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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 9, 1998
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THE MARQUEE GROUP, INC.
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(Exact Name of Registrant as specified in its charter)
DELAWARE 0-21711 13-3878295
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number
888 SEVENTH AVENUE, 37TH FLOOR, NEW YORK, NY 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 977-0300
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The Marquee Group, Inc. (the "Company") entered into an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of July 23, 1998, with
SFX Entertainment, Inc. ("Parent") and SFX Acquisition Corp., a wholly-owned
subsidiary of Parent ("Sub"), pursuant to which Sub will merge with and into
the Company (the "Merger") and the Company shall continue as the surviving
corporation of the Merger. The Company signed two amendments to the Merger
Agreement extending the date for the filing of the proxy to October 16, 1998.
Additionally, the Company and Parent issued a joint press release on
October 8, 1998, announcing the opening of discussions regarding a possible
renegotiation of the terms of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits.
2.1 Amendment No. 1, dated as of September 21, 1998, to the
Agreement and Plan of Merger among SFX Entertainment,
Inc., SFX Acquisition Corp. and The Marquee Group, Inc.
2.2 Amendment No. 2, dated as of October 5, 1998, to the
Agreement and Plan of Merger among SFX Entertainment,
Inc., SFX Acquisition Corp. and The Marquee Group, Inc.
10.1 Joint Press Release dated October 8, 1998.
2
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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 hereunto duly authorized.
THE MARQUEE GROUP, INC.
By: /s/ Jan E. Chason
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Name: Jan E. Chason
Title: Chief Financial Officer and
Treasurer
Date: October 9, 1998
S-1
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EXHIBIT INDEX
Exhibit No.
2.1 Amendment No. 1, dated as of September 21, 1998, to the
Agreement and Plan of Merger among SFX Entertainment,
Inc., SFX Acquisition Corp. and The Marquee Group, Inc.
2.2 Amendment No. 2, dated as of October 6, 1998, to the
Agreement and Plan of Merger among SFX Entertainment,
Inc., SFX Acquisition Corp. and The Marquee Group, Inc.
10.1 Joint Press Release dated October 8, 1998.
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Exhibit 2.1
EXECUTION COPY
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMONG
SFX ENTERTAINMENT, INC.,
SFX ACQUISITION CORP.
AND
THE MARQUEE GROUP, INC.
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER dated as of
September __, 1998, among SFX Entertainment, Inc., a Delaware corporation
("SFX"), SFX Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of SFX ("Acquisition Sub"), and The Marquee Group, Inc., a Delaware
corporation ("Marquee").
WHEREAS, SFX, Acquisition Sub and Marquee have entered into an
Agreement and Plan of Merger, dated as of July 23, 1998 (the "Merger
Agreement"), pursuant to which, among other things, the parties agreed to the
merger of Acquisition Sub with and into Marquee, upon the terms and subject to
the conditions set forth in the Merger Agreement;
WHEREAS, the parties to the Merger Agreement desire to amend certain
terms and conditions thereof, as set forth herein; and
WHEREAS, capitalized terms used but not defined herein have the
meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, the parties to the Merger Agreement further agree as
follows:
1. The first sentence of Section 6.01(a) of the Merger Agreement is hereby
amended to delete the words "60 days" and to insert the words "75 days" in lieu
thereof.
2. Section 6.03(a) of the Merger Agreement is hereby amended by the addition of
the following sentence at the end of the paragraph:
"Notwithstanding anything herein to the contrary, the withdrawal and
prompt re-filing of SFX's filings with respect to the Merger
pursuant to the HSR Act on or about September 18, 1998, shall not be
deemed to violate this Agreement, nor shall the taking of any
reasonable action in dealing with inquiries with respect to the
Merger by the Department of Justice be deemed to violate this
Agreement; provided, however, that nothing contained herein shall be
deemed to require consummation of the Merger on any terms other than
as set foth in this Agreement."
3. Except to the extent expressly set forth in this Amendment No. 1 to
Agreement and Plan of Merger, no terms and conditions of the Merger Agreement
are amended or modified hereby, and all such terms and conditions shall remain
in full force and effect.
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IN WITNESS WHEREOF, SFX, Acquisition Sub and Marquee have caused
this Amendment No. 1 to the Agreement and Plan of Merger to be signed by their
respective officers thereunto duly authorized, all as of the date first written
above.
SFX ENTERTAINMENT, INC.
By: /s/ Howard J. Tytel
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Howard J. Tytel
Executive Vice President and Secretary
SFX ACQUISITION CORP.
By: /s/ Howard J. Tytel
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Howard J. Tytel
Executive Vice President and Secretary
THE MARQUEE GROUP, INC.
By: /s/ Robert M. Gutkowski
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Robert M. Gutkowski
President and Chief Executive Officer
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Exhibit 2.2
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
AMONG
SFX ENTERTAINMENT, INC.,
SFX ACQUISITION CORP.
AND
THE MARQUEE GROUP, INC.
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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER dated as of October
5, 1998, among SFX Entertainment, Inc., a Delaware corporation ("SFX"), SFX
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SFX
("Acquisition Sub"), and The Marquee Group, Inc., a Delaware corporation
("Marquee").
WHEREAS, SFX, Acquisition Sub and Marquee have entered into an
Agreement and Plan of Merger, dated as of July 23, 1998 (the "Merger
Agreement"), pursuant to which, among other things, the parties agreed to the
merger of Acquisition Sub with and into Marquee, upon the terms and subject to
the conditions set forth in the Merger Agreement;
WHEREAS, SFX, Acquisition Sub and Marquee have entered into an
Amendment No. 1 to the Merger Agreement, pursuant to which, among other things,
the parties amended Section 6.01(a) of the Merger Agreement;
WHEREAS, the parties to the Merger Agreement desire to further amend
Section 6.01(a) of the Merger Agreement, as set forth herein; and
WHEREAS, capitalized terms used but not defined herein have the
meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, the parties to the Merger Agreement further agree as
follows:
1. The first sentence of Section 6.01(a) of the Merger Agreement is
hereby amended to delete the words "75 days" and to insert the words "85 days"
in lieu thereof.
2. Except to the extent expressly set forth in this Amendment No. 2
to Agreement and Plan of Merger, no terms and conditions of the Merger
Agreement are amended or modified hereby, and all such terms and conditions
shall remain in full force and effect.
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IN WITNESS WHEREOF, SFX, Acquisition Sub and Marquee have caused
this Amendment No. 2 to the Agreement and Plan of Merger to be signed by their
respective officers thereunto duly authorized, all as of the date first written
above.
SFX ENTERTAINMENT, INC.
By: /s/ Richard A. Liese
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Richard A. Liese
Senior Vice President and Assistant Secretary
SFX ACQUISITION CORP.
By: /s/ Richard A. Liese
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Richard A. Liese
Vice President and Assistant Secretary
THE MARQUEE GROUP, INC.
By: /s/ Robert M. Gutkowski
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Robert M. Gutkowski
President and Chief Executive Officer
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EXHIBIT 10.1
NEWS RELEASE
SFX ENTERTAINMENT, INC./THE MARQUEE GROUP
SFX Entertainment, Inc. and The Marquee Group, Inc. jointly announced
today that they have commenced preliminary discussions regarding a possible
restructuring of the proposed acquisition of Marquee by SFX Entertainment.
Robert F.X. Sillerman, Executive Chairman of SFX Entertainment, stated "while
we remain confident that The Marquee Group would be an excellent addition to
the SFX Entertainment family of companies, the present financial situation and
the terms of the existing Merger Agreement, which include SFX Entertainment's
right to terminate the Merger Agreement in the event certain trading price
levels are maintained in shares of SFX Entertainment Class A common stock, make
it unlikely that the transaction as presently structured will be consummated."
The parties also indicated that no assurance can be given that any agreement
concerning a restructured transaction will be reached.
The existing Merger Agreement provides for a stock merger transaction in
which Marquee shareholders receive, for each outstanding share of Marquee
common stock, a minimum of $6.00 and a maximum of $6.30 of SFX Entertainment
Class A common stock, depending on the SFX Entertainment stock price.
Marquee and SFX Entertainment separately announced that they had amended
the Merger Agreement to provide for the filing with the Securities and Exchange
Commission of the proxy statement relating to the proposed Merger no later than
October 16, 1998.
