UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Big City Radio, Inc.
____________________
(Name of Issuer)
Class A Common Stock, $.01 par value per share
______________________________________________
(Title of Class of Securities)
089098107
______________
(CUSIP Number)
James H. Schropp, Esq.
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, Suite 800
Washington, D.C. 20004-2505
(202) 639-7110
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 2, 1999
_______________________________________________________
(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 240.13d-
1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.
*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 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).
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Schedule 13D
CUSIP No. 089098107 Page 1 of 5
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Earle I. Mack
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER 471,900 shares of Class A Common
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 471,900 shares of Class A Common
10 SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
471,900 shares of Class A Common
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the Class A common stock of Big City
Radio, Inc., a Delaware Corporation, ("BCR"). The name and
address of the executive office of BCR is:
Big City Radio, Inc.
11 Skyline Drive
Hawthorne, N.Y. 10532
Item 2. Identity and Background
This statement is submitted by Earle I. Mack ("Mr. Mack"), whose
principal business address is 370 West Passaic Street, Rochelle
Park, NJ 07662. Mr. Mack's principal occupation is that of a
real estate executive and private investor. Mr. Mack is a
citizen of the United States.
Mr. Mack has not, during the last five years, been convicted in a
criminal proceeding and has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he is or was
subject to a 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 3. Source and Amount of Funds or Other Considerations
On November 2, 1999, Mr. Mack purchased 132,500 shares of Class A
common stock of BCR at $4.2712 per share, using his personal funds.
On November 3, 1999, Mr. Mack purchased 33,500 shares of Class A
common stock of BCR at $5.00 per share, using his personal funds.
On November 4, 1999, Mr. Mack purchased 10,000 shares of Class A
common stock of BCR at $4.625 per share, using his personal funds.
On November 8, 1999, Mr. Mack purchased 1,500 shares of Class A
common stock of BCR at $4.479.2 per share, using his personal funds.
On November 10, 1999, Mr. Mack purchased 4,700 shares of Class A
common stock of BCR at $4.50 per share, using his personal funds.
On November 12, 1999, Mr. Mack purchased 2,000 shares of Class A
common stock of BCR at $4.375 per share, using his personal funds.
<PAGE>
In addition, upon the successful completion of the merger between
Hispanic Internet Holdings, Inc. (HIH) and BCR, Mr. Mack will
receive the right to receive approximately 36,000 shares of BCR's
Class A common stock. Because these shares will not be received
until the closing of the merger, they are not included in the
aggregate number of shares reported in this Schedule 13D.
Item 4. Purpose of Transaction
Mr. Mack has acquired beneficial ownership of the shares of Class
A common stock of BCR listed in this Schedule 13D for investment
purposes. Mr. Mack may, from time to time, seek to increase,
reduce or dispose of his investment in BCR in transactions
effected on the open market, in privately negotiated transactions
or otherwise.
As a shareholder, Mr. Mack is interested in the expansion of
BCR's business. As a result of this interest, he played an
active role in facilitating the recent merger between HIH and
BCR. Mr. Mack was and is of the view that this combination
presents an opportunity for expanding BCR's business through
combining BCR's broadcast business with Internet entertainment,
news, sports and e-commerce. To facilitate a relationship
between the companies, Mr. Mack, among other things, arranged a
meeting with HIH's Chairman and BCR's Chairman and participated
in certain discussions regarding the proposed transaction. On
November 2, 1999, BCR and HIH announced their merger agreement
and that Charles Fernandez ("Mr. Fernandez") will serve as BCR's
new president and chief executive officer.
Mr. Mack intends to continue to be involved with BCR and, from
time to time, may offer advice and suggestions as to BCR's future
plans, business and development. He is presently interested in
seeing BCR revise its radio broadcast format so as to be more
responsive to the rapidly growing Hispanic audience. Currently,
Mr. Fernandez is exploring major metropolitan markets to
determine what stations may be good candidates for converting to
a Hispanic format. This is an area in which Mr. Mack believes
Mr. Fernandez has experience and expertise.
Except as set forth above, Mr. Mack does not have plans or
proposals with respect to any of the matters set forth in
paragraphs (a) through (f) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of BCR
(a) Mr. Mack beneficially owns 471,900 shares of BCR's Class A
common stock, representing 8 percent of the issued and
outstanding shares of BCR's Class A common stock.
(b) Mr. Mack has the sole power to vote and dispose of all of
the 471,900 shares of BCR's Class A common stock which he owns.
(c) Upon the successful completion of the merger of HIH and BCR,
Mr. Mack will receive the right to acquire 36,000 shares of BCR's
Class A common stock. In addition, pursuant to the
<PAGE>
terms of the merger agreement, HIH shareholders, including Mr.
Mack, may become entitled to receive additional shares of
Class A Common Stock, based on the achievement of certain
gross revenue goals specified in the merger agreement. In
accordance with the merger agreement, prior to the first
anniversary of the date of execution of the agreement, Mr.
Mack cannot sell, assign, transfer, pledge, encumber or grant
any rights or interests in the 36,000 shares of Class A common
stock acquired in the merger of HIH and BCR.
On November 2, 1999, Mr. Mack purchased 132,500 shares of
Class A common stock of the Issuer at $4.2712 per share in
the open market.
On November 3, 1999 Mr. Mack purchased 33,500 shares of
Class A common stock of the Issuer at $5.00 per share in
the open market.
On November 4, 1999, Mr. Mack purchased 10,000 shares of
Class A common stock of the Issuer at $4.625 per share in
the open market.
On November 8, 1999, Mr. Mack purchased 1,500 shares of
Class A common stock of the Issuer at $4.479.2 per share in
the open market.
On November 10, 1999, Mr. Mack purchased 4,700 shares of
Class A common stock of the Issuer at $4.50 per share in
the open market.
On November 12, 1999, Mr. Mack purchased 2,000 shares of
Class A common stock of the Issuer at $4.375 per share in
the open market.
The transactions described in 5(c) represent the only
transactions made by Mr. Mack with regard to BCR's Class A
common stock within the past sixty days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of BCR.
BCR is presently considering a proposal that it grant Mr. Mack an
option to acquire a number of shares of its Class A common stock
as compensation for his assistance in facilitating the merger of
HIH and BCR. These negotiations are currently in progress and
thus far no agreement has been reached, either as to the number
of shares or the terms of the option.
Item 7. Material to Be Filed as Exhibits.
<PAGE>
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.
Date: November 12, 1999 By: /s/ Earle I. Mack
_________________________
Earle I. Mack
