UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Multi-Market Radio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
625432109
(CUSIP Number)
Mr. Gideon J. King, Loeb Partners Corporation, 61 Broadway, New York, NY
10006 (212)483-7023 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
April 29, 1996
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box | |
Check the following box if a fee is being paid with the statement |X|. (A
fee is not required only if the reporting person:(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP No 625432109 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation - I.D. #13-3114801
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES --
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,993 Shares Assuming Exercise of Warrants
EACH 9 SOLE DISPOSITIVE POWER
REPORTING --
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,993 Shares Assuming Exercise of Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,993 Shares Assuming Exercise of Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.40%
14 TYPE OF REPORTING PERSON*
CO BD IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No 625432109 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund - I.D. #13-3269989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 203,757 Shares Assuming Exercise of Warrants
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 203,757 Shares Assuming Exercise of Warrants
PERSON 10 SHARED DISPOSITIVE POWER
WITH ---
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,757 Shares Assuming Exercise of Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.29%
14 TYPE OF REPORTING PERSON*
PN BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 8 Pages
Item 1. Security and Issuer.
This statement refers to the Common Stock ("Common Stock") of Multi-
Market Radio, Inc., 158 East 58th Street, New York, 10155. Bruce Morrow
is the Chairman.
Item 2. Identity and Background.
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006,
is a New York limited partnership. It is a registered broker/dealer. Its
general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware
corporation, with same address. Its President is Arthur E. Lee, who is also an
Executive Vice President of Loeb Partners Corporation. The other officers of
LAM are Thomas L. Kempner, Chairman of the Board, Irwin D. Rowe, Vice President
and Secretary and Peter A. Tcherepnine, Vice President.
Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York,
10006, is a Delaware corporation. It is registered broker/dealer and a
registered investment adviser. Thomas L. Kempner is its President and a
director and its Chief Executive Officer. John L. Loeb and Henry A. Loeb are
Vice Chairmen and directors of LPC. Irwin D. Rowe is an Executive Vice
President and also a director of LPC. John L. Loeb and Henry A. Loeb are uncles
of Thomas L. Kempner.
Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway,
New York, New York, 10006 is the sole stockholder of Loeb Arbitrage Management,
Inc., and LPC. Thomas L. Kempner is its President and a director as well as
its Chief Executive Officer and majority stockholder. Messrs. John L. Loeb,
Henry A. Loeb and Irwin D. Rowe are also directors of LHC, as are Robert Krones,
Andrew J. McLaughlin, Jr. and Edward E. Matthews. Mr. Matthews' address is
70 Pine Street, New York, New York 10270. The business address of the other
individuals is 61 Broadway, New York, New York, 10006.
All of the individuals named are United States citizens. None have
within the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding have been or are 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 violations with respect to such laws.
Page 5 of 8 Pages
Item 3. Source and Amount of Funds or Other Compensation.
Shares of Common Stock and Warrants were acquired by LAF and LPC in
margin accounts maintained with Bear Stearns Securities Corp.
Item 4 Purpose of Transaction.
LAF and LPC have acquired shares of Common Stock and Warrants for
investment purposes. LAF and LPC reserve the right to sell shares of Common
stock or to acquire additional shares in open market transactions or otherwise.
Item 5 Interest in Securities of the Issuer.
(a) The persons reporting hereby owned the following shares of Common
Stock as of June 12, 1996:
Shares of Common Stock
Loeb Arbitrage Fund 183,853
Loeb Partners Corporation* 11,697
-------
195,550
This constitutes 6.08% of the 3,216,500 outstanding shares as
reported by the issuer.
Other persons reporting hereby as of April 29, 1996 owned warrants
expiring March 22, 1999 to acquire Shares of Common Stock at $7.75 per share
as follows:
Warrants
Loeb Arbitrage Fund 19,904
Loeb Partners Corporation* 1,296
------
21,200
Assuming exercise of these warrants the persons reporting hereby would
own 216,750 Shares of Common Stock, constituting 6.69% of the shares outstanding
on this assumption.
- ---------------------
* Held for the accounts of two customers of Loeb Partners Corporation as to
which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock and Warrants have been
made since February 29, 1996 by the persons named below:
Page 6 of 8 pages
PURCHASE OF COMMON STOCK
Holder Date Shares Average Price
Loeb Arbitrage Fund 04-15-96 100,128 $10.77
04-16-96 27,552 10.64
04-17-96 9,888 10.45
04-19-96 2,064 10.49
04-22-96 9,408 10.40
04-23-96 4,704 10.19
04-29-96 6,575 9.86
05-06-96 936 10.15
05-07-96 10 10.02
05-08-96 936 10.02
05-14-96 2,832 10.27
05-15-96 7,670 10.14
05-21-96 3,600 10.15
05-22-96 2,850 10.02
05-23-96 4,700 9.90
Date Shares Average Price
Loeb Partners Corporation* 04-15-96 6,372 $10.78
04-16-96 1,372 10.65
04-17-96 612 10.46
04-19-96 136 10.50
04-22-96 592 10.41
04-23-96 296 10.21
04-29-96 425 9.87
05-06-96 64 10.16
05-08-96 64 10.03
05-14-96 168 10.28
05-15-96 470 10.15
05-21-96 300 10.15
05-22-96 150 10.03
05-23-96 300 9.91
Page 7 of 8 Pages
Purchase of Warrants
Date Shares Average Price
Loeb Arbitrage Fund 04-15-96 6,576 $ 2.96
04-16-96 4,896 2.86
04-29-96 1,872 2.65
05-07-96 1,872 2.65
05-08-96 1,872 2.40
05-15-96 936 2.52
05-21-96 950 2.52
05-22-96 930 2.40
Loeb Partners Corporation* 04-15-96 424 $ 2.97
04-16-96 304 2.87
04-29-96 128 2.66
05-07-96 128 2.66
05-08-96 128 2.41
05-15-96 64 2.53
05-21-96 50 2.54
05-22-96 70 2.41
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*Transactions for the accounts of two customers of Loeb Partners Corporation
as to which it has investment discretion.
All reported transactions were effected on NASDAQ.
(d) and (e). Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER.
None.
Item 7. Materials to be Files as Exhibits.
None.
<PAGE>
Page 8 of 8 Pages
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.
June 13, 1996 Loeb Arbitrage Fund
By:Loeb Arbitrage Management, Inc.
By:/s/ Arthur E. Lee
Arthur E. Lee, President
June 13, 1996 Loeb Partners Corporation
By:/s/ Arthur E. Lee
Arthur E. Lee
Executive Vice President
