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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Paxson Communications Corporation
---------------------------------
(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
704231 10 9
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(CUSIP Number)
Anthony L. Morrison, Paxson Communications Corporation
601 Clearwater Park Road
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West Palm Beach, Florida 33401
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
4-03-96
-----------
(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 5 Pages
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<TABLE>
<S> <C>
- ------------------------------------------------- --------------------------------------------
CUSIP NO. 704231 10 9 Page 2 of 5
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- ------------------------------------------------- --------------------------------------------
===========================================================================================================================
Names of Reporting Person
1 SS or ISA Identification Nos. of Above Person
LOWELL W. PAXSON
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) / /
NOT APPLICABLE (b) / /
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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
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Citizenship or Place of Organization
6
UNITED STATES
- ---------------------------------------------------------------------------------------------------------------------------
Sole voting power
7
31,564,182
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Number of shares Shared voting power
beneficially 8
owned by each 0
reporting person ----------------------------------------------------------------------------------------------------
with Sole dispositive power
9
31,564,182
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Shared dispositive power
10
0
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
31,564,182
- ---------------------------------------------------------------------------------------------------------------------------
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
67.4%
- ---------------------------------------------------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14
IN
===========================================================================================================================
</TABLE>
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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 Class A Common Stock, but may decide in the future to
do so. 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
31,564,182 shares of Class A Common Stock of the Company, which is the class of
securities identified pursuant to Item 1 above. Pursuant to Rule 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.
The Company's Registration Statement on Form S-1, declared effective
by the Securities and Exchange Commission on March 28, 1996, reports that
immediately prior to the Company's public offering of 13,500,000 shares of
Class A Common Stock (the "Offering"), the Company had 26,262,854 shares of
Class A Common Stock
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and 8,311,639 shares of Class B Common Stock issued and outstanding.
Accordingly, Mr. Paxson beneficially owned approximately 94.7% of the Company's
outstanding Class A Common Stock, (which, as noted, includes 8,311,639 shares
of Class B Common Stock). Mr. Paxson sold 1,190,000 shares of Class A Common
Stock in the Offering. In addition, the Company sold 10,300,000 shares of
Class A Common Stock in the Offering. Consequently, Mr. Paxson currently
beneficially owns approximately 67.4% of the Company's outstanding Class A
Common Stock (which 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 31,564,182 shares of Class A Common Stock.
Item 5.(c) During the past 60 days, Mr. Paxson effected the
following public sale of Class A Common Stock pursuant to a Registration
Statement on Form S-1, which the Securities and Exchange Commission declared
effective on March 28, 1996:
<TABLE>
<CAPTION>
Date No. of Shares Sold Price Per Share
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<S> <C> <C>
4-03-96 1,190,000 $16.00
</TABLE>
Item 5.(d) Not Applicable
Item 5.(e) Not Applicable
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.
None
_________________
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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: April 12, 1996
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/s/ Lowell W. Paxson
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Signature
Lowell W. Paxson
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Name
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