As filed with the Securities and Exchange Commission on July 22, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 and FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 04-3200160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
116 Huntington Avenue, Boston, Massachusetts 02116
(Address of Principal Executive Offices including zip code)
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American Radio Systems Amended and Restated Stock Option Plan
(Full titles of the plans)
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Steven B. Dodge
American Radio Systems Corporation
116 Huntington Avenue
Boston, Massachusetts, 02116
(617) 375-7500
(Name, address and telephone number of agent for service)
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Copy to:
Norman A. Bikales, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
---------------- ------------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Class B Common
Stock, par value $.01
per share 703,200 $ 6.375 $4,482,900 $ 1,545.83
Class B Common
Stock, par value $.01
per share 55,200 $ 9.00 $ 496,800 $ 171.31
Class B Common
Stock, par value $.01
per share 100,000 $ 9.90 $ 990,000 $ 341.38
Class B Common
Stock, par value $.01
per share 278,000 $ 9.875 $2,745,250 $ 946.64
Class B Common
Stock, par value $.01
per share 10,000 $ 15.00 $ 150,000 $ 51.72
Class B Common
Stock, par value $.01
per share 30,000 $ 22.25 $ 667,500 $ 230.17
Class B Common
Stock, par value $.01
per share 40,000 $ 23.75 $ 950,000 $ 327.59
Class B Common
Stock, par value $.01
per share 229,500 $ 25.00 $5,737,500 $ 1,978.45
Class B Common
Stock, par value $.01
per share 19,000 $ 30.75 $ 584,250 $ 201.47
Class B Common
Stock, par value $.01
per share 3,000 $ 34.50 $ 103,500 $ 35.69
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Class B Common
Stock, par value $.01
per share 15,000 $ 39.125 $ 586,875 $ 202.37
Class B Common
Stock, par value $.01
per share 89,900 $ 37.29 $ 3,352,371 $ 1,155.99
Class A Common
Stock, par value $.01
per share 400,000 $ 37.29 $14,916,000 $ 5,143.45
Class A Common
Stock, par value $.01
per share 1,572,800(3) $ 37.29 $58,649,712 (4)
--------- ----------- ----------
TOTAL 3,545,600 $94,412,658 $12,332.06
<FN>
(1) Includes 1,478,100 shares of Class B Common Stock to be issued upon the
exercise of options granted under the American Radio Systems
Corporation Amended and Restated Stock Option Plan ("Stock Option
Plan"), up to 89,900 shares of the Class B Common Stock or 89,900
shares of Class A Common Stock and 400,000 shares of Class A Common
Stock which may be issued under options which may in the future be
granted under the Stock Option Plan and 4,800 shares of Class B Common
Stock issued and outstanding pursuant to the exercise of options
granted under the Stock Option Plan. Also registered hereunder are such
additional number of shares of Class A Common Stock and Class B Common
Stock, presently indeterminable, as may be necessary to satisfy the
antidilution provisions of the Stock Option Plan.
(2) Pursuant to Rule 457(h), the maximum aggregate offering price has been
calculated with respect to 89,900 shares of Class B Common Stock and
400,000 shares of Class A Common Stock registered hereby on the basis
of the average of the high and low prices of the Class A Common Stock
on the Nasdaq National Market on July 19, 1996; and with respect to
1,482,900 shares of Class B Common Stock on the basis of the price at
which options relating to such shares have been or may be exercised
under the plans to which this Registration Statement relates.
(3) Consists of 1,572,800 shares of Class A Common Stock issuable upon
conversion of the Class B Common Stock registered hereby or instead of
any of the 89,900 shares of Class B Common Stock not yet subject to
options under the Stock Option Plan.
(4) No additional registration fee required pursuant to Rule 457(i).
</FN>
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AMERICAN RADIO SYSTEMS CORPORATION
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Item
No. Description in Form S-3 Caption or Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............. Forepart and Outside Front
Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus.................. Inside Front Cover Page; Available
Information; Incorporation of
Documents by Reference
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges............ Risk Factors
4. Use of Proceeds...................... Plan of Distribution
5. Determination of Offering Price...... Cover Page
6. Dilution............................. Not applicable
7. Selling Security Holders............. Selling Stockholders
8. Plan of Distribution................. Plan of Distribution
9. Description of Securities
to be Registered..................... Incorporation of Documents by
Reference
10. Interests of Named Experts
and Counsel.......................... Legal Matters
11. Material Changes..................... Not Applicable
12. Incorporation of Certain
Information by Reference............. Incorporation of Documents by
Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities........... Not Applicable
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S-3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by "affiliates" (as that term is
defined in Rule 405 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the "Securities Act")) of shares of Class A Common
Stock, par value $.01 per share ("Class A Common"), of American Radio Systems
Corporation ("American" or the "Company") which may be issued to persons who may
be deemed "affiliates" of American pursuant to the Amended and Restated Stock
Option Plan, as amended, of American (the "Stock Option Plan") as follows:
(i) upon the exercise of options to acquire Class A Common Stock; and
(ii) upon the conversion of shares of Class B Common Stock, par
value $.01 per share ("Class B Common"), received upon the
exercise of options to acquire Class B Common.
The second part contains "Information Required in the Registration Statement"
pursuant to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the
plan information specified by Part I is not filed with the Securities and
Exchange Commission (the "Commission"), but a document containing such
information has been sent or given to each employee eligible to participate in
the Stock Option Plan as specified by Rule 428(b)(1) under the Securities Act.
<PAGE>
REOFFER PROSPECTUS
AMERICAN RADIO SYSTEMS CORPORATION
986,000 Shares of Class A Common Stock
($.01 par value per share)
This Prospectus relates to 986,000 shares of Class A Common Stock, $.01
par value per share (the "Class A Common") of American Radio Systems Corporation
("American" or the "Company"), which may be sold from time to time by the
selling stockholders named herein (the "Selling Stockholders"). The Class A
Common is issuable to the Selling Stockholders pursuant to and upon the exercise
of options to purchase Class A Common and Class B Common Stock, par value $.01
per share (the "Options"), granted or which may be granted under the American
Radio Systems Corporation Amended and Restated Stock Option Plan, as amended
(the "Stock Option Plan"). The Company has received or will receive various
amounts ranging from $6.375 to $39.125 for each share issued upon the exercise
of Options previously granted and may receive various amounts, presently
indeterminable, upon the exercise of Options which may be granted in the future.
The Company will not receive any of the proceeds from the sale of the Class A
Common by the Selling Stockholders. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders in connection with the
sale of the Class A Common will be borne by them.
The Company is not aware of any underwriting arrangements with respect
to the sale by the Selling Stockholders of any of the shares offered hereby.
The Class A Common may be offered by or for the account of the Selling
Stockholders, from time to time, on the Nasdaq National Market or on any stock
exchange on which the Class A Common may be listed at the time of sale, in
negotiated transactions, or through a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Class A
Common to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of Class A Common for whom such broker-dealers may act as agent or to
whom they sell as principal, or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Any broker-dealer
acquiring Class A Common from a Selling Stockholder may sell such Class A Common
in its normal market making activities, through other brokers on a principal or
agency basis, in negotiated transactions, or through a combination of such
methods. See "Selling Stockholders" and "Plan of Distribution".
For a discussion of certain factors that should be
considered in connection with an investment in the Class A
Common, see "Risk Factors" on page 1.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AVAILABLE INFORMATION
American is subject to the information requirements of the Securities
Exchange Act or 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Firth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Officers: the Northeast
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained by
written request from the Public Reference Section of the Commission at 450 Fifth
Street, N.W, Washington, D.C. 205749, at prescribed rates. The Class A Common is
traded on the Nasdaq National Market with an office at 1735 K Street, NW,
Washington, DC 20006-150 and the Company's reports and proxy statements may be
inspected at such office.
A registration statement on Form S-8/S-3, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Class A Common
offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement. Statements in this
Prospectus as to the contents of exhibits are not necessarily complete, and each
statement is qualified in all respects by reference to the copies of documents
filed or incorporated by reference as exhibits to the Registration Statement or
otherwise filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof filed with the Commission by
the Company are incorporated by reference in this Prospectus: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) the
Company's Quarterly Report on Form 10-Q and 10-Q/A for the quarter ended March
31, 1996; (c) the Company's Definitive Proxy Statement, dated April 24, 1996,
for the Annual Meeting of Stockholders to be held on May 22, 1996; (d) the
description of the Class A Common Stock contained in the Company's registration
statement on Form 8-A dated May 12, 1995 (File No. 0-26102), including any
amendments or reports filed for the purpose of updating such description; (e)
the description of the stock of the Company contained in the Company's
Prospectus dated February 1, 1996 and filed with the Commission pursuant to Rule
424(b) (File No. 33-00270) and (f) the Company's Form 8-K relating in part to
the issuance of its 7% Convertible Exchangeable Preferred Stock filed with the
Commission July, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests for copies of such documents should be addressed to
Mr. Bruce Danziger, American Radio Systems Corporation, 116 Huntington Avenue,
Boston, Massachusetts 02116. The Company's phone number is (617) 375-7500.
<PAGE>
THE COMPANY
American Radio Systems Corporation is a national radio broadcasting
company which, after giving effect to existing agreements to acquire radio
stations, will own and operate more than 60 radio stations in 14 markets across
the United States.
RISK FACTORS
Investors should consider carefully the following factors, in addition
to the other information contained in this Prospectus, before purchasing the
Class A Common offered hereby. The Company's mailing address is 116 Huntington
Avenue, Boston, Massachusetts 02116. The Company's phone number is (617)
375-7500.
Financial Leverage; Debt Service Requirements
In order to finance acquisitions of radio stations and for general
corporate purposes, the Company has borrowed and expects to continue to borrow
under the senior secured credit agreement between the Company and the banks
named therein (the "Credit Agreement"), has issued an aggregate of $175 million
principal amount of 9% Senior Subordinated Notes due 2005 (the "Notes"), and has
issued 137,500 shares of 7% Convertible Exchange Preferred Stock, liquidation
preference $1,000 per share (the "Convertible Preferred Stock"). A substantial
portion of the Company's cash flow from operations is required for debt service.
The Company believes that cash flow from operations will be sufficient to meet
debt service requirements for interest and scheduled payments of principal under
the Credit Agreement and the Notes, as well as dividends on the Convertible
Preferred Stock. However, the Company's leverage could make it vulnerable to a
downturn in the operating performance of its radio stations or a downturn in
economic conditions. If such cash flow were not sufficient to meet such debt
service requirements or payments of principal, the Company could be required to
sell equity securities, refinance its obligations or dispose of one or more of
its stations in order to make such scheduled payments. There can be no assurance
that the Company would be able to effect any of such transactions on favorable
terms.
Borrowings under the Credit Agreement bear interest at variable rates.
Therefore, increases in interest rates on borrowings under the Credit Agreement
would adversely affect the Company's income and cash flow otherwise available
for principal and interest requirements and the ability of the Company to
implement fully its strategic plan. Although the Company intends to manage its
exposure to fluctuating interest rates by entering into interest rate protection
and similar agreements, including interest rate swaps, collars and caps (all of
the foregoing agreements being forms of derivatives) with respect to a portion
of the borrowings thereunder, there can be no assurance that the Company will
continue to be able to enter into such agreements.
Competition
Radio broadcasting is a highly competitive business. Each of the
Company's radio stations competes for audience share and advertising revenue
directly with other radio stations, as well as with other media such as
newspapers, television, billboards, compact discs and music videos within their
respective markets. There are typically other well-capitalized firms competing
in the same geographic markets as the Company, many of which have greater
financial resources. With the elimination of restrictions on the number of radio
stations which may be owned nationally by a single entity and the liberalization
of local ownership restrictions effected by the Telecommunications Act of 1996,
the radio industry is experiencing a concentration of ownership, as a result of
which competition may intensify as a limited number of larger companies with
greater resources emerges.
The financial success of each of the Company's radio stations is
dependent principally upon its share of the overall radio advertising revenue
within its geographic market, its promotion and other expenses incurred to
obtain that revenue and the economic health of the geographic market. Radio
advertising revenues are, in turn, highly dependent upon audience share. Radio
station operators are subject to the possibility of another station
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changing programming formats to compete directly for listeners and advertisers
or launching an aggressive promotional campaign in support of an already
existing competitive format. If a competitor, particularly one with substantial
financial resources, were to attempt to compete in either of these fashions, the
broadcast cash flow of the Company's affected station could decrease due to
increased promotion and other expenses and/or lower advertising revenues
resulting from lower ratings. There can be no assurance that any one of
American's radio stations will be able to maintain or increase its current
audience ratings and radio advertising revenue market share.
Radio broadcasting is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems or the introduction of digital
audio broadcasting ("DAB"). DAB may deliver by satellite to nationwide and
regional audiences, multi-channel, multi-format digital radio services with
sound quality equivalent to compact discs. The Company cannot predict the
effect, if any, that any such new technologies may have on the radio
broadcasting industry.
For information concerning additional potential competition from other
media, entertainment and telecommunication companies which might be able to
enter the radio broadcasting industry in the event of legislative or regulatory
change, see "-- Regulatory Matters" below.
Control by the Principal Shareholders; Restrictions on Change of Control
As of July 17, 1996, Steven B. Dodge, Chairman of the Board, President
and Chief Executive Officer, and Thomas H. Stoner, Chairman of the Executive
Committee of the Board, together with their affiliates (the "Principal
Shareholders") owned approximately 45.12% of the combined votes of the Class A
and Class B Common Stock, the sole classes of voting securities outstanding.
Accordingly, the Principal Shareholders will, in effect, be able to control the
vote on all matters submitted to a vote of the holders of the Company's Common
Stock, except with respect to (i) the election of two independent directors,
(ii) the extent the Restated Certificate or applicable law requires a 66-2/3%
vote, and (iii) those matters requiring a class vote by law. Control by the
Principal Shareholders may have the effect of discouraging certain types of
transactions involving an actual or potential change of control of the Company,
including transactions in which the holders of Class A Common might otherwise
receive a premium for their shares over the then-current market prices.
The Credit Agreement and the indenture under which the Notes have been
issued (the "Senior Note Indenture"), as well as the Company's agreement
relating to the broadcast of Boston Red Sox games, restrict certain changes in
control of the Company, and the Communications Act (as defined below) and the
rules of the Federal Communications Commission (the "FCC") require the prior
consent of the FCC to any change of control of the Company.
In addition to the stock ownership by the Principal Shareholders and
the FCC restrictions referred to above, certain provisions of the Restated
Certificate of Incorporation of American, as amended (the "Restated
Certificate"), and Delaware law may have the effect of discouraging a third
party from making an acquisition proposal for the Company and may thereby
inhibit a change of control of American.
Dependence on Key Personnel
The Company's business is partially dependent upon the performance of
certain key individuals, including its executive officers, station general
manager and on-air announcers who are well recognized and established in the
markets in which the Company conducts business. The Company has not entered into
employment agreements with any of its executive officers, but has entered into
employment agreements, which contain noncompete provisions, with certain of its
station general managers and high-profile on-air announcers. As additional
incentive, certain of the Company's general managers and executive officers have
been granted options to purchase shares of Class B Common which are subject to
vesting provisions over a five year period. However, there can be no assurance
that the Company will be able to retain such officers, managers or announcers,
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the loss of whom could have a material adverse effect upon the Company, or that
the Company will be able to prevent them from competing with the Company in the
event of their departure. The Company does not maintain key man life insurance
on the lives of any of such officers, managers or announcers.
Pending Acquisitions/Acquisition Strategy
Since January 1, 1996, the Company has entered into or consummated
numerous acquisition agreements. The Company intends to continue its active
acquisition strategy as described in the Company's 1995 Annual Report on Form
10-K. Inherent in such a strategy are certain risks, such as increasing leverage
and debt service requirements, combining disparate company cultures and
facilities, and operating stations in many geographically diverse markets, which
could adversely affect ratings and revenues in a given market. Certain of these
risks may be increased to the extent that American's future acquisitions are in
larger markets and/or involve multiple stations in several markets. Accordingly,
there can be no assurance that one or more of the Company's past or future
acquisitions may not have an adverse effect on its business.
American's Credit Agreement requires the approval of the lenders to
acquisitions above a certain size and, in addition, it and the Senior Note
Indenture contain borrowing limits. There can, of course, be no assurance that
the lenders will consent to any particular acquisition that American desires to
make or, since American may, from time to time, be at or near its borrowing
limits, to increased borrowing levels, and this may inhibit the ability of
American to implement its acquisition strategy. The Senior Note Indenture also
contains restrictions which, under certain circumstances, could impede the
ability of American to make acquisitions. Moreover, to the extent that
acquisitions in the future are financed, either in whole or in part, through the
issuance of Common Stock or securities convertible into or entitling their
holders to purchase Common Stock, existing shareholders may suffer a dilution in
their holdings.
American competes and will continue to compete with many other buyers,
both radio operators and financial institutions, for the acquisition of radio
stations. Many of those competitors have significantly greater financial and
other resources than those of the Company. In addition, if, as management
believes may happen, the prices sought by sellers of radio stations continue to
rise, American may find fewer acceptable acquisition opportunities. For
information concerning additional potential competition from other media,
entertainment and telecommunication companies for acquisitions, see
"--Regulatory Matters" below.
The Company may not be able to implement its acquisition strategy
because of the application of FCC multiple and cross ownership rules,
cross-interest policy or other rules and policies. These rules and policies
could prevent the Company from making future acquisitions if the Principal
Shareholders or certain other shareholders also have or acquire attributable
interests in broadcast or other media properties. It is not possible to know,
however, whether future legislative or regulatory action may change applicable
ownership rules or policies or, if it does, whether such changes would make
those limitations more or less restrictive.
Regulatory Matters
The radio broadcasting industry is subject to extensive and changing
regulation governing, among other things, technical operations, ownership,
business and employment practices and certain types of program content
(including indecent and obscene program material). The FCC regulates radio
broadcast stations pursuant to the Communications Act of 1934 (as amended,
including by the Telecommunications Act of 1996 (the "Telecommunications Act"),
the "Communications Act"). The Communications Act permits the operation of radio
broadcast stations only in accordance with a license issued by the FCC upon a
finding that the grant of a license would serve the public interest, convenience
and necessity. The Communications Act provides for the FCC to exercise its
licensing authority to provide a fair, efficient and equitable distribution
broadcast service throughout the United States. Among other things, the FCC
assigns frequency bands for radio broadcasting; determines the particular
frequencies, locations and operating power of radio broadcast stations; issues,
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renews, revokes and modifies radio broadcast station licenses; regulates
transmitting equipment use by radio broadcast stations; adopts and implements
regulations and policies that directly or indirectly affect the ownership,
operation, program content and employment and business practices of radio
broadcast stations; and has the power to impose penalties for violations of its
rules and the Communications Act.
The FCC also regulates the ownership, operation and sale of radio
broadcast stations, including those licensed to the Company. The Communications
Act prohibits the assignment of an FCC license, or the transfer of control of an
FCC licensee, without the prior approval of the FCC. In determining whether to
grant requests for consents to assignments or transfers, and in determining
whether to grant or renew a radio broadcast license, the FCC considers a number
of factors pertaining to the legal and other qualifications of the licensee (and
any proposed licensee), including restrictions on foreign ownership, compliance
with FCC media ownership rules, licensee "character" and compliance with the
Anti-Drug Abuse Act of 1988, which allows courts to disqualify individuals from
the benefits of federal licenses as a penalty for certain drug-related offenses.
The Congress and the FCC have had under consideration, and may in the
future consider and adopt, new laws, regulations and policies regarding a wide
variety of matters that could, directly or indirectly, affect the operation,
ownership and profitability of the Company's radio broadcast stations, result in
the loss of audience share and advertising revenues for the Company's radio
broadcast stations or affect its ability to acquire additional radio broadcast
stations or other such acquisitions. The Company cannot predict whether or when
any proposed changes will be adopted nor can it predict what other matters might
be considered in the future, no can it judge in advance the impact, if any, the
implementation of any of these proposals or changes might have on its business.
See "Business--Federal Regulations of Radio Broadcasting" in the Company's 1995
Annual Report on Form 10-K.
No Dividends
The Company intends to retain future earnings, if any, for use in its
business and does not anticipate paying any cash dividends on shares of its
Common Stock in the foreseeable future. The Company is currently restricted
under the terms of the Credit Agreement and the Senior Note Indenture from
paying cash dividends on its Common Stock or its preferred stock, other than the
Convertible Preferred Stock, unless certain financial tests are met and then
only in accordance with a formula based on cash flow and, with respect to the
Convertible Preferred Stock, only in the absence of any default. In addition,
the Certificate of Designation relating to the Convertible Preferred Stock
restricts payment of dividends on the Common Stock unless all accrued and unpaid
dividends on the Convertible Preferred Stock have been paid in full.
Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices
Sales in the public market of substantial amounts of shares of Class A
Common (including shares issued upon the exercise and conversion of outstanding
options for the Class B Common), or the perception that such sales could occur,
could depress prevailing market prices for the Class A Common. Approximately
10,030,000 shares of Common Stock have been issued or sold in transactions which
were not registered under the Securities Act ("unregistered shares"). As of July
17, 1996, approximately 77% of the Unregistered Shares were eligible for sale in
the open market under Rule 144. Moreover, the holders of substantially all of
those shares, as well as the holders of an additional approximately 20% of the
Unregistered Shares which will be eligible for sale pursuant to Rule 144 in
September 1996, are parties to a registration rights agreement with the Company
pursuant to which they are entitled to require the Company to register their
shares under the Securities Act for sale publicly at any time, if holders of not
less than $10 million ($5 million in the case of a registration on Form S-3) in
market value of Common Stock request such registration. Those holders also have
so-called "piggy-back" registration rights. American is currently eligible to
file registration statements on Form S-3.
The Company can make no prediction as to the effect, if any, that sales
of additional shares of Class A Common or the availability of shares for future
sale will have on the market price of the Class A Common. Such sales also may
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make it more difficult for the Company to sell equity securities or
equity-related securities in the future at a time and price that the Company
deems appropriate.
Possible Volatility of Stock Price
Factors such as market conditions in the radio industry may have a
significant impact on the market price of the Class A Common. Further, the stock
market has experienced volatility that affects the market prices of companies in
ways often unrelated to the operating performance of such companies. These
market fluctuations may adversely affect the market price of the Class A Common.
SELLING STOCKHOLDERS
The following table sets forth as of July 17, 1996 (i) the name of each
Selling Stockholder, (ii) the nature of any position, office or other material
relationship which each such Selling Stockholder has had with the Company or any
of its affiliates within the last three years, (iii) the number of shares of
Class B Common and Class A Common owned by each Selling Stockholder prior to any
reoffering; (iv) the number of shares of Class A Common available for sale
pursuant to this Prospectus; and (iv) the number of shares owned and percentage
ownership of each of the Class B Common and Class A Common, assuming the sale of
all Class A Common pursuant to this Prospectus.
<TABLE>
<CAPTION>
Before Reoffering(1) Shares After Resale(2)
Available Percent of Percent of
Selling Stockholder Class A Class B For Sale Class A Class A Class B Class B
------- ------- ---------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven B. Dodge(3) 88,050 2,057,946 190,000 88,050 * 2,057,946 39.13%
John R. Gehron(4)** 5,000 -0- 210,000 5,000 * -0-
David Pearlman(5)** 3,520 -0- 261,000 3,520 * -0-
Joseph L. Winn(6) 2,100 7,948 245,000 2,100 * 7,948 *
James H. Duncan, Jr. (7)** 5,600 6,578 17,000 5,600 * 1,778 *
Charles D. Peebler, Jr.(8)** 2,000 -0- 13,000 2,000 * -0-
Justin D. Benincasa(9)** 478 -0- 21,000 478 * -0-
Michael B. Milsom(10)** 260 1,306 29,000 260 * 1,306 *
- -------------------
<FN>
* Less than 1%
** Messrs. Gehron, Pearlman, Duncan, Peebler, Benincasa and Milsom have been
included among the Selling Stockholders in the event that they are deemed to be
"affiliates" within the meaning of Exchange Act Rule 144. Their inclusion herein
does not represent a determination by the Company that they are affiliates. (1)
Does not include shares which may be acquired through the exercise of stock
options, whether or not such
stock options are presently exercisable.
(2) Assumes conversion of all shares held by Selling Stockholders which are
eligible for sale pursuant to this Prospectus from Class B Common to
Class A Common and subsequent resale.
(3) Mr. Dodge is Chairman of the Board of Directors, President and Chief
Executive Officer. Shares eligible for sale include 150,000 and 40,000
shares of Class B Common purchasable under options granted on October
1, 1994 and January 18, 1996, respectively, under the Stock Option
Plan. Ownership includes an aggregate of 10,050 shares of Class A
Common and 20,832 shares of Class B Common owned by three
5
<PAGE>
trusts for the benefit of Mr. Dodge's children and 3,000 shares of
Class A Common owned by Mr. Dodge's wife. Mr. Dodge disclaims
beneficial ownership in all shares owned by such trusts and his wife.
(4) Mr. Gehron is Co-Chief Operating Officer. Shares eligible for sale
include 160,000, 40,000 and 10,000 shares of Class B Common purchasable
under options granted on May 23, 1994, February 15, 1995 and January
18, 1996, respectively.
(5) Mr. Pearlman is Co-Chief Operating Officer. Shares eligible for sale
include 156,000, 50,000, 5,000, 30,000 and 20,000 shares of Class B
Common purchasable under options granted on December 16, 1993, February
15, 1995, May 18, 1995, June 15, 1995 and January 18, 1996,
respectively. Ownership includes 520 shares of Class A Common held for
the benefit of his children.
(6) Mr. Winn is a director, Treasurer and Chief Financial Officer. Shares
eligible for sale include 160,000, 60,000, 5,000 and 20,000 shares of
Class B Common purchasable under options granted on December 16, 1993,
February 15, 1995, May 18, 1995 and January 18, 1996, respectively.
Ownership includes 100 shares of Class A Common held by his minor
daughter.
(7) Mr. Duncan is a director of American. Shares eligible for sale include
10,000, 4,000 and 3,000 shares of Class B Common purchased or
purchasable under options granted on December 16, 1993, February 15,
1995 and January 18, 1996, respectively. Ownership includes 500 shares
of Class A Common owned as follows: (i) 200 shares held by Mr. Duncan's
spouse, (ii) 100 shares held by each of his two daughters and (iii) 100
shares held by his spouse for his stepson. Mr. Duncan has disclaimed
beneficial ownership of these shares.
(8) Mr. Peebler is a director of American. Shares eligible for sale include
10,000 and 3,000 shares of Class B Common Stock purchasable under
options granted February 15, 1995 and January 18, 1996, respectively.
(9) Mr. Benincasa is Corporate Controller and Vice President. Shares
eligible for sale include 10,000, 5,000 and 6,000 shares of Class B
Common Stock purchasable under options granted December 16, 1993,
February 5, 1995 and January 18, 1996, respectively.
(10) Mr. Milsom is General Counsel and Vice President. Shares eligible for
sale include 15,000, 9,000 and 5,000 shares of Class B Common Stock
purchasable under options granted December 16, 1993, February 5, 1995
and January 18, 1996, respectively. Ownership includes 260 shares of
Class A Common held by his spouse for the benefit of his minor
daughter.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The sale of the Class A Common by the Selling Stockholders may be
effected, from time to time, on the Nasdaq National Market or on any stock
exchange on which the Class A Common may be listed at the time of sale, in
negotiated transactions, or through a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at negotiated
prices. The Selling Stockholders may effect such transaction by selling shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of Class A Common for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Stockholders and any broker-dealers that act in connection
with the sale of the Class A Common hereunder might be deemed to be
"Underwriters" within the meaning of Section 2(11) of the Securities Act; any
commissions received by them and any profit realized on the resale of shares as
principals might be underwriting compensation under the Securities Act.
Any broker-dealer acquiring shares from a Selling Stockholder may sell
the Class A Common either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis, or to its customers.
Any such sales may be at prices then prevailing on the Nasdaq National Market,
at prices related to such prevailing market prices, at negotiated prices, or at
prices reflecting the application of a combination of such methods.
6
<PAGE>
The Company has advised the Selling Stockholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Stockholders
with copies of these rules, and has informed the Selling Stockholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Class A Common. The Selling Stockholders may indemnify any
broker-dealer that participates in transactions involving sales of the Class A
Common against certain liabilities, including liabilities arising under the
Securities Act. Any commissions paid or discounts or concessions allowed to any
such broker-dealers, and, if any such broker-dealer purchases shares as a
principal, any profits received on the resale of such shares may be deemed to be
underwriting discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Securities Act Rule 424(c), setting forth the name of the participating
broker-dealer(s), the number of shares involved, the price at which such shares
were sold by the Selling Stockholder, the commissions paid or discounts or
concessions allowed by the Selling Stockholder to such broker-dealer(s), and
where applicable, that such broker-dealer(s) did not conduct any investigation
to verify the information set out in this Prospectus.
Any shares which qualify for resale pursuant to Securities Act Rule 144
may be sold thereunder rather than pursuant to this Prospectus.
There can be no assurance that the Selling Stockholders will sell all
or even any of the shares of Class A Common which may be offered by them or any
of them hereunder.
The Company will not receive any proceeds from the sale of shares by
the Selling Stockholders.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law (the "DGCL.")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article XII of the Company's By-Laws provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.
Article Sixth of the Company's Restated Certificate states that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) liability under
Section 174 of the DGCL relating to certain unlawful dividends and stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.
7
<PAGE>
LEGAL MATTERS
The validity of the Class A Common offered hereby will be passed upon
for the Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A.
Bikales, a member of the firm of Sullivan & Worcester LLP, is the owner of 6,000
shares of Class A Common and 41,900 shares of Class B Common.
EXPERTS
The following financial statements and related financial statement
schedules incorporated herein by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing:
(1) The consolidated financial statements as of December 31, 1994
and 1995 and for the two months ended December 31, 1993 and
years ended December 31, 1994 and 1995 of American Radio
Systems Corporation and subsidiaries and the related financial
statement schedules;
(2) The consolidated financial statements for the period December
28, 1992 through October 31, 1993 of SBS Holding, Inc. and
subsidiary and the related financial statement schedule;
(3) The consolidated financial statements for the ten months ended
October 31, 1993 of Atlantic Radio, L.P. and subsidiaries and
the related financial statement schedule;
(4) The financial statements for the year ended August 31, 1993
and the two months ended October 31, 1993 of Multi Market
Communications, Inc. and the related financial statement
schedule; and
(5) The financial statements for the ten month period ended
October 31, 1993 of Boston AM Radio Corporation and the
related financial statement schedule.
8
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Company with the
Commission are incorporated by reference in and made a part of this Prospectus,
as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q and 10-Q/A for the
quarter ended March 31, 1996.
(c) The Company's Definitive Proxy Statement, dated April 24,
1996, for the Annual Meeting of Stockholders to be held on May
22, 1996;
(d) The description of the Class A Common Stock contained in the
Company's registration statement on Form 8-A dated May 12,
1995 (File No. 0-26102), including any amendments or reports
filed for the purpose of updating such description;
(e) The description of the Class B Common Stock of the Company
contained in the Company's Prospectus dated February 1, 1996
and filed with the commission pursuant to Rule 424(b) (File
No. 33-00270); and
(f) The description of the Company's 7% Convertible Exchangeable
Preferred Stock contained in the Company's Form 8-K relating
in part to the issuance of such stock filed with the
Commission July, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The description of the Class B Common Stock contained in the Company's
Prospectus dated February 1, 1996 and filed with the Securities Exchange
Commission pursuant to Rule 424(b) are hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of Sullivan & Worcester LLP, is the owner of 6,000 shares of
Class A Common and 41,900 shares of Class B Common.
II - 1
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article XII of the Company's By-Laws provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.
Article Sixth of the Company's Restated Certificate states that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) liability under
Section 174 of the DGCL relating to certain unlawful dividends and stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed
Pursuant to the terms of the American Radio Systems Corporation Amended
and Restated Stock Option Plan, as amended (the "Stock Option Plan"), 4,800
shares of the Class B Common Stock of the Company registered for resale
hereunder have been issued upon exercise of options granted under the Stock
Option Plan. The issuance of such securities has been in reliance upon the
provisions of Rule 701 of the Securities Act. Such securities were purchased by
James H. Duncan, a director of the Company, upon the exercise of options granted
prior to the Company becoming subject to the reporting requirements of Section
13 of the Securities Exchange Act of 1934, as amended.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
4.1 American Radio Systems Amended and Restated Stock Option Plan
(incorporated by reference to Exhibit 10.10 of the Company's
Registration Statement on Form S-1 (File No. 33-89224) as
declared effective June 8, 1995).
4.2 Amendment to American Radio Systems Amended and Restated
Stock Option Plan (incorporated by reference to the Company's
Definitive Proxy Materials, dated April 24, 1996, for the
Annual Meeting of Stockholders, held May 22, 1996).
5 Opinion of Sullivan & Worcester LLP.*
23.1 Consents of Deloitte & Touche LLP.*
II - 2
<PAGE>
23.2 Consent of Sullivan & Worcester LLP (contained in the opinion
of Sullivan & Worcester LLP filed herewith as Exhibit 5).
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
(b) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
II - 3
<PAGE>
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the day of
July, 1996.
AMERICAN RADIO SYSTEMS CORPORATION
By: /s/ Steven B. Dodge
Steven B. Dodge
Chairman of the Board, President,
Chief Executive Officer and Director
The undersigned Officers and Directors of American Radio Systems
Corporation (the "Company") hereby severally constitute Joseph L. Winn, Justin
D. Benincasa, Michael B. Milsom and Norman A. Bikales, and each of them, acting
singly, our true and lawful attorneys to sign for us and in our names in the
capacities indicated below the Company's Registration Statement on Form S-8
relating to the registration of an aggregate of 1,572,800 shares of the
Company's Class B Common Stock and 1,972,800 shares of the Class A Common Stock
issued or issuable upon the exercise of options granted under the Amended and
Restated American Radio Systems Stock Option Plan and any and all amendments and
supplements thereto, filed with the Securities and Exchange Commission, for the
purpose of registering such shares, under the Securities Act of 1933, as
amended, granting unto each of said attorneys, acting singly, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming our signatures to
said registration statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Steven B. Dodge
Steven B. Dodge Chairman, President, Chief July 22, 1996
Executive Officer and Director
/s/ Joseph L. Winn
Joseph L. Winn Chief Financial Officer and July 22, 1996
Director
/s/ Justin D. Benincasa
Justin D. Benincasa Vice President and Corporate July 22, 1996
Controller
/s/ Thomas H. Stoner
Thomas H. Stoner Director July 16, 1996
II - 5
<PAGE>
/s/ Arnold L. Chavkin
Arnold L. Chavkin Director July 22, 1996
- ----------------------
James H. Duncan, Jr. Director July , 1996
/s/ Donald B. Hebb, Jr.
Donald B. Hebb, Jr. Director July 22, 1996
/s/ Charles D. Peebler, Jr.
Charles D. Peebler, Jr. Director July 22, 1996
</TABLE>
II - 6
EXHIBIT 5
July 22, 1996
American Radio Systems Corporation
116 Huntington Avenue
Boston, MA 02116
Re: Registration Statement on Form S-8/S-3
1,572,800 Shares of Class B Common Stock and
1,976,800 Shares of Class A Common Stock
Dear Sir or Madam:
In connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), by American Radio Systems Corporation, a
Delaware corporation ("American"), of 1,572,800 shares of its Class B Common
Stock, par value $.01 per share (the "Class B Common Stock"), and 1,976,800
shares of its Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), including 1,572,800 shares of its Class A Common Stock into
which the registered shares of Class B Common Stock are convertible
(collectively, the "Registered Shares") which underlie options which were issued
or are to be issued to purchase the Class A Common Stock and the Class B Common
Stock of American under the American Radio Systems Amended and Restated Stock
Option Plan, as amended (the "Stock Option Plan"), the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to American's registration statement on Form S-8/S-3
(the "Registration Statement").
We have acted as counsel to American in connection with the preparation
of the Registration Statement, and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Restated Certificate of Incorporation of American, as amended
(the "Restated Certificate"), the Stock Option Plan, corporate records,
certificates and statements of officers and accountants of American and of
public officials, and such other documents as we have considered necessary in
order to furnish the opinion hereinafter set forth. We express no opinion herein
as to any laws other than the General Corporation Law of the State of Delaware.
We assume that the number and issuance of options to be offered from
time to time pursuant to the Stock Option Plan have been and will be determined
and authorized by proper action of the Board of Directors, or a committee
thereof, of the Company and that the number, issuance and sale
<PAGE>
American Radio Systems Corporation
July 22, 1996
Page 2
of the Registered Shares to be offered from time to time pursuant to the
exercise of such options have been and will be determined in accordance with the
parameters described in the Stock Option Plan and in accordance with the
Restated Certificate, including the provisions relating to the conversion of the
Class B Common Stock into the Class A Common Stock, and applicable Delaware law.
We further assume that prior to the issuance of any Registered Shares, there
will exist, under the Company's Restated Certificate, the requisite number of
authorized shares of common stock for such issuance which are unissued and are
not otherwise reserved for issuance.
Based on and subject to the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Securities Act, upon
due authorization by the Board of Directors, or a committee thereof, of the
Company of an issuance of an option pursuant to the Stock Option Plan, and upon
an issuance by the Company of Registered Shares pursuant to the exercise of such
option and upon delivery of certificates representing the Registered Shares
against payment therefor in the manner contemplated by the Stock Option Plan,
the Registration Statement and any applicable amendment of either thereof, the
Registered Shares represented by such certificates will be duly authorized,
validly issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm made therein under the
caption "Legal Matters." In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and S-3 of American Radio Systems Corporation of (1) our reports dated
February 20, 1996 relating to American Radio Systems Corporation and
subsidiaries; (2) our reports dated March 24, 1995 relating to SBS Holdings,
Inc. and subsidiary; (3) our reports relating to Atlantic Radio, L.P. and
subsidiaries (a Partnership) dated April 8, 1994; (4) our reports relating to
Multi Market Communications, Inc. dated April 8, 1994; and (5) our reports
relating to Boston AM Radio Corporation, Inc. dated October 28, 1994, all
appearing in the Annual Report on Form 10-K of American Radio Systems
Corporation for the year ended December 31, 1995 and to the reference to us
under the heading "Experts" in the Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
July 22, 1996
