SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 1996; (May 28, 1996)
AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26102 04-3196245
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices, including zip code)
(617) 375-7500
(Registrant's telephone number, including area code)
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Item 2. Acquisition and Disposition of Assets
On May 29, 1996, American Radio Systems Corporation, a Delaware
corporation (the "Company"), consummated certain transactions (the "Hartford
transactions") contemplated by a series of agreements dated August 11, 1995 with
The Ten Eighty Corporation and certain affiliates. The Company purchased the
assets of WTIC-AM and WTIC-FM from The Ten Eighty Corporation for an aggregate
purchase price of approximately $38.6 million, including approximately $1.1
million of working capital and an obligation to make payments aggregating
approximately $8.5 million pursuant to a consulting and non-competition
agreement with an affiliate of the owner of the stations. In August 1995, the
Company was prevented from acquiring the stations under the then existing
Federal Communications Commission ("FCC") regulations, and therefore loaned an
aggregate of $35.5 million to the owner of such stations and an affiliate
thereof and made a $2.0 million escrow deposit. The escrow deposit, $27.0
million of the aggregate loans and $1.1 of available cash were utilized to
finance the acquisition. The remaining $8.5 million loan will be used to satisfy
the Company's obligations under the consulting and non-competition agreement.
During 1995, as part of the Hartford transactions, the Company also paid $3.5
million to purchase the tower of one of the stations and paid $1.0 million for a
one-year option to purchase for $1.00 the New England Weather Service (which
provides weather information to subscribers).
On May 31, 1996, the transactions (the "Marlin transactions")
contemplated by the Agreement and Plan of Merger, dated March 15, 1996, by and
among the Company, ARS Acquisition Company, a Delaware corporation and a wholly
owned subsidiary of the Company, and Marlin Broadcasting, Inc., a Delaware
corporation ("Marlin"), were consummated. Pursuant thereto, the Company acquired
WFLN-FM in Philadelphia, Pennsylvania, WQRS-FM in Detroit, Michigan and WTMI-FM
in Miami, Florida for an aggregate purchase price of approximately $58.5
million, together with the assumption of approximately $9.0 million of long-term
debt. The acquisition was financed through a $4.0 million escrow deposit, and
available cash. The principal stockholder of Marlin immediately thereafter
acquired WTMI-FM from the Company for approximately $18.7 million in cash.
Proceeds from the sale of WTMI-FM will be held as restricted cash in an escrow
account pursuant to an Internal Revenue Code like kind exchange agreement. The
Company will be retaining certain Philadelphia real estate and tower assets
valued at approximately $3-4 million. The Company is currently negotiating an
agreement with Secret Communications L.P., a Delaware limited partnership
("Secret"), pursuant to which it will exchange the Philadelphia and Detroit
stations for two stations owned by Secret in Sacramento, California and
approximately $20.0 million in cash. The Company is currently programming the
Sacramento stations under a local marketing agreement with Secret and Secret is
currently programming the Philadelphia and Detroit stations under a local
marketing agreement with the Company. The consummation of the transactions with
Secret are subject to, among other things, the signing of a definitive Asset
Exchange Agreement, and approval from the FCC.
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Item 5. Other Events
On May 28, 1996, the Company and Olympic Broadcasters, Inc., a Nevada
corporation, entered into a purchase agreement pursuant to which the Company
will acquire the assets of KSSJ- FM in Sacramento, California for a purchase
price of approximately $13.5 million. Consummation of the transaction is subject
to, among other things, the approval of the FCC. For more information, see the
Company's press release dated May 28, 1996, which is attached herewith as
Exhibit 99.1 and incorporated by reference herein.
On June 4, 1996, the Company and Mortenson Broadcasting Company, an
Ohio corporation, entered into a purchase agreement pursuant to which the
Company will acquire the assets of WBGR-AM in Baltimore, Maryland for a purchase
price of approximately $2.8 million. Consummation of the transaction is subject
to, among other things, the approval of the FCC. For more information, see the
Company's press release, dated June 4, 1996, which is attached herewith as
Exhibit 99.2 and incorporated by reference herein.
On June 10, 1996, the Company announced that it is seeking to raise
approximately $125.0 million through an institutional private placement of
convertible exchangeable preferred stock. For more information, see the
Company's press release, dated June 10, 1996, which is attached herewith as
Exhibit 99.3 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
As of the date of filing of this Current Report on 8-K, it is
impracticable for the Company to provide the financial statements required by
this Item 7(a). In accordance with Item 7(a) (4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after June 13, 1996.
(b) Pro Forma Financial Information
As of the date of this filing of this Current Report on 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after June 13, 1996.
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(c) Exhibits
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<CAPTION>
Exhibit No. Description Page
<S> <C> <C>
Exhibit 2.1 (a) Asset Purchase Agreement, dated as of August 11, *
1995 between ARSI and The Ten Eighty Corporation
(b) Note Purchase Agreement, dated as of August 11,
1995 between the Company and The Ten Eighty
Corporation
(c) Note Purchase Agreement, dated as of August 11,
1995 between the Company and Chase Dover, Inc.
(d) Option Agreement relating to Asset Purchase
Agreement dated August 11, 1995 between ARSI and New
England Weather Service, Inc.
Exhibit 2.2 Agreement and Plan of Merger dated March 15, 1996 **
by and among the Company, ARS Acquisition
Company, Inc. and Marlin.
Exhibit 99.1 Press Release dated as of May 28, 1996. Filed herewith
Exhibit 99.2 Press Release dated as of June 4, 1996. Filed herewith
Exhibit 99.3 Press Release dated as of June 10, 1996. Filed herewith
</TABLE>
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* Filed as Exhibits 10.29, 10.30, and 10.31 and 10.32 to the Company's
Registration Statement on Form S-1 (File No. 33-99230) filed with the SEC on
November 13, 1995 and hereby incorporated by reference.
** Filed as Exhibit 10.43 to the Company's Annual Report on Form 10-K for year
ended December 31, 1995 and hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN RADIO SYSTEMS CORPORATION
(Registrant)
By: /s/ Justin D. Benincasa
Justin D. Benincasa
Vice President and
Corporate Controller
Date: June 11, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial Officer or
Bruce Danziger, Director of Investor Relations
AMERICAN RADIO SYSTEMS ACQUIRES KSSJ-FM,
SACRAMENTO, CALIFORNIA
Boston, Massachusetts -- May 28, 1996 -- American Radio Systems Corporation
(NASDAQ: AMRD) announced today that it has signed a purchase and sale agreement
to acquire radio station KSSJ-FM, in Sacramento, California, from Olympic
Broadcasters, Inc. The station will be acquired for approximately $13,500,000.
Consummation of the transaction is subject to the approval of the Federal
Communications Commission.
American will be responsible for the management of the station under a Local
Marketing Agreement commencing July 1. The Company currently has agreements to
acquire KYMX-FM, KCTC-AM, KSTE-AM, KSFM-FM and KMJI-AM in Sacramento from other
sellers.
Steve Dodge, American's Chairman and CEO, stated, "This acquisition will help us
increase our presence in a market we're very excited about. We look forward to
working with the management and staff of KSSJ and building on what they have
accomplished."
Paul Leonard of Star Media Group acted as the broker in this transaction.
American Radio Systems Corporation began trading shares publicly in June, 1995
on NASDAQ. The Company owns and/or manages twenty-five FM and eleven AM stations
in Boston, Baltimore, Sacramento, Hartford, Las Vegas, Austin, Buffalo, West
Palm Beach, Rochester and Dayton. The Company also has options and/or agreements
to buy additional radio stations in Portland, Hartford, Las Vegas, San Jose,
Buffalo, West Palm Beach, Rochester, Fresno, Omaha and Dayton.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial Officer or
Bruce Danziger, Director of Investor Relations
AMERICAN RADIO SYSTEMS ACQUIRES WBGR-AM,
BALTIMORE, MARYLAND
Boston, Massachusetts -- June 4, 1996 -- American Radio Systems Corporation
(NASDAQ: AMRD) announced today that it has signed a purchase and sale agreement
to acquire radio station WBGR-AM in Baltimore from Mortenson Broadcasting
Company. The station will be acquired for approximately $2,775,000. Consummation
of the transaction is subject to the approval of the Federal Communications
Commission. American Radio Systems currently owns WQSR-FM and WBMD-AM in
Baltimore.
Joe Winn, American's Chief Financial Officer, stated, "We look forward to
welcoming WBGR-AM to the American team in Baltimore."
Mortenson Broadcasting Company intends to use the proceeds from the sale to
acquire additional stations through a tax-free exchange.
Tom Gammon of American Radio Brokers acted as the broker in this transaction.
American Radio Systems Corporation began trading shares publicly in June, 1995
on NASDAQ. The Company owns and/or manages twenty-five FM and eleven AM stations
in Boston, Baltimore, Sacramento, Hartford, Las Vegas, Austin, Buffalo, West
Palm Beach, Rochester and Dayton. The Company also has options and/or agreements
to buy additional radio stations in Portland, Sacramento, Hartford, Las Vegas,
San Jose, Buffalo, West Palm Beach, Rochester, Fresno, Omaha and Dayton.
EXHIBIT 99.3
FOR IMMEDIATE RELEASE:
AMERICAN RADIO SYSTEMS
ANNOUNCES PRIVATE PLACEMENT
Boston, Massachusetts -- June 10, 1996 -- American Radio Systems Corporation
(NASDAQ: AMRD), a national radio broadcasting company, announced today that it
is seeking to raise approximately $125 million through an institutional private
placement of its convertible preferred stock. Completion of the offering is
expected later this month, subject to market conditions. Proceeds will be used
to financing pending acquisitions of radio stations. The securities being
offered will not be registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
