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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)(1)
Paxson Communications Corporation
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(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
West Palm Beach, Florida 33401
(561) 659-4122
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 2, 2001
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 pages)
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(1) 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).
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CUSIP No. 704231 10 9 Page 2 of 5
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Names of Reporting Person:
1 LOWELL W. PAXSON
I.R.S. Identification No. of Above Person (entity only)
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2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
NOT APPLICABLE (b) [ ]
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SEC use only
3
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Source of Funds*
4
NOT APPLICABLE
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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 Citizen
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Sole voting power
7 29,651,615
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Number of shares Shared voting power
beneficially 8 -0-
Owned by each
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Reporting person with Sole dispositive power
9 29,651,615
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Shared dispositive power
10 -0-
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Aggregate Amount Beneficially Owned by Each Reporting Person
11 29,651,615
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Check box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
12
NOT APPLICABLE
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Percent of Class Represented by Amount in Row (11) [ ]
13 45.98%
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Type of Reporting Person*
14
IN
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CUSIP No. 704231 10 9 Page 3 of 5
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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 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 a
result of which Mr. Paxson 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.
NOT APPLICABLE
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5.(a) Mr. Paxson beneficially owns an aggregate of 29,651,615
shares of Class A Common Stock, which is the class of
securities identified pursuant to Item 1 above. Pursuant to
Rule 13d-3(d)(1) of the Act, the above number and other
references herein to the number of shares of Class A Common
Stock Mr. Paxson 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
an equal number of shares of Class A Common Stock at any
time, and fully vested options to purchase 333,333 shares of
Class A Common Stock.
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CUSIP No. 704231 10 9 Page 4 of 5
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The Company's Quarterly Report on Form 10Q for the Quarter
Ended September 30, 2000, filed November 8, 2000, reports
that as of October 30, 2000, there were 55,842,904 shares of
Class A Common Stock and 8,311,639 shares of Class B Common
Stock issued and outstanding. Accordingly, Mr. Paxson
beneficially owns approximately 45.98% of the Company's
outstanding Class A Common Stock (which includes 8,311,639
shares of Class B Common Stock and vested options to
purchase 333,333 shares of Class A Common Stock).
ITEM 5.(b) Mr. Paxson has sole power to vote or direct the
vote of, and sole power to dispose or direct the disposition
of 29,651,615 shares of Class A Common Stock. No shares are
held with shared voting or dispositive power.
ITEM 5.(c) From March 1 through March 2, 2001, Mr. Paxson
effected the sale of 550,000 shares of Class A Common Stock
in the Company held in the name of Paxson Enterprises, Inc.
and Second Crystal Diamond Limited Partnership, each of
which is controlled by Mr. Paxson, at an average price of
$10.05 per share. All of the sales were effected pursuant to
Rule 144 and were accomplished through OTA Limited
Partnership as broker.
ITEM 5.(d) Not Applicable
ITEM 5.(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
NOT APPLICABLE
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
NONE
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CUSIP No. 704231 10 9 Page 5 of 5
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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: March 2, 2001.
/s/ LOWELL W. PAXSON
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Lowell W. Paxson
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of and any title of each person who signs the statement shall be typed
or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).