-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dwd7KI55CWn5KRH02IDhNGgQbGU6m8ylx8tdOG37aLppYqckuwX51B1hWHo4lm5L YRbMGNq5+L1PnvI5mjsq7w== 0000950153-97-000710.txt : 19970806 0000950153-97-000710.hdr.sgml : 19970806 ACCESSION NUMBER: 0000950153-97-000710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970805 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAXSON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000923877 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 593212788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44331 FILM NUMBER: 97651717 BUSINESS ADDRESS: STREET 1: 601 CLEARWATER PK RD CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 8135362211 MAIL ADDRESS: STREET 1: 18401 US HWY 19 NORTH CITY: CLEARWATER STATE: FL ZIP: 34624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER MEZZANINE GENERAL PARTNERSHIP CENTRAL INDEX KEY: 0000932933 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133722777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 5 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 5) Under the Securities Exchange Act of 1934* PAXSON COMMUNICATIONS CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 704231 10 9 - ------------------------------------------------------------------------------- (CUSIP Number) Ed Grinacoff Sandler Mezzanine General Partnership 767 Fifth Avenue, 45th Floor New York, New York 10153 (212) 754-8100 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 1997 - ------------------------------------------------------------------------------- (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). 1 2 CUSIP No. 704231 10 9 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Sandler Mezzanine General Partnership - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds Not Applicable (see Item 3) - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 1,623,671 shares Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 0 shares Owned by -------------------------------------------------------- Each Report- (9) Sole Dispositive Power 1,623,671 shares ing Person -------------------------------------------------------- With (10) Shared Dispositive Power 0 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,623,671 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN 2 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 5 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 (the "Reporting Person") hereby amends certain items of 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 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 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. 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. On July 30, 1997, the Partnerships sold to Jefferies & Company, a registered broker-dealer firm, 29.02530694 Warrants, representing 804,160 shares of Class A Common Stock, for consideration of $12.95 net per shares. As of the date hereof, the Partnerships hold an aggregate of 58.60476078 Warrants, which are exercisable for an aggregate of approximately 1,217,753 shares of Class A Common Stock and an aggregate of approximately 405,918 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 1,623,671 shares of Class A Common 3 4 Stock. The Company's Quarterly Report on Form 10-Q for the period ended March 31, 1997, reports that, as of April 30, 1997, 40,481,482 shares of Class A Common Stock were outstanding. 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 3.9% of the Company's Class A Common Stock. (b) The Reporting Person as general partner of the Partnerships has sole power (i) to direct the voting of the 1,623,671 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 this Item 5 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) The Reporting Person ceased to be the beneficial owner of more than five percent of the Class A Common Stock on July 30, 1997. 4 5 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: August 5, 1997 SANDLER MEZZANINE GENERAL PARTNERSHIP By: MJM Media Corp, its general partner By: /s/ Michael J. Marocco __________________________ Name: Michael J. Marocco Title: President 5 -----END PRIVACY-ENHANCED MESSAGE-----