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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
MULTI-MARKET RADIO, INC.
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(Name of Issuer)
MULTI-MARKET RADIO, INC.
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(Name of Person(s) Filing Statement)
Class B Warrants
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(Title of Class of Securities)
625432125
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(CUSIP Number of Class of Securities)
Michael G. Ferrel
Multi-Market Radio, Inc.
President, Chief Executive Officer and Chief Operating Officer
150 East 58th Street, 19th Floor
New York, New York 10155
(212) 407-9150
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications on Behalf
of the Person(s) Filing Statement)
Copies to:
Howard M. Berkower, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
(212) 751-5700
October 8, 1996
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Date Tender Offer First Published,
Sent or Given to Security Holders
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This Amendment No. 1 to Schedule 13E-4 is filed pursuant to
Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended, in
connection with the offer by Multi-Market Radio, Inc. ("MMR") to exchange an
aggregate of 368,000 MMR Class A Shares for all of the outstanding 1,840,000
MMR Class B Warrants (the "Exchange Offer"). MMR has amended the Exchange Offer
to permit partial tenders by holders of its Class B Warrants as set forth in
Supplement No. 1, dated October 21, 1996, to Offering Ciruclar dated October 4,
1996, a copy of such Supplement No. 1 is attached hereto as Exhibit 9(a)(i),
and in the related Letter of Transmittal, a copy of which is attached hereto as
Exhibit 9(a)(ii). The Exchange Offer remains the same in all other respects.
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SIGNATURE
After due inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
MULTI-MARKET RADIO, INC.
By: /s/ Michael G. Ferrel
-------------------------------------
Name: Michael G. Ferrel
Title: President, Chief Executive Officer and Chief
Operating Officer
Date: October 21, 1996
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
9(a)(i) Supplement No. 1 to Offering Circular
9(a)(ii) Letter of Transmittal to be used by warrantholders to
tender MMR Class B Warrants pursuant to the Exchange Offer.
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[MMR Multi-Market Radio, Inc. LOGO]
SUPPLEMENT NO. 1 TO OFFER TO EXCHANGE
SHARES OF ITS CLASS A COMMON STOCK
FOR ANY AND ALL OF ITS REDEEMABLE CLASS B WARRANTS
The following information supplements the Offering Circular dated
October 4, 1996 relating to the offer to exchange shares of MMR Class A Common
Stock for MMR Class B Warrants. This Supplement No. 1 should be read in
conjunction with the Offering Circular. Terms used but not defined herein are
used as defined in the Offering Circular.
The Exchange Offer has been modified by MMR to allow holders of MMR
Class B Warrants to tender less than all of the MMR Class B Warrants held by
them (i.e., partial tenders of whole numbers of MMR Class B Warrants will be
accepted).
Holders of MMR Class B Warrants who have not yet tendered any of their
MMR Class B Warrants in the Exchange Offer, but wish to do so, should use the
enclosed Letter of Transmittal, which supersedes the Letter of Transmittal
enclosed with the Offering Circular.
If a holder of MMR Class B Warrants has already tendered all of their
MMR Class B Warrants in the Exchange Offer and does not wish to withdraw any of
such MMR Class B Warrants, no further action is necessary. If a holder of MMR
Class B Warrants has already tendered all of their MMR Class B Warrants in the
Exchange Offer and wishes to withdraw any or all of such MMR Class B Warrants,
such holder may withdraw such MMR Class B Warrants in accordance with the
procedures set forth in the Offering Circular.
See "The Exchange Offer--Withdrawal Rights."
The closing sales prices of the MMR Class A Shares and the MMR Class B
Warrants reported on the Nasdaq National Market on October 18, 1996 were $12 7/8
per share and $2 19/32 per share, respectively.
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The date of this Supplement No. 1 to the Offering Circular is October 21, 1996.
[Multi-Market Radio, Inc. LOGO]
LETTER OF TRANSMITTAL
TO ACCOMPANY CLASS B WARRANTS
EXCHANGE AGENT:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY FACSIMILE: BY MAIL, BY HAND AND OVERNIGHT COURIER: CONFIRM BY TELEPHONE:
40 WALL STREET, 46TH FLOOR
(718) 921-8334 NEW YORK, NEW YORK 10005 (212) 936-5100
(718) 921-8200
Ladies and Gentlemen:
Surrendered herewith are Class B Warrants (the "MMR Class B Warrants")
of Multi-Market Radio, Inc. ("MMR") numbered and registered as listed below in
exchange for shares of Class A Common Stock, par value $.01 per share, of MMR
(the "MMR Class A Shares") on the basis of one (1) MMR Class A Share for each
five (5) MMR Class B Warrants properly tendered and accepted by MMR for
exchange. In addition, no fractional shares of MMR Class A Shares will be
issued in the Exchange Offer and any holder entitled to receive a fractional
share will be entitled to receive only cash in lieu thereof. See Instruction 2.
The exchange offer (the "Exchange Offer") is being made pursuant to
the Offering Circular, dated October 4, 1996, of MMR (the "Offering Circular").
ITEMS A AND D OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED IN ALL
CASES.
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS ON THE REVERSE HEREOF
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ITEM A. (REQUIRED)
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NAME AND ADDRESS PLEASE FILL IN
OF REGISTERED OWNER NUMBERS AND AMOUNTS
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AGGREGATE NUMBER OF
WARRANT NUMBER OF MMR CLASS B
CERTIFICATE MMR CLASS B WARRANTS
NUMBER WARRANTS TENDERED
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<S> <C> <C> <C>
TOTAL
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The undersigned represents and warrants to MMR that the undersigned is
the lawful owner(s) of the above described MMR Class B Warrants and that the
undersigned holds the MMR Class B Warrants free and clear of all liens, charges
or encumbrances whatsoever.
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IF THE NAME AND ADDRESS SHOWN ARE NOT CORRECT, PLEASE INDICATE CHANGES.
THE ABOVE DESCRIBED MMR CLASS B WARRANTS ARE SURRENDERED BY YOU FOR THE ACTION
INDICATED BELOW:
ITEM B.
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the certificate representing MMR Class A Shares,
any certificate for MMR Class B Warrants to be issued in the event not all
Class B Warrants are tendered and any payment in lieu of fractional shares
is to be issued in a name other than as indicated in Item A above (see
Instructions 3 and 4).
Issue to:
Name____________________________________________
(Type or Print)
Address:________________________________________
________________________________________________
________________________________________________
(Zip Code)
________________________________________________
(Social Security Number or Taxpayer I.D. Number)
ITEM C.
SPECIAL MAILING INSTRUCTIONS
To be completed ONLY if the certificate representing MMR Class A Shares,
any certificate for MMR Class B Warrants to be issued in the event not all
Class B Warrants are tendered and any payment in lieu of fractional shares is
to be mailed to an address other than as indicated in Item A above
(see Instructions 3 and 4).
Mail to:
Name____________________________________________
(Type or Print)
Address:________________________________________
________________________________________________
________________________________________________
(Zip Code)
ITEM D. (REQUIRED)
REQUIRED SIGNATURES
The signature(s) on this Letter of Transmittal must correspond exactly with the
name(s) on the MMR Class B Warrants or the name(s) of the person(s) to whom the
MMR Class A Shares have been properly assigned and transferred (see
Instructions 1, 3, 4 and 5).
PLEASE Dated:_________________________________________________
SIGN HERE
Signature:_____________________________________________
Title (if applicable):_________________________________
Social Security Number or Taxpayer I.D. Number:________
PLEASE SIGN Signature:_____________________________________________
HERE IF
JOINT Title (if applicable):_________________________________
OWNERSHIP
Social Security Number or Taxpayer I.D. Number:________
Telephone: (________)_________________________________
ITEM E.
SIGNATURE(S) GUARANTEED, IF REQUIRED
(SEE INSTRUCTIONS 3 AND 4)
Firm__________________________________________
(Please Print)
By____________________________________________
(Authorized Signature)
Title_________________________________________
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INSTRUCTIONS
1. GENERAL
Please do not send certificates representing the MMR Class B Warrants
("MMR Class B Warrant Certificates") directly to MMR. Your MMR Class B Warrant
Certificate(s), together with your signed and completed Letter of Transmittal
and any required supporting documents (see Instructions 3 and 4 below), should
be mailed or otherwise delivered to American Stock Transfer & Trust Company,
the Exchange Agent, at the address indicated on the front hereof. The method of
delivery is at your option and risk, but, if mail is used, registered insured
mail, return receipt requested, is suggested.
Items A and D of this Letter of Transmittal must be completed in all
cases.
If MMR Class A Shares issued in the Exchange Offer promptly after the
Expiration Date and any certificate to be issued for MMR Class B Warrants
represented by an enclosed certificate but not tendered are to be mailed to an
address other than that shown in Item A on the front hereof, you MUST complete
Item C of this Letter of Transmittal.
2. ISSUANCE OF MMR CLASS A SHARES
To receive your MMR Class A Shares, your MMR Class B Warrant
Certificates and a completed Letter of Transmittal must be received by American
Stock Transfer & Trust Company at the address indicated on the front hereof.
Your MMR Class A Shares will be sent to you when your MMR Class B Warrant
Certificates and Letter of Transmittal have been received by American Stock
Transfer & Trust Company, provided, however, that only cash in lieu of
fractional shares of MMR Class A Shares will be issued in the Exchange Offer.
If the certificate representing MMR Class A Shares (the "New Share
Certificate"), any certificate to be issued for MMR Class B Warrants
represented by an enclosed certificate but not tendered and any payment in lieu
of fractional shares is to be issued in the same name(s) as the name(s) in
which the surrendered MMR Class B Warrant Certificates are registered, complete
Items A and D on the front hereof.
If the New Share Certificate, any certificate to be issued for MMR
Class B Warrants represented by an enclosed certificate but not tendered or any
payment in lieu of fractional shares is to be issued in a different name(s) as
the name(s) in which the surrendered MMR Class B Warrant Certificates are
registered, see Instruction 3 and complete Items A, B and D on the front
hereof.
3. CERTIFICATE TO BE ISSUED IN A DIFFERENT NAME
If the New Share Certificate and any certificate to be issued for MMR
Class B Warrants represented by an enclosed certificate but not tendered are to
be issued in a name other than that of the registered holder(s) of the MMR
Class B Warrants, the MMR Class B Warrant Certificate must be properly endorsed
on the back thereof or be accompanied by appropriate stock powers, properly
executed by the registered holder(s), so that the endorsements or stock powers
are signed exactly as the name(s) of the registered holder(s) appear on the MMR
Class B Warrant Certificate, and the signature(s) of the registered holder(s)
on the Letter of Transmittal must be properly guaranteed. See Instruction 4. To
request issuance of MMR Class A Shares and enclosed but not tendered MMR Class
B Warrants in a different name, complete Items A, B, D and E on the front
hereof.
MMR will pay all transfer taxes, if any, applicable to the transfer of
MMR Class B Warrants to it or its order pursuant to the Exchange Offer. If,
however, MMR Class A Shares issued pursuant to the Exchange Offer and enclosed
but not tendered MMR Class B Warrants are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the MMR Class B Warrants tendered, or if tendered MMR Class B Warrant
Certificates are registered in the name of any person other than the person
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer and sale of the MMR Class B Warrants to MMR or
its order pursuant to the Exchange Offer, the amount of such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to the tendering holder.
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4. SIGNATURE BY OTHER THAN REGISTERED HOLDER/GUARANTEE OF SIGNATURE
If the Letter of Transmittal is signed in Item D by an executor,
administrator, trustee, guardian, attorney or the like, the Letter of
Transmittal and MMR Class B Warrant Certificate(s) must be accompanied by
evidence satisfactory to American Stock Transfer & Trust Company of the
authority of that person to sign the Letter of Transmittal.
If the Letter of Transmittal is signed in Item D by someone other than
the registered holder(s) or one of the persons described in the preceding
paragraph, the MMR Class B Warrant Certificate(s) must be properly endorsed or
accompanied by appropriate stock powers, properly executed by the registered
holder(s), so that the endorsements or stock powers are signed exactly as the
name(s) of the registered holder(s) appear on the MMR Class B Warrant
Certificate(s), and the signature(s) must be properly guaranteed by a financial
institution (a commercial bank, savings and loan association, credit union or
brokerage house) that is a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program. Complete Items A, B, D and E
on the front hereof. See Instruction 3.
5. JOINT HOLDERS OR MMR CLASS B WARRANTS REGISTERED IN DIFFERENT NAMES
If MMR Class B Warrants are tendered by joint holders, all such
persons must sign the Letter of Transmittal in Item D on the front hereof. If
MMR Class B Warrants are registered in different names or forms of ownership, a
separate Letter of Transmittal must be completed, signed and returned for each
different registration.
6. LOST OR DESTROYED MMR CLASS B WARRANT CERTIFICATES
If your MMR Class B Warrant Certificate(s) has been either lost or
destroyed, notify American Stock Transfer & Trust Company of this fact promptly
at the address set forth on the front hereof or by telephoning 1-718-921-8200
(Shareholder Relations). You will then be instructed as to the steps you must
take in order to surrender your MMR Class B Warrant Certificate(s) for
exchange.
7. BACKUP WITHHOLDING
Under federal income tax law, American Stock Transfer & Trust Company
may be required to withhold 31 percent of payments to holders presenting their
MMR Class B Warrant Certificate(s) for exchange who have failed to furnish a
social security or other taxpayer identification number to American Stock
Transfer & Trust Company, have furnished an incorrect number, have failed to
report interest or dividends correctly or under certain circumstances have
failed to provide a statement, certified to be correct under penalty of
perjury, as to their correct social security or other taxpayer identification
number and that they are not subject to backup withholding. Certification may
be made to American Stock Transfer & Trust Company on Substitute Form W-9, a
copy of which appears below. Stockholders who have questions about their status
under the law should contact their attorneys, tax advisors, or the Internal
Revenue Service.
8. QUESTIONS ON HOW TO SUBMIT YOUR MMR CLASS B WARRANT CERTIFICATES
Questions and requests for assistance on how to submit your MMR Class
B Warrant Certificate(s) should be directed to American Stock Transfer & Trust
Company, the Exchange Agent, at the address set forth on the front hereof or by
telephoning 1-718-921-8200 (Shareholder Relations). General inquiries should be
directed to the Information Agent, Georgeson & Company Inc. at 1-800-223-2064.
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COMPLETE AND SIGN SUBSTITUTE FORM W-9 IN ADDITION TO THE SIGNATURE(S)
REQUIRED ON THE FRONT HEREOF.
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PAYER'S NAME: MULTI-MARKET RADIO, INC.
A SUBSTITUTE FORM W-9 MUST BE COMPLETED BY ALL WARRANTHOLDERS
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN Social Security Number
IN THE BOX AT RIGHT AND CERTIFY
Form W-9 BY SIGNING AND DATING BELOW OR_________________________________
Department of the Treasury
Internal Revenue Service Employer identification number
Payer's Request for
Taxpayer
Identification Number
(TIN)
CERTIFICATION--UNDER THE PENALTIES OF
PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE
PART 2 --
SIGNATURE___________________________________DATE____ Awaiting TIN [ ]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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