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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. 1)*
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 9 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 103,582
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
103,582
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
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 9 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 152,773
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
152,773
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,773
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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.
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SCHEDULE 13D
CUSIP No. 625432109 Page 4 of 9 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
16,945
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 152,773
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 16,945
10 SHARED DISPOSITIVE POWER
152,773
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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 9 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 16,945
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 256,355
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,945
10 SHARED DISPOSITIVE POWER
256,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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.
<PAGE>
SCHEDULE 13D
This Amendment No. 1 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.
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 103,582 shares of Class A
Common Stock at an aggregate cost of $1,058,108.37 using its own funds. Ariel
Fund purchased an aggregate of 152,773 shares of Class A Common Stock at an
aggregate cost of $1,560,640.04 using its own funds. In addition, Ariel caused
one of its private discretionary investment accounts to purchase 16,945 shares
of Class A Common Stock at an aggregate cost of $173,094.24 using the funds of
such account. 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 103,582 shares
of Class A Common Stock, for a total beneficial ownership of 3.2% of the
outstanding shares of Class A Common Stock.
Ariel Fund is the beneficial owner of 152,773 shares of Class
A Common Stock, for a total beneficial ownership of 4.7% 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 152,773 shares of Class A Common Stock owned by Ariel Fund.
In addition, Ariel has sole dispositive and voting power with respect to 16,945
shares of Class A Common Stock purchased by a private discretionary investment
account. Accordingly, Ariel may be deemed to be the beneficial owner of 169,718
shares of Class A Common Stock, or 5.3% 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 103,582 shares of Class A Common Stock owned by Gabriel. In
addition, as the sole shareholder and president of
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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 152,773 shares of
Class A Common Stock owned by Ariel Fund and the 16,945 shares of Class A Common
Stock owned by Ariel's private account. Accordingly, Merkin may be deemed to be
the beneficial owner of 273,300 shares of Class A Common Stock, or 8.5% 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
3,216,500 outstanding shares of Class A Common Stock represented by the Issuer
to have been outstanding as of April 15, 1996.
(c) Schedule I indicates the transactions effected by the
Reporting Persons during the period from June 6, 1996 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 19, 1996
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SCHEDULE I
Purchases of Class A Shares of Common Stock After June 6, 1996
Number of Shares
Aggregate ---------------------------------
Dollar Aggregate
Amount Price Per Share Ariel Private
Date (w/comm) Share Amount Fund Gabriel Account
------------ --------- --------- --------- ----- ------- -------
Balance as of
June 6, 1996 $1,971,001.33 194,000 108,445 73,527 12,028
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June 7, 1996 $50,231.25 10.03125 5,000 2,795 1,895 310
June 7, 1996 $80,490.00 10.03125 8,000 4,472 3,032 496
June 10, 1996 $40,310.00 10.0625 4,000 2,236 1,516 248
June 11, 1996 $50,387.50 10.0625 5,000 2,795 1,895 310
June 12, 1996 $51,250.00 10.25 5,000 2,795 1,895 310
June 13, 1996 $56,457.50 10.25 5,500 3,074 2,085 341
June 13, 1996 $51,875.00 10.375 5,000 2,795 1,895 310
June 14, 1996 $219,650.08 10.5451 20,800 11,627 7,883 1,290
June 17, 1996 $115,665.00 10.5 11,000 6,149 4,169 682
June 18, 1996 $104,525.00 10.4375 10,000 5,590 3,790 620
================================================================================
Aggregate Net
Purchases June 7,
1996 through
June 18, 1996 $820,841.33 79,300 44,328 30,055 4,917
- --------------------------------------------------------------------------------
Balance as of
June 19, 1996 - - - - 273,300 152,773 103,582 16,945
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