UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)*
AMERICAN RADIO SYSTEMS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
029161 10 6
(CUSIP Number)
Charlton H. Buckley
32 Lakefront Drive
Glenbrook, Nevada 89413
(702) 749-5337
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Check the following box if a fee is being paid with the statement.|X| (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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>
SCHEDULE 13D
CUSIP No. 029161106 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charlton H. Buckley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,851,267 Class A; See Items 3 and 5(a)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,851,267 Class A; See Items 3 and 5(a)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,851,267 Class A; See Items 3 and 5(a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.8%; See Items 3 and 5(a)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 029161106 Page 3 of 7 Pages
Item 1. Security and issuer.
This statement relates to the Class A Common stock, $.01 par value per
share (the "Class A Common Stock"), of American Radio Systems Corporation., a
Delaware corporation ("American" or the "Issuer"). The principal executive
offices of American are at 116 Huntington Avenue, Boston, Massachusetts 02116.
Item 2. Identity and background.
(a) This statement is filed pursuant to Rule 13d-1(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by Charlton H. Buckley.
(b) The residence address of Charlton H. Buckley is 32 Lakefront Drive,
Glenbrook, Nevada 89413.
(c) Mr. Buckley is President of Henry Broadcasting Co., a Nevada
corporation, P.O. Box 282, Glenbrook, Nevada 89413, an owner and operator of
radio broadcasting stations.
(d), (e) During the last five years, Mr. Buckley has not (i) been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of 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 prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Buckley is a citizen of the United States.
Item 3. Source and amount of funds or other consideration.
On July 3, 1996, the transactions contemplated by the Agreement and
Plan of Merger, dated March 21, 1996, as amended (the "Merger Agreement"),
between Henry Broadcasting Co., a California corporation ("Henry"), and American
were consummated, pursuant to which Henry merged with and into American, the
surviving corporation (the "Merger"). In consideration of the foregoing, the
stockholders of Henry acquired an aggregate of shares of Class A Common Stock of
American with a Current Market Value (as defined in the Merger Agreement) of
approximately $64,000,000, plus an aggregate payment of approximately
$19,000,000 in cash, and American assumed an aggregate of approximately
$36,000,000 in debt obligations of Henry. The Class A Common Stock acquired by
the stockholders of Henry pursuant to the Merger was issued by American without
registration under the Securities Act of 1933, as amended (the "Act"), in
reliance on the exemption therefrom contained in Section 3(a)(10) thereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 029161106 Page 4 of 7 Pages
Charlton H. Buckley founded Henry and, until July 3, 1996, was its the
principal and controlling stockholder, President, Chairman and Chief Executive
Officer. In exchange for his shares of Common Stock, par value $1.00 per share,
of Henry (the "Common Stock"), Mr. Buckley acquired 1,851,267 shares of Class A
Common Stock of American pursuant to the Merger. Included in Mr. Buckley's
beneficial ownership of 1,851,267 shares are 73,400 shares of Class A Common
Stock that are subject to an Indemnity Escrow Agreement, dated July 3, 1996, by
and among Mr. Buckley, American and Sullivan & Worcester LLP and McQuaid,
Metzler, McCormick & VanZandt, as Escrow Agents (the "Indemnity Escrow
Agreement"). Such shares are held by the Escrow Agents and are subject to the
terms of the Indemnity Escrow Agreement for a period of two (2) years, or such
later time as is required to obtain final resolution of any claim asserted
thereunder prior to July 3, 1998.
As a condition of the Merger, Mr. Buckley and American entered into a
Stockholder Agreement, dated July 3, 1996, pursuant to which Mr. Buckley has the
right at any time after the consummation of the Merger, subject to certain
conditions, to designate one person as a member of the Board of Directors of the
American to hold office until the next annual meeting of the stockholders of
American and until such designee's successor shall have been elected and
qualified, or the earlier resignation or removal of such designee. As of the
date hereof, the Board of Directors of American consists of seven directors. See
Item 4 below.
Item 4. Purpose of transaction.
Mr. Buckley has acquired the shares reported herein for investment
purposes. The acquisition was incidential to the Merger, as described above in
Item 3. Mr. Buckley has declined to serve as a director at this time, and has
reserved his rights under the Stockholder Agreement to designate a member of the
Board of Directors of the Issuer in the future. Mr. Buckley presently intends to
dispose in the near term of some portion of his Class A Common Stock through
open market sale(s) pursuant to Rule 145(d)(1) of the Act. Pursuant to an
Agreement, dated June 27, 1996, by and among Mr. Buckley, American, CS First
Boston and certain other parties named therein, Mr. Buckley has agreed that
until September 17, 1996 he will not sell, offer to sell or otherwise dispose
of, directly or indirectly, more than 200,000 shares Class A Common Stock.
Despite Mr. Buckley's current intention to dispose of some portion of his Class
A Common Stock, Mr. Buckley could subsequent to the date hereof decide (i) not
to dispose of any Class A Common Stock beneficially owned by him, or (ii) to
acquire additional shares of Class A Common Stock, depending on the performance
of the Class A Common Stock, economic developments, general market conditions
and other factors. Accordingly, Mr. Buckley intends to review continuously his
investment in American.
Except as noted above, Mr. Buckley has no present plans or proposals
which relate to or would result in any of the following:
<PAGE>
SCHEDULE 13D
CUSIP No. 029161106 Page 5 of 7 Pages
(a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer, except as noted above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, except as noted above;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in securities of the issuer.
(a) Mr. Buckley owns an aggregate of 1,851,267 shares of Class A Common
Stock of American. Included in Mr. Buckley's beneficial ownership of 1,851,267
shares are 73,400 shares of Class A Common Stock (the "Escrow Deposit") that are
subject to an Indemnity Escrow Agreement. Such shares are held by the Escrow
Agents and are subject to the Indemnity Escrow Agreement for a period of two (2)
years, or such later time as is required to obtain final resolution of any claim
asserted thereunder prior to July 3, 1998. Mr. Buckley's beneficial ownership
represents approximately 12.8% of the issued and outstanding shares of Class A
Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 029161106 Page 6 of 7 Pages
(b) Mr. Buckley has sole voting and investment power with respect to
1,777,867 of the 1,851,267 shares of the Class A Common Stock that he
beneficially owns. As described above, 73,400 shares of Class A Common Stock are
subject to an Indemnity Escrow Agreement.
(c) Not Applicable.
(d) None, except that pursuant to the terms of the Indemnity Escrow
Agreement, American has certain rights with respect to the Escrow Deposit in the
event that it asserts a claim thereunder and a court of competent jurisdiction
issues a final order, from which no appeal is or can be taken, resolving the
dispute in its favor.
(e) Not Applicable.
Item 6. Contracts, arrangements, understandings or relationships with respect
to securities of the issuer.
Not Applicable.
Item 7. Material to be filed as exhibits.
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 029161106 Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 15, 1996
By: /s/Charlton H. Buckley
Name: Charlton H. Buckley
