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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 3, 1997
CHILDREN'S BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-21534 41-1663712
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
724 FIRST STREET NORTH
MINNEAPOLIS, MINNESOTA 55401
(Address of principal executive offices, including area code)
(612) 338-3300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On November 3, 1997, Children's Broadcasting Corporation (the
"Company") announced that it has notified its affiliate radio stations
that it will terminate its network affiliation agreements and cease
distributing its full-time Aahs World Radio(SM) programming format
effective January 30, 1998. Reference is made to the attached Press
Release issued to the public by the Company on November 3, 1997.
Concurrent with the announcement of the termination of network
affiliation agreements and the cessation of full-time network
programming, the Company has also begun to effect certain reductions
in its workforce related to the operation of the network. The Company
plans to retain members of the Aahs World Radio creative staff and
intends to continue to explore other methods of distribution of
children's audio programming such as SDARS (Satellite Digital Audio
Radio Service), and also to develop and enhance its Internet website
real-time audio presence and other programming products, including
syndicated children's programs.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated November 3, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 3, 1997 CHILDREN'S BROADCASTING CORPORATION
/s/ JAMES G. GILBERTSON
--------------------------------
James G. Gilbertson
Chief Operating Officer
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EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
- ------ -----------
99.1 Press Release dated November 3, 1997.
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EXHIBIT 99.1
CHILDREN'S BROADCASTING CORP.
TO CEASE 24-HOUR DISTRIBUTION JANUARY 30
MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq National
Market: AAHS) announced today that it has notified its affiliate radio stations
that it will cease distributing its full-time Aahs World Radio(sm) programming
format as of midnight, January 30, 1998. CBC had previously announced the sale
of its owned and operated stations to Global Broadcasting Company, Inc. for
$72.5 million. The sale of the stations, which is subject to obtaining
shareholder and regulatory approval, is expected to close in January 1998.
"We have been forced to alter our business plans and operations by
ABC/Disney's method of entry into the children's radio market," said Christopher
T. Dahl, CEO of CBC. "We have received cancellation notices from several
important affiliates. As difficult and painful as this decision was to make,
and as much as we continue to believe in the children's radio market CBC has
pioneered, we were simply not in a position to take any other course," Dahl
added.
Dahl reaffirmed that CBC intends to continue to explore other methods of
distribution of children's audio programming such as SDARS (Satellite Digital
Audio Radio Service), and also to develop and enhance its Internet web-site
real-time audio presence and other programming products, including
syndicated children's programs.
Dahl also stated that the Company intends to utilize the net proceeds
received from the sale of its stations to make acquisitions in the media,
entertainment or advertising-related areas.
Children's Broadcasting Corporation's "Aahs World Radio-SM-," the live,
24-hour satellite radio network and multi-media concept for today's kids and
families, became a national network in October 1992. At its peak, the radio
network had 32 affiliate stations reaching approximately 40 percent of the
country.
