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 (Date of earliest event reported): May 21, 1996; (May 7, 1996)
AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26102 04-3196245
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices, including zip code)
(617) 375-7500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 7, 1996, American Radio Systems Corporation, a Delaware Corporation
(the "Company"), and Secret Communications L.P., a Delaware limited partnership
("Secret"), issued a press release identifying the consideration to be used in a
pending transaction between Secret and the Company, which was previously
announced on April 18, 1996. Secret will transfer to the Company the assets of
radio stations KSFM-FM and KMJI-AM in Sacramento, California and will pay the
Company $20,000,000 in exchange for which the Company will transfer to Secret
the assets of radio stations WFLN-FM in Philadelphia, Pennsylvania and WQRS-FM
in Detroit, Michigan to be acquired pursuant to the consummation of the
transactions contemplated by the Agreement and Plan of Merger, dated March 15,
1996, by and among the Company, ARS Acquisition Company, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company, and Marlin
Broadcasting, Inc., a Delaware corporation. The consummation of the transactions
with Secret are subject to, among other things, the signing of a definitive
Asset Exchange Agreement and approval from the Federal Communications
Commission. For more information, see the Company's press release, dated May 7,
1996, which is attached herewith as Exhibit 99.1 and incorporated by reference
herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of May 7, 1996
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<PAGE>
SIGNATURES
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.
AMERICAN RADIO SYSTEMS CORPORATION
(Registrant)
By: /s/ Michael B. Milsom
Michael B. Milsom
Vice President and General Counsel
Date: May 15, 1996
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<PAGE>
Exhibit Index
Number Description Page Number
99.1 Press Release, dated 5
as of May 7, 1996
-4-
[American Logo]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial Officer
or Bruce Danziger, Director of Investor
Relations
Tel: (617) 375-7500
AMERICAN RADIO SYSTEMS ANNOUNCES RADIO
STATION SWAP WITH SECRET COMMUNICATIONS
Boston, Massachusetts - May 7, 1996 -- American Radio Systems Corporation
(NASDAQ:AMRD) today announced that, with regard to the previously announced
pending acquisition of radio stations KSFM-FM and KMJI-AM in Sacramento,
California from Secret Communications, American will be acquiring those stations
and receiving $20 million in cash in exchange for WFLN-FM in Philadelphia and
WQRS-FM in Detroit. The latter two stations are under agreement to be acquired
by American as part of a previously announced transaction with Marlin
Broadcasting. American will be retaining the Philadelphia real estate and tower
assets, valued at approximately $3-4 million.
American is currently responsible for the management of the Sacramento stations
under a Local Marketing Agreement which commenced on May 1. Immediately upon the
closing of the Marlin transaction (projected to be approximately June 1), Secret
Communications will assume responsibility for the management of WFLN and WQRS,
also under a Local Marketing Agreement.
Frank Wood, Secret's President and CEO, stated, "WQRS will be our third FM in
Detroit, demonstrating our commitment to the market. We have no plans to change
the format from classical. Strategically, WQRS will help us to fugue our
competitors."
Steve Dodge, American's Chairman and CEO, commented, "We originally talked to
Frank about Detroit only, and then one thing led to another. Frank makes doing
deals fun, and I expect he'll be infecting these stations with a dose of good
humor, too. We wish Secret, and the folks associated with WQRS and WFLN, the
best."
American Radio Systems Corporation began trading shares publicly in June, 1995
on NASDAQ. The company owns and/or manages twenty-five FM and eleven AM stations
in Boston, Baltimore, Sacramento, Hartford, Las Vegas, Austin, Buffalo, West
Palm Beach, Rochester and Dayton. The Company also has options and/or agreements
to buy additional radio stations in Boston, Portland, Sacramento, Hartford, Las
Vegas, San Jose, Buffalo, West Palm Beach, Rochester, Fresno, Omaha and Dayton.
