its intention with respect to any and all
of the matters referred to in this Item.
See Item 6 for a discussion of certain arrangements between
the Reporting Person and the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
(a) The Reporting Person is the general partner of
each of the Partnerships. The Reporting Person beneficially owns
through the Partnerships the Warrants, which are presently exercisable
for shares of Class A Common Stock and shares of Class B Common Stock.
As of the date hereof, the Partnerships hold an aggregate of 85.80614
Warrants, which are exercisable for an aggregate of approximately
1,782,974 shares of Class A Common Stock and an aggregate of
approximately 594,325 shares of Class B Common Stock. Each share of
Class B Common Stock is convertible into one share of Class A Common
Stock. As a result, the Reporting Person beneficially owns
approximately 2,377,299 shares of Class A Common Stock. The Company's
Prospectus, dated March 29, 1996, reports that, 38,521,854 shares of
Class A Common Stock were outstanding as of April 2, 1996 (the date of
consummation of a public offering by the Company of 13,500,000 shares
of Class A Common Stock). Accordingly, if the Warrants held by the
Partnerships were fully exercised and the shares of Class B Common
Stock issuable to the Partnerships upon such exercise were converted
into Class A Common Stock, the Reporting Person would beneficially own
approximately 5.8% of the Company's Class A Common Stock.
The Class B Common Stock and the Class A Common Stock vote as
a single class, with each share of Class B Common Stock entitled to 10
votes per share and each share of Class A Common Stock entitled to one
vote per share. Therefore, if the Warrants held by the Partnerships are
exercised and the shares of Class B Common Stock issuable upon the
exercise of the Warrants are not converted into shares of Class A
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Common Stock, the Reporting Person would effectively have approximately
6.8% voting power with respect to the Company's common stock.
(b) The Reporting Person as general partner of the
Partnerships has sole power (i) to direct the voting of the 2,377,299
shares of Class A Common Stock issuable upon exercise of the Warrants
(and the conversion of Class B Common Stock issuable upon exercise of
the Warrants) and (ii) to direct the disposition of the Warrants and
any Class A Common Stock or Class B Common Stock issuable upon the
exercise of the Warrants. The Reporting Person does not share with any
person voting power or the power to dispose of the Warrants or any
Class A Common Stock or Class B Common Stock issuable upon exercise of
the Warrants.
(c) Except as described in Item 4 to this Schedule 13D, the
Reporting Person, for itself and as the general partner of each of the
Partnerships, has not effected any transactions during the past 60 days
in respect of the Class A Common Stock.
(d) No person other than the Reporting Person, as the general
partner of each of the Partnerships, 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 Warrants or the shares of Class A Common
Stock (issuable upon exercise of the Warrants), which are held by the
Partnerships.
(e) Item 5(e) of Schedule 13D is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
Item 6 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The Reporting Person is an affiliate of each of Michael J.
Marocco and John A. Kornreich, who are both directors of the Company.
The Partnerships, the Company, Paxson Enterprises, Inc.,
Second Crystal Diamond, L.P., and certain purchasers of the Company's preferred
stock and warrants entered into a Stockholders' Agreement, dated as of December
15, 1993 and as amended to date (as amended, the "Stockholders Agreement"),
pursuant to which (among other things) the Partnerships, under certain
conditions, had a limited right (which right was subsequently terminated as
described below) to require the Company to purchase any shares of the Class A
Common Stock and Class B Common Stock issuable upon exercise of the Warrants
held by the Partnerships. As described more fully below, the Stockholders
Agreement also provides that the Partnerships may make a registration demand
request of the Company for registration with the Securities and Exchange
Commission ("Commission") of all or part of the shares of Class A Common Stock
issued or issuable pursuant to the exercise of the Warrants. A copy of the
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Stockholders Agreement (including the registration rights provisions thereof)
has been filed as an exhibit to this Schedule 13D and the statements made herein
are qualified in their entirety by reference to the Stockholders Agreement which
is hereby incorporated by reference herein.
In connection with an amendment to the Stockholders Agreement
and a certain Exchange Agreement and Consent, dated as of December 22, 1994 (the
"Exchange Agreement"), among the Company, Second Crystal Diamond, L.P., Paxson
Enterprises, Inc., the Partnerships and certain other purchasers of the
Company's securities, certain call rights with respect to the Warrants held by
the Partnerships were terminated. A copy of the Exchange Agreement has been
incorporated by reference as an exhibit to this Schedule 13D and the statements
made herein are qualified in their entirety by reference to the Exchange
Agreement which is hereby incorporated by reference herein.
Under the terms of the Stockholders Agreement, the
Partnerships have redemption rights with respect to shares of the Company's 15%
Cumulative Compounding Redeemable Preferred Stock and Series B 15% Cumulative
Compounding Redeemable Preferred Stock (collectively, the "Senior Preferred
Stock") that can be triggered by a change in control of the Company, by certain
bankruptcy-related events or any failure to select Lowell W. Paxson as Chairman
and Chief Executive Officer of the Company in accordance with the succession
provisions contained in the Stockholders Agreement. In addition, subject to
certain limitations and only after December 15, 1999, the Partnerships have the
right to require any shares of Senior Preferred Stock to be purchased for cash
by the Company. If the Partnerships choose to exercise their put or similar
rights with respect to Senior Preferred Stock and the Company is unable to
purchase all of the shares on the applicable purchase date because of a material
contractual obligation that prohibits such a repurchase, the Company is required
to take reasonable actions to enable the Company to purchase the securities
subject to the put notice, and is required to engage a nationally recognized
investment banking firm in order to advise and assist the Company in connection
with such actions.
The Stockholders Agreement also provides the Partnerships with
the right of first refusal to purchase, subject to certain conditions, their pro
rata share of any new securities the Company may issue.
Pursuant to registration rights granted in the Stockholders
Agreement, certain holders of Senior Preferred Stock, including the
Partnerships, may require the Company to register with the Commission under and
in accordance with the Securities Act of 1933, as amended ("Securities Act"),
all or part of their "Registrable Shares" (as defined in the Stockholders
Agreement). Registrable Shares are defined to include shares issued or issuable
as "Warrant Shares" (which is defined in the Stockholders Agreement and includes
shares of Class A Common Stock issuable upon exercise of the Warrants) (as
adjusted for certain stock splits, stock dividends, recapitalizations and
similar events) and any securities issued to the holders of Senior Preferred
Stock pursuant to their exercise of certain rights of first refusal. The Company
is required to effectuate a demand registration at the request of holders of
Senior Preferred Stock only if (i) it has been requested and consented to by the
holders of a majority of the Registrable
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Shares held by the holders of Senior Preferred Stock, and (ii) the shares as to
which registration is requested represent at least 25% of the aggregate
Registrable Shares held by holders of Senior Preferred Stock participating in
such registration. Generally, the holders of Senior Preferred Stock as a group
are entitled to three demand registrations.
If at any time the Company proposes to file on its own behalf
or on behalf of any holder or holders of any equity securities a registration
statement under the Securities Act (other than a registration statement on Form
S-4 or Form S-8 or any successor form for the registration of securities to be
offered pursuant to an employee benefit plan), then the Company must give notice
to the holders of Senior Preferred Stock and certain other stockholders of their
respective rights to include certain Registrable Shares held by such persons in
a piggy-back registration. The Company has the right to abandon any such
registration.
In the case of a demand or certain piggy-back registrations,
the Company will pay all registration expenses except underwriting discounts and
commissions and transfer taxes. In the case of a piggy-back registration, each
participating holder of Senior Preferred Stock and each of certain other
stockholders shall pay its pro rata share of the incremental registration filing
fees and shall pay all fees and disbursements of its counsel (other than a
single counsel for certain holders) incurred in connection therewith.
The registration rights provisions of the Stockholders
Agreement allocate Registrable Shares among participating holders of Senior
Preferred Stock and certain other stockholders if fewer than all the requested
shares are to be included in a registration statement. The registration rights
of such holders generally have priority over those of other parties that may
have registration rights.
Pursuant to an Agreement, dated as of March 26, 1996 (the
"Agreement"), by and among the Company, Second Crystal Diamond, L.P., Paxson
Enterprises, Inc., the Partnerships, National Union Fire Insurance Company of
Pittsburgh, PA, BT Investment Partners, Paribas North America, Inc. and Union
Venture Corporation, the Partnerships agreed to (i) terminate their rights to
put shares of Class A Common Stock and Class B Common Stock to the Company, (ii)
eliminate certain rights to approve certain investments by the Company, (iii)
permitted the Company to redeem the Senior Preferred Stock on or after December
15, 1996 (a year earlier than previously permitted) at a price of 105% of the
liquidation price thereof, (iv) permitted the Company to issue 2,000,000
additional shares of stock (or options to purchase the same), (v) permitted the
Company to issue 125,000 shares of common stock (or options to purchase the
same) at an exercise price of $3.42 per share, (vi) deleted certain restrictions
on the Company's ability to acquire businesses in consideration for stock of the
Company and (vii) modified certain rights of the parties to register common
stock of the Company. A copy of the Agreement has been incorporated by reference
as an exhibit to this Schedule 13D and the statements made herein are qualified
in their entirety by reference to the Agreement which is hereby incorporated by
reference herein.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Prior Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The following documents have been filed or incorporated by
reference as exhibits to this Schedule 13D (items marked with an * have been
previously filed):
*1. Stockholders' Agreement, dated as of December 15,
1993, by and among Paxson Communications Corporation,
Second Crystal Diamond, L.P., Paxson Enterprises,
Inc., and certain purchasers.
2. Exchange Agreement and Consent, dated as of December
22, 1994, among Paxson Communications Corporation,
Second Crystal Diamond, L.P., Paxson Enterprises,
Inc., and certain purchasers of securities of the
Company (incorporated herein by reference to Exhibit
4.7 of Paxson Communications Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994 (Commission File No. 1-13452)).
3. Amended and Restated Stockholders' Agreement, dated
as of December 22, 1994, among Paxson Communications
Corporation, Second Crystal Diamond, L.P., Paxson
Enterprises, Inc. and certain investors, including
the Amended and Restated Registration Rights
Provisions attached as Exhibit A thereto
(incorporated herein by reference to Exhibit 4.3 of
Paxson Communications Corporation's Annual Report on
Form 10- K for the fiscal year ended December 31,
1994 (Commission File No. 1- 13452)).
4. Agreement, dated as of March 26, 1996, by and among
Paxson Communications Corporation, Second Crystal
Diamond, L.P., Paxson Enterprises, Inc., Sandler
Mezzanine Partners, L.P., Sandler Mezzanine Foreign
Partners, L.P., Sandler Mezzanine T-E Partners, L.P.,
National Union Fire Insurance Company of Pittsburgh,
PA, BT Investment Partners, Inc., First Union
Corporation of Virginia, Paribas North America, Inc.
and Union Venture Corporation (incorporated herein by
reference to Exhibit 9.1 of Paxson Communications
Corporation's Registration Statement on Form S-3 No.
333-473).
5. U.S. Underwriting Agreement, dated March 28, 1996,
among Smith Barney, Inc., Painewebber Incorporated,
CIBC Wood Gundy Securities Corp., BT Securities
Corporation, as representatives of the several U.S.
underwriters, Paxson Communications Corporation,
Sandler Mezzanine Partners, L.P., Sandler Mezzanine
Foreign Partners, L.P., Sandler Mezzanine T-E
Partners, L.P. and certain other selling security
holders
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(incorporated herein by reference to Exhibit 1.1 of
Paxson Communications Corporation's Registration
Statement on Form S-3 No.
333-473).
6. International Underwriting Agreement, dated March 28,
1996, among Smith Barney Inc., Painewebber
International (U.K.) Ltd., CIBC Wood Gundy Securities
Corp., Bankers Trust International plc, as lead
managers of the several managers, Paxson
Communications Corporation, Sandler Mezzanine
Partners, L.P., Sandler Mezzanine Foreign Partners,
L.P., Sandler Mezzanine T-E Partners, L.P. and
certain other selling security holders (incorporated
herein by reference to Exhibit 1.2 of Paxson
Communications Corporation's Registration Statement
on Form S-3 No. 333-473).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information in this statement is true,
complete and correct.
Dated: April 30, 1996
SANDLER MEZZANINE GENERAL PARTNERSHIP
By: MJM Media Corp, its general partner
By: /s/ Michael J. Marocco
--------------------------
Name: Michael J. Marocco
Title: President
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SCHEDULE 1
(1) MJM Media Corp.
(a) MJM Media Corp. is a general partner of Sandler Mezzanine
General Partnership.
(b) MJM Media Corp. is incorporated in the state of New York.
(c) The present principal business of MJM Media Corp. is the
funding of investments.
(d) The principal business and office address of MJM Media
Corp. is 1800 Second Street, Suite 799, Sarasota, Florida 34246.
(e) During the last five years, MJM Media Corp. has not been
convicted in a criminal proceeding.
(f) During the last five years MJM Media Corp. has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which it 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.
(2) Michael J. Marocco
(a) Michael J. Marocco is the President, Treasurer, a Director
and the sole stockholder of MJM Media Corp., which is a general partner of
Sandler Mezzanine General Partnership.
(b) The business address of Mr. Marocco is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Mr. Marocco is as
managing director of Sandler Capital Management.
(d) During the last five years, Mr. Marocco has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Marocco 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.
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(f) Mr. Marocco is a citizen of the United States.
(3) Aaron Fleck
(a) Aaron Fleck is the Vice President and a Director of each
of MJM Media Corp. and Kornreich Media Corp., which are general partners of
Sandler Mezzanine General Partnership.
(b) The business address of Mr. Fleck is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Mr. Fleck is as a
consultant of Sandler Capital Management.
(d) During the last five years, Mr. Fleck has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Fleck 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. Fleck is a citizen of the United States.
(4) Andrew Sandler
(a) Andrew Sandler is a Director of each of MJM Media Corp.
and ARPH Media Corp., which are general partners of Sandler Mezzanine General
Partnership.
(b) The business address of Andrew Sandler is 767 Fifth
Avenue, 45th Floor, New York, New York 10153.
(c) The present principal business of Andrew Sandler is as
managing director of Sandler Capital Management.
(d) During the last five years, Andrew Sandler has not been
convicted in a criminal proceeding.
(e) During the last five years Andrew Sandler 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.
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(f) Andrew Sandler is a citizen of the United States.
(5) Edward Grinacoff
(a) Edward Grinacoff is a Director of ARPH Media Corp., which
is a general partner of Sandler Mezzanine General Partnership.
(b) The business address of Mr. Grinacoff is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Mr. Grinacoff is an
officer of Sandler Capital Management.
(d) During the last five years, Mr. Grinacoff has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Grinacoff 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. Grinacoff is a citizen of the United States.
(6) ARPH Media Corp.
(a) ARPH Media Corp. is a general partner of Sandler Mezzanine
General Partnership.
(b) ARPH Media Corp. is incorporated in the State of New York.
(c) The present principal business of ARPH Media Corp. is the
funding of investments.
(d) The principal business and office address of ARPH Media
Corp. is 1800 Second Street, Suite 799, Sarasota, Florida 34246.
(e) During the last five years, ARPH Media Corp. has not been
convicted in a criminal proceeding.
(f) During the last five years ARPH Media Corp. has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which it was or is subject to any judgment, decree
or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(7) Harvey Sandler
(a) Harvey Sandler is the President and the controlling
stockholder of ARPH Media Corp., which is a general partner of Sandler Mezzanine
General Partnership.
(b) The business address of Harvey Sandler is 767 Fifth
Avenue, 45th Floor, New York, New York 10153.
(c) The present principal business of Harvey Sandler is as
managing director of Sandler Capital Management.
(d) During the last five years, Harvey Sandler has not been
convicted in a criminal proceeding.
(e) During the last five years Harvey Sandler 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) Harvey Sandler is a citizen of the United States.
(8) Jeff Levine
(a) Jeff Levine is a Director of ARPH Media Corp., which is a
general partner of Sandler Mezzanine General Partnership.
(b) The business address of Jeff Levine is 1050 Lee Wagener
Boulevard, Suite 301, Fort Lauderdale, Florida 33315.
(c) The present principal business of Mr. Levine is as
consultant to Sandler Capital Management.
(d) During the last five years, Mr. Levine has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Levine 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.
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(f) Mr. Levine is a citizen of the United States.
(9) EMEBE Media Corp.
(a) EMEBE Media Corp. is a general partner of Sandler
Mezzanine General Partnership.
(b) EMEBE Media Corp. is incorporated in the State of New
York.
(c) The present principal business of EMEBE Media Corp. is the
funding of investments.
(d) The principal business and office address of EMEBE Media
Corp. is 1800 Second Street, Suite 799, Sarasota, Florida 34246.
(e) During the last five years, EMEBE Media Corp. has not been
convicted in a criminal proceeding.
(f) During the last five years EMEBE Media Corp. has not been
a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which it 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.
(10) Barry Lewis
(a) Barry Lewis is the President, a Director and the
controlling stockholder of EMEBE Media Corp., which is a general partner of
Sandler Mezzanine General Partnership.
(b) The business address of Mr. Lewis is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Mr. Lewis is as managing
director of Sandler Capital Management.
(d) During the last five years, Mr. Lewis has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Lewis 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.
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(f) Mr. Lewis is a citizen of the United States.
(11) Maryann Smith
(a) Maryann Smith is a Director of EMEBE Media Corp., which is
a general partner of Sandler Mezzanine General Partnership.
(b) The business address of Ms. Smith is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Ms. Smith is as an
employee of Sandler Capital Management.
(d) During the last five years, Ms. Smith has not been
convicted in a criminal proceeding.
(e) During the last five years Ms. Smith has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which she 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) Ms. Smith is a citizen of the United States.
(12) Kornreich Media Corp.
(a) Kornreich Media Corp. is a general partner of Sandler
Mezzanine General Partnership.
(b) Kornreich Media Corp. is incorporated in the State of New
York.
(c) The present principal business of Kornreich Media Corp. is
the funding of investments.
(d) The principal business and office address of Kornreich
Media Corp. is 1800 Second Street, Suite 799, Sarasota, Florida 34246.
(e) During the last five years, Kornreich Media Corp. has not
been convicted in a criminal proceeding.
(f) During the last five years Kornreich Media Corp. has not
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which it was or is subject to any
judgment, decree or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(13) John A. Kornreich
(a) John A. Kornreich is the President, a Director and the
sole stockholder of Kornreich Media Corp., which is a general partner of Sandler
Mezzanine General Partnership.
(b) The business address of Mr. Kornreich is 767 Fifth Avenue,
45th Floor, New York, New York 10153.
(c) The present principal business of Mr. Kornreich is as a
managing director of Sandler Capital Management.
(d) During the last five years, Mr. Kornreich has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Kornreich 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. Kornreich is a citizen of the United States.
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