<PAGE>
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: June 6, 1997
DATE OF EARLIEST EVENT REPORTED: June 6, 1997
CHILDREN'S BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-21534 41-1663712
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction
of incorporation)
724 FIRST STREET NORTH, MINNEAPOLIS, MINNESOTA 55401
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(Address of principal executive offices)
(612) 338-3300
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
(a) Reference is made to the Press Release issued to the public by the
Registrant on June 6, 1997, and attached hereto as an exhibit, relating to the
Registrant signing a letter of intent to sell to Global Broadcasting Company,
Inc. all of its owned and operated AM radio stations for an aggregate
purchase price of $72.5 million.
(b) Reference is made to the cautionary statements of the Registrant,
presented in the Registrant's Form 10-KSB for the year ended December 31, 1996,
filed on March 31, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99 Press Release dated June 6, 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: June 6, 1997 CHILDREN'S BROADCASTING CORPORATION
BY: /s/ James G. Gilbertson
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James G. Gilbertson
Chief Operating Officer and
Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release dated June 6, 1997.
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[LETTERHEAD]
FOR IMMEDIATE RELEASE June 6, 1997
CHILDREN'S BROADCASTING CORP. SIGNS LETTER OF INTENT
TO SELL OWNED & OPERATED RADIO PROPERTIES
FOR $72.5 MILLION
MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq NM: AAHS)
announced today that it has signed a letter of intent to sell to Global
Broadcasting Company, Inc. all of its owned and operated AM radio stations for
the aggregate sale price of $72.5 million.
The CBC radio stations to be conveyed pursuant to the contemplated
transaction include: WJDM-AM 1660, New York City, NY; KPLS-AM 830, Los
Angeles, CA; WAUR-AM 930, Chicago, IL; WPWA-AM 1590, Philadelphia, PA;
WCAR-AM 1090, Detroit, MI; KAHZ-AM 1360, Dallas/Ft. Worth, TX; WWTC-AM 1280,
Minneapolis, MN; KIDR-AM 740, Phoenix, AZ; KKYD-AM 1340, Denver, CO; WMUS-AM
1380, Tulsa, OK; all currently broadcasting CBC's Aahs World Radio(sm)
format, and KTEK-AM 1110, Houston, TX; WZER-AM 540, Milwaukee, WI; and
KYCR-AM 1570, Minneapolis, MN.
"Although it is CBC's present intention to continue its mission to create
and distribute children's programming content responsive to today's kids and
families, CBC has been forced to alter its operations because of ABC/Disney's
method of entering the children's radio market," said Christopher T. Dahl,
CBC's president and CEO.
"The sale of our AM properties will allow us to develop ancillary audio
streams for Aahs(sm) programming and to continue to serve our existing
network of radio station affiliates, while significantly reducing our costs
of operations. In the meantime, the Company will pursue to its conclusion
the ABC/Disney litigation while exploring other options," Dahl said.
The sale is subject to: negotiation, execution and delivery of a
definitive purchase agreement; satisfactory completion of the purchaser's due
diligence; shareholder approvals; and customary closing conditions including
but not limited to approval of the FCC.
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