<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-12187
COX RADIO, INC. [LOGO]
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-1620022
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA 30319
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (404) 843-5000
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
---------------
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
There were 8,748,685 shares of Class A Common Stock outstanding as of
April 30, 1997.
There were 19,577,672 shares of Class B Common Stock outstanding as of
April 30, 1997.
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COX RADIO, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS................................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.............................................. 10
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.................................................. 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................... 13
SIGNATURES...................................................................... 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COX RADIO, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ................................ $ 2,636 $ 1,544
Restricted cash .......................................... 16,765
9,051
Accounts and notes receivable, less allowance for doubtful
accounts of $820 and $834, respectively ................ 26,345 31,511
Prepaid expenses and other current assets ................ 2,753 1,575
--------- ---------
Total current assets .................................. 48,499 43,681
Plant and equipment, net ................................... 30,361 27,070
Intangible assets, net ..................................... 165,558 138,119
Amounts due from Cox Enterprises, Inc. ..................... 67,820 49,667
Other assets ............................................... 2,620 3,182
--------- ---------
Total assets .......................................... $ 314,858 $ 261,719
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses .................... $ 11,308 $ 10,296
Unit appreciation plan ("UAP") liability ................. -- 646
Income taxes payable ..................................... 2,406 3,216
Other current liabilities ................................ 305 668
--------- ---------
Total current liabilities ............................. 14,019 14,826
Deferred income taxes ...................................... 30,621 11,095
--------- ---------
Total liabilities ..................................... 44,640 25,921
--------- ---------
Commitments and contingencies (Note 3)
Shareholders' equity:
Class A common stock, $1.00 par value; 70,000,000 shares
authorized and 8,748,685 shares outstanding ........... 8,749 8,737
Class B common stock, $1.00 par value; 45,000,000 shares
authorized and 19,577,672 shares outstanding .......... 19,578 19,578
Additional paid-in capital ............................... 249,177 248,972
Deficit in retained earnings ............................. (7,286) (41,489)
--------- ---------
Total shareholders' equity ............................ 270,218 235,798
--------- ---------
Total liabilities and shareholders' equity ............ $ 314,858 $ 261,719
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
COX RADIO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1996
-------- --------
(Thousands of Dollars)
<S> <C> <C>
NET REVENUES:
Local ........................................... $ 21,292 $ 22,562
National ........................................ 7,114 6,841
Other ........................................... 749 165
-------- --------
Total net revenues ............................ 29,155 29,568
COSTS AND EXPENSES:
Operating ....................................... 8,192 9,440
Selling, general and administrative ............. 11,407 12,343
Corporate general and administrative ............ 1,422 1,103
Depreciation and amortization ................... 2,052 1,982
-------- --------
OPERATING INCOME ................................... 6,082 4,700
OTHER INCOME (EXPENSE):
Interest income .................................... 947 --
Interest expense ................................... (4) (1,467)
Gain on sale of radio stations ..................... 49,227 --
Other - net ........................................ (72) (96)
-------- --------
INCOME BEFORE INCOME TAXES ......................... 56,180 3,137
Income taxes ....................................... 21,977 1,325
-------- --------
NET INCOME ......................................... $ 34,203 $ 1,812
======== ========
Net income per common share ........................ $ 1.21 $ .09
======== ========
Weighted average common shares outstanding ......... 28,315 19,578
======== ========
</TABLE>
See notes to consolidated financial statements.
4
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COX RADIO, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK ADDITIONAL DEFECIT
----------------- ----------------- PAID-IN IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------- ------ ------- -------- -------- --------
(AMOUNTS IN THOUSANDS)
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BALANCE AT DECEMBER 31, 1996 ................ 8,737 $ 8,737 19,578 $19,578 $248,972 $(41,489) $235,798
Net income (unaudited) .................... 34,203 34,203
Issuance of restricted stock .............. 12 12 205 217
------ ------- ------ ------- -------- -------- --------
BALANCE AT MARCH 31, 1997 (UNAUDITED) ....... 8,749 $ 8,749 19,578 $19,578 $249,177 $ (7,286) $270,218
====== ======= ====== ======= ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
5
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COX RADIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
-------- -------
(Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................................................... $ 34,203 $ 1,812
Items not requiring cash:
Depreciation ................................................................. 717 637
Amortization ................................................................. 1,335 1,345
Deferred income taxes ........................................................ 19,347 (160)
Gain on sale of radio stations ............................................... (49,227) --
Decrease in accounts receivable ................................................ 5,370 5,562
Increase in accounts payable and accrued expenses .............................. 2,201 601
Increase (decrease) in taxes payable ........................................... (810) 1,416
Payment of UAP liability ....................................................... (646) --
Other, net ..................................................................... (1,236) (1,766)
-------- -------
Net cash provided by operating activities ............................... 11,254 9,447
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ........................................................... (1,865) (442)
Acquisitions, net of cash acquired ............................................. (1,500) (8,680)
Increase in other long-term assets ............................................. (357) (83)
Net proceeds from sale of radio stations ....................................... 19,741 --
Other, net ..................................................................... 217 20
-------- -------
Net cash provided by (used in) investing activities ..................... 16,236 (9,185)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in amounts due to/(from) CEI .......................................... (18,153) 884
Decrease in book overdrafts .................................................... (531) (785)
-------- -------
Net cash provided by (used in) financing activities ..................... (18,684) 99
-------- -------
Net increase in cash and cash equivalents ...................................... 8,806 361
Cash and cash equivalents (including restricted cash) at beginning of
period ....................................................................... 10,595 1,691
-------- -------
Cash and cash equivalents (including restricted cash) at end of period ......... $ 19,401 $ 2,052
======== =======
</TABLE>
See notes to consolidated financial statements.
6
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COX RADIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1997
1. BASIS OF PRESENTATION AND OTHER INFORMATION
Cox Radio, Inc. ("Cox Radio" or the "Company"), a majority-owned subsidiary of
Cox Enterprises, Inc. ("CEI"), is a leading national radio broadcasting company
whose business is devoted exclusively to operating, acquiring and developing
radio stations located throughout the United States.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnote disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, the financial
statements reflect all adjustments considered necessary for a fair statement of
the results of operations and financial position for the interim periods
presented. All such adjustments are of a normal recurring nature. These
unaudited interim financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 1996
and notes thereto contained in Cox Radio's Annual Report filed with the
Securities and Exchange Commission on Form 10-K (Commission File No. 1-12187).
The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1997 or any interim period.
2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES
In March 1997, the Company exchanged WCKG-FM and WYSY-FM in Chicago for WHOO-AM,
WHTQ-FM and WMMO-FM in Orlando (the "Orlando Acquisition"). The Orlando
Acquisition resulted in a pre-tax gain of approximately $49 million. In addition
to receiving the three Orlando stations, Cox Radio also received cash proceeds
of approximately $20 million. Prior to the NewCity Acquisition (as defined
below), the Orlando stations were operated by NewCity Communications, Inc.
("NewCity") since July 1996 under a local marketing agreement ("LMA").
In March 1997, the Company acquired WFNS-AM in Tampa for an aggregate
consideration of $1.5 million (the "Tampa Acquisition"). The Company had been
operating this station pursuant to an LMA or a joint sales agreement ("JSA")
since June 1995.
In April 1997, Cox Radio completed its acquisition of the license and certain
assets of KRTO-FM in Los Angeles for $19 million in cash (the "Los Angeles
Acquisition").
On April 1, 1997, the Company, through the merger of its wholly owned subsidiary
New Cox Radio II, Inc. with and into NewCity, with NewCity as the surviving
corporation, acquired all of the issued and outstanding capital stock of NewCity
(the "NewCity Acquisition"). Cox Radio purchased the stock of NewCity for an
aggregate consideration of approximately $253 million, including approximately
$87 million in assumption of NewCity indebtedness (see description of subsequent
tender offer at Note 3) and approximately $3 million in working capital
adjustments. To consummate the NewCity Acquisition, the Company utilized
approximately $56 million of amounts due from CEI and borrowed approximately
$110 million under its $300 million, five-year, senior, unsecured revolving
credit facility (the "Credit Agreement") with certain banks, including Texas
Commerce Bank National Association, as Administrative Agent. On April 2, 1997,
NewCity was merged with and into the Company, with the Company as the surviving
corporation.
7
<PAGE> 8
The following unaudited pro forma summary of operations presents the
consolidated results of operations as if the Cox Radio Consolidation (as
discussed in the Company's Annual Report on Form 10-K for the period ended
December 31, 1996), the Company's Initial Public Offering; the Orlando
Acquisition and the NewCity Acquisition had occurred at the beginning of the
periods presented and does not purport to be indicative of what would have
occurred had these transactions been made as of those dates or of results which
may occur in the future. No pro forma adjustments have been made for the Tampa
Acquisition and the Los Angeles Acquisition due to immateriality.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1997
---- ----
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Net Revenues .......................................... $40,935 44,447
Corporate general and administrative expenses ......... 1,194 1,898
Depreciation and amortization ......................... 4,418 4,585
Operating income ...................................... 5,496 6,210
Net income ............................................ 692 1,058
-------------------
Earnings per common share ............................. .02 .04
-------------------
Pro forma shares outstanding .......................... 28,315 28,315
===================
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
On January 10, 1997, CEI received a Civil Investigative Demand ("CID") from the
Antitrust Division of the Department of Justice ("DOJ"). The CID sought
production of documents and interrogatory responses with respect to radio
advertising in the Syracuse, New York area. In the Syracuse area, Cox Radio is
the licensee of two radio stations; pursuant to the NewCity Acquisition, Cox
Radio has acquired an additional three stations formerly licensed to NewCity.
The CID stated that the DOJ was seeking the information to determine whether the
NewCity Acquisition might violate section 1 of the Sherman Act and/or section 7
of the Clayton Act. On February 27, 1997, the Company and NewCity were advised
that the DOJ had closed its investigation of the Syracuse market.
In connection with the NewCity Acquisition and the merger of NewCity with and
into the Company as described in Note 2, the Company succeeded to NewCity's
obligations as the issuer of $75 million principal amount of 11-3/8% Senior
Subordinated Notes due 2003 (the "Notes"). On April 3, 1997, the Company
commenced a tender offer for all of the outstanding Notes (the "Tender Offer").
In conjunction with the Tender Offer, the Company also solicited consents (the
"Consent Solicitation") to amend the Indenture under which the Notes were issued
(the "Indenture"), including the elimination of substantially all of the
restrictive covenants contained in the Indenture (collectively, the
"Amendments"). The Tender Offer and Consent Solicitation expired on April 30,
1997 (the "Expiration Date"). As of the Expiration Date, holders of
approximately $74.6 million principal amount of Notes tendered their Notes and
gave their consents.
The Tender Offer price and consent payment for each $1,000 principal amount of
Notes subject to the Tender Offer and Consent Solicitation was $1,100.11, plus
accrued and unpaid interest until May 2, 1997 (the "Payment Date"). Holders of
Notes who consented to the Amendments at or prior to Midnight, New York City
time, on April 17, 1997 received the total consideration referred to in the
previous sentence on
8
<PAGE> 9
the Payment Date; holders of Notes who did not consent to the Amendments at or
prior to such time received $1,097.61 for each $1,000 principal amount of Notes
validly tendered.
The aggregate amount paid by the Company to holders of Notes in connection with
the Tender Offer and Consent Solicitation was $82.1 million, which was paid on
May 2, 1997 (the "Payment Date"). The Company obtained the funds necessary to
make such payments from borrowings under the Credit Agreement
4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 1997, SFAS No. 128, "Earnings per Share," was issued. This statement
establishes standards for computing and presenting earnings per share (EPS). It
replaces the presentation of primary EPS with a presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures. Basic EPS
excludes dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS is computed similarly to fully diluted EPS pursuant to APB
Opinion No. 15, "Earnings per Share," which is superseded by this Statement.
This statement requires restatement of all prior-period EPS data presented.
Upon adoption of this Statement in December 1997, the EPS amounts
presented will not be materially different than those previously presented in
accordance with Opinion 15.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF COX RADIO
The following discussion should be read in conjunction with the accompanying
historical Consolidated Statements of Income for the three month periods ended
March 31, 1997 and 1996.
GENERAL
The performance of a radio station group, such as the Company, is customarily
measured by its ability to generate Broadcast Cash Flow and EBITDA. Broadcast
Cash Flow is defined as net revenues less station operating expenses. EBITDA is
defined as operating income plus depreciation and amortization. Although
Broadcast Cash Flow and EBITDA are not recognized under generally accepted
accounting principles ("GAAP"), they are accepted by the broadcasting industry
as generally recognized measures of performance and are used by analysts who
report publicly on the condition and performance of broadcasting companies. For
the foregoing reasons, the Company believes that these measures will be useful
to investors. However, investors should not consider Broadcast Cash Flow or
EBITDA to be an alternative to operating income as determined in accordance with
GAAP, an alternative to cash flows from operating activities (as a measure of
liquidity) or an indicator of the Company's performance under GAAP.
The primary source of the Company's revenues is the sale of local, national and
network advertising. Most of the Company's revenue is generated from local
advertising which is sold by each station's sales staff. Historically,
approximately 76% and 24% of the Company's gross revenues were generated from
local and national advertising, respectively. The Company's most significant
station operating expenses are employees' salaries and benefits, commissions,
programming expenses and advertising and promotional expenditures.
The Company's revenues vary throughout the year. As is typical in the radio
broadcasting industry, the Company's first calendar quarter generally produces
the lowest revenues for the year, and the fourth calendar quarter generally
produces the highest revenues for the year. The Company's operating results in
any period may be affected by the incurrence of advertising and promotional
expenses that do not necessarily produce commensurate revenues until the impact
of the advertising and promotion is realized in future periods.
ACQUISITIONS AND DISPOSITIONS
During the past several years, the Company has actively managed its portfolio of
radio stations through selected acquisitions, dispositions and swaps, as well as
the use of local marketing agreements ("LMA's") and joint sales agreements
("JSA's"). Specific transactions entered into by the Company during the past
three months are discussed below.
In March 1997, the Company exchanged WCKG-FM and WYSY-FM in Chicago for WHOO-AM,
WHTQ-FM and WMMO-FM in Orlando (the "Orlando Acquisition"). The Orlando
Acquisition resulted in a pre-tax gain of approximately $49 million. In addition
to receiving the three Orlando stations, Cox Radio also received cash proceeds
of approximately $20 million. Prior to the NewCity Acquisition, the Orlando
stations were operated by NewCity since July 1996 under an LMA.
In March 1997, the Company acquired WFNS-AM in Tampa for an aggregate
consideration of $1.5 million (the "Tampa Acquisition"). The Company had been
operating this station pursuant to an LMA or a JSA since June 1995.
10
<PAGE> 11
In April 1997, Cox Radio completed its acquisition of the license and certain
assets of KRTO-FM in Los Angeles for $19 million in cash (the "Los Angeles
Acquisition").
On April 1, 1997, the Company through the merger of its wholly owned subsidiary
New Cox Radio II, Inc. with and into NewCity, with NewCity as the surviving
corporation, acquired all of the issued and outstanding capital stock of
NewCity. Cox Radio purchased the stock of NewCity for an aggregate consideration
of approximately $253 million, including approximately $87 million in assumption
of NewCity indebtedness and approximately $3 million in working capital
adjustments. To consummate the NewCity Acquisition, the Company utilized
approximately $56 million of amounts due from CEI and borrowed approximately
$110 million under its $300 million, five-year, senior, unsecured revolving
credit facility with certain banks, including Texas Commerce Bank National
Association, as Administrative Agent. On April 2, 1997, NewCity was merged with
and into the Company, with the Company as the surviving corporation (the "Cox
Radio Merger").
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Net Revenues. Net revenues for the first quarter of 1997 decreased $.4 million
to $29.2 million, a 1.4% decrease from the first quarter of 1996. This decrease
was primarily attributable to the disposition of the operations of WCKG-FM and
WYSY-FM in Chicago and WIOD-AM in Miami in July and December 1996, respectively.
These decreases were partially offset by substantial percentage increases in net
revenues at the Company's stations in Atlanta, Tampa and Dayton primarily due to
continued ratings growth.
Station Operating Expenses. Station operating expenses decreased $2.2 million to
$19.6 million, a decrease of 10.0% from the first quarter of 1996. The decrease
was attributable to the disposition of the operations of WCKG-FM and WYSY-FM in
Chicago and WIOD-AM in Miami during July and December of 1996, respectively.
Additionally, substantial reductions in station operating expenses were realized
at the Tampa station group as a result of efforts to control costs.
Broadcast Cash Flow. Broadcast cash flow increased $1.8 million to $9.6 million,
a 22.7% increase over the first quarter of 1996 for the reasons discussed above.
Corporate general and administrative expenses. Corporate general and
administrative expenses increased $.3 million to $1.4 million primarily due to
additional costs incurred in connection with the Company's new obligations
regarding securities law compliance and shareholder communications during the
first quarter of 1997.
Operating Income. Operating income for the first quarter of 1997 increased $1.4
million to $6.1 million, an increase of 29.4% over the first quarter of 1996 for
the reasons discussed above.
Interest income/expense. The Company generated interest income during the first
quarter of 1997 totaling $.9 million as compared to interest expense of $1.5
million during the first quarter of the prior year primarily as a result of the
repayment of amounts due to CEI during the fourth quarter of 1996 that were
funded by the Company's initial public offering and excess cash on hand during
the first quarter of 1997.
Net Income. Net income increased $32.4 million to $34.2 million for the
reasons discussed above and as a result of an after-tax gain of approximately
$30 million on the sale of WCKG-FM and WYSY-FM in Chicago during March 1997.
11
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LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash provided by operations. For
the three months ended March 31, 1997, cash from operations increased $1.8
million to $11.3 million, a 19.1% increase over the three months ended March 31,
1996, primarily attributable to an increase in net income. Historically, cash
requirements have been funded by Cox Radio's operating activities and, as
needed, through intercompany advances from CEI under a revolving credit facility
with CEI (the "New CEI Credit Facility"). Borrowings under the New CEI Credit
Facility accrue interest at CEI's commercial paper rate plus .75%. CEI continues
to perform day-to-day cash management services for Cox Radio.
On March 7, 1997, Cox Radio entered into a $300 million, five-year, senior,
unsecured revolving credit facility (the "Credit Agreement") with certain
guarantors and banks, including Texas Commerce Bank National Association, as
Administrative Agent, Nationsbank of Texas, N.A., as Syndications Agent, and
Citibank, N.A., as Documentation Agent. The loan proceeds may be used to (i)
finance the payment of the consideration payable in the NewCity Acquisition,
(ii) repay certain secured debt of NewCity and (iii) finance (A) the repayment
or repurchase of certain unsecured debt of NewCity, (B) additional acquisitions
and (C) other corporate purposes. The Credit Agreement restricts the payment of
dividends, prohibits certain mergers, consolidations or dispositions of assets
and establishes limitations on, among other things, additional indebtedness and
transactions with affiliates.
Cox Radio borrowed approximately $110 million under the Credit Agreement to
consummate the NewCity Acquisition. Upon consummation of the Cox Radio Merger,
Cox Radio assumed certain indebtedness of NewCity, including NewCity's
obligations in respect of the Notes and pursuant to the Indenture. The Notes are
general unsecured obligations of Cox Radio and are subordinated to all existing
and future senior indebtedness of Cox Radio.
On April 3, 1997, the Company commenced a tender offer for all of the
outstanding Notes (the "Tender Offer"). In conjunction with the Tender Offer,
the Company also solicited consents (the "Consent Solicitation") to amend the
Indenture under which the Notes were issued (the "Indenture"), including the
elimination of substantially all of the restrictive covenants contained in the
Indenture (collectively, the "Amendments"). The Tender Offer and Consent
Solicitation expired on April 30, 1997 (the "Expiration Date"). As of the
Expiration Date, Holders of approximately $74.6 million principal amount of
Notes tendered their Notes and gave their consent.
The Tender Offer price and consent payment for each $1,000 principal amount of
Notes subject to the Tender Offer and Consent Solicitation was $1,100.11, plus
accrued and unpaid interest until May 2, 1997 (the "Payment Date"). Holders of
Notes who consented to the Amendments at or prior to Midnight, New York City
time, on April 17, 1997 received the total consideration referred to in the
previous sentence on the Payment Date; holders of Notes who did not consent to
the Amendments at or prior to such time received $1,097.61 for each $1,000
principal amount of Notes validly tendered.
The aggregate amount paid by the Company to holders of Notes in connection with
the Tender Offer and Consent Solicitation was $82.1 million, which was paid on
May 2, 1997 (the "Payment Date"). The Company obtained the funds necessary
to make such payments from borrowings under the Credit Agreement.
Future cash requirements are expected to include capital expenditures, principal
and interest payments on indebtedness and funds for acquisitions. The Company
expects its operations to generate sufficient cash to meet its capital
expenditures and debt service requirements. Additional cash requirements,
including funds for pending or other acquisitions, will be funded by various
sources, including proceeds from bank financing and, if or when appropriate,
other issuances of Company securities.
12
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Listed below are the exhibits which are filed as part of this
Report (according to the number assigned to them in Item 601
of Regulation S-K):
EXHIBIT DESCRIPTION
------- -----------
NUMBER
------
2.1 Agreement and Plan of Merger, dated as of July 1,
1996, by and among Cox Radio, Inc., New Cox Radio II,
Inc., NewCity Communications, Inc. and certain
stockholders of NewCity Communications, Inc.
(Incorporated by reference to the corresponding
exhibit of Cox Radio's Registration Statement on Form
S-1 (Commission File No. 333-08737))*
2.2 Guaranty by Cox Broadcasting, Inc., dated as of July
1, 1996, in favor of NewCity Communications, Inc.
(Incorporated by reference to the corresponding
exhibit of Cox Radio's Registration Statement on Form
S-1 (Commission File No. 333-08737))
3.1 Amended and Restated Certificate of Incorporation of
Cox Radio, Inc. (Incorporated by reference to the
corresponding exhibit of Cox Radio's Registration
Statement on Form S-1 (Commission File No.
333-08737))
3.2 Amended and Restated Bylaws of Cox Radio, Inc.
(Incorporated by reference to the corresponding
exhibit of Cox Radio's Registration Statement on Form
S-1 (Commission File No. 333-08737))
4.1 Indenture between NewCity Communications, Inc. and
Shawmut Bank Connecticut, National Association, as
Trustee, dated as of November 2, 1993, related to the
11 3/8% Notes due 2003 of NewCity Communications,
Inc. (Incorporated by reference to the corresponding
exhibit of Cox Radio's Registration Statement on Form
S-1 (Commission File No. 333-08737))*
4.2 First Supplemental Indenture between NewCity
Communications, Inc. and Shawmut Bank Connecticut,
National Association, as Trustee, dated as of
September 16, 1994, relating to the 11 3/8% Notes due
2003 of NewCity Communications, Inc. (Incorporated by
reference to the corresponding exhibit of Cox Radio's
Registration Statement on Form S-1 (Commission File
No. 333-08737))
4.3 Second Supplemental Indenture between Cox Radio, Inc.
and Fleet National Bank, as Trustee, dated as of
April 1, 1997, relating to the 11 3/8% Notes due 2003
of Cox Radio, Inc.
4.4 Third Supplemental Indenture between Cox Radio, Inc.
and Fleet National Bank, as Trustee, dated as of
April 16, 1997, relating to the 11 3/8% Notes due
2003 of Cox Radio, Inc.
4.5 Specimen of Class A Common Stock Certificate.
(Incorporated by reference to Exhibit 4.3 of Cox
Radio's Registration Statement on Form S-1
(Commission File No. 333-08737))
10.1 Credit Agreement, dated as of March 7, 1997, by and
among Cox Radio, Inc., Texas Commerce Bank National
Association, Nationsbank of Texas, N.A. and Citibank,
N.A., individually and as agents, and the other banks
signatory thereto. (Incorporated by reference to the
corresponding exhibit of Cox Radio's Annual Report on
Form 10-K (Commission File No. 1-12187))*
10.2 New CEI Credit Facility. (Incorporated by reference
to the corresponding exhibit of Cox Radio's
Registration Statement on Form S-1 (Commission File
No. 333-08737))
10.3 Cox Radio, Inc. Long-Term Incentive Plan.
(Incorporated by reference to the
13
<PAGE> 14
corresponding exhibit of Cox Radio's Registration
Statement on Form S-1 (Commission File No.
333-08737))
10.4 Cox Radio, Inc. Employee Stock Purchase Plan.
(Incorporated by reference to Cox Radio's
Registration Statement on Form S-8 (Commission File
No. 333-26417))
10.5 Cox Radio, Inc. Restricted Stock Plan for
Non-Employee Directors (Incorporated by reference to
the corresponding exhibit of Cox Radio's Registration
Statement on Form S-1 (Commission File No.
333-08737))
10.6 Tax Allocation and Indemnification Agreement dated as
of October 2, 1996, by and between Cox Enterprises,
Inc. and Cox Radio, Inc. (Incorporated by reference
to the corresponding exhibit of Cox Radio's Annual
Report on Form 10-K (Commission File No. 1-12187))*
21 Subsidiaries of the Registrant
27 Financial Data Schedule
* Schedules and Exhibits intentionally omitted.
(b) Reports on Form 8-K filed during the quarter ended March 31,
1997:
none
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Cox Radio, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 14, 1997 COX RADIO, INC.
/s/ Maritza C. Pichon
----------------------------
Maritza C. Pichon
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
15
<PAGE> 1
EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE
between
COX RADIO, INC.
and
FLEET NATIONAL BANK
As Trustee
Dated as of April 1, 1997
<PAGE> 2
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 1997 by and
between COX RADIO, INC., a Delaware corporation with principal offices in
Atlanta, Georgia (the "Company"), and FLEET NATIONAL BANK, a national banking
association with its principal office in Hartford, Connecticut (previously known
as Fleet National Bank of Connecticut, which was previously known as Shawmut
Bank Connecticut, National Association), as trustee under the Indenture referred
to below (the "Trustee"),
WITNESSETH THAT:
WHEREAS, NewCity Communications, Inc., a Connecticut corporation
("NewCity"), duly executed and delivered an Indenture, dated as of November 2,
1993 (the "Initial Indenture"), to the Trustee, as trustee, for the purpose of
securing its Senior Subordinated Notes (the "Notes"), which Indenture was
amended pursuant to a First Supplemental Indenture dated as of September 16,
1994 (the Initial Indenture, as so amended, the "Indenture");
WHEREAS, on April 1, 1997, pursuant to an agreement and plan of merger
dated as of July 1, 1996, New Cox Radio II, Inc., a wholly-owned subsidiary of
the Company, was merged with and into NewCity and, as a result of such merger,
NewCity became a wholly-owned subsidiary of the Company;
WHEREAS, on April 1, 1997, pursuant to an agreement and plan of merger
dated as of July 1, 1996, NewCity was merged with and into the Company,
pursuant to which the Company was the surviving corporation (the "Merger");
WHEREAS, Section 5.01 of the Indenture, requires, among other things,
that the Company, as the successor by merger to NewCity, expressly assume all
the obligations of NewCity under the Notes and the Indenture;
WHEREAS, each of the conditions set forth in Section 5.01 of the
Indenture has been satisfied in connection with the Merger and the assumption by
the Company of the obligations of NewCity under the Notes and the Indenture; and
WHEREAS, all things prescribed by law and by the terms of the Indenture
necessary to make this Second Supplemental Indenture, when duly executed and
delivered by the Company and the Trustee a valid and binding instrument,
enforceable in accordance with its terms, and otherwise to effectuate the
amendment of the Indenture, have been done and performed, and the execution and
delivery of this Second Supplemental Indenture have been in all respects duly
authorized;
<PAGE> 3
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: THAT the
Indenture is amended as hereinafter provided; otherwise to remain in full force
and effect in accordance with the provisions thereof.
ARTICLE ONE
Amendment of the Indenture
Section 1.01. The Company hereby expressly assumes all the obligations
of NewCity under the Notes and the Indenture.
Section 1.02. The Company hereby expressly ratifies, adopts, renews,
confirms and continues in full force and effect, without limitation, except as
hereby amended, each and every covenant, agreement, condition and provision
contained in the Indenture.
Section 1.03. The Company covenants that the recitals of fact and
statements contained this Second Supplemental Indenture are true and that, upon
the execution and delivery of this Second Supplemental Indenture, the Company is
not in default in any respect under any of the provisions of the Indenture or of
the Notes thereby secured or intended so to be.
ARTICLE TWO
Additional Provisions
Section 2.01. Except as amended by Article One of this Second
Supplemental Indenture, the Indenture remains in full force and effect in
accordance with its terms.
Section 2.02. The cover of this Second Supplemental Indenture and all
article and description headings are inserted for convenience of reference only
and are not to be taken to be any part of this Second Supplemental Indenture or
to control or affect the meaning, construction or effect of the same.
Section 2.03. This Second Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered each as an original shall constitute but one and the same
instrument.
- 2 -
<PAGE> 4
IN WITNESS WHEREOF, Cox Radio, Inc. has caused its corporate name to be
hereunto affixed and this instrument to be signed and sealed by its President or
its Vice President and its corporate seal to be attested by its Secretary, for
and in its behalf, and caused this instrument to be delivered; and Fleet
National Bank, in token of its acceptance of the trust hereby created, has
caused its corporate name to be hereunto affixed and this instrument to be
signed and sealed by one of its Vice Presidents and its corporate seal to be
attested by one of its Trust Officers, for and in its behalf, and caused this
instrument to be delivered all as of the day and year first above written.
COX RADIO, INC.
(CORPORATE SEAL)
By:/s/ Robert F. Neil
--------------------------------
President
Attest:
/s/ Andrew A. Merdek
- ------------------------------
Secretary
Signed, sealed and delivered by
COX RADIO, INC.
in the presence of:
/s/ Shauna J. Sullivan
- ------------------------------
/s/ Georgina N. Lynch
- ------------------------------
<PAGE> 5
FLEET NATIONAL BANK
(CORPORATE SEAL)
By:/s/ Michael M. Hopkins
--------------------------------
Vice President
Attest:
/s/ Debra A. Colon
- ------------------------------
Its Corporate Trust Officer
Signed, sealed and delivered by
FLEET NATIONAL BANK
in the presence of:
/s/ Anna M. Vignuolo
- ------------------------------
/s/ Susan T. Keller
- ------------------------------
<PAGE> 6
STATE OF Georgia )
) ss.: _______________, 1997
COUNTY OF Dekalb )
Personally appeared Robert F. Neil and Andrew A. Merdek of Cox Radio,
Inc., signer and sealer, respectively, of the foregoing instrument, to me
personally known, who being by me duly sworn did say that they are the
President and Secretary, respectively, of Cox Radio, Inc., one of the
corporations described herein, and that they executed said instrument and
severally acknowledged the same to be their free act and deed as such President
and Secretary, respectively, and the free act and deed of Cox Radio, Inc. and
on oath stated that they were duly authorized to sign and seal, respectively,
said instrument and that the seal affixed thereto is the corporate seal of Cox
Radio, Inc., before me.
/s/ Heather S. Bellville
------------------------
Notary Public
(NOTARY SEAL)
<PAGE> 7
STATE OF Connecticut )
) ss.: Hartford; April 3, 1997
COUNTY OF Hartford )
Personally appeared Michael M. Hopkins and Debra A. Colon of Fleet
National Bank, signer and sealer, respectively, of the foregoing instrument,
to me personally known, who being by me duly sworn did say that they are the
Vice President and Corporate Trust Officer, respectively, of Fleet National
Bank, one of the corporations described herein, and that they executed said
instrument and severally acknowledged the same to be their free act and deed as
such Vice President and Corporate Trust Officer, respectively, and the free act
and deed of Fleet National Bank and on oath stated that they were duly
authorized to sign and seal, respectively, said instrument and that the seal
affixed thereto is the corporate seal of Fleet National Bank, before me.
/s/ Karen R. Felt
-----------------------------------
Notary Public
(NOTARY SEAL)
<PAGE> 1
EXHIBIT 4.4
THIRD SUPPLEMENTAL INDENTURE
between
COX RADIO, INC.
and
FLEET NATIONAL BANK
As Trustee
Dated as of April 16, 1997
<PAGE> 2
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE dated as of April 16, 1997 by and
between COX RADIO, INC., a Delaware corporation with principal offices in
Atlanta, Georgia (the "Company"), and FLEET NATIONAL BANK, a national banking
association with its principal office in Hartford, Connecticut (previously known
as Fleet National Bank of Connecticut, which was previously known as Shawmut
Bank Connecticut, National Association), as trustee under the Indenture referred
to below (the "Trustee"),
WITNESSETH THAT:
WHEREAS, NewCity Communications, Inc., a Connecticut corporation
("NewCity"), duly executed and delivered an Indenture, dated as of November 2,
1993 (the "Initial Indenture"), to the Trustee, as trustee, for the purpose of
securing its Senior Subordinated Notes (the "Notes"), which Indenture was
amended pursuant to a First Supplemental Indenture dated as of September 16,
1994 and further amended pursuant to a Second Supplemental Indenture dated as of
April 1, 1997 (the Initial Indenture, as so amended, the "Indenture");
WHEREAS, on April 1, 1997, pursuant to an agreement and plan of merger
dated as of April 1, 1997, New Cox Radio II, Inc., a wholly-owned subsidiary of
the Company, was merged with and into NewCity and, as a result of such merger,
NewCity became a wholly-owned subsidiary of the Company;
WHEREAS, on April 2, 1997, pursuant to an agreement and plan of merger
dated as of April 2, 1997, NewCity was merged with and into the Company,
pursuant to which the Company was the surviving corporation (the "Merger");
WHEREAS, on April 3, 1997, Cox Radio commenced an offer to purchase all
of the issued and outstanding Notes (the "Tender Offer");
WHEREAS, in conjunction with the Tender Offer, Cox Radio solicited
consents (the "Consent Solicitation") to certain proposed amendments (the
"Amendments") to the Indenture;
WHEREAS, pursuant to the Consent Solicitation, the holders of at least
a majority in principal amount of the Notes outstanding have consented to the
Amendments;
WHEREAS, pursuant to the Indenture, the Company or an agent of the
Company has certified to the Trustee that the Amendments have been authorized by
the Company and that the consent of the majority of the aggregate principal
amount of the Notes has been obtained;
WHEREAS, each of the conditions set forth in Articles V and IX of the
Indenture has been satisfied in connection with the Amendments; and
<PAGE> 3
WHEREAS, all things prescribed by law and by the terms of the Indenture
necessary to make this Third Supplemental Indenture, when duly executed and
delivered by the Company and the Trustee, a valid and binding instrument,
enforceable in accordance with its terms, and otherwise to effectuate the
Amendments to the Indenture, have been done and performed, and the execution and
delivery of this Third Supplemental Indenture have been in all respects duly
authorized;
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: THAT the
Indenture is amended as hereinafter provided; otherwise to remain in full force
and effect in accordance with the provisions thereof.
ARTICLE ONE
Amendments of the Indenture
Section 1.01. The following sections of the Indenture are hereby
deleted in their entirety (the "Deleted Provisions"):
a. Section 4.03 (Provision of Reports);
b. Section 4.04 (Limitation on Restricted Payments);
c. Section 4.05 (Limitation on Payment Restriction Affecting
Subsidiaries);
d. Section 4.06 (Limitation on Transactions with Affiliates);
e. Section 4.07 (Limitation on Incurrence of Indebtedness);
f. Section 4.10 (Compliance with Securities Laws upon Purchase of
Notes);
g. Section 4.11 (Limitation on Liens Securing Subordinated
Indebtedness);
h. Section 4.12 (Limitation on Other Senior Subordinated
Indebtedness);
i. Section 4.13 (Limitation of Capital Stock of Subsidiaries);
j. Section 4.14 (Limitation on Sale and Lease-Back Transactions);
k. Section 4.15 (Corporate Existence);
l. Section 4.16 (Payment of Taxes and Other Claims);
- 2 -
<PAGE> 4
m. Section 4.17 (Notice of Defaults);
n. Section 4.18 (Compliance Certificates);
o. Section 4.20 (Properties);
p. Section 4.21 (Insurance);
q. Section 4.22 (Payments for Consent);
r. Section 5.01 (When Company or Guarantor May Merge, Etc.);
s. Section 5.02 (Successor Entity Substituted);
t. Section 6.01(3) (Event of Default Triggered by Default on
Other Indebtedness); and
u. Section 6.01(6) (Event of Default Upon Certain Final
Judgments).
Section 1.02. All defined terms set forth in the Indenture and used
solely in the Deleted Provisions of the Indenture are hereby deleted in their
entirety from the Indenture when references to such defined terms would be
eliminated as a result of the foregoing amendments (the "Deleted Defined
Terms"). All defined terms set forth in the Indenture and used solely (a) in the
Deleted Defined Terms or (b) in the Deleted Defined Terms and the Deleted
Provisions are hereby deleted in their entirety from the Indenture when
references to such defined terms would be eliminated as a result of the
foregoing amendments.
Section 1.03. The Company hereby expressly ratifies, adopts, renews,
confirms and continues in full force and effect, without limitation, except as
hereby amended, each and every covenant, agreement, condition and provision
contained in the Indenture.
Section 1.04. The Company covenants that the recitals of fact and
statements contained this Third Supplemental Indenture are true and that, upon
the execution and delivery of this Third Supplemental Indenture, the Company is
not in default in any respect under any of the provisions of the Indenture or of
the Notes thereby secured or intended so to be.
- 3 -
<PAGE> 5
ARTICLE TWO
Additional Provisions
Section 2.01. Except as amended by Article One of this Third
Supplemental Indenture, the Indenture remains in full force and effect in
accordance with its terms.
Section 2.02. The cover of this Third Supplemental Indenture and all
article and description headings are inserted for convenience of reference only
and are not to be taken to be any part of this Third Supplemental Indenture or
to control or affect the meaning, construction or effect of the same.
Section 2.03. This Third Supplemental Indenture shall be simultaneously
executed in several counterparts, and all such counterparts executed and
delivered each as an original shall constitute but one and the same instrument.
- 4 -
<PAGE> 6
IN WITNESS WHEREOF, Cox Radio, Inc. has caused its corporate name to be
hereunto affixed and this instrument to be signed and sealed by its President or
its Vice President and its corporate seal to be attested by its Secretary, for
and in its behalf, and caused this instrument to be delivered; and Fleet
National Bank, in token of its acceptance of the trust hereby created, has
caused its corporate name to be hereunto affixed and this instrument to be
signed and sealed by one of its Vice Presidents and its corporate seal to be
attested by one of its Trust Officers, for and in its behalf, and caused this
instrument to be delivered all as of the day and year first above written.
COX RADIO, INC.
(CORPORATE SEAL)
By:/s/ Preston B. Barnett
--------------------------------
Title: Vice President - Tax
----------------------------
Attest:
/s/ Andrew A. Merdek
- ------------------------------
Secretary
Signed, sealed and delivered by
COX RADIO, INC.
in the presence of:
/s/ Renata B. Kurtz
- ------------------------------
/s/ Heather S. Bellville
- ------------------------------
<PAGE> 7
FLEET NATIONAL BANK
(CORPORATE SEAL)
By:/s/ Michael M. Hopkins
--------------------------------
Vice President
Attest:
/s/ Debra A. Colon
- ------------------------------
Its Corporate Trust Officer
Signed, sealed and delivered by
FLEET NATIONAL BANK
in the presence of:
/s/ Melanie Moir
- ------------------------------
/s/ Dawn P. Heintz
- ------------------------------
<PAGE> 8
STATE OF Georgia )
) ss.: April 15, 1997
COUNTY OF Dekalb )
Personally appeared Preston B. Barnett and Andrew A. Merdek of
Cox Radio, Inc., signer and sealer, respectively, of the foregoing instrument,
to me personally known, who being by me duly sworn did say that they are the
Vice President and Secretary, respectively, of Cox Radio, Inc., one of the
corporations described herein, and that they executed said instrument and
severally acknowledged the same to be their free act and deed as such Vice
President and Secretary, respectively, and the free act and deed of Cox Radio,
Inc. and on oath stated that they were duly authorized to sign and seal,
respectively, said instrument and that the seal affixed thereto is the
corporate seal of Cox Radio, Inc., before me.
/s/ Georgina N. Lynch
---------------------
Notary Public
(NOTARY SEAL)
<PAGE> 9
STATE OF Connecticut )
) ss.: ______________; _____________, 1997
COUNTY OF Hartford )
Personally appeared Michael M. Hopkins and Debra A. Colon of Fleet
National Bank, signer and sealer, respectively, of the foregoing instrument, to
me personally known, who being by me duly sworn did say that they are the Vice
President and Corporate Trust Officer, respectively, of Fleet National Bank,
one of the corporations described herein, and that they executed said
instrument and severally acknowledged the same to be their free act and deed as
such Vice President and Corporate Officer respectively, and the free act and
deed of Fleet National Bank and on oath stated that they were duly authorized
to sign and seal, respectively, said instrument and that the seal affixed
thereto is the corporate seal of Fleet National Bank, before me.
/s/ Karen R. Felt
-----------------------------------
Notary Public
(NOTARY SEAL)
<PAGE> 1
EXHIBIT 21
Subsidiaries of Cox Radio, Inc.
(as of May 1, 1997)
American Comedy Network, Inc.
Birmingham Communications, Inc.
CommercialWorks, Inc.
Cox Kentucky, Inc.
KFI, Inc.
NewCity Communications of Terrell Hills, Inc.
NewCity Communications of Fulton, Inc.
NewCity Communications of Syracuse II, Inc.
NewCity Communications of Oklahoma, Inc.
NewCity Communications of Tulsa II, Inc.
NewCity Communications of Orlando, Inc.
NewCity Communications of Alabama, Inc.
NewCity Communications of Atlanta, Inc.
NewCity Communications of Florida, Inc.
NewCity Communications of London, Inc.
NewCity Communications of Massachusetts, Inc.
NewCity Communications of San Antonio, Inc.
NewCity Communications of Syracuse, Inc.
NewCity Communications of Tulsa, Inc.
NewCity Tulsa Tower, Inc.
NewCity Broadcasting Company, Inc.
NewCity Communications of Orange, Inc.
NewCity Communications of Daytona, Inc.
NewCity Communications of Connecticut, Inc.
On Tour Presents
Park City Productions, Inc.
WCKG, Inc.
WHIO, Inc.
WSB, Inc.
WWRM, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COX RADIO, INC. FOR THE QUARTER ENDED MARCH 31, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 19,401
<SECURITIES> 0
<RECEIVABLES> 27,165
<ALLOWANCES> (820)
<INVENTORY> 0
<CURRENT-ASSETS> 48,499
<PP&E> 51,657
<DEPRECIATION> (21,296)
<TOTAL-ASSETS> 314,858
<CURRENT-LIABILITIES> 14,019
<BONDS> 0
0
0
<COMMON> 8,749
<OTHER-SE> 261,469
<TOTAL-LIABILITY-AND-EQUITY> 314,858
<SALES> 0
<TOTAL-REVENUES> 29,155
<CGS> 0
<TOTAL-COSTS> 19,599
<OTHER-EXPENSES> 3,474
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4)
<INCOME-PRETAX> 56,180
<INCOME-TAX> 21,977
<INCOME-CONTINUING> 34,203
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,203
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 0
</TABLE>
