-----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, BdD3tV1FyokYD76p8LWXmfxP4iEACBBpZAfuEJRtOueeSi1UGKODrSO+fJs3hHCX Li4N9hhA5IqVIRIw4z8T5A== 0000950153-96-000714.txt : 19961008 0000950153-96-000714.hdr.sgml : 19961008 ACCESSION NUMBER: 0000950153-96-000714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961007 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: 96639695 BUSINESS ADDRESS: STREET 1: 601 CLEARWATER PARK ROAD 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 AMENDMENT NO. 4 TO SCHEDULE 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) 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) October 4, 1996 ------------------------------------------------------- (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). 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 2,427,835 shares Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 0 shares Owned by -------------------------------------------------------- Each Report- (9) Sole Dispositive Power 2,427,835 shares ing Person -------------------------------------------------------- With (10) Shared Dispositive Power 0 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person - -------------------------------------------------------------------------------- 2,427,835 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 4 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 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. 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. 4 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. Pursuant to the September 1996 Agreement (as defined in Item 6 hereof) and in connection with the Preferred Stock Offering (as defined in Item 6 hereof), the parties thereto provided for the Company's redemption of Senior Preferred Stock (as defined in Item 6 hereof) from the proceeds of such public offering and, effective upon such redemption, the waiver of the parties' rights of first refusal and registration rights with respect to the Preferred Stock Offering. See Item 6 for a discussion of the September 1996 Agreement. On October 4, 1996 the Preferred Stock Offering was consummated, the Company redeemed the Senior Preferred Stock pursuant to the September 1996 Agreement and Michael J. Marocco and John A. Kornreich, who are affiliates of the Reporting Person and were directors of the Company, resigned as directors of the Company. 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, 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. 2 5 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 1,820,876 shares of Class A Common Stock and an aggregate of approximately 606,959 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 2,427,835 shares of Class A Common Stock. The Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, reports that, as of July 31, 1996, 38,670,309 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 5.9% 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 Common Stock, the Reporting Person would effectively have approximately 6.1% 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 2,427,835 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. 3 6 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 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. 4 7 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 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. 5 8 Pursuant to an Agreement, dated as of September 26, 1996, and executed on October 2, 1996, 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, and in connection with a public offering (the "Preferred Stock Offering") by the Company of exchangeable preferred stock, the parties thereto provided for the Company's redemption of the Senior Preferred Stock from the proceeds of such public offering and, effective upon such redemption, the waiver of the parties' rights of first refusal and registration rights with respect to the Preferred Stock Offering. In addition, the September 1996 Agreement eliminates certain rights of the Partnerships and National Union Fire Insurance Company of Pittsburgh, PA under the Stockholders Agreement and provides for the termination of certain rights thereunder of the holders of Senior Preferred Stock, effective upon the redemption of the Senior Preferred Stock by the Company. A copy of the September 1996 Agreement has been filed as an exhibit to this Schedule 13D and the statements made herein are qualified in their entirety by reference to the September 1996 Agreement which is hereby incorporated by reference herein. On October 4, 1996 the Preferred Stock Offering was consummated, the Company redeemed the Senior Preferred Stock pursuant to the September 1996 Agreement and Michael J. Marocco and John A. Kornreich, who are affiliates of the Reporting Person and were directors of the Company, resigned as directors of the Company. 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). 6 9 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 (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). *99.7. Agreement, dated as of September 26, 1996, 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. 7 10 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: October 4, 1996 SANDLER MEZZANINE GENERAL PARTNERSHIP By: MJM Media Corp, its general partner By: /s/ Michael J. Marocco ------------------------------- Name: Michael J. Marocco Title: President 8 -----END PRIVACY-ENHANCED MESSAGE-----