SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 2, 1996 (August 12, 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)
<PAGE>
Item 7. Financial Statements and Exhibits
This Report amends the Company's Form 8-K/A filed as of August 12, 1996.
The financial statements required by Item 7 of this Report are herein provided
with respect to the consummation on May 29, 1996 of the transactions
contemplated by certain Asset Purchase Agreements, dated as of August 11, 1995,
between the Company and The Ten Eighty Corporation, a Connecticut corporation,
as described in the Company's Form 8-K dated June 11, 1996, which is hereby
incorporated by reference herein.
(a) Financial Statements
The following financial statements are filed with this report:
<TABLE>
<CAPTION>
The Ten Eighty Corporation
<S> <C>
Independent Auditors' Report............................................................ Page F-1
Statements of Net Assets to be Sold
December 31, 1995 and May 31, 1996, (unaudited).......................................... Page F-2
Statements of Income Derived from Net Assets to be Sold Year
ended December 31, 1995 and period ended May 31,
1996 and May 31, 1995 (unaudited)........................................................ Page F-3
Statements of Cash Flows Derived From Net Assets to be Sold
Year ended December 31, 1995 and periods ended May 31,
1996 and May 31, 1995 (unaudited)........................................................ Page F-4
Notes to the financial statements........................................................ Page F-5
<CAPTION>
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro Forma Condensed Consolidated Statements of Income:
<S> <C>
Year ended December 31, 1995.............................................................. P-1
Six Months Ended June 30, 1996............................................................ P-2
</TABLE>
-2-
<PAGE>
A Pro Forma condensed consolidated balance sheet is not required as the
transactions noted in above are already reflected in the balance sheet
filed with the Company's Form 10-Q for the quarterly period ended June
30, 1996.
The Pro forma condensed consolidated statements of income for the year
ended December 31, 1995 and six months ended June 30, 1996 assume that
the acquisition discussed above occurred on January 1, 1995 and
January 1, 1996, respectively, and are based on the operations of the
Company for the year ended December 31, 1995 and six months ended June
30, 1996, respectively. The unaudited pro forma condensed consolidated
financial statements have been prepared by the Company based on certain
assumptions and are presented herein for illustrative purposes only and
are not necessarily indicative of the future results of operations of
the Company, or results of operations of the Company that would have
occurred had the transactions occurred on the dates specified or for
the periods presented, nor are they indicative of the Company's future
results of operations.
The unaudited pro forma financial statements should be read in
conjunction with the Company's historical consolidated financial
statements and notes thereto.
(c) Consent of Deloitte & Touche LLP, dated as of October 1,
1996 (Exhibit 23).
-3-
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Ten Eighty Corporation:
We have audited the accompanying statement of net assets of The Ten Eighty
Corporation to be sold to American Radio Systems, Inc. (the "Company") as of
December 31, 1995, and the related statements of income and cash flows derived
from those assets for the year ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of The Ten Eighty Corporation to be sold to American
Radio Systems, Inc. as of December 31, 1995, and the results of operations
related to those assets, and cash flows generated from those assets for the year
ended December 31, 1995 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared from the separate
records maintained by the Company and may not be indicative of the conditions
that would have existed or the results of operations had the net assets to be
sold been operated as an unaffiliated company. Certain expenses represent
allocations made by the Company's Parent, and, as discussed in Note 1, no
provision for income taxes has been made in the statement of income derived from
the net assets to be sold.
Deloitte & Touche LLP
Boston, Massachusetts
March 13, 1996
F-1
<PAGE>
<TABLE>
<CAPTION>
THE TEN EIGHTY CORPORATION
STATEMENTS OF NET ASSETS TO BE SOLD
DECEMBER 31, 1995 AND MAY 31, 1996
ASSETS 1995 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 454,021 $ 376,893
Accounts and notes receivable (less allowances for doubtful accounts 2,194,436 1,971,326
of $62,400 and $77,594 in 1995 and 1996, respectively)
Prepaid expenses and other assets 93,339 59,871
Deposits and other current assets-- related parties 61,199 128,611
---------- ----------
Total current assets 2,802,995 2,536,701
---------- ----------
PROPERTY AND EQUIPMENT-- Net 693,775 623,666
---------- ----------
OTHER ASSETS:
Intangible assets - net 1,315,770 1,264,291
Other assets 25,136 20,833
---------- ----------
Total other assets 1,340,906 1,285,124
---------- ----------
TOTAL $4,837,676 $4,445,491
========== ==========
LIABILITIES AND NET ASSETS TO BE SOLD
CURRENT LIABILITIES:
Accounts payable $ 306,281 $ 152,436
Accrued compensation 185,927 93,746
Accrued expenses 250,845 170,252
---------- ----------
Total current liabilities 743,053 416,434
COMMITMENTS AND CONTINGENCIES
NET ASSETS TO BE SOLD (Note 1) 4,094,623 4,029,057
---------- ----------
TOTAL $4,837,676 $4,445,491
========== ==========
</TABLE>
See notes to financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
THE TEN EIGHTY CORPORATION
STATEMENTS OF INCOME DERIVED FROM NET ASSETS TO BE SOLD
YEAR ENDED DECEMBER 31, 1995 AND FIVE MONTHS ENDED MAY 31, 1995 AND 1996
YEAR ENDED FIVE MONTHS
DECEMBER 31, ENDED MAY 31,
1995 1995 1996
(Unaudited)
<S> <C> <C> <C>
NET REVENUES $ 10,462,826 $ 4,231,935 $ 4,117,248
------------ ------------ ------------
OPERATING EXPENSES:
Operating expenses, excluding depreciation and
amortization and corporate general and
administrative expenses 7,293,522 2,788,608 2,594,143
Depreciation and amortization 304,246 160,969 128,537
Corporate general and administrative 260,437 97,828 --
------------ ------------ ------------
Total operating expenses 7,858,205 3,047,405 2,722,680
------------ ------------ ------------
OPERATING INCOME 2,604,621 1,184,530 1,394,568
OTHER INCOME (EXPENSE) - Net 9,892 (32,975) (7,431)
------------ ------------ ------------
INCOME DERIVED FROM NET ASSETS TO
BE SOLD 2,614,513 1,151,555 1,387,137
NET ASSETS TO BE SOLD, BEGINNING OF
PERIOD 3,465,581 3,465,581 4,094,623
CONTRIBUTIONS FROM (DISTRIBUTIONS
TO) PARENT (1,985,471) (1,053,296) (1,452,703)
------------ ------------ ------------
NET ASSETS TO BE SOLD, END OF PERIOD $ 4,094,623 $ 3,563,840 $ 4,029,057
============ ============ ============
</TABLE>
See notes to financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
THE TEN EIGHTY CORPORATION
STATEMENTS OF CASH FLOWS DERIVED FROM NET ASSETS TO BE SOLD
YEAR ENDED DECEMBER 31, 1995 AND FIVE MONTHS ENDED MAY 31, 1995 AND 1996
YEAR ENDED FIVE MONTHS
DECEMBER 31, ENDED MAY 31,
1995 1995 1996
(Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income derived from net assets to be sold $ 2,614,503 $ 1,151,555 $ 1,387,137
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 304,246 160,969 128,537
Loss (gain) on disposal of property and (8,762) -- --
equipment
Change in assets and liabilities:
Accounts receivable (393,115) (151,781) 223,110
Prepaid expenses and other assets 7,453 (69,828) (33,944)
Other assets 9,822 25,866 4,303
Accounts payable and accrued expenses 42,105 55,632 (326,619)
----------- ----------- -----------
Cash provided by operating activities 2,576,252 1,172,413 1,382,524
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (267,838) (90,293) (6,949)
Proceeds from sale of property 47,525 -- --
----------- ----------- -----------
Cash used for investing activities (220,313) (90,293) (6,949)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in due from Parent (1,985,471) (1,053,296) (1,452,703)
----------- ----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 370,468 28,824 (77,128)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 83,553 83,553 454,021
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 454,021 $ 112,377 $ 376,893
=========== =========== ===========
</TABLE>
See notes to financial statements.
F-4
<PAGE>
THE TEN EIGHTY CORPORATION
NOTES TO STATEMENTS OF NET ASSETS TO BE SOLD
(INFORMATION PERTAINING TO THE FIVE-MONTH PERIODS ENDED MAY 31, 1995 AND
1996 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business - The Ten Eighty Corporation (the "Company") owns and operates
radio stations WTIC-AM and WTIC-FM (the "Stations") which broadcast in
the greater Hartford, Connecticut, area. The Company is a wholly owned
subsidiary of Chase Communications Corporation (the "Parent") and is a
member of the D.T. Chase Enterprises, Inc. Consolidated Group ("D.T.
Chase").
Basis of Presentation - The accompanying statement of net assets sold
to American Radio Systems Corporation ("ARS") is intended to present
the assets and liabilities of the Company expected to be transferred to
ARS (the "Net Assets") pursuant to a purchase and sale agreement
between the Company and ARS and the income and cash flows derived from
such assets and liabilities. In August 1995, the Company agreed to sell
the operating assets and related liabilities of its radio properties to
ARS for approximately $29 million, pending changes in the regulatory
environment which would allow ARS to close the transaction. Following
passage of the Telecommunications Act of 1996, the transaction closed
during May 28, 1996. For purposes of presentation, the closing of the
transaction with ARS has been reflected as of May 31, 1996.
Pursuant to the purchase and sale agreement, ARS advanced the Company
$27 million in the form of a 12% note payable June 30, 2000. In
addition, ARS agreed to provide an affiliate of the Company with a
revolving note providing for borrowings of up to $12 million, of which
$1.9 million had been advanced through December 31, 1995. The advances
from ARS to the Company and the affiliate are collateralized by the
Company's assets subject to the purchase and sale agreement. These
borrowings, together with accrued interest thereon, have been excluded
from the December 31, 1995 statement of net assets to be sold.
In addition, during 1995 the Company paid $12 million for a 48%
interest in a media partnership with certain related parties. The
investment was financed using the proceeds from the borrowings received
from ARS. Under the terms of the purchase and sale agreement with ARS,
this investment will not transfer to ARS but will be distributed to the
stockholders of the Company. Accordingly, the investment and its impact
on net income have been excluded from the accompanying statements.
Transactions with Parent and Affiliates - The Company is charged for
certain services received from the Parent and its affiliates. Although
management is of the opinion that the allocations used are reasonable
and appropriate, other allocations might be used that could produce
results substantially different from those reflected herein and these
cost allocations might not be indicative of amounts which might be paid
to unrelated parties for similar services.
Revenue Recognition - Revenues are recognized when advertisements are
broadcast.
Property and Equipment - Property and equipment are recorded at cost
and depreciation is provided using straight-line and accelerated
methods over estimated useful lives ranging from three to twenty years.
F-5
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible Assets - Intangible assets consist primarily of goodwill, FCC
licenses and call letters acquired in connection with the acquisition of
the Stations, and are being amortized over their respective estimated
useful lives (ranging from one to twenty-seven years) using the
straight-line method.
On an ongoing basis, management evaluates the recoverability of the net
carrying value of property and equipment and intangible assets by
reference to the Stations' anticipated future cash flows generated by said
assets and comparison of carrying value to management's estimates of fair
value, generally determined by using certain accepted industry measures of
value (principally, cash flow multiple methods).
Income Taxes - The Company files a consolidated tax return with the
Parent. Members of the consolidated group are allocated their
proportionate share of income tax liability by applying the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109 to each
member of the consolidated group as if each were a separate taxpayer. No
provision for income taxes has been made in the financial statements apart
from recording the amounts due to the Parent for the allocated liability.
Corporate General and Administrative Expense - Corporate general and
administrative expense consists of corporate overhead costs not
specifically allocable to any of the Company's individual Stations.
Barter Transactions - Revenues from the Stations' exchange of advertising
time for goods or services is recognized at the fair market value of the
items received or to be received. The value of the goods and services
received is charged to expense when used. Net unearned barter balances are
included in accounts payable.
Barter transactions and balances as of and for the year ended December 31,
1995 were approximately as follows:
Barter revenues $205,368
Barter expenses 295,415
Net barter payables 84,369
Use of Estimates - The preparation of financial statements requires, of
necessity, the use of estimates to determine the appropriate carrying
value of certain assets and liabilities. While management believes that
the assumptions used to develop these estimates are appropriate in the
circumstances, these estimates could change.
Concentration of Credit Risk - The Company extends credit to customers on
an unsecured basis in the normal course of business. The customers are
generally located in the greater Hartford, Connecticut, area, and no
individual industry or industry segment is significant to the Company's
customer base. The Company has policies governing the extension of credit
and collection of amounts due from customers.
F-6
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of Long-Lived Assets - In March 1995, the FASB issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 121 addresses accounting
for the impairment of long-lived assets, certain identifiable intangibles
and goodwill when events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS No. 121 is
required to be adopted in 1996. The impact of SFAS No. 121 has not been
fully determined but is not expected to have a material impact on the net
assets or the results of operations expected to be derived from such
assets.
Supplemental Cash Flow Information - For purposes of the statements of
cash flows, the Company considers all highly liquid, short-term
investments purchased with remaining maturities of three months or less to
be cash equivalents.
Cash paid to D.T. Chase for income taxes approximated $465,500 for the
year ended December 31, 1995.
Interim Results (Unaudited) - In the opinion of management, the
accompanying unaudited interim financial statements as of May 31, 1996 and
for the periods ended May 31, 1995 and 1996 have been prepared on the same
basis as the audited financial statements and include all adjustments,
consisting of only normal recurring adjustments, necessary for a fair
presentation of net assets to be sold and the operating results and cash
flows derived from such net assets for such periods.
2. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and equipment consisted of the following at December 31, 1995:
Leasehold improvements $ 350,185
Broadcast equipment 2,632,501
Office and other equipment, furniture and fixtures 797,238
Construction in progress 185,227
----------
Total 3,965,151
Less accumulated depreciation 3,271,376
Property and equipment - net $ 693,775
==========
F-7
<PAGE>
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (CONTINUED)
Intangible assets consisted of the following at December 31, 1995:
FCC license value $ 954,613
Goodwill 2,301,167
Call letters 100,000
Total 3,355,780
Less accumulated amortization 2,040,010
Intangible assets - net $1,315,770
3. EMPLOYEE BENEFIT PLAN
The Company participates in a retirement savings plan (the "Plan") that is
sponsored by D.T. Chase. The Plan is a defined contribution plan that
covers eligible salaried employees who have at least one year of service.
Participants may make pre-tax contributions to the Plan up to 10% of their
compensation not to exceed the annual limit prescribed by the Internal
Revenue Service. The Company makes matching contributions to the Plan in
an amount equal to 100% of the first 5% of base compensation that a
participant contributes to the Plan, unless otherwise determined by annual
resolution. The Company's contributions to the Plan were $90,114 for the
year ended December 31, 1995.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments contained in net assets
has been determined by the Company using available market information and
appropriate valuation methodologies. However, considerable judgment is
required in interpreting data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative
of the amounts that the Company could realize in a current market exchange.
The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1995. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date, and
current estimates of fair value may differ significantly from the amounts
presented herein.
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
Cash, Cash Equivalents Accounts Receivable, Accounts Payable, Accrued
Expenses, and Other Obligations - These carrying amounts approximate fair
value because of the short-term nature of these investments.
F-8
<PAGE>
5. RELATED-PARTY TRANSACTIONS
In the ordinary course of business, the Company enters into transactions
with entities under common control of the principal stockholders of D.T.
Chase and certain other related parties.
Significant related-party transactions are summarized in the table below:
<TABLE>
<CAPTION>
Year Ended
December 31,
Related Party Description 1995
<S> <C> <C>
The Parent Administrative and supervisory $176,091
New England Weather Service Forecasting services 62,602
Chase Family Limited
Partnership No. 7 Broadcast facility leases 111,878
United Cable Spots 60,000
Chase Medical Plan Trust Medical/dental premiums 216,037
Life Insurance 7,194
D.T. Chase, Enterprises, Inc. Administrative and supervisory 40,775
Insurance 10,130
Chase Communications Limited
Partnership Employee's auto lease 12,480
$697,187
</TABLE>
F-9
<PAGE>
6. COMMITMENTS AND CONTINGENCIES
Leases - The Company leases office and studio space under operating leases
expiring in 1999 and leases transmitter facilities under a lease expiring
in 2072. In addition, the Company leases broadcasting towers owned by an
affiliate of ARS under leases expiring in 2000 and 2010. Rental expense
pursuant to the terms of these operating leases was $406,723 for the year
ended December 31, 1995, of which $111,756 was incurred in connection with
related-party leases.
At December 31, 1995, future minimum rental payments required under these
leases are as follows:
1996 $ 397,953
1997 353,644
1998 343,000
1999 349,253
2000 172,489
Thereafter 2,597,917
-----------
Total $4,214,256
Contingencies - The Company is involved in litigation regarding
transactions conducted in the ordinary course of business and is defending
its positions. The final outcome of litigation is not presently
determinable; however, in the opinion of management, the effects, if any,
will not be material to the net assets to be sold or the results of
operations and cash flows derived from such net assets.
* * * * * *
F-10
<PAGE>
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
American Radio Systems Corporation
Year Ended December 31, 1995
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
Pro Forma Pro
Historical Adjustments (a) Forma
------------ ---------------- -----------
<S> <C> <C> <C>
Net revenues................................ $ 97,772 $ 10,463 $ 108,235
Operating expenses.......................... 67,048 7,294 74,342
Depreciation and amortization............... 12,364 1,588 (b) 13,952
Corporate general and administrative
expenses.................................... 3,908 3,908
---------- ---------- ----------
Operating income............................ 14,452 1,581 16,033
---------- ---------- ----------
Other (income) expense:
Interest expense - net.................. 10,062 1,260 (c) 11,322
Gain on disposal of assets, net......... (11,544) (11,544)
---------- ---------- ----------
Total other (income)
expense............................ (1,482) 1,260 (222)
---------- ---------- ----------
Income before income taxes.................. 15,934 321 16,255
Provision for income taxes.................. 6,829 137 6,966
---------- ---------- ----------
Net income.................................. 9,105 184 9, 289
Preferred Stock and Series C
Common Stock dividends.................. (815) (815)
---------- ---------- ----------
Net income applicable to common
stockholders................................ $ 8,290 184 8,474
========== ========== ==========
Net income per common share................. $ 0.66 $ 0.67
========== ========== ==========
Weighted average common shares
outstanding................................. 12,645,556 12,645,556
========== ========== ==========
<FN>
- --------------------------------------------------
(a) To reflect the operations of the Hartford acquisition.
(b) To record depreciation and amortization for the Hartford acquisition.
(c) To reverse interest income recorded on Hartford transaction station investment notes.
</FN>
</TABLE>
P-1
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
American Radio Systems Corporation
Six Months Ended June 30, 1996
(Amounts in thousands, except share data)
Pro Forma Pro
Historical Adjustments (a) Forma
------------ ---------------- -----------
<S> <C> <C> <C>
Net revenues................................ $ 61,426 4,117 $ 65,543
Operating expenses.......................... 45,696 2,594 48,290
Depreciation and amortization............... 4,839 662 (b) 5,501
Corporate general and administrative
expenses.................................... 2,340 2,340
---------- ---------- ----------
Operating income............................ 8,551 861 9,412
---------- ---------- ----------
Other (income) expense:
Interest expense - net.................. 5,323 1,350 (c) 6,673
Loss on disposal of assets, net......... 36 36
---------- ---------- ----------
Total other (income)
expense............................ 5,359 1,350 6,709
---------- ---------- ----------
Income before income taxes.................. 3,192 (489) 2,703
Provision (benefit) for income taxes........ 1,436 (220) 1,216
---------- ---------- ----------
Net income (loss)........................... 1,756 (269) 1,487
Preferred Stock dividends............... (134) (134)
---------- ---------- ----------
Net income applicable to common
stockholders................................ $ 1,622 (269) 1,353
========== ========== ==========
Net income per common share................. $ 0.09 $ 0.07
=========== ==========
Weighted average common shares
outstanding................................. 19,025,668 19,025,668
=========== ==========
<FN>
- -----------------------------------------------
(a) To reflect the operations of the Hartford acquisition.
(b) To record depreciation and amortization for the Hartford acquisition.
(c) To reverse interest income recorded on Hartford transaction station investment note.
</FN>
</TABLE>
P-2
<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/ Justin D. Benincasa
Justin D. Benincasa
Vice President and Corporate
Controller
Date: October 1, 1996
-3-
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-08601 of American Radio Systems Corporation on Form S-8 and Form S-3 of our
report dated March 13, 1996 on the statement of net assets to be sold of The Ten
Eighty Corporation for the year ended December 31, 1995 appearing in this
Current Report on Form 8-K/A (Amendment No. 2) of American Radio Systems
Corporation.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 1, 1996
