SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
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 9, 1996
(October 8, 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
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 8, 1996, Multi-Market Radio, Inc. (the "Company") mailed to
the holders of its redeemable Class A Warrants a Notice of Warrant Redemption
in which it notified such holders of its intent to redeem all outstanding
Class A Warrants on November 8, 1996 at a redemption price of $.01 per
warrant. After 5:00 p.m., New York City time, on November
7, 1996 Class A Warrants may no longer be exercised. For a more complete
description of the warrant redemption, see Exhibit 99.1 of this Form 8-K.
On October 8, 1996, the Company commenced an exchange offer for its
Class B Warrants pursuant to which it is offering to exchange one share of
Class A Common Stock, par value $.01 per share, of the Company for each five
Class B Warrants of the Company properly tendered in the exchange offer. The
exchange offer expires on November 6, 1996 at 5:00 p.m., New York City time,
unless extended. For a more complete description of the exchange offer, see
Exhibit 99.2 of this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Notice of Redemption, dated October 7, 1996, of Multi-Market Radio,
Inc. in respect of its Class A Warrants.
99.2 Offering Circular, dated October 4, 1996, of Multi-Market Radio,
Inc. relating to an exchange offer for its Class B Warrants
(incorporated by reference to Exhibit 9(a)(i) of the Schedule
13E-4 of Multi-Market Radio, Inc. filed with the Securities and
Exchange Commission on October 8, 1996).
99.3 Press release, dated October 8, 1996, of Multi-Market Radio, Inc.
announcing the mailing of a Notice of Redemption in respect of its
Class A Warrants and the commencement of an exchange offer for its
Class B Warrants.
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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
Name: Jerry D. Emlet
Title: Chief Financial Officer
Date: October 9, 1996
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EXHIBIT INDEX
Exhibit Description
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99.1 Notice of Redemption, dated October 7, 1996, of Multi-Market Radio,
Inc. in respect of its Class A Warrants.
99.2 Offering Circular, dated October 4, 1996, of Multi-Market Radio,
Inc. relating to an exchange offer for its Class B Warrants
(incorporated by reference to Exhibit 9(a)(i) of the Schedule
13E-4 of Multi-Market Radio, Inc. filed with the Securities and
Exchange Commission on October 8, 1996).
99.3 Press release, dated October 8, 1996, of Multi-Market Radio, Inc.
announcing the mailing of a Notice of Redemption in respect of its
Class A Warrants and the commencement of an exchange offer for its
Class B Warrants.
[MULTI-MARKET RADIO, INC. LOGO]
150 EAST 58TH STREET, 19TH FLOOR
NEW YORK, NEW YORK 10155
October 7, 1996
NOTICE OF REDEMPTION
CLASS A WARRANTS
TO: Holders of Class A Warrants and Units of Multi-Market Radio, Inc.
Multi-Market Radio, Inc., a Delaware corporation (the "Company"), hereby
exercises its right pursuant to the Warrant Agreement, dated as of March 23,
1994 (the "Warrant Agreement"), among the Company, American Stock Transfer &
Trust Company, as warrant agent, D.H. Blair Investment Banking Corp. ("Blair")
and Americorp Securities, Inc. ("Americorp" and, together with Blair, the
"Underwriters") to redeem on November 8, 1996 (the "Redemption Date") all of
the Company's then outstanding redeemable Class A Warrants (Nasdaq symbol
"RDIOW"), including those held as part of the Units (Nasdaq symbol "RDIOU")
("Units") of the Company (collectively, "Class A Warrants"), at $.01 per Class
A Warrant. The Warrant Agreement provides that the Company has the right, on
not less than 30 days notice, to redeem the Class A Warrants for $.01 per
Class A Warrant if the average closing bid price per share of the Company's
Class A Common Stock (Nasdaq symbol "RDIOA"), par value $.01 per share ("Class
A Common Stock"), as reported on the Nasdaq Stock Market Inc.'s National
Market System (the "Nasdaq National Market"), has exceeded $10.75 for 20
consecutive business days ending with the date of the notice of redemption,
which notice shall be mailed no later than five business days thereafter. The
date of this Notice of Redemption is October 7, 1996 and the date of mailing
of this Notice of Redemption is on or about October 8, 1996. For the 20
consecutive business days ended October 7, 1996, the average closing bid price
per share of Class A Common Stock exceeded $10.75 per share. As a result of
the Company's call for
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redemption, the Class A Warrants may not be exercised
after 5:00 p.m., New York City time, on November 7, 1996.
Enclosed with this Notice of Redemption are the following documents: (i)
a copy of the Prospectus, dated August 8, 1995, of the Company covering the
shares of Class A Common Stock issuable upon the exercise of the Class A
Warrants (the"Prospectus") and (ii) a copy of the Joint Proxy
Statement/Prospectus, dated October 4, 1996, of SFX Broadcasting, Inc. ("SFX")
and the Company (the "Joint Proxy Statement/Prospectus"). Holders of Class A
Warrants are urged to read the Prospectus and the Joint Proxy
Statement/Prospectus.
Merger with SFX Broadcasting, Inc.
The Company has entered into an Amended and Restated Agreement and Plan
of Merger, as amended (the "Merger Agreement"), with SFX, and SFX Merger
Company, a wholly-owned subsidiary of SFX, pursuant to which the Company will
become a wholly-owned subsidiary of SFX (the "Merger"). In the Merger, each
share of Class A Common Stock will convert into a fraction of a share of Class
A Common Stock, par value $.01 per share, of SFX (the "SFX Class A Shares")
valued at $12.50, subject to certain conditions and adjustments. Such fraction
will be determined by dividing $12.50 by the average of the last reported bid
and asked prices per SFX Class A Share during the 20 consecutive trading days
ending on the fifth trading day prior to the consummation of the Merger,
subject to adjustment in the event that, among other things, such average
market price of the SFX Class A Shares during such period exceeds $44.00 per
share or is less than $32.00 per share. The closing sales price of an SFX
Class A Share on October 4, 1996 was $45.00. For a more detailed description
of the Merger, see the sections of the Joint Proxy Statement/Prospectus
entitled "Proposals 1 and A--The Merger" and "The Merger Agreement."
Simultaneously with the mailing of this Notice of Redemption, the
Company and SFX are mailing the Joint Proxy Statement/Prospectus to their
stockholders in connection with stockholder meetings to vote on, among other
things, the Merger. The Company will hold a Special Meeting of Stockholders
(the "Special Meeting") to, among other things, approve the Merger Agreement
and the Merger. The Special Meeting is scheduled for November 22, 1996. Only
holders of record of shares of Class A Common Stock on October 1, 1996, the
record date for the Special Meeting, will be able to vote at the Special
Meeting. ACCORDINGLY, HOLDERS OF CLASS A WARRANTS ("HOLDERS") WHO EXERCISE
THEIR CLASS A WARRANTS WILL NOT BE ENTITLED TO VOTE AT THE SPECIAL MEETING.
HOWEVER, HOLDERS WHO EXERCISE THEIR CLASS A WARRANTS AND PURCHASE SHARES OF
CLASS A COMMON STOCK PRIOR TO THE REDEMPTION DATE WILL RECEIVE SFX CLASS A
SHARES IN THE MERGER IN THE EVENT THE MERGER IS CONSUMMATED.
Terms of Redemption
Redemption Date: November 8, 1996
Redemption Price: $.01 per Class A Warrant
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Cessation of Right to Exercise and Other Rights of Class A Warrant Holders
The right of Holders to exercise their Class A Warrants to purchase
shares of Class A Common Stock shall terminate at 5:00 p.m., New York City
time, on November 7, 1996 (the "Exercise Deadline"). After such time, Holders
will have no rights except to receive, upon surrender of their Class A
Warrants, the Redemption Price. The Redemption Price is substantially less
than either (i) the current market price of the Class A Common Stock, or (ii)
the current market price of the Class A Warrants. On October 4, 1996 the last
sale price per share of Class A Common Stock on the Nasdaq National Market was
$12.75 and the last sale price per Class A Warrant on the Nasdaq National
Market was $5.00.
Redemption Procedure
Payment of the amount to be received upon redemption will be made by the
Company upon the presentation and surrender of the Class A Warrants for
payment at any time prior to, on or after the Redemption Date. To surrender
Class A Warrants for redemption, Holders should deliver certificates
representing the Class A Warrants to American Stock Transfer & Trust Company
(the "Warrant Agent") at the following address:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Attention: Exchanges
Use of Proceeds
As of October 1, 1996, there were 1,055,437 outstanding Class A
Warrants. If all such outstanding Class A Warrants are exercised, as to which
there can be no assurance, the Company will receive gross proceeds of
approximately $8.2 million. Pursuant to the Warrant Agreement, the
Underwriters are, under certain circumstances, entitled to a fee equal to 4%
of the exercise price of each Class A Warrant. The Company expects to use the
remaining proceeds from the exercised Class A Warrants for working capital and
general corporate purposes, subject to any payment made to The Huff
Alternative Income Fund, L.P. ("Huff"), as discussed below.
Pursuant to the terms of that certain Securities Purchase Agreement
between the Company and Huff (the "Securities Purchase Agreement"), the
Company is entitled to prepay up to 50% of the $18.4 million principal amount
of its Senior Subordinated Debentures (the "Debentures") at a prescribed
premium with the proceeds from the exercise of the Class A Warrants (or of the
Class B Warrants of the Company). In the event that the Company receives more
than $1.0 million from the exercise of such warrants but has not used such
proceeds to repay the Debentures, Huff has the right, but not the obligation,
to require the Company to prepay a portion of the Debentures with one-half of
such proceeds. Huff and the Company have agreed to waive such provisions,
pending the Merger. In the event that the Merger Agreement is terminated, the
waiver will lapse and Huff will be able to
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require the Company to utilize approximately $7.0 million to prepay a portion
of the Debentures. There can be no assurance that, in the event that the
Company is required to repay a portion of the Debentures, it will have
sufficient funds to meet its prepayment obligations, in which case, the
Company may be in default under the Securities Purchase Agreement and the
entire principal amount of Debentures may become due.
Exercise Rights of Class A Warrants
In lieu of surrendering the Class A Warrants for redemption, Holders of
Class A Warrants may, at their option, exercise their Class A Warrants to
purchase shares of Class A Common Stock. After the Exercise Deadline, Class A
Warrants will no longer be exercisable for shares of Class A Common Stock.
Each Class A Warrant entitles Holder to purchase one share of Class A
Common Stock at an exercise price of $7.75 per share (the "Exercise Payment").
On October 4, 1996 the last sale price per share of Class A Common Stock on
the Nasdaq National Market was $12.75.
How to Exercise Class A Warrants
Holders who wish to exercise their Class A Warrants and avoid redemption
must do the following:
1. Complete and sign the "Subscription Form" on the reverse side of each
Class A Warrant certificate in the exact name in which the Class A Warrant
certificate is issued and, unless the Holder is an Eligible Institution (as
defined below), have such signature guaranteed by a financial institution (a
commercial bank, savings and loan association, credit union or brokerage
house) that is a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (an "Eligible Institution"); and
2. Submit (or have their broker submit) to the Warrant Agent at the
address indicated above: (a) the Class A Warrant certificate and (b) the
payment of the Exercise Payment of $7.75 for each Class A Warrant exercised.
Payments must be made only by official bank or certified check payable to
"Multi-Market Radio, Inc."
The Class A Warrant certificate and the corresponding Exercise Payment
must arrive at the office of the Warrant Agent prior to the Exercise Deadline;
provided, however, that if the Warrant Agent receives the Exercise Payment
prior to the Exercise Deadline, broker-dealers shall have five (5) business
days to deliver Class A Warrant certificates held in "street name" to the
Warrant Agent.
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THE RIGHT TO EXERCISE THE CLASS A WARRANTS SHALL
TERMINATE ON NOVEMBER 7, 1996 AT 5:00 P.M., NEW YORK CITY
TIME.
ANY CLASS A WARRANT RECEIVED WHICH IS NOT ACCOMPANIED BY THE APPLICABLE
EXERCISE PAYMENT OR WHICH IS RECEIVED WITHOUT THE SUBSCRIPTION FORM
HAVING BEEN COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN DELIVERED
FOR REDEMPTION, AND NOT FOR EXERCISE.
Registration of Class A Common Stock
The shares of Class A Common Stock issuable upon exercise of the Class A
Warrants have been registered under the federal securities laws pursuant to
the registration statement of which the Prospectus forms a part. The shares of
Class A Common Stock issuable upon exercise of the Class A Warrants are
registered, or qualified for an exemption from registration, under the state
securities or "blue sky" laws of all states.
Removal of Class A Warrants and Units from Quotation on Nasdaq
Promptly after the Redemption Date, the Company intends to file an
application with the Nasdaq Stock Market Inc. ("Nasdaq") to remove the Class A
Warrants from quotation on the Nasdaq National Market and an application with
Nasdaq to remove the Units from quotation on the Nasdaq Stock Market, Inc.'s
SmallCap Market.
Certain Federal Income Tax Considerations
The Company believes that, if a Holder of Class A Warrants elects to
exercise such Class A Warrants in exchange for shares of Class A Common Stock,
then such Holder should recognize no taxable gain or loss as a result of such
exercise. The Company further believes that Holders of Class A Warrants should
recognize taxable gain or loss upon the redemption of their respective Class A
Warrants in an amount equal to the difference between the adjusted tax basis
in such Class A Warrants and the consideration received therefor. All Holders
of Class A Warrants are advised to consult their own tax advisors as to the
specific federal, state, local and foreign tax consequences in connection with
the redemption or exercise of Class A Warrants.
Further Information and Assistance
The Underwriters are acting as the Company's Solicitation Agent in
connection with the exercise of the Class A Warrants. Questions or requests
for assistance in connection with the exercise of Class A Warrants should be
directed to David Nachamie ((212) 495-4105) or Kenton Wood ((212) 495-4400) at
D.H. Blair & Co., Inc. or Thomas Yesman ((212) 412-8931) or Annie Thomas
((212) 412-7881) at Americorp Securities, Inc.
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In addition, you may also contact the Company's Information Agent,
Georgeson & Company Inc., at (800) 223-2064.
We appreciate your continued support of the Company.
Very truly yours,
MULTI-MARKET RADIO, INC.
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MULTI-MARKET RADIO, ANNOUNCES SERIES OF TRANSACTIONS
IN CONJUNCTION WITH ITS PENDING MERGER WITH SFX BROADCASTING
NEW YORK -- (BUSINESS WIRE) -- OCT. 8, 1996 -- MULTI-MARKET RADIO, INC.
(NASDAQ: RDIOA) today announced that together with SFX Broadcasting Inc.
(NASDAQ: SFXBA) it commenced mailing a joint proxy statement in connection with
the shareholder meetings of the two companies to be held on November 22, 1996.
The joint proxy statement seeks approval of, among other matters, a
proposed merger transaction pursuant to which MMR will become a wholly-owned
subsidiary of SFX. The joint proxy statement was mailed to holders of record of
Class A Common Stock of both companies as of Oct. 1, 1996.
As contemplated by the merger agreement with SFX, MMR also
announced today that it commenced an exchange offer for its outstanding Class
B Warrants (NASDAQ: RDIOZ). The company is offering one share of Class A
Common Stock in exchange for each five Class B Warrants properly tendered in the
exchange offer. The exchange offer expires on Nov. 6, 1996 at 5:00 p.m., New
York City time, unless extended. Offering circulars relating to the exchange
offer, along with instructions for their tender in the exchange offer, are being
mailed today to holders of Class B Warrants. The exchange offer is not dependent
on the consummation of the Merger.
The company also announced that it has elected to redeem all of its
outstanding Class A Warrants (NASDAQ: RDIOW). Each outstanding Class A
Warrant which is not validly exercised by Nov. 7, 1996 at 5:00 p.m., New
York City time, will be redeemed on the following day for $0.01. Any Class A
Warrants which have not been exercised prior to the exercise deadline will no
longer be exercisable, and their holders will have no further rights except to
receive the redemption payment of $0.01 per Class A Warrant upon surrender of
their certificates. The company has the right to redeem the Class A Warrants
because the average closing bid price of Class A Common Stock has exceeded
$10.75 per share for a period of 20 consecutive business days. Notices of
redemption of Class A Warrants are mailed today to holders of Class A Warrants,
along with instructions for their exercise. The redemption is not dependent on
the consummation of the Merger.
Information regarding the Merger, the exchange of Class B Warrants and
the redemption of Class A Warrants can be obtained from the Company's
information agent, Georgeson & Company Inc., at (800) 223-2064.
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As previously announced a lawsuit was filed against the company by a
stockholder seeking either to enjoin the Merger or to receive monetary damages
from the company and other defendants. The plaintiff sought certification of
the lawsuit as a class action. On Sept. 25, 1996, the company entered into
a memorandum of understanding which constitutes an agreement in principle to
settle the lawsuit. The settlement provides, among other things, that the
consideration to be received by stockholders of the company in the Merger will
be guaranteed to be at least $12.50 per share, subject to certain conditions
and adjustments, if the price of Class A Common Stock of SFX during the
specified valuation period is not less than $32.00 per share.
In all other respects, including upward adjustments in consideration to
the stockholders of MMR, if the SFX common share price increases above $44.00,
and downward adjustments in consideration if the SFX common share price
decreases below $32.00, the merger agreement remains in full force and effect.
On Oct. 7, 1996, SFX common closed at $45.50 per share.
Multi-Market Radio, headquartered in New York City, currently owns or
sells advertising on behalf of nine radio stations in five markets.
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