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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. __________)*
Multi-Market Radio, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
625432109
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(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 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 /x/.
(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).
SEC 1746 (12-91)
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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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 73,527
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
73,527
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,527
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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.
SEC 1746 (12-91)
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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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 108,445
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
108,445
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,445
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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.
SEC 1746 (12-91)
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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
NUMBER OF 12,028
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 108,445
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,028
WITH
10 SHARED DISPOSITIVE POWER
108,445
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,473
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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.
SEC 1746 (12-91)
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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
OO
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 12,028
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 181,972
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,028
WITH
10 SHARED DISPOSITIVE POWER
181,972
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Class A Common Stock, $.01 par value
("Common Stock")
Issuer: Multi-Market Radio, Inc.
150 East 58th Street - 19th Floor
New York, New York 10155
(212) 407-9150
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed jointly by
Gabriel Capital, L.P., a Delaware limited partnership ("Gabriel"), Ariel Fund
Limited, a Cayman Islands corporation ("Ariel Fund"), Ariel Management Corp.
("Ariel"), a Delaware Corporation and the Investment Advisor of Ariel Fund, and
J. Ezra Merkin ("Merkin"), the General Partner of Gabriel. Merkin is also the
sole shareholder, sole director and president of Ariel. Gabriel, Ariel Fund,
Ariel and Merkin are hereinafter sometimes referred to collectively as the
"Reporting Persons." The business address of each of Gabriel, Ariel and Merkin
is 450 Park Avenue, New York, New York 10022 and the business address of Ariel
Fund is c/o Maples & Calder, P.O. Box 309, Grand Cayman, Cayman Islands, British
West Indies.
Gabriel and Ariel Fund are private investment funds. Ariel and Merkin
are private investment managers.
Merkin is a United States citizen.
See Item 5 for information regarding ownership of Common Stock.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
6
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Item 3. Source and Amount of Funds
Gabriel purchased an aggregate of 73,527 shares of Class A Common
Stock at an aggregate cost of $747,009.50 using its own funds. Ariel Fund
purchased an aggregate of 108,445 shares of Class A Common Stock at an aggregate
cost of $1,101,789.75 using its own funds. In addition, Ariel caused one of its
private discretionary investment accounts to purchase 12,028 shares of Class A
Common Stock at an aggregate cost of $122,202.08 using the funds of such
account. See Item 5.
Item 4. Purpose of the Transaction
All of the shares of Class A Common Stock reported herein were
acquired for investment purposes. Each of the Reporting Persons may acquire or
dispose of securities of the Issuer, including shares of Class A Common Stock,
directly or indirectly, in open-market or privately negotiated transactions,
depending upon the evaluation of the performance and prospects of the Issuer by
the Reporting Persons, and upon other developments and circumstances, including,
but not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Reporting Person has any present plans or
proposals which relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the
Reporting Persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could result
in the occurrence of any such events, subject to applicable laws and
regulations.
Item 5. Interest in Securities of the Issuer
(a) and (b) Gabriel is the beneficial owner of 73,527 shares of Class
A Common Stock, for a total beneficial ownership of 2.3% of the outstanding
shares of Class A Common Stock.
Ariel Fund is the beneficial owner of 108,445 shares of Class A Common
Stock, for a total beneficial ownership of 3.4% 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 108,445 shares of Class A Common Stock owned by Ariel Fund. In addition,
Ariel has sole dispositive and voting power with respect to 12,028 shares of
Class A Common Stock purchased by a private discretionary investment account.
Accordingly, Ariel may be deemed to be the beneficial owner of 120,473 shares of
Class A Common Stock, or 3.7% of the outstanding shares of Class A Common Stock.
7
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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
73,527 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 108,445 shares of Class A Common Stock owned by Ariel Fund and the 12,028
shares of Class A Common Stock owned by Ariel's private account. Accordingly,
Merkin may be deemed to be the beneficial owner of 194,000 shares of Class A
Common Stock, or 6.0% 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 past 60 days. All such trades were effected through
the public markets.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
8
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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 6, 1996
9
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SCHEDULE I
Purchases of Class A Shares of Common Stock
Number of Shares
------------------------------------
Aggregate
Dollar Aggregate
Date Amount Price Per Share Ariel Private
(w/comm) Share Amount Fund Gabriel Account
- ------------ -------- ----- ------ ---- ------- -------
April 26, 1996 $321,852.80 $10.0429 32,000 17,888 12,128 1,984
April 29, 1996 $150,537.00 10.0208 15,000 8,385 5,685 930
May 2, 1996 $34,051.00 10.0000 3,400 1,900 1,289 211
May 6, 1996 $31,337.13 10.09375 3,100 1,733 1,175 192
May 7, 1996 $101,400.00 10.1250 10,000 5,590 3,790 620
May 8, 1996 $50,075.00 10.0000 5,000 2,795 1,895 310
May 10, 1996 $206,050.00 10.2875 20,000 11,180 7,580 1,240
May 13, 1996 $135,070.00 10.3750 13,000 7,267 4,927 806
May 14, 1996 $361,224.50 10.3057 35,000 19,565 13,265 2,170
May 16, 1996 $100,462.50 10.03125 10,000 5,590 3,790 620
May 29, 1996 $50,387.50 10.0625 5,000 2,795 1,895 310
May 30, 1996 $150,693.75 10.03125 15,000 8,385 5,685 930
May 31, 1996 $50,075.00 10.0000 5,000 2,795 1,895 310
June 3, 1996 $65,503.75 10.0625 6,500 3,633 2,464 403
June 4, 1996 $91,301.40 10.1146 9,000 5,031 3,410 559
June 5, 1996 $70,980.00 10.125 7,000 3,913 2,654 433
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Balance as of
June 6, 1996 $1,971,001.33 194,000 108,445 73,527 12,028
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10
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) of a statement on Schedule 13D or any amendments thereto, with respect to
the Class A Common Stock, $0.01 par value, of Multi-Market Radio, Inc., and that
this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 6th day of June, 1996.
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
