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):
April 17, 1997 (February 3, 1997)
AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26102 04-3196245
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices, including zip code)
(617) 375-7500
(Registrant's telephone number, including area code)
<PAGE>
Item 7. Financial Statements and Exhibits
The financial statements required by Item 7 of this Report are herein
provided with respect to the consummation on February 3, 1997 of the
transactions contemplated by the Asset Purchase Agreements dated October 10,
1996, between American Radio Systems Corporation, a Delaware corporation (the
Company), WWMX-FM Inc. and CBC of Baltimore, Inc. (d/b/a WOCT-FM), both North
Carolina corporations, as described in the Company's Form 8-K dated as of
February 18, 1997, which is hereby incorporated by reference herein. (Herein
referred to as the "Baltimore Acquisition").
(a) Financial Statements
The following combined financial statements are filed with this report:
CBC of Baltimore, Inc. (d/b/a WOCT-FM) and WWMX-FM, Inc. (wholly-owned
subsidiaries of Capitol Broadcasting Company, Inc.)
Report of Independent Accountants................. Page F-1
Combined Balance Sheets
December 31, 1996 and 1995........................ Page F-2
Combined Statements of Income
Years ended December 31, 1996 and 1995............ Page F-3
Combined Statements of Cash Flows
Years ended December 31, 1996 and 1995............ Page F-4
Combined Statements of Shareholder's Equity
Years ended December 31, 1996 and 1995............ Page F-5
Notes to Combined Financial Statements............ Page F-6
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet
Year ended December 31, 1996...................... Page P-1
Pro Forma Condensed Consolidated Statement of Operations:
Year ended December 31, 1996...................... Page P-2
-1-
<PAGE>
The pro forma condensed consolidated balance sheet as of December 31,
1996 reflects the financial position of the Company after giving effect to the
Baltimore Acquisition as if it took place on December 31, 1996. The pro forma
condensed consolidated statement of operations for the year ended December 31,
1996 assumes that the Baltimore Acquisition occurred on January 1, 1996 and is
based on the operations of the Company for the year ended December 31, 1996. 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 date specified or
for the periods presented, nor are they indicative of the Company's future
results of operations.
The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the Company's historical consolidated
financial statements and notes thereto.
(c) Exhibits
Exhibit 2.1 - Asset Purchase Agreement, dated as of October 10, 1996,
between the Company and CBC of Baltimore, Inc. *
Exhibit 2.2 - Asset Purchase Agreement, dated as of October 10, 1996,
between the Company and WWMX-FM, Inc. **
Exhibit 23 - Consent of Price Waterhouse LLP
* Filed as Exhibit 10.85 to the Company's Report on Form 10-Q for
the quarterly period ended September 30, 1996
** Filed as Exhibit 10.87 to the Company's Report on Form 10-Q for
the quarterly period ended September 30, 1996
-2-
<PAGE>
Report of Independent Accountants
To the Shareholders and Board of Directors of
Capitol Broadcasting Company, Inc.
In our opinion, the accompanying combined balance sheet and the related combined
statements of income, of cash flows and of shareholder's equity present fairly,
in all material respects, the financial position of CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and WWMX-FM, Inc. (collectively referred to as the "Stations"),
wholly-owned subsidiaries of Capitol Broadcasting Company, Inc. ("Capitol"), at
December 31, 1996 and 1995, and the results of their operations and their cash
flows for the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Stations'
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As described in Note 8, during February of 1997 Capitol sold certain of the
assets of the Stations to an outside party.
Price Waterhouse LLP
Raleigh, North Carolina
April 3, 1997
F-1
<PAGE>
<TABLE>
<CAPTION>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Combined Balance Sheets
December 31, 1996 and 1995
1996 1995
Assets
<S> <C> <C>
Current assets:
Cash $ 244,445 $ 217,357
Accounts receivable, less allowance for doubtful
accounts of $95,338 ($55,717 as of December 31, 1995) 3,388,235 3,588,018
Prepaid expenses and other assets 94,764 69,284
----------- -----------
Total current assets 3,727,444 3,874,659
----------- -----------
Property and equipment, net (Note 3) 1,113,086 1,360,890
Intangible assets, net (Note 5) 10,497,229 12,028,389
Affiliate receivables (Note 1) 5,037,684 2,274,530
Other assets 7,812 8,830
----------- -----------
Total assets $20,383,255 $19,547,298
=========== ===========
Liabilities and Shareholder's Equity
Current liabilities:
Accounts payable $ 77,497 $ 59,711
Barter payables, net (Note 2) 36,421 97,055
Accrued compensation expenses 3,333 148,786
Accrued commission expenses 138,582 113,097
Accrued sales and use taxes 890 56,114
Accrued profit sharing 66,664 156,145
Accrued royalties 26,894 83,926
Other accrued expenses 24,673 38,687
----------- -----------
Total current liabilities 374,954 753,521
----------- -----------
Affiliate payables (Note 1) 637,306 --
----------- -----------
Total liabilities 1,012,260 753,521
----------- -----------
Commitments and contingencies (Note 6) -- --
----------- -----------
Shareholder's equity:-
Common stock:
WWMX-FM, Inc. - $10 par value; 1,000 shares
authorized, issued and outstanding 10,000 10,000
CBC of Baltimore, Inc. - $10 par value; 1,000 shares
authorized, issued and outstanding 10,000 10,000
Additional paid-in capital 11,537,698 11,537,698
Retained earnings 7,813,297 7,236,079
----------- -----------
Total shareholder's equity 19,370,995 18,793,777
----------- -----------
Total liabilities and shareholder's equity $20,383,255 $19,547,298
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Combined Statements of Income
Years Ended December 31, 1996 and 1995
1996 1995
<S> <C> <C>
Net revenues $13,252,709 $12,979,117
----------- -----------
Operating expenses excluding loss on sale of operating
properties, depreciation and amortization, corporate
general and administrative expenses and profit
sharing expenses 8,800,044 8,110,739
Loss on sale of operating properties (Note 4) -- 756,116
Depreciation and amortization 1,828,824 1,843,270
Corporate general and administrative expenses (Note 1) 1,943,065 1,310,040
Profit sharing expenses 129,759 277,520
----------- -----------
Total operating expenses 12,701,692 12,297,685
----------- -----------
Operating income 551,017 681,432
Other nonoperating income, net 26,201 51,085
----------- -----------
Net income $ 577,218 $ 732,517
=========== ===========
Unaudited pro forma data:
Historical income before income taxes $ 577,218 $ 732,517
Pro forma provision for income taxes 311,000 451,569
----------- -----------
Pro forma net income $ 266,218 $ 280,948
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Combined Statements of Cash Flows
Years Ended December 31, 1996 and 1995
1996 1995
Cash flows from operating activities:-
Net income $ 577,218 $ 732,517
Adjustments to reconcile net income
to net cash provided by operating activities:
Loss on sale of operating properties -- 756,116
Depreciation and amortization 1,828,824 1,843,270
Barter (revenue) expense (60,634) 114,455
Change in assets and liabilities:
Accounts receivable 199,783 (1,231,061)
Prepaid expenses and other current assets (25,480) 31,086
Other assets 1,018 3,903
Accounts payable 17,786 (190,144)
Accrued compensation expenses (145,453) 65,026
Accrued commission expenses 25,485 20,116
Accrued sales and use taxes (55,224) 56,114
Accrued profit sharing (89,481) 65,095
Accrued royalties (57,032) 33,926
Other accrued expenses (14,014) 49,300
----------- -----------
Cash provided by operating activities 2,202,796 2,349,719
----------- -----------
Cash flows from investing activities:
Proceeds from sale of property -- 406,942
Purchase of property and equipment, net of
normal retirements (49,860) (457,490)
----------- -----------
Cash used by investing activities (49,860) (50,548)
----------- -----------
Cash flows from financing activities:
Change in amount due from/to affiliates (2,125,848) (2,109,533)
----------- -----------
Cash used by financing activities (2,125,848) (2,109,533)
----------- -----------
Increase in cash 27,088 189,638
Cash, beginning of period 217,357 27,719
----------- -----------
Cash, end of period $ 244,445 $ 217,357
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Combined Statements of Shareholder's Equity
Additional
Common Paid-in Retained
Stock Capital Earnings Total
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 20,000 $11,537,698 $ 6,503,562 $18,061,260
Net income -- -- 732,517 732,517
----------- ----------- ----------- -----------
Balance, December 31, 1995 20,000 11,537,698 7,236,079 18,793,777
Net income -- -- 577,218 577,218
----------- ----------- ----------- -----------
Balance, December 31, 1996 $ 20,000 $11,537,698 $ 7,813,297 $19,370,995
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Years Ended December 31, 1996 and 1995
Notes to Combined Financial Statements
1. Basis of Presentation
The accompanying combined financial statements include the operations of
two radio stations, CBC of Baltimore, Inc. (d/b/a WOCT-FM) and WWMX-FM,
Inc. (collectively referred to as the "Stations"). The Stations are
wholly-owned by Capitol Broadcasting Company, Inc. ("Capitol") (Note 8).
The Stations were operated by Capitol through October 1996 and by American
Radio Systems Corporation ("American") during the last two months of 1996
under a Time Brokerage Agreement ("TBA") with Capitol. A TBA is sometimes
used synonymously with a Local Marketing Agreement ("LMA").
The combined financial statements have been prepared as if the Stations
had been independent stand-alone entities for the periods presented. Such
combined financial statements include the combined revenues and expenses
of the Stations. All transactions between the Stations included in the
combined financial statements have been eliminated.
Related Party Transactions
The TBA referred to above allowed American to program and market the
Stations since November 1, 1996 for a monthly fee of $416,666. Total LMA
payments of $833,332 in 1996 have been excluded from "net revenues" and
"operating expenses excluding..." on the 1996 combined statement of income
as the payments were made within the same legal entities which comprise
the Stations. The TBA was terminated upon consummation of the acquisition
of the Stations by American (Note 8).
Corporate general and administrative expense consists of corporate
overhead costs not directly allocable to any of Capitol's or American's
individual broadcast properties or other subsidiaries. Such expenses,
including corporate level salaries, legal, accounting and other expenses,
have been allocated based on management's estimate of the portion of time
devoted to the Stations' operations. During 1996, Capitol's allocation for
the first ten months of the year was $1,881,380 while American's
allocation for the last two months of the year was $61,685. During 1995,
the $1,310,040 allocation related solely to Capitol.
Certain assets of the Stations are included in the collateral pool that
serves as security for certain debt of Capitol; however, no interest
expense is charged to the Stations. The Stations have an intercompany
receivable balance with Capitol and affiliates of $5,037,684 and an
intercompany payable balance with American and affiliates of $637,306 at
December 31, 1996. At December 31, 1995 the intercompany receivable
balance of $2,274,530 related solely to Capitol and affiliates.
Substantially all of the Stations' employees were covered by a Capitol
profit sharing plan through October 1996 but were not covered by such a
plan during the last two months of 1996. The Stations funded and charged
to operations the current profit sharing costs which were based on a
percentage, as determined annually by Capitol's Board of Directors, of
participant compensation.
Management of Capitol and American believe that the methods used to
allocate related party charges are reasonable.
F-6
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Years Ended December 31, 1996 and 1995
Notes to Combined Financial Statements
Unaudited Pro Forma Information
The Stations do not have a tax sharing agreement with Capitol and do not
reflect income tax expense in their accounts. The pro forma income tax
provisions for the years ended December 31, 1996 and 1995 were calculated
by applying the applicable federal and state tax rates to taxable income
derived from the Stations' effect on the Capitol federal return and from
the Stations' state tax returns, respectively. Pro forma income tax
provisions do not reflect deferred taxation and are based on pre-tax book
income adjusted for permanent and temporary differences.
The pro forma effective tax rates significantly differ from the statutory
rates. The pro forma effective tax rates for the years ended December 31,
1996 and 1995 are higher than the statutory rates due primarily to
non-deductible goodwill amortization and certain intangible assets being
amortized faster for book purposes than tax purposes.
2. Significant Accounting Policies
Revenue Recognition
Advertising revenues are recognized in the period during which
advertisements are broadcast.
Concentration of Credit Risk
A significant portion of the Stations' accounts receivable is due from
local and national advertising agencies. Such accounts are generally
unsecured.
Barter Transactions
The Stations barter certain advertising time for various goods and
services which are recorded at the estimated fair value of the goods or
services received. The related revenue is recognized when the
advertisements are broadcast while expenses are recognized as the goods or
services are used.
Barter payables, net consist of the following:
December 31,
1996 1995
Barter payables ($ 61,861) ($ 99,593)
Barter receivables 25,440 2,538
--------- ---------
Barter payables, net ($ 36,421) ($ 97,055)
========= =========
Barter transactions were as follows:
Years Ended December 31,
1996 1995
Barter revenues $395,773 $323,410
Barter expenses $335,139 $437,865
F-7
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Years Ended December 31, 1996 and 1995
Notes to Combined Financial Statements
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Property and Equipment and Intangible Assets
Property and equipment is recorded at cost. Depreciation is computed using
the straight-line method over estimated useful lives of the assets which
range from 5 to 25 years.
Intangible assets consist primarily of goodwill, FCC licenses and non
compete agreements. Such assets are being amortized on a straight-line
basis over their estimated useful lives.
On an ongoing basis, management evaluates the recoverability of the net
carrying value of property and equipment and intangible assets to
determine whether there has been a permanent impairment in the value of
such assets. Factors considered in the evaluation include cash flows from
operations of the Stations.
In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS
121"). This Statement establishes accounting standards for the impairment
of long-lived assets, certain identifiable intangibles and goodwill
related to those assets. Effective January 1, 1996, the Stations adopted
SFAS 121; this adoption did not have a material effect on the financial
position or results of operations of the Stations.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year presentation.
3. Property and Equipment
Property and equipment consists of the following:
December 31,
1996 1995
Broadcasting equipment $ 1,914,105 $ 1,845,362
Land, buildings, and improvements 219,568 219,568
Furniture and other equipment 577,032 543,610
Construction in progress - 46,145
------------ ------------
2,710,705 2,654,685
Less - accumulated depreciation (1,597,619) (1,293,795)
------------ ------------
$ 1,113,086 $ 1,360,890
============ ============
F-8
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Years Ended December 31, 1996 and 1995
Notes to Combined Financial Statements
4. Loss on Sale of Operating Properties
In April 1995, land, building and other property and equipment used in the
operation of WOCT-FM were sold to a third party, resulting in a loss of
$756,116. This property was sold as a result of a decision to operate
WOCT-FM in the same building as WWMX-FM.
5. Intangible Assets
Intangible assets consist of the following:
Amortization December 31,
Period 1996 1995
(Years)
Goodwill 40 $ 9,710,735 $ 9,710,735
FCC license 15 4,480,075 4,480,075
Non compete agreement 3 3,000,000 3,000,000
Other 20 23,000 23,000
------------ ------------
17,213,810 17,213,810
Less - accumulated amortization (6,716,581) (5,185,421)
------------ ------------
$ 10,497,229 $ 12,028,389
============ ============
6. Commitments and Contingencies
Operating Leases
The Stations lease broadcast studios, office space and tower sites. Rent
expense for the years ended December 31, 1996 and 1995 was $240,000 and
$215,000, respectively. At December 31, 1996, minimum annual payments
under noncancelable operating leases were as follows:
1997 $ 25,000
1998 6,000
---------
$ 31,000
=========
Litigation
CBC of Baltimore, Inc. has been named the defendant in an
employment-related claim. Although the claim seeks substantial damages,
legal counsel and management believe that the likelihood of a judgment in
an amount that would have a material effect on the Stations' financial
position, liquidity and results of operations is remote. Accordingly, no
provision has been made in the accompanying financial statements related
to this claim.
7. Fair Value of Financial Instruments
The carrying amounts of cash, accounts receivable, accounts payable and
accrued expenses approximate fair value due to the short maturity of those
instruments. The fair value of affiliate receivables and payables is not
readily determinable.
F-9
<PAGE>
CBC of Baltimore, Inc.
(d/b/a WOCT-FM) and
WWMX-FM, Inc.
(wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.)
Years Ended December 31, 1996 and 1995
Notes to Combined Financial Statements
8. Subsequent Events
In February 1997, Capitol sold certain of the assets, including FCC
licenses, of CBC of Baltimore, Inc. (d/b/a WOCT-FM) and WWMX-FM, Inc. to
American for approximately $90 million in cash. As part of the Asset
Purchase Agreements, Capitol Broadcasting Company, Inc. has indemnified
American for certain liabilities, including the legal claim mentioned in
Note 6.
F-10
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
American Radio Systems Corporation
December 31, 1996
(In thousands)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents ............ $ 10,447 $ 10,447
Accounts receivable, net ............. 51,897 51,897
Other current assets ................. 6,973 6,973
Property and equipment, net ......... 90,247 $ 3,000 (a) 93,247
Station investment notes ............. 69,920 69,920
Intangible assets, net ............... 493,260 87,000 (a) 580,260
Deposits and other long-term assets .. 26,064 (4,500)(b) 21,564
Net assets held under exchange
agreement ....................... 47,495 47,495
--------- --------- ---------
Total ....................... $ 796,303 $ 85,500 $ 881,803
========= ========= =========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities, excluding current
portion of long-term debt ....... $ 33,770 $ 33,770
Deferred income taxes ................ 33,205 33,205
Other long-term liabilities .......... 2,149 2,149
Long-term debt, including current
portion ......................... 330,672 $ 85,500 (a) 416,172
Minority interest in subsidiary ...... 344 344
Stockholders' equity ................. 396,163 396,163
--------- --------- ---------
Total ........................... $ 796,303 $ 85,500 $ 881,803
-======== ========= =========
<FN>
(a) To reflect the $90.0 million purchase price of the Baltimore
Acquisition. The transaction will be accounted for under the purchase
method of accounting and includes $85.5 million of additional debt. The
financial information reflects preliminary estimates of fair value of
property, plant and equipment and intangible assets (primarily FCC
licenses) and may change upon final appraisal.
(b) To reflect the use of the escrow deposit paid in 1996 and utilized to
finance the purchase price.
</FN>
</TABLE>
P-1
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
American Radio Systems Corporation
Year Ended December 31, 1996
(In thousands, except per share data)
Pro Forma Pro
Historical Adjustments (a) Forma
<S> <C> <C> <C>
Net revenues ............................. $ 178,019 $ 13,252 (e) $ 191,271
Operating expenses:
Operating expenses excluding
depreciation and amortization,
corporate general and administrative
expenses and net local marketing
agreement expenses ................... 120,004 8,800 (e) 128,804
Net local marketing agreement ........ 8,128 8,128
expenses
Depreciation and amortization ........ 17,810 3,780 (b) 21,590
Corporate general and administrative
expenses ............................. 5,046 (d) 5,046
--------- -------- ---------
Operating income ......................... 27,031 672 27,703
--------- -------- ---------
Other (income) expense:
Interest expense - net .............. 16,762 7,502 (c) 24,264
Losses on disposal of assets, net ... 308 308
--------- -------- ---------
Total other (income) expense 17,070 7,502 24,572
--------- -------- ---------
Income (loss) before income taxes ........ 9,961 (6,830) 3,131
Provision (benefit) for income taxes ..... 4,826 (3,278) (f) 1,548
--------- -------- ---------
Net income (loss) ........................ 5,135 (3,552) 1,584
Redeemable preferred stock
dividends ........................... 4,973 4,973
--------- -------- ---------
Net income (loss) applicable to common
stockholders ............................. $ 162 $ (3,552) $ (3,390)
========= ======== =========
Net income per common share .............. $ 0.01 $ (0.17)
========= =========
Weighted average common shares
outstanding .............................. 20,510 20,510
========= =========
<FN>
(a) To reflect the operations of the Baltimore Acquisition.
(b) To record estimated depreciation and amortization for the Baltimore Acquisition. Estimated depreciation and
amortization has been determined based on average lives of ten, twenty-five and forty years for property and equipment,
FCC licenses and goodwill, respectively.
(c) To record estimated interest expense on $85.5 million of borrowings at 8.5% for the Baltimore Acquisition.
(d) Corporate expenses of the prior owners have not been carried forward into the pro forma financial information as those
costs represent the cost of duplicative facilities and compensation to owners and/or executives not retained by the
Company. Because the Company maintains a separate corporate headquarters which provides to all stations services
substantially similar to those represented by these costs, they are not expected to recur following acquisition. The
Company believes that it has existing management capacity sufficient to provide such services without incurring
incremental costs.
(e) Net revenues exclude local marketing agreement revenues of $833 earned by the prior owner under a local marketing
agreement and operating expenses exclude fees of $833 paid by American to the prior owner.
(f) To record the tax effect of the pro forma adjustments.
</FN>
</TABLE>
P-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registration 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: April 17, 1997
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 and S-3 (No. 333-08601) of American Radio Systems
Corporation ("American") and the Registration Statement on Form S-8 (No.
333-25075) of American of our report dated April 3, 1997 relating to the
combined financial statements of CBC of Baltimore, Inc. (d/b/a WOCT-FM) and
WWMX-FM, Inc. (wholly-owned subsidiaries of Capitol Broadcasting Company, Inc.),
which appears in the Current Report on Form 8-K/A (Amendment No. 1) of American
dated April 17, 1997.
Price Waterhouse LLP
Raleigh, North Carolina
April 17, 1997
