SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August12, 1996;
(June 13, 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 5. Other Events
With respect to the consummation on May 31, 1996 of the transactions
contemplated by the Agreement and Plan of Merger, dated March 15, 1996, by and
among the American Radio Systems Corporation, a Delaware corporation (the
"Company"), ARS Acquisition Company and Marlin Broadcasting, Inc., a Delaware
corporation ("Marlin"), as described in the Form 8-K filed with the Securities
and Exchange Commission on June 11, 1996 (the "Form 8-K") and hereby
incorporated by reference herein, the Company entered into an Asset Exchange
Agreement, dated as of May 30, 1996 with Secret Communications L.P., a Delaware
corporation ("Secret"), pursuant to which the principal assets of Marlin will be
exchanged for radio stations KSFM-FM and KMJI-AM in Sacramento, California. The
consummation of the Asset Exchange Agreement is subject to, among other things,
the approval of the Federal Communications Commission. The Company is currently
managing KSFM-FM and KMJI-AM pursuant to a local marketing agreement with Secret
for a monthly fee of $200,000. Secret is currently managing WFLN-FM in
Philadelphia and WQRS- FM in Detroit pursuant to a local marketing agreement
with the Company for a monthly fee of $333,333.
Item 7. Financial Statements and Exhibits
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 Company and The Ten Eighty Corporation, a Connecticut corporation, as
described in the Company's Form 8-K, 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, 1996 (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
</TABLE>
-2-
<PAGE>
(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:
Year ended December 31, 1995.............................. Page F-11
Six Months Ended June 30, 1996............................ Page F-12
A Pro Forma condensed consolidated balance sheet is not required as the
transactions noted 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
acquisitions 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.
-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, 1995
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
=========== ===========
See notes to financial statements.
</TABLE>
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
============ ============ ============
See notes to financial statements.
</TABLE>
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
=========== =========== ===========
See notes to financial statements.
</TABLE>
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>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
American Radio Systems Corporation
Year Ended December 31, 1995
(Amounts in thousands, except share data)
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 (loss) applicable to common
stockholders....................................... ............... $ 8,290 184 8,474
========== =========== ===========
Net income per common share ....................................... $ 0.66 $ 0.67
========== =========== ===========
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 ........................................................ 1,756 (269) 1,487
Preferred Stock dividends ..................................... (134) (134)
---------- ----------- -----------
Net income (loss) 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 Chief Accounting
Officer
Date: August 12, 1996
