Joint Venture Agreement re: Tony 'n Tina's Wedding - Broadway Series Associates Inc. and Pace Variety Entertainment Inc.
JOINT VENTURE AGREEMENT
AGREEMENT made as of this 27th day of August, 1997, by and between
BROADWAY SERIES ASSOCIATES, INC., ("BSA"), 611 Main Street, Louisville,
Kentucky, 40202 and PACE VARIETY ENTERTAINMENT, INC. ("PACE"), 515 Post Oak
Boulevard, Suite 300, Houston, Texas 77027. Each of BSA and PACE is hereinafter
sometimes referred to as a "Venturer" and both together are collectively
referred to as the "Venturers".
The parties hereto desire to form a joint venture to produce and
present, upon the terms and conditions stated below, a production of the musical
play entitled TONY 'N TINA'S WEDDING (the "Play"), created by Artificial
Intelligence (authors), the rights in which are controlled by TNT Company
("TNT").
Accordingly, the parties hereto hereby agree as follows:
1. Formation of Joint Venture.
1.1 The Venturers hereby form a Texas joint venture (the "Joint
Venture") to be called "The Wedding Tour Company" to produce and cause the
production of a non-union bus and truck touring production of the Play and to
exploit any and all other rights in the Play granted to it or to any of the
Venturers by TNT and/or the authors, including commercial sponsorships,
merchandising and the sale of commercial use products.
2. Decisions; Contracts.
2.1 All decisions (including budget, routing, creative staffing
and selection of personnel, including attorney and accountant) shall require
approval of the parties hereto, not to be unreasonably withheld.
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The Venturers agree to engage Franklin, Weinrib, Rudell Vassallo
to act as legal counsel.
The Venturers further agree that 101 Productions Inc. ("General
Manager") shall provide general management services in connection with all
productions of the Play produced hereunder for a production fee of five thousand
dollars ($5,000) plus seven hundred fifty ($750) weekly starting two weeks prior
to the first public performance.
Decisions affecting the day-to-day operations of the touring
company are hereby delegated to 101 Productions in its capacity as general
manager.
2.2 The production budget attached hereto as Exhibit "A" is hereby
approved.
2.3 The following personnel are hereby approved:
2.3.1 Larry Pelligrini - director
2.3.2 Joe Corcoran - executive producer
2.3.3 Franklin Weinrib Rudell Vassallo - legal counsel
2.3.4 (to be determined) - accountant
2.3.5 The Booking Group - booking agent for non-PACE markets.
2.4 All major contracts with respect to the production and
presentation of the Play shall be signed by each of the parties hereto. All day
to day contracts shall be signed on behalf of the Joint Venture by 101
Productions or its authorized representative.
3. Agreements with Venturers.
3.1 The Venturers hereby agree to co-present the production in
Louisville, Columbus, Cincinnati, and Indianapolis.
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3.2 The Venturers hereby agree that PACE shall be the local
presenter for the production of the Play hereunder in certain cities, as set
forth on Exhibit "B" attached hereto, on the terms and conditions set forth on
Exhibit "C". PACE shall be entitled to retain all payments it receives as local
presenter, and the other Venturers shall not share therein.
3.3 The Venturers hereby agree that BSA may elect to be the local
presenter for the production of the Play hereunder in certain cities to be
agreed upon between the parties on the terms and conditions set forth in Exhibit
"C" annexed hereto. BSA shall be entitled to retain all payments payable to BSA
as local presenter, and the other Venturers shall not share therein.
4. Assignment of Rights.
Each of the Venturers shall assign, or cause to be assigned, all rights
and interest that it now has or may hereafter acquire in the Play to the Joint
Venture upon its formation.
5. Agreements in Connection with the Play.
5.1 License Agreement. PACE has negotiated a license contract (the
"License Contract") with TNT which permits PACE to produce and present
productions of the Play. The Venturers hereby approve the License Contract, and
PACE hereby assigns the License Contract to the Joint Venture and the Joint
Venture hereby assumes all obligations thereunder.
5.2 Joe Corcoran Agreement. PACE has entered into an agreement
(the "Corcoran Agreement") with Joe Corcoran Productions to serve as executive
producer for its productions of the Play. The Venturers hereby acknowledge
receipt of a copy of the Corcoran Agreement, approve the Corcoran Agreement and
PACE hereby assigns the Corcoran Agreement to the Joint Venture and the Joint
Venture hereby assumes all obligations thereunder.
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6. Term.
The term of this Agreement and of the Joint Venture shall commence on
the date hereof and shall continue for as long as rights in the Play, including
the right to receive income, either (a) continue to be held by any joint
venturer or (b) are reacquired by any joint venturer during the period currently
five years after the termination of the Joint Venture.
7. Bank Account; Checks.
The parties have agreed to open bank accounts in New York in the name
of the Joint Venture at Chase Bank, 600 Fifth Avenue, New York, New York. Checks
on said account may be signed by any joint venturer or general manager.
8. Pre-Production Expenses.
The Venturers have heretofore contributed certain pre-production
expenses in connection with the production of the Play as set forth in Exhibit
"A" attached hereto, which also reflects how such funds have been expended. Such
expenses shall be included as part of the production budget of the Play and
shall be credited to the Venturers' respective obligations to contribute funds
to the Joint Venture pursuant to Paragraph 9.2 below.
9. Financing Productions of the Play.
9.1 The Venturers agree that the initial capitalization required
for the initial production of the Play (the "Capitalization") inclusive of all
required bonds shall be as set forth on the production budget attached hereto as
Exhibit "A".
9.2 The Venturers agree that each of them shall provide one-half
(1/2) of the Capitalization, to be provided on an "as needed" basis as presenter
deposits from the initial cities on the tour. Any third party deposits in the
form of advances shall be credited equally to reduce
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the share due from each of the Venturers. The aforesaid contributions of the
Venturers shall be provided to the Joint Venture, on a pari passu and pro rata
basis, as mutually agreed.
9.3 The Capitalization shall not be increased without unanimous
approval of the Venturers. The foregoing shall in no way derogate from any
Venturer's liability for losses and liabilities beyond the Capitalization, as
set forth in Paragraph 10.3 below.
9.4 If, in obtaining any monies hereunder, the parties are
required to take any actions to comply with the Securities Act of 1933, as
amended, or any rules or regulations promulgated thereunder, or to comply with
Article 23 of the Arts and Cultural Affairs Law of the State of New York, or any
rules and regulations promulgated thereunder, or the laws of any other state or
Jurisdiction relating to the sale of securities, they shall take, or cause to be
taken, such action as may be required to comply therewith. Each Venturer shall
indemnify and hold harmless the Joint Venture and the other Venturers against
any and all liability resulting from the breach by it of this Paragraph 9.4.
10. Allocation of Profits and Losses.
10.1 Any and all operating profits of the Joint Venture shall
first be distributed to the Venturers equally until the entire Capitalization
has been recouped by the Venturers.
10.2 Following recoupment, any and all net profits of the Joint
Venture shall be divided, as follows:
PACE - 60%
BSA - 40%
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10.3 All losses and liabilities of the Joint Venture in excess of
Capitalization, including without limitation any costs, expenses or other
liability pursuant to the Bonds, shall be borne and paid equally by the parties
hereto.
10.4 The profits and losses of the Joint Venture shall be defined
in accordance with generally accepted accounting principles, consistently
applied. The receipts of the Joint Venture shall include all receipts of any
kind or nature directly or indirectly received by the Joint Venture or any
Venturer, arising from, relating to, or connected with the Play, including
without limitation receipts from commercial sponsorships, merchandising, and the
sale of commercial use products, but specifically not including receipts of any
Venturer as general manager, theater owner, local presenter or promoter, booking
agent, or as a result of any interest it may have in any merchandising company,
publishing company or similar entity.
10.5 Any and all profits of the Joint Venture shall be distributed
to the Venturers at such time as the parties may agree provided that the Joint
Venture shall always have the right to retain sufficient monies to cover any
liabilities and to maintain adequate reserves.
10.6 The books and records of the Joint Venture shall be kept at
the offices of the General Manager in New York City. Each Venturer or its
authorized representative shall have the right, at reasonable times, during
regular business hours, to inspect such books and records.
11. Credit.
Subject to the terms of the Production Agreement and the Corcoran
Agreements, the production of the Play shall be announced substantially as
follows:
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PACE VARIETY ENTERTAINMENT, INC. & BROADWAY SERIES ASSOCIATES, INC.
IN ASSOCIATION WITH JOE CORCORAN PRODUCTIONS
PRESENT
The names of the Venturers shall be of equal size, style and prominence.
12. Fees
PACE shall receive a cash office charge of two hundred fifty dollars
($250) per week commencing three weeks prior to the commencement of rehearsals
of each company presented by the Joint Venture and continuing until two weeks
after the close of each such company.
13. Producer's Fee.
13.1 The producer's weekly royalty (the "Producer's Fee") shall be
two percent (2%), increasing to three percent (3%) at 150% recoupment, of the
gross weekly box office receipts of each company of the Play presented by the
Joint Venture. The Producer's Fee shall be shared as follows:
PACE 1.0% pre-recoupment; 1.5% at 150% recoupment
BSA 1.0% pre-recoupment; 1.5% at 150% recoupment
13.2 The Producer's Fee shall be calculated and paid in the same
manner as the royalty payable to Author pursuant to the Production Contract.
14. Other Activities.
Each of the Venturers shall devote such time and effort as may be
necessary or advisable for the furtherance of the production of the Play. Each
of the Venturers shall have the right to engage in other business activities
during the continuation of this Agreement, including, without limitation, the
production of other plays.
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15. Abandonment.
The parties may abandon the venture at any time upon mutual consent. At
any time after at least two full weeks of paid public performances have been
presented, any Venturer may request, by notice in writing delivered to the other
Venturers, that such company (the "Closing Company") be closed the second
following Sunday (the "Effective Date"). Such notices shall be given no later
than twelve o'clock noon on the Monday two weeks prior to the Effective Date. If
any Venturer (the "Closing Party") shall desire to close the production, and the
other Venturer (the "Running Party") shall desire to continue to run the
production, then the Running Party shall have the right to do so, and the
Closing Party shall (i ) have no further participation or interest in any
proceeds or profits of, and management fees and office charges, relating to the
production following the Effective Date, and (ii) have no further liability with
respect to any operating losses of the production following the Effective Date.
In the event that the Closing Party withdraws from the production, the Running
Party shall indemnify the Closing Party against any operating losses of the
production incurred following the Closing Date. The Closing Party shall forfeit
all right, title and interest in and to the Tour and all proceeds thereof
commencing with the Effective Date, but this shall not affect the Closing
Party's interest in any proceeds accrued prior thereto but not distributed.
16. Assignment.
This Agreement shall bind and inure to the benefit of each of the
Venturers and their respective executors, administrators, successors and
personal representatives. No Venturer hereto shall have the right to assign this
Agreement or any of its rights hereunder or herein without the prior written
consent of the other Venturers, except that:
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(a) PACE may assign this Agreement to any of Allen Becker, Brian Becker
and/or Miles Wilkin, to any corporation of which it or any of the foregoing
individuals is a controlling shareholder, to a limited liability company of
which any of the foregoing individuals is a managing member, or to any
partnership of which it or any of the foregoing individuals is a general
partner, provided that such assignee assumes in writing all of the obligations
of the assignor.
(b) BSA may assign this Agreement to Leslie Broecker, Amy Kessler, or
Sue Vierling, to any corporation of which it or any of the foregoing individuals
is a controlling shareholder, to a limited liability company of which it or any
of the foregoing individuals is a managing member, or to any partnership of
which it or any of the foregoing individuals is a general partner, provided that
such assignee assumes in writing all of the obligations of the assignor.
17. Governing Law.
This contract is made in the State of Texas and shall be construed in
accordance with, and governed by, the laws of that state applicable to contracts
made and performed entirely therein.
18. Notices.
18.1 All notices ("Notices") which any Venturer is required or may
desire to give to any other party under this Agreement shall be in writing and
shall be delivered personally or sent by registered or certified mail (postage
prepaid) or fax to such party at the address of such party given below, or at
such other address as such party shall have designated by notice duly given in
the manner above provided. All such notices shall be deemed given on receipt.
18.2 Copies of such notices shall be sent to:
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for PACE: Elliot Brown, c/o Franklin Weinrib Rudell Vassallo
488 Madison Ave, 18th floor, NY NY 10022-5761
for BSA: Amy Kessler, c/o Broadway Series Associates
611 Main Street, Louisville, KY 40202
19. Arbitration.
Any controversy, claim, dispute or question arising out of, or in
connection with, or in relation to, the validity, interpretation, performance or
nonperformance of this Agreement, or any breach thereof, shall be determined and
settled by arbitration in New York City before a single arbitrator in accordance
with the then existing rules of the American Arbitration Association, and
judgment upon any award, which may include an award of damage, may be entered in
the highest court, of the forum, state or federal, having jurisdiction.
20. Miscellaneous.
20.1 Each of the parties hereto agrees to sign such further
instruments in writing as may be required to effectuate the purpose and intent
of this Agreement.
20.2 The failure of any party hereto to enforce at any time any of
the provisions hereof shall not be construed to be a waiver of such provisions
or of such party's rights thereafter to enforce such provisions.
20.3 This Agreement constitutes the entire understanding between
the parties hereto and replaces all prior understandings and agreements between
the parties with respect to production of the Play. It may not be modified
except by a written instrument signed by all of the parties.
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20.4 Paragraph headings are inserted for convenience only and
shall not be deemed part of this Agreement for any purpose whatsoever.
20.5 This Agreement may be executed in several counterparts, and
all counterparts so executed by all the parties hereto and affixed to this
Agreement shall constitute a valid and binding agreement, even though all the
parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties have affixed their hands as of the
day and year first above written.
PACE VARIETY ENTERTAINMENT, INC. BROADWAY SERIES ASSOCIATES, INC.
By: /s/ Michael Gayler By: /s/ B. L Broecker
------------------------------ ------------------------------
Michael Gayler, Secretary B. L. Broecker, President
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EXHIBIT "A" - PRODUCTION BUDGET
<PAGE>
TONY 'N TINA'S WEDDING NATIONAL TOUR 10/03/97
*********FOR DISCUSSION ONLY**********SUBJECT TO CHANGE********
PRELIMINARY ESTIMATED PRODUCTION BUDGET 5th Draft PAGE 1 OF 2
PHYSICAL PRODUCTION
Costumes and Hair 8,350
Lighting/Sound/Pops 2,500
Musical Instruments 0
Miscellaneous 500
FEES $11,350.00
Author 0
Director (Larry Pelligrini 0
Costume Designer (Juan DeArmas) 2,000
NY Costume Supervisor ($15 x 20hr) 300
General Manager 5,000
Casting 0
Legal 10,000
Executive Producer Fee (Joe Corcoran Prod) 5,000
Choreographer (Hal Simons) 500
$22,800.00
REHEARSAL SALARIES AND EXPENSES
Actors - 26 @ $350 x 1 week 9,100
Asst Dir/Actor @ $400 x 1 week 400
Stage Manager - $750 x 1 week 750
Musical Director - $500 x 1 week 500
Musicians - $350 x 2 x 1 week 700
General Manager - $750 x 2 weeks 1,500
Company Manager - $600 x 2 weeks 1,200
Press Agent 0
Marketing (Lourdes) 1,500
Wardrobe & Hair Supervisor 400
Audition Expenses 500
Rehearsal Space 500
Misc. Rehearsal Expenses 300
$17,350.00
LOAD-IN & RENOVATION
Wardrobe/Hair 750
Hauling 750
Departmental Bills 750
<PAGE>
$2,250.00
TONY 'N TINA'S WEDDING NATIONAL TOUR 9/26/97
*********FOR DISCUSSION ONLY**********SUBJECT TO CHANGE********
PRELIMINARY ESTIMATED PRODUCTION BUDGET 5th Draft PAGE 2 OF 2
ADVERTISING & PUBLICITY
TV/Radio Commercials 0
Photos and Print 1,000
Signs/Posters/Fliers 5,000
Front of House 0
Group Sales Materials 1,000
Opening Night Party 0
Press Agent Misc. Expenses 1,000
$8,000.00
ADMINISTRATIVE & GENERAL
Accountants Fee (Matt Farrell) 2,000
Office - $750 x 4 weeks (Joe Corcoran Prod.) 3,000
Office - $250 x 4 weeks (PACE) 1,000
Office - $250 x 4 weeks (BSMG) 1,000
Payroll Taxes 2,035
Insurance 6,000
Transportation 6,500
Per Diem 17,800
Prelim. Box Office 0
Development (PACE Conference) 17,213
Copying/Messenger/FedEx 2,000
Miscellaneous 1,000
$59,547.50
ADVANCE ROYALTIES
The TNT Company 20,000
Artificial Intelligence 1,000
Director's Advance / Pellegrini Royalties 1,000
$22,000.00
SUBTOTAL CAPITALIZATION $143,297.50
CONTINGENCY $31,702.50
<PAGE>
TOTAL MAXIMUM CAPITALIZATION $175,000.00
TONY 'N TINA'S WEDDING NATIONAL TOUR 10/03/97
*********FOR DISCUSSION ONLY**********SUBJECT TO CHANGE********
PRELIMINARY ESTIMATED PRODUCTION BUDGET 5th Draft PAGE 1 OF 2
SALARIES
Cast - 26 @ $400 10,400
Asst Dir/Actor 500
Stage Manager 600
General Manager 750
Company Manager 600
Press Agent 0
Musical Director/Actor 600
Wardrobe & Hair 500
Musicians - 2 @ $400 800
$14,750.00
ADVERTISING & PUBLICITY
Newspaper & Radio 0
Photos/Signs, etc 0
Special Promotions 0
Press Agent Expenses 0
Playbills/Misc 150
$150.00
DEPARTMENTAL EXPENSES
General/Tour/Stage Mgr. Exps 250
Wardrobe & Hair 850
Electrics/Sound 100
Music Department/Keyboard Rental 150
$1,350.00
THEATRE EXPENSES
Space Renovation & Scenery 0
Props and Furniture 0
Reception Space Rental 0
Ceremony Space Rental 0
Cleaning 0
Utilities/Maintenance 0
Catering 0
Miscellaneous 200
$200.00
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TONY 'N TINA'S WEDDING NATIONAL TOUR 10/03/97
*********FOR DISCUSSION ONLY**********SUBJECT TO CHANGE********
PRELIMINARY ESTIMATED PRODUCTION BUDGET 5th Draft PAGE 2 OF 2
GENERAL AND ADMINISTRATIVE
Accounting 350
Legal 200
Insurance 500
Payroll Taxes 1,814
Per Diems/Living Expenses 13,800
Transportation 1,200
Layoff 1,750
Telephone/Messenger 250
Payroll Service 75
Box Office Operations 0
Office Fee
(750.00 JCP, 250.00 PACE, 250.00 BSMG) 1,250
Miscellaneous 262
$21,450.00
TOTAL FIXED WEEKLY $37,900.00
PRODUCTION AMORTIZATION/PROFIT $9,600.00
TOTAL FIXED WEEKLY WITH AMORTIZATION $47,500.00
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EXHIBIT "B" - CITIES FOR PRESENTATION
PTG - SOLO
----------
Atlanta
Austin
Baltimore
Chicago / Rosemont
Costa Mesa
Dallas
Edmonton
Fort Lauderdale
Green Bay, Wisconsin
Houston
Long Beach
Miami
Milwaukee
Minneapolis
Myrtle Beach, SC
Nashville
New Orleans
Omaha
Ottawa
Orlando
Palm Beach
Pittsburgh
Portland, OR
San Antonio
Seattle
Tampa
Tempe / Phoenix
Washington, DC
BSA / PTG CO-PRESENT
--------------------
Cincinnati
Columbus
Indianapolis
Louisville
BSA - SOLO
----------
Lexington, KY
Ashland, KY
Dayton, OH
Owensboro, KY
Bowling Green, KY
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EXHIBIT "C" - CITIES FOR PRESENTATION
GUARANTEE $47,500.00
ROYALTY GUARANTEE 10% of Gross
LOCAL PROMOTER COSTS Estimated at 20,000.00
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/09/1998
981474966 - 2757193
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SFX BROADCASTING OF THE MIDWEST, INC.
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation")
is SFX BROADCASTING OF THE MIDWEST, INC. The date of incorporation is May 30,
1997.
2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
"FIRST: The name of the corporation (hereinafter called the
"corporation") is SFX CONCERTS OF THE MIDWEST, INC."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificates to be
signed by Howard J. Tytel, its Secretary on this 9th day of December, 1995.
By: /s/ Howard J. Tytel
--------------------------
Howard J. Tytel
Secretary
<PAGE>
Microfilm Number ____________ Filed with the Department of State on __________
Entity Number ________________ Secretary of the Commonwealth __________________
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirement of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: SJS ENTERTAINMENT CORPORATION
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name or its commercial registered office provider
and the county of venue is (the Department is hereby authorized to
correct the following information to conform to the records of the
Department):
(a) 319 Market Street, Harrisburg PA 17101 Dauphin
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the country in which the
corporation is located for venue and official publication purposes.
3. The statute by or under which it was incorporated is
4. The date of its incorporation is: 11/30/95
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.
The amendment shall be effective on:
6. (Check one of the following):
The amendment was adopted by the shareholders (or members )
pursuant to 16 Pa.C.S. ss. 1914(a) and (b).
X The amendment was adopted by the board of directors pursuant to
Pa.C.S. ss. 1914(C)
7. (Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full,
is as follows:
X The amendment adopted by the corporation is set forth in full in
Exhibit A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
The restated Articles of Incorporated supersede the original
Articles and all amendments thereto.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
29th day of October 1998.
SJS ENTERTAINMENT CORPORATION
By: /s/ [illegible]
--------------------------------
Title: Vice President
<PAGE>
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
SJS ENTERTAINMENT CORPORATION
(the "Company")
WHEREAS, the Company, a corporation duly organized and validly existing
under the laws of the State of Pennsylvania, desires to change the name of the
company by amending its certificate in incorporation; and
WHEREAS, the undersigned, being all of the Directors of the Company, in
compliance with section 15 Pa.C.S. ss. 1914(c), do hereby adopt the following
resolutions by unanimous written consent; now therefore be it
RESOLVED, that the certificate of incorporation of the Company is
hereby amended by striking out Article FIRST thereof, and be it
FURTHER RESOLVED, that Article FIRST will be replaced with the
following "FIRST: The name of the corporation (hereinafter called the
"corporation") is SFX RADIO NETWORK, INC."
The Unanimous Written Consent may be executed in one or more
counterparts which, taken together, shall constitute the original action of the
Board of Directors of the Company and shall be filed with the proceedings of the
Board of Directors of the Company.
IN WITNESS WHEREOF; the undersigned Board of Directors of the Company
has executed this Written Consent as of the 29th day of October, 1998.
/s/ [illegible]
---------------------------------
Robert F.X. Sillerman
/s/ [illegible]
---------------------------------
Howard J. Tytel
/s/ [illegible]
---------------------------------
Michael G. Ferrel
<PAGE>
(CHANGES) BUREAU USE ONLY:
DOCKETING STATEMENT DSCS 15-1348 (Rev 95) ___REVENUE ___LABOR & INDUSTRY
___OTHER
FILING FEE: NONE FILE CODE
FILED DATE
This form (title in triplicate) and all accompanying documents shall be mailed
to:
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Part I. COMPLETE FOR EACH FILING:
Current name of entity or registrant affected by the submittal to which this
statement relates: (survivor or ____ entity if merger or consolidation)
SJS ENTERTAINMENT CORPORATION
Entity number, if known: NOTE: ENTITY NUMBER is the computer index number
assigned to an entity upon initial filing in the Department of State.
Incorporation/qualification date in Pa.: 11/30/95 State of Incorporation: Pa.
Federal identification Number: 23-2828323
Specified effective date, if any: n/a
Part II. COMPLETE FOR EACH FILING This statement is being submitted with (check
proper box):
X Amendment: complete Section A only
<PAGE>
X Section A. CHANGES TO BE MADE TO THE ENTITY NAMED IN Part I: (Check
box/boxes which pertain)
X Name: to be changed to SFX RADIO NETWORK, INC.
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