<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 20, 1998 (October 16, 1998)
The Marquee Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-21711 13-3878295
(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
888 Seventh Avenue, 37th Floor, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 977-0300
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
The Marquee Group, Inc. ("Marquee") entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of July 23, 1998, with SFX
Entertainment, Inc. ("SFX") and SFX Acquisition Corp., a wholly-owned
subsidiary of Parent ("Sub"), pursuant to which Sub will be merged with and
into Marquee (the "Merger") and Marquee shall continue as the surviving
corporation of the Merger. Marquee entered into Amendment No. 3 to the Merger
Agreement ("Amendment No. 3"), dated as of October 16, 1998, pursuant to which,
among other things, Marquee shareholders will receive in the Merger 0.1111
shares of SFX Class A common stock for each share of Marquee common stock.
However, if the average of the last reported sale price of the SFX Class A
common stock for fifteen consecutive trading days ending five days before the
Merger is greater than $42.75, the Marquee shareholders will be entitled to
receive for each share of Marquee common stock the number of shares of SFX
Class A common stock equal to the quotient obtained by dividing $4.75 by such
average SFX Class A common stock price. The Board of Directors of Marquee
received an updated fairness opinion to the effect that as of October 16, 1998,
the merger consideration (giving effect to Amendment No. 3) is fair, from a
financial point of view, to the Marquee shareholders.
The consummation of the Merger remains subject to the satisfaction of
a number of conditions, including the approval of the shareholders of Marquee
and the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is anticipated that
the Marquee shareholders' meeting will be held in December of 1998.
The foregoing description of Amendment No. 3 does not purport to be
complete and is qualified in its entirety by the copy of Amendment No. 3
attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 2.1 Amendment No. 3, dated as of October 16, 1998, to
the Agreement and Plan of Merger among SFX
Entertainment, Inc. SFX Acquisition Corp. and The
Marquee Group, Inc., incorporated by reference to
Exhibit 2.3 to SFX Entertainment, Inc.'s Form 8-K,
File No. 0-24017, filed with the Securities and
Exchange Commission on October 20, 1998.
Exhibit 99.1 Joint Press Release, dated October 19, 1998,
incorporated by reference to Exhibit 99.1 to SFX
Entertainment, Inc.'s Form 8-K, File No. 0-24017,
filed with the Securities and Exchange Commission on
October 20, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
THE MARQUEE GROUP, INC.
By: /s/ Jan E. Chason
--------------------------------------------
Name: Jan E. Chason
Title: Chief Financial Officer and Treasurer
Date: October 19, 1998
