UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
AMERICAN RADIO SYSTEMS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
029161 10 6
(CUSIP Number)
Arthur C. Kellar
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 21, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D/A
CUSIP No. 029161106 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur C. Kellar
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,868,247 Class A; See Items 3 and 5(a)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 350,000
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,868,247 Class A; See Items 3 and 5(a)
10 SHARED DISPOSITIVE POWER
350,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,247 Class A; See Items 3 and 5(a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.4%; See Items 3 and 5(a)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 029161106 Page 3 of 6 Pages
Item 1. Security and issuer.
This statement relates to the Class A Common stock, $.01 par value per
share (the "Class A Common Stock"), of American Radio Systems Corporation, a
Delaware corporation ("American" or the "Issuer"). The principal executive
offices of American are at 116 Huntington Avenue, Boston, Massachusetts, 02116.
Item 2. Identity and background.
(a) This statement is filed pursuant to Rule 13d-1(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by Arthur C. Kellar.
(b) The business address of Arthur C. Kellar is 116 Huntington Avenue,
Boston, Massachusetts, 02116.
(c) Mr. Kellar is a Director of American Radio Systems Corporation, 116
Huntington Avenue, Boston, Massachusetts, 02116.
(d), (e) During the last five years, Mr. Kellar has not (i) been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Kellar is a citizen of the United States.
Item 3. Source and amount of funds or other consideration.
On April 4, 1997 the transactions contemplated by the Agreement and
Plan of Merger, dated August 5, 1996, as amended on September 27, 1996 (the
"Merger Agreement"), by and among American, American Merger Corporation, a
Delaware corporation and a wholly owned subsidiary of American ("American
Subsidiary"), and EZ Communications, Inc. ("EZ") were consummated, pursuant to
which EZ merged with and into American, the surviving corporation (the
"Merger"). The consideration for the Merger consisted of the exchange of each
share of EZ Common Stock for (i) .9 share of American Class A Common Stock,
except that cash was paid in lieu of fractional shares, and (ii) a cash payment
of $11.75. The Class A Common Stock acquired by the stockholders of EZ pursuant
to the Merger was registered under the Securities Act of 1933, as amended (the
"Act") by American on registration statements (File No. 333- 15231 and File No.
333-16155)
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SCHEDULE 13D/A
CUSIP No. 029161106 Page 4 of 6 Pages
Arthur C. Kellar founded EZ and, until April 4, 1997, was its principal
and controlling stockholder and Chairman of the Board. In exchange for his
shares of EZ Common Stock, Mr. Kellar acquired 2,218,247 shares of Class A
Common Stock of American pursuant to the Merger.
As a condition of the Merger, pursuant to the Stockholder Agreement,
dated April 4, 1997, by and among American, Mr. Kellar and Alan L. Box (the
"Stockholder Agreement"), American increased the size of its Board of Directors
to include Mr. Kellar and Mr. Box, effective April 4, 1997, the effective date
of the Merger.
Item 4. Purpose of transaction.
Mr. Kellar has acquired the shares reported herein for investment
purposes. The acquisition was incidental to the Merger, as described above in
Item 3. Mr. Kellar currently serves as a director until the next annual meeting
of stockholders or until his successor is elected and qualified. Despite Mr.
Kellar's current intention not to dispose of his Class A Common Stock, Mr.
Kellar could subsequent to the date hereof decide (i) to dispose of any Class A
Common Stock beneficially owned by him, or (ii) to acquire additional shares of
Class A Common Stock, depending on the performance of the Class A Common Stock,
economic developments, general market conditions and other factors. Accordingly,
Mr. Kellar intends to review continuously his investment in American.
Except as noted above, Mr. Kellar has no present plans or proposals
which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer, except as noted above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, except as noted above;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
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SCHEDULE 13D/A
CUSIP No. 029161106 Page 5 of 6 Pages
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in securities of the issuer.
(a) Mr. Kellar owns an aggregate of 2,218,247 shares of Class A Common
Stock of American. Mr. Kellar's beneficial ownership represents approximately
9.4% of the issued and outstanding shares of Class A Common Stock.
(b) Mr. Kellar has sole voting and investment power with respect to
1,868,347 shares of the Class A Common Stock that he beneficially owns. Mr.
Kellar is a member of the Board of Directors which serves as the trustee for the
Kellar Family Foundation which owns 234,000 shares. Mr. Kellar and his wife own
116,000 shares as Joint Tenants.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, arrangements, understandings or relationships with
respect to securities of the issuer.
Not Applicable.
Item 7. Material to be filed as exhibits.
Not Applicable.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 029161106 Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 11, 1997
By: /s/ Joseph W. Conroy
**Attorney-in-Fact**
