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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Multi-Market Radio, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
625432109
(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 13, 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 . / / (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).
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SCHEDULE 13D
CUSIP No. 625432109 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GABRIEL CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 122,722
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
122,722
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,722
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 625432109 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARIEL FUND LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 181,002
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
181,002
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,002
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 625432109 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARIEL MANAGEMENT CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
20,076
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 181,002
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 20,076
10 SHARED DISPOSITIVE POWER
181,002
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,078
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 625432109 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. EZRA MERKIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF 20,076
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 303,724
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
20,076
10 SHARED DISPOSITIVE POWER
303,724
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
This Amendment No. 2 amends and supplements the following Items of the
Reporting Persons' Statement on Schedule 13D (the "Schedule") with regard to
Class A Common Stock of Multi-Market Radio, Inc. This Amendment No. 2 is being
filed to report the beneficial ownership of certain warrants of the Issuer held
by the Reporting Persons and previously not included in the Schedule.
Item 3. Source and Amount of Funds
The information contained in Item 3 to the Schedule is hereby amended and
supplemented as follows:
Gabriel purchased an aggregate of 3,790 Redeemable Class A Warrants (the
"Class A Warrants") at an aggregate cost of $10,953.10 using its own funds.
Ariel Fund purchased an aggregate of 5,590 Class A Warrants at an aggregate
cost of $16,155.10 using its own funds. In addition, Ariel caused one of its
private discretionary investment accounts to purchase 620 Class A Warrants at an
aggregate cost of $1,791.80 using the funds of such account. In addition,
Gabriel purchased an aggregate of 15,350 Redeemable Class B Warrants (the "Class
B Warrants") at an aggregate cost of $27,784.96 using its own funds. Ariel Fund
purchased an aggregate of 22,639 Class B Warrants at an aggregate cost of
$40,980.99 using its own funds. In addition, Ariel caused one of its private
discretionary investment accounts to purchase 2,511 Class B Warrants at an
aggregate cost of $4,545.30 using the funds of such account. Each Class A
Warrant is exercisable to purchase one share of Class A Common Stock and each
Class B Warrant is exercisable to purchase one share of Class A Common Stock.
See Item 5.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 to the Schedule is hereby amended and
supplemented as follows:
(a) and (b) Gabriel is the beneficial owner of 122,722 shares of Class A
Common Stock, for a total beneficial ownership of 3.8% of the outstanding shares
of Class A Common Stock.
Ariel Fund is the beneficial owner of 181,002 shares of Class A Common
Stock, for a total beneficial ownership of 5.6% of the outstanding shares of
Class A Common Stock.
Ariel, as Investment Advisor to Ariel Fund, has the power to vote and to
direct the voting of and the power to dispose and direct the disposition of the
181,002 shares of Class
6
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A Common Stock owned by Ariel Fund. In addition, Ariel has sole dispositive and
voting power with respect to 20,076 shares of Class A Common Stock purchased by
a private discretionary investment account. Accordingly, Ariel may be deemed to
be the beneficial owner of 201,078 shares of Class A Common Stock, or 6.2% of
the outstanding shares of Class A Common Stock.
As the General Partner of Gabriel, Merkin has the power to vote and to
direct the voting of and the power to dispose and direct the disposition of the
122,722 shares of Class A Common Stock owned by Gabriel. In addition, as the
sole shareholder and president of Ariel, Merkin may be deemed to have power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 181,002 shares of Class A Common Stock owned by Ariel Fund
and the 20,076 shares of Class A Common Stock owned by Ariel's private account.
Accordingly, Merkin may be deemed to be the beneficial owner of 323,800 shares
of Class A Common Stock, or 9.9% of the outstanding shares of Class A Common
Stock.
The number of shares beneficially owned by each of the Reporting Persons
and the percentage of outstanding shares represented thereby, have been computed
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The ownership of the Reporting Persons is based on 3,217,350
outstanding shares of Class A Common Stock as of May 14, 1996 as reported by the
Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 1996.
(c) Schedule I indicates the purchase of Class A Warrants and Class B
Warrants of the Issuer by the Reporting Persons through the date hereof. All
such trades were effected through the public markets.
7
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Signatures
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.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
-----------------------------
Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
-----------------------------------
Name: C. Anthony Mellin, Martin Byrne
Title: Director, Assistant Secretary
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
-----------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
--------------------------------
J. EZRA MERKIN
Dated: June 21, 1996
8
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SCHEDULE I
Purchases of Redeemable Class A Warrants
Number of Warrants
Aggregate ---------------------------------
Dollar Aggregate
Amount Price Per Warrant Ariel Private
Date (w/comm) Warrant Amount Fund Gabriel Account
------------ --------- --------- --------- ----- ------- -------
================================================================================
June 13, 1996 $14,137.50 2.8125 5,000 2,795 1,895 310
June 17, 1996 $14,762.50 2.9375 5,000 2,795 1,895 310
- --------------------------------------------------------------------------------
Balance as of
June 21, 1996 - - - - 10,000 5,590 3,790 620
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9
SCHEDULE I
Purchases of Redeemable Class B Warrants
Number of Warrants
Aggregate ---------------------------------
Dollar Aggregate
Amount Price Per Warrant Ariel Private
Date (w/comm) Warrant Amount Fund Gabriel Account
------------ --------- --------- --------- ----- ------- -------
================================================================================
May 29, 1996 $10,590.00 1.75 6,000 3,354 2,274 372
May 30, 1996 $17,650.00 1.75 10,000 5,590 3,790 620
June 4, 1996 $23,078.75 1.8313 12,500 6,987 4,738 775
June 5, 1996 $18,275.00 1.8125 10,000 5,590 3,790 620
June 10, 1996 $ 3,717.50 1.84375 2,000 1,118 758 124
- --------------------------------------------------------------------------------
Balance as of
June 21, 1996 - - - - 40,500 22,639 15,350 2,511
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