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 29, 1996
MULTI-MARKET RADIO, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-22080 13-3707697
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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
Supplement No. 1 to the Joint Proxy Statement/Prospectus of SFX Broadcasting,
Inc. and Multi-Market Radio, Inc.
On October 29, 1996, Multi-Market Radio, Inc. (the "Company") mailed to the
holders of its Class A Common Stock, par value $.01 per share, and its Class B
Common Stock, par value $.01 per share, Supplement No. 1, dated October 28,
1996, to the Joint Proxy Statement/Prospectus, dated October 4, 1996, of
SFX Broadcasting, Inc. and the Company ("Supplement No. 1"). Supplement No.
1 is contained in Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
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10.1 Asset Exchange Agreement among WHFS, Inc., Liberty Broadcasting of Maryland
Incorporated and SFX Broadcasting, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K
of SFX Broadcasting, Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.2 Asset Purchase Agreement between Secret Communications Limited Partnership and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.2 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.3 Stock Purchase Agreement among Delsener/Slater Enterprises, Ltd., Beach Concerts, Inc., Connecticut
Concerts, Incorporated, Broadway Concerts, Inc., Ardee Productions, Ltd., Ardee Festivals NJ, Inc.,
In-House Tickets, Inc., Exit 116 Revisited, Inc., Dumb Deal, Inc., Ron Delsener, Mitch Slater and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.3 of the Form 8-K of SFX Broadcasting, Inc.
(Commission file No. 0-22486) filed on October 30, 1996).
10.4 Purchase and Sale Agreement among WWYZ, Inc., Great American Music Fest &
Production Co. (collectively, the "Companies"), each of the shareholders of the Companies and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.4 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.5 Amendment to Asset Purchase Agreement between Texas Coast Broadcasters, Inc. and Multi-
Market Radio, Inc. (incorporated by reference to Exhibit 10.5 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Mohle, Adams, Till, Guidry and Wallace, LLP.
99.1 Supplement No. 1, dated October 28, 1996, to the Proxy Statement/Prospectus
dated October 4, 1996 of SFX Broadcasting, Inc. and the Company (incorporated by reference
to Exhibit 99.1 of the Form 8-K of SFX Broadcasting, Inc. (Commission File No. 0-22486)
filed on October 30, 1996).
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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 RADIO, INC.
By:/s/ Jerry D. Emlet
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Name: Jerry D. Emlet
Title: Chief Financial Officer
Date: October 29, 1996
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EXHIBIT INDEX
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EXHIBITS DESCRIPTION
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10.1 Asset Exchange Agreement among WHFS, Inc., Liberty Broadcasting of Maryland
Incorporated and SFX Broadcasting, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K
of SFX Broadcasting, Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.2 Asset Purchase Agreement between Secret Communications Limited Partnership and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.2 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.3 Stock Purchase Agreement among Delsener/Slater Enterprises, Ltd., Beach Concerts, Inc., Connecticut
Concerts, Incorporated, Broadway Concerts, Inc., Ardee Productions, Ltd., Ardee Festivals NJ, Inc.,
In-House Tickets, Inc., Exit 116 Revisited, Inc., Dumb Deal, Inc., Ron Delsener, Mitch Slater and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.3 of the Form 8-K of SFX Broadcasting, Inc.
(Commission file No. 0-22486) filed on October 30, 1996).
10.4 Purchase and Sale Agreement among WWYZ, Inc., Great American Music Fest &
Production Co. (collectively, the "Companies"), each of the shareholders of the Companies and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit 10.4 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
10.5 Amendment to Asset Purchase Agreement between Texas Coast Broadcasters, Inc. and Multi-
Market Radio, Inc. (incorporated by reference to Exhibit 10.5 of the Form 8-K of SFX Broadcasting,
Inc. (Commission file No. 0-22486) filed on October 30, 1996).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Mohle, Adams, Till, Guidry and Wallace, LLP.
99.1 Supplement No. 1, dated October 28, 1996, to the Proxy Statement/Prospectus
dated October 4, 1996 of SFX Broadcasting, Inc. and the Company (incorporated by reference
to Exhibit 99.1 of the Form 8-K of SFX Broadcasting, Inc. (Commission File No. 0-22486)
filed on October 30, 1996).
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CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Supplement No. 1 to the MMR Multi-Market Radio, Inc. ("MMR") Merger
Proxy/Prospectus (the "Supplement") which is incorporated by reference in
Form S-3 (No. 33-74526), and incorporated by reference in, and attached to, the
Form 8-K to be filed on or about October 29, 1996 and to the inclusion in the
Supplement, of our report dated October 4, 1996 with respect to the combined
financial statements of KTXQ-FM and KRRW-FM (divisions of CBS, Inc.) at
December 31, 1995 and for the year then ended.
/s/ Ernst & Young LLP
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Ernst & Young LLP
New York, New York
October 28, 1996
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the use of our report
dated October 28, 1996 with respect to the combined financial statements of The
Secret Stations: Cleveland, Indianapolis, Pittsburgh (and to all references to
our Firm) included in (i) Supplement No. 1, dated October 28, 1996, to the Joint
Proxy Statement/Prospectus of SFX Broadcasting, Inc. ("SFX") and Multi-Market
Radio, Inc. ("MMR"), (ii) Form 8-K of SFX dated October 29, 1996 (and we hereby
consent to the incorporation by reference of such Form 8-K into previously filed
Form S-3 Registration Statement File No. 333-6793 of SFX and Form S-4
Registration Statement File No. 333-13337 of SFX) and (iii) Form 8-K of MMR
dated October 29, 1996 (and we hereby consent to the incorporation by reference
of such Form 8-K into previously filed Form SB-2 Registration Statement No.
33-74526 of MMR, including Post-Effective Amendment No. 3 thereto on Form S-3).
/s/ Arthur Andersen LLP
Chicago, Illinois,
October 29, 1996
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CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Supplement No. 1 to the Multi-Market Radio, Inc. Merger Proxy/Prospectus
(the "Supplement") which is incorporated by reference in, and attached to, the
Form 8-K to be filed on or about October 30, 1996 and incorporated by reference
in Form S-3 (No. 33-74526), and to the inclusion in the Supplement and the
incorporation by reference in said Form S-3 of our report dated March 6, 1996
with respect to the financial statements of Texas Coast Broadcasters, Inc. at
December 31, 1995 and 1994 and for the years then ended.
/s/ Mohle, Adams, Till, Guidry & Wallace, L.L.P.
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Mohle, Adams, Till, Guidry & Wallace, L.L.P.
Houston, Texas
October 30, 1996
