SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 3, 1996
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(September 25, 1996)
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MULTI-MARKET RADIO, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-22080 13-3707697
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
of Incorporation)
150 East 58th Street, 19th Floor, New York, New York 10155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 407-9150
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Amendment of Merger Agreement with SFX Broadcasting, Inc.; Settlement of
Related Lawsuit
On September 30, 1996, Multi-Market Radio, Inc. (the "Company") entered
into Amendment No. 3 to the Amended and Restated Agreement and Plan of Merger,
as amended (the "Merger Agreement"), among the Company, SFX Broadcasting, Inc.
("SFX") and SFX Merger Company, a wholly-owned subsidiary of SFX ("Acquisition
Sub"). The Merger Agreement provides for the merger (the "Merger") of
Acquisition Sub with and into the Company, as a result of which the Company
will become a wholly-owned subsidiary of SFX. Amendment No. 3 increased the
value of the shares of SFX to be issued in the Merger in respect of each share
of stock of the Company from $12.00 to $12.50, which value is subject to
adjustment downward in the event that the shares of Class A Common Stock of
SFX trade below $32.00 during a specified period prior to the consummation of
the Merger and adjustment upward in the event that the shares of Class A
Common Stock of SFX trade above $44.00 during a specified period prior to the
consummation of the Merger. No such adjustment will be made in the event that
the shares of Class A Common Stock of SFX trade above $42.00 but at or below
$44.00, as was previously the case. In the event that the shares of Class A
Common Stock of SFX trade above $44.00 during the twenty trading days ending
on the fifth trading day prior to the consummation of the Merger, the
stockholders of the Company will be issued additional stock of SFX equal to
30% of the amount by which the shares of Class A Common Stock of SFX trade
above $44.00. In the event that the shares of Class A Common Stock of SFX
trade below $32.00 during such period, the stockholders of the Company will
receive 0.3750 of a share of Class A Common Stock of SFX, implying a value of
less than $12.00 per share of the Company, subject to further adjustment.
In addition, Amendment No. 3 relieves SFX and the Company from any
obligation to enter into a local marketing agreement with respect to certain
radio stations acquired by SFX from Liberty Broadcasting Incorporated.
In a complaint (Index No. 602056/96) dated April 18, 1996, Paul Pops,
who purports to be a stockholder of the Company, brought suit in the Supreme
Court of the State of New York against the Company, each of the directors of
the Company and SFX, and Robert F.X. Sillerman, the Chief Executive Officer
and controlling stockholder of SFX, seeking to enjoin the Merger, or, in the
alternative, seeking monetary damages. On September 25, 1996, the parties
entered into a Memorandum of Understanding, pursuant to which the parties
reached an agreement in principle providing for the settlement of the action
(the "Settlement"). Pursuant to the Settlement, the plaintiff has agreed that
the ratio of shares of SFX to be received by the stockholders of the Company
in the Merger, as set forth in Amendment No. 3, is fair to the public
stockholders of the Company. The Settlement provides for SFX to pay
plaintiff's counsel's fees as approved by the court. The Settlement is
conditioned upon the (i) consummation of the Merger, (ii) completion of
certain confirmatory discovery, and (iii) approval of the court. Pursuant to
the Settlement, the defendants have denied, and continue to deny, that they
committed any violations of law or have acted in bad faith. There can be no
assurance that the court will approve the Settlement on the terms and
conditions provided for therein, or at all.
The foregoing description of Amendment No. 3 does not purport to be
complete and is qualified in its entirety by reference to the copy thereof
attached hereto as an exhibit, which is incorporated herein by reference.
Agreement to Sell Radio Stations in Myrtle Beach, South Carolina
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On October 1, 1996, the Company announced that it has entered into an
agreement to sell WYAK-FM and WMYB-FM, both of which serve the Myrtle Beach,
South Carolina market, to Pinnacle Broadcasting Company for a purchase price
of $5.125 million payable over four years. The sale is subject to the approval
of the Federal Communications Commission.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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2.1 Amendment No. 3, dated as of September 30, 1996, to the Amended and
Restated Agreement and Plan of Merger, dated as of April 15, 1996,
as amended on May 6, 1996 and July 30, 1996, among SFX
Broadcasting, Inc., SFX Merger Company and Multi-Market Radio, Inc.
99.1 Press release, dated October 1, 1996, of Multi-Market Radio, Inc.
announcing its agreement to sell WYAK-FM and WMYB-FM .
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
MULTI-MARKET, INC.
By: /s/ Jerry D. Emlet
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Name: Jerry D. Emlet
Title: Chief Financial Officer
Date: October 3, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
2.1 Amendment No. 3, dated as of September 30, 1996, to the Amended and
Restated Agreement and Plan of Merger, dated as of April 15, 1996,
as amended on May 6, 1996 and July 30, 1996, among SFX
Broadcasting, Inc., SFX Merger Company and Multi-Market Radio, Inc.
99.1 Press release, dated October 1, 1996, of Multi-Market Radio, Inc.
announcing its agreement to sell WYAK-FM and WMYB-FM .
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</TABLE>
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EXHIBIT 2.1
AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 3, dated as of September 30, 1996 ("Amendment No.
3"), to the Amended and Restated Agreement and Plan of Merger, dated as of
April 15, 1996 (the "Agreement" and, as amended by Amendment No. 1 dated as of
May 6, 1996, Amendment No. 2 dated as of July 30, 1996 and Amendment No. 3,
the "Amended Agreement"), by and among SFX BROADCASTING, INC., a Delaware
corporation ("SFX"), SFX MERGER COMPANY, a Delaware corporation and a direct
wholly-owned subsidiary of SFX ("Acquisition Sub"), and MULTI- MARKET RADIO,
INC., a Delaware corporation ("MMR").
W I T N E S S E T H:
WHEREAS, Acquisition Sub, upon the terms and subject to the
conditions of this Agreement and in accordance with the General Corporation
Law of the State of Delaware ("Delaware Law"), intends to merge with and into
MMR (the "Merger");
WHEREAS, the Board of Directors and Independent Committees of MMR
(a) has determined that it is in the best interests of MMR and its
stockholders to amend the Agreement and has approved and adopted this
Amendment No. 3 and (b) has recommended the approval and adoption of the
Amended Agreement and the approval of the Merger by, and the Board of
Directors of MMR has directed that the Amended Agreement and the Merger be
submitted to a vote of, the stockholders of MMR;
WHEREAS, the Board of Directors and Independent Committees of SFX
(a) has determined that it is in the best interests of SFX and its
stockholders to amend the Agreement and has approved and adopted this
Amendment No. 3 and (b) has recommended the approval and adoption of the
Amended Agreement and the approval of the Merger by, and the Board of
Directors of SFX has directed that the Amended Agreement and the Merger be
submitted to a vote of, the stockholders of SFX;
WHEREAS, the Board of Directors of Acquisition Sub has determined
that it is in the best interests of Acquisition Sub and its stockholder, to
amend the Agreement and has approved and adopted this Amendment No. 3 and the
Amended Agreement; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, SFX, Acquisition Sub and MMR hereby agree as follows:
ARTICLE I -- AMENDMENTS
SECTION 1.01. Section 2.01(b) of the Agreement is hereby amended
to read, in its entirety, as follows:
"(b) For purposes of this Agreement, subject to adjustments
required by Section 6.16, "Exchange Ratio" shall mean the number of
shares of SFX Class A Common Stock or SFX Class B Common Stock, as the
case may be, equal to the quotient obtained by dividing $12.50 by the
average of the Reported Price (as defined hereafter) for the twenty (20)
consecutive trading days ending on the fifth trading day prior to the
Effective Time (such average Reported Price being the "SFX Class A
Common Stock Price") (the fifth trading day prior to the Effective Time
being referred to as the "Determination Date"), on the primary exchange
on which the SFX Class A Common Stock is traded, including the Nasdaq
National Market; provided, however, that (1) in the event that the SFX
Class A Common Stock Price exceeds $44.00, then the Exchange Ratio shall
be the quotient obtained by dividing (i) the sum of (A) $12.50, plus (B)
the product of (I) thirty percent (30%), multiplied by (II) the
difference between the SFX Class A Common Stock Price and $44.00 by (ii)
the SFX Class A Common Stock Price; or (2) in the event that the SFX
Class A Common Stock Price is less than $32.00 then the Exchange Ratio
shall be .3750. All arithmetic calculations pursuant to this paragraph
shall be made through the fourth decimal place (i.e., to the closest
ten-thousandth). For purposes of
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this Agreement, "Reported Price" shall mean, with respect to each
trading day, the average of the last reported bid and asked prices of
the SFX Class A Common Stock on such trading day."
SECTION 1.02. Section 6.17(b) of the Agreement is hereby amended
to read, in its entirety, as follows:
"(b) In the event that this Agreement is terminated pursuant
to Section 8.01(a), (b), (c)(ii), (c)(iii), (f), (g), (h), (j), (l), (m)
or (n), MMR will have the right but not the obligation to acquire,
subject to FCC approval, radio stations WHCN(FM), Hartford, Connecticut;
WMRQ(FM), Waterbury, Connecticut; WPOP-AM, Hartford, Connecticut;
WSNE(FM), Taunton, Massachusetts; WHJY(FM), Providence, Rhode Island;
WHJJ-AM, Providence, Rhode Island; WGNA(FM), Albany, New York; WPYX(FM),
Albany, New York; WTRY-AM, Troy, New York; WGNA-AM, Albany, New York;
WYSR(FM), Rotterdam, New York and WMXB(FM), Richmond, Virginia
(collectively, the "Liberty Stations") for $100 million in cash
payable in full at the closing. To exercise its right to purchase
the Liberty Stations, MMR shall give written notice of such exercise
to SFX within forty-five (45) days following the termination of this
Agreement. Such notice shall be accompanied by a $1.0 million cash
deposit to secure its obligation to purchase the Liberty Stations.
MMR shall further deposit $2.0 million cash within twenty (20) business
days thereafter. In the event that MMR exercises its right to acquire
the Liberty Stations, the parties shall use their best efforts to
cause such acquisition to be consummated as soon as practicable
and in any event within nine months following the termination of
this Agreement. In the event that this Agreement is terminated
pursuant to Section 8.01(a), (b), (f), (h), (j) or (l), SFX shall
have the right to structure an exchange of stations (the "Exchange")
for the Liberty Stations, intended to qualify as a like-kind
exchange under Section 1031 of the Code and MMR and SFX shall use their
best efforts to consummate the Exchange as soon as practicable and in
any event within nine months following the termination of this
Agreement. Notwithstanding the foregoing, the parties acknowledge that,
in the event MMR acquires radio station WYSR(FM) under this Section
6.17, such acquisition will be of an interest in a joint sales agreement
with respect to WYSR(FM) rather than that station itself, so long as
SFX's interest in such station is limited to a joint sales agreement."
ARTICLE II -- GENERAL PROVISIONS
SECTION 2.01 EFFECTIVENESS. This Amendment No. 3 shall be effective
upon the execution and delivery by the parties thereto of that certain
Memorandum of Understanding with respect to the settlement of the legal
action brought by Paul Pops, plaintiff, against Multi-Market Radio, Inc.,
SFX Broadcasting, Inc. et. al., defendants, substantially in the form
submitted to and approved by the board of directors of SFX and MMR.
SECTION 2.02. CERTAIN DEFINITIONS. Capitalized terms used in this
Amendment No. 3 but not defined herein shall have the meanings set forth in the
Agreement.
SECTION 2.03. SEVERABILITY. If any term or other provision of this
Amendment No. 3 is invalid, illegal or incapable of being enforced by any rule
of Law, or public policy, all other conditions and provisions of this
Amendment No. 3 and the Amended Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
Transactions is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify the Amended Agreement so as to effect the original intent of
the parties as closely as possible in a mutually acceptable manner in order
that the Transactions be consummated as originally contemplated to the fullest
extent possible.
SECTION 2.04. GOVERNING LAW. EXCEPT TO THE EXTENT THAT DELAWARE LAW
IS MANDATORILY APPLICABLE TO THE MERGER AND THE RIGHTS OF THE STOCKHOLDERS OF
MMR AND ACQUISITION SUB, THIS AMENDMENT NO. 3 SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE RULES OF CONFLICTS OF LAW THEREOF. ALL ACTIONS AND PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AMENDMENT NO. 3 SHALL BE HEARD AND DETERMINED IN
ANY COURT SITTING IN THE CITY OF NEW YORK, STATE OF NEW YORK.
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SECTION 2.05. NO OTHER CHANGE/HEADINGS. All other terms and
conditions of the Agreement shall remain unchanged. The descriptive headings
contained in this Amendment No. 3 are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Amendment No. 3.
SECTION 2.06. COUNTERPARTS. This Amendment No. 3 may be executed
and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, SFX, Acquisition Sub and MMR have caused this
Amendment No. 3 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
SFX BROADCASTING, INC.
By /s/ Robert F.X. Sillerman
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Robert F.X. Sillerman, Chief Executive
Officer
SFX MERGER COMPANY
By /s/ Robert F.X. Sillerman
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Robert F.X. Sillerman, President
MULTI-MARKET RADIO, INC.
By /s/ Michael G. Ferrel
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Michael G. Ferrel, Chief Executive Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE FROM: MULTI-MARKET RADIO, INC.
150 East 58th Street
New York, NY 10155
212-407-9126
Contact: Cynthia A. Bond
MULTI-MARKET RADIO TO SELL TWO FM STATIONS FOR $5.125 MILLION
NEW YORK, October 1, 1996 -- Multi-Market Radio, Inc. (NASDAQ: RDIOA) today
announced that it has entered into a definitive agreement to sell its two
Myrtle Beach, South Carolina radio stations, WYAK(FM) and WMYB(FM), to
Dallas-based Pinnacle Broadcasting Company for $5.125 million.
Commenting on the transaction, Michael G. Ferrel, President and Chief
Executive Officer, said, "Though Myrtle Beach has been a great market for us,
we want to concentrate on larger markets in anticipation of our pending merger
with SFX Broadcasting. WYAK has been the number one ranking station for some
time and we hope this success will continue under the stewardship of the
capable operators at Pinnacle."
This transaction is subject to the approval of the Federal Communications
Commission.
Paul Leonard of Dallas-based Star Media Group brokered the transaction.
In April 1996, SFX Broadcasting announced that it would acquire Multi-Market
Radio. MMR common stock shareholders will receive the stock equivalent of
$12.00 per common share, subject to adjustment. It is anticipated that this
transaction will close within the next sixty days subject to shareholder
approval and the approval of the Federal Communications Commission and certain
other conditions. There can be no assurance that the transaction will be
consummated.
Multi-Market Radio, headquartered in New York City, currently owns or sells
advertising on behalf of the following nine stations in five markets:
WKSS(FM) Hartford, CT
WYBC(FM) New Haven, CT*
WHMP(FM) Springfield/Northampton, MA
WGNE(FM) Daytona Beach, FL
WHMP-AM Springfield/Northampton, MA
WMJY(FM) Biloxi, MS
WPKX(FM) Springfield/Northampton, MA
WKNN(FM) Biloxi, MS
WPLR(FM) New Haven, CT
*Joint Selling Agreement
In addition, the Company owns KOLL(FM) in Little Rock, AR; WYAK(FM) and
WMYB(FM) in Myrtle Beach, SC, which are under contract to be sold.
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