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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: September 15, 1998
DATE OF EARLIEST EVENT REPORTED: September 8, 1998
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 September 8, 1998, and attached hereto as an exhibit, relating to
the Registrant completing the sale of its Detroit AM station for $2,000,000 to
1090 Investments, L.L.C.
(b) Reference is made to the Press Release issued to the public by the
Registrant on September 14, 1998, and attached hereto as an exhibit, relating to
the Registrant's Board of Directors authorizing a stock repurchase program
pursuant to which 385,000 shares of the Registrant's common stock will be
repurchased. Pursuant to the program, the Registrant has acquired all 385,000
shares at an average cost per share of $3.187, including commissions.
(c) Reference is made to the cautionary statements of the Registrant,
presented in the Registrant's Form 10-KSB for the year ended December 31, 1997,
filed on March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated September 8, 1998.
99.2 Press Release dated September 14, 1998.
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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: September 15, 1998 CHILDREN'S BROADCASTING CORPORATION
BY: /s/ Patrick D. Grinde
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Patrick D. Grinde
ITS: Chief Financial Officer
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EXHIBIT INDEX
99.1 Press Release dated September 8, 1998.
99.2 Press Release dated September 14, 1998.
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EXHIBIT 99.1
CHILDREN'S BROADCASTING CORPORATION
ANNOUNCES CLOSING OF SALE OF
DETROIT RADIO STATION
MINNEAPOLIS, MN, SEPTEMBER 8 - Children's Broadcasting Corporation (CBC, Nasdaq
National Market: AAHS) announced today that it had closed upon the sale of the
assets of its Detroit radio station, WCAR (AM), to 1090 Investments, L.L.C. for
$2 million. The sale of ten radio stations to Catholic Radio Network, LLC for
$57 million is expected to occur in September, and the sale of CBC's final 2
radio stations for $4.7 million to Salem Communications Corporation is expected
to occur in October.
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the private Securities Litigation Reform Act of 1995. In
particular, statements contained herein regarding the Company's future outlook
and opportunities are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond the control of Children's Broadcasting
Corporation, and which may cause actual results to differ from those projected.
Children's Broadcasting Corporation, the creator of "Aahs World Radio is the
owner of 44.1% of the outstanding shares of Harmony Holdings, Inc. (Nasdaq:
HAHO), one of the largest television commercial production companies in the U.S.
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EXHIBIT 99.2
CHILDREN'S BROADCASTING CORPORATION
ANNOUNCES STOCK REPURCHASE PROGRAM
MINNEAPOLIS, Sept. 14. Children's Broadcasting Corporation ("CBC") (Nasdaq:
AAHS) announced today that its board of directors has authorized a stock
repurchase program pursuant to which up to 400,000 shares of CBC's common stock
may be repurchased. Pursuant to the program, CBC has acquired 385,000 shares,
or approximately 5.6% of its outstanding common stock, at an average cost per
share of approximately $3.187, including commissions. Repurchased shares are
considered authorized but unissued. Following the repurchases to date, CBC had
6,484,004 shares of common stock issued and outstanding.
Christopher T. Dahl, CBC's president and chief executive officer, stated that
the board of directors believes the repurchase program reflects CBC's opinion
that its common stock is undervalued in the market and represents a good
investment.
CBC, the creator of Aahs World Radio (SM), is the owner of 44.1% of the
outstanding shares of Harmony Holdings, Inc. (Nasdaq: HAHO), one of the largest
television commercial production companies in the United States.
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