SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
EZ Communications, Inc.
(Name of Issuer)
Class B Common Stock, $.01 per value per share
(Title of Class of Securities)
269288-10-6
(CUSIP Number)
(Page 1 of 6 Pages)
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* 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 the
disclosures provided in a prior cover page.
The information required in 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 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).
<PAGE>
CUSIP No. 269288-10-6 13G/A Page 2 of 6 Pages
1 Name of Reporting Person: Arthur C. Kellar
S.S. or I.R.S. Identification No. of Above Person: ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power: 0; see Item 5.
Shares
Beneficially 6 Shared Voting Power: 0; see Item 5.
Owned By
Each 7 Sole Dispositive Power: 0; see Item 5.
Reporting
Person With 8 Shared Dispositive Power: 0; see Item 5.
9 Aggregate Amount Beneficially Owned by Each Reporting Person: 0;
see Item 5.
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented by Amount in Row (9): 0%; see Item 5.
12 Type of Reporting Person: IN
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Item 1(a). Name of Issuer:
EZ Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10800 Main St.
Fairfax, Virginia 22030
Item 2(a). Name of Person Filing:
Arthur C. Kellar
Item 2(b). Address of Principal Business Office or, if None, Residence:
106 Ebbtide Dr.
North Palm Beach, Florida 33408
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities: Class B Common Stock,
$.01 par value per share
Item 2(3). CUSIP Number: 269288-10-6
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of
the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) |_| Investment Company registered under Section 8 of
the Investment Company Act,
(e) |_| Investment Adviser registered under Section 203
of the Investment Advisers Act of1940,
(f) |_| Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
13d- 1(b)(1)(ii)(F),
(g) |_| Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
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Item 4. Ownership.
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following box. [x]
Pursuant to an Agreement and Plan of Merger, dated as of
August 5, 1996, as amended and restated as of September 27,
1996 (the "Merger Agreement"), EZ Communications, Inc. ("EZ")
merged with and into American Radio Systems Corporation, a
Delaware corporation ("American"). Under the Merger Agreement,
each of Mr. Kellar's shares of Class B Common Stock of EZ was
converted into (i) .9 shares of American Class A Common Stock
and (ii) $11.75 in cash consideration. The American Class A
Common Stock acquired by Mr. Kellar pursuant to the Merger
Agreement was registered under the Securities Act of 1933, as
amended, by American on registration statements (File no.
333-15231 and File no. 333- 16155).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
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<PAGE>
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
5
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SIGNATURE
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.
Date: April 30, 1997
Signature: /s/ Arthur C. Kellar
Arthur C. Kellar
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