UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.__)
Under the Securities Exchange Act of 1934
AMERICAN RADIO SYSTEMS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $.01
(Title of Class of Securities)
029161106000
(CUSIP Number)
Jennifer Marre
Secretary
Lehman Brothers Holdings
Inc. 3 World
Financial Center, 24th
Floor New York, NY
10285
(212) 526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
January 14, 1998
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 029161106000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
-------------------------------------------------
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
-------------------------------------------------------------------
(a) [X]
(b) [ ]
3) SEC Use Only
-------------
4) Source of Funds (see instructions)
----------------------------------
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
------------------------------
[ ]
6) Citizenship or Place of Organization
------------------------------------
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
------------------
-0-
8) Shared Voting Power
--------------------
2,050,000
9) Sole Dispositive Power
-----------------------
-0-
10) Shared Dispositive Power
-------------------------
2,050,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-------------------------------------------------------------
2,050,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
----------------------------------------------------------------
[ ]
13) Percent of Class Represented by Amount in Row 9
-----------------------------------------------
8.3%
14) Type of Reporting Person
-------------------------
HC/CO
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.
Dated: January 14, 1998
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
---------------
Name: Jennifer Marre
Title: Vice President and
Secretary
<PAGE>
CUSIP No.
029161106000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
-------------------------------------------------
Lehman Brothers Finance S.A.
2) Check the Appropriate box if a Member of a Group (see instructions)
-------------------------------------------------------------------
(a) [X]
(b) [ ]
3) SEC Use Only
-------------
4) Source of Funds (see instructions)
--------------------------------------
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
------------------------------
[ ]
6) Citizenship or Place of Organization
-------------------------------------
Switzerland
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-----------------
2,000,000
8) Shared Voting Power
-------------------
-0-
9) Sole Dispositive Power
----------------------
2,000,000
10) Shared Dispositive Power
------------------------
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-------------------------------------------------------------
2,000,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
----------------------------------------------------------------
[ ]
13) Percent of Class Represented by Amount in Row 9
-----------------------------------------------
8.1%
14) Type of Reporting Person
-------------------------
CO
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.
Dated: January 14, 1998
Lehman Brothers Finance S.A.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signatory
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value
$.01 (the "Common Stock"), of American Radio Systems Corporation, a
Delaware corporation ("American Radio"). The address of the principal
executive office of American Radio is 116 Huntington Avenue, Boston
MA 02116.
Item 2. Identity and Background
This statement is filed on behalf of the following entities:
Lehman Brothers Holdings Inc., a Delaware corporation
("Holdings"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm. Holdings is the parent of Lehman
Brothers Finance S.A.
Lehman Brothers Finance S.A., a Swiss corporation, ("LBF"),
13 Route de Florissant 7th Floor 1211 Geneva 12 Switzerland
LBF, a wholly owned subsidiary of Holdings, is engaged in the
equity, swap and derivatives business.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior
executive officers and directors of the Reporting Persons are
set forth in Appendix A hereto.
Neither the Reporting Persons nor to the best knowledge of the
Reporting Persons nor any of the persons listed in Appendix A
hereto have during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been party to a civil
proceeding of a judicial or administrative body of a
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 mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source of Funds or Other Consideration
The shares were acquired by LBF with internally generated funds. See
Item 4.
Item 4. Purpose of Transaction
On January 14, 1998 LBF acquired in the ordinary course of its business
an aggregate of 2,000,000 shares of Class A Common Stock of American
Radio in six privately negotiated transactions: (1) 165,000 shares
with the Baron Growth and Income Fund for $53.736 per share;(2) 500,000
shares with the Baron Asset Fund for $56.736 per share; (3) 150,000
shares with Baron Capital Partners L.P. for $56.736 per share;
(4) 150,000 shares with Baron Small CAP Fund for $56.736 per share;
(5) 35,000 shares with Baron Capital International Fund, Ltd. for
$56.736 per share; and (6) 1,000,000 shares with Baron Asset Fund
for $53.2576 per share. Such acquisitions were made by LBF in
connection with six six-month swap transactions related to American
Radio stock entered into by such funds with LBF on the same date.
Such swaps were entered into in the ordinary course of LBF's
business.
The acquisition of American Radio stock was incidental to LBF's
swaps and derivatives business and was not made with an intention
to control the issuer. Depending on the status of the related swap
transactions, market and other conditions or events, LBF may sell some
or all of such American Radio shares in privately negotiated
transactions, in broker's transactions, both on and off the exchange,
or otherwise. In addition, LBF may, in the ordinary course of its
business, acquire additional shares of American Radio shares in
privately negotiated transactions, in broker's transactions, both on
and off the exchange, or otherwise.
Lehman Brothers Inc. ("LBI"), a registered broker-dealer affiliate of
LBF, acted as agent for the parties and received customary and usual
fees for its services. LBI purchases, sells and holds American Radio
Class A Common Stock for itself and its customers in the ordinary
course of its business.
Item 5. Interest in Securities of the Issuer
(a) LBF holds 2,000,000 shares of American Radio Class A Common
Stock, representing 8.1% of American Radio Class A Common Stock.
Holdings indirectly holds 2,050,000 shares of American Radio
Class A Common Stock, representing 8.3% of American Radio Class A
Common Stock. Of such amount 8.1% is held by LBF and .2% is held
by LBI, its broker-dealer subsidiary, in the ordinary course of
its business.
(b) LBF has sole voting power and sole investment power over
its shares. Holdings has shared voting power and shared
investment power of shares held by its subsidiaries. See Item 4.
(c) See Item 4.
<PAGE>
(d) Neither the Reporting Persons nor to the best knowledge of
the Reporting Persons nor any of the persons listed in Appendix A
hereto know of any other person who has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons, other than
customers of Lehman Brothers over whose shares Lehman Brothers
may have investment discretion.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
-----------------------------
BOARD OF DIRECTORS
------------------
NAME / TITLE BUSINESS ADDRESS
- ------------ ----------------
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, New York 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, New York 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, New York 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of New York, NY 10285
Lehman Brothers Holdings Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
Nippon Life Insurance Co. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
<PAGE>
Masahiro Yamada* Lehman Brothers Holdings Inc.
Managing Director Nippon Life 3 World Financial Center
Insurance Company New York, NY 10285
LEHMAN BROTHERS HOLDINGS INC.
-----------------------------
EXECUTIVE OFFICERS
------------------
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
<PAGE>
LEHMAN BROTHERS FINANCE S.A.
----------------------------
BOARD OF DIRECTORS
------------------
NAME BUSINESS ADDRESS
Peter A. Gamester* Lehman Brothers Inc.
Director One Broadgate
London EC2M 7HA, England
Daniel J. Opprecht Lehman Brothers Inc.
Director 13 Route de Florissant
1211 Geneva 12 Switzerland
Eric W. Fiechter Lehman Brothers Inc.
Director 13 Route de Florissant
1211 Geneva 12 Switzerland
- -----
Above individuals are citizens of Switzerland except those individuals with an *
who are citizens of the United Kingdom.
