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):
January 3, 1997; (January 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 5. Other Events
On January 3, 1997, American Radio Systems Corporation (the "Company") announced
that it is seeking to raise approximately $150.0 million through an
institutional private placement of exchangeable preferred stock. Completion of
the offering is expected later this month, subject to market conditions.
Proceeds from the offering will be used to repay indebtedness and to increase
future acquisition capacity. 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. For more information see the Company's press release,
dated January 3, 1997, which is attached herewith as Exhibit 99.1 and
incorporated by reference herein.
On January 3, 1997, the Company also announced that it has reached an agreement
to acquire radio station WGRR-FM in Cincinnati from The Dalton Group. The
station will be acquired for approximately $30,000,000. Consummation of the
transaction is subject to, among other conditions, the approval of the Federal
Communications Commission. For more information see the Company's press release,
dated January 3, 1997, which is attached herewith as Exhibit 99.2 and
incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of January 3, 1997.
Exhibit 99.2 - Press Release, dated as of January 3, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN RADIO SYSTEMS CORPORATION
(Registrant)
By: /s/ Justin D. Benincasa
Justin D. Benincasa
Vice President and Corporate Controller
Date: January 3, 1997
Exhibit 99.1
[American Radio Logo]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
(617) 375-7500
AMERICAN RADIO SYSTEMS
ANNOUNCES PRIVATE PLACEMENT
Boston, Massachusetts--January 3, 1997--American Radio Systems Corporation
(NASDAQ:AMRD), a national radio broadcasting company, announced today that it is
seeking to raise approximately $150 million through an institutional private
placement of its exchangeable preferred stock. Completion of the offering is
expected later this month subject to market conditions. Proceeds will be used to
repay indebtedness and to increase future acquisition capacity. 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.
EXHIBIT 99.2
[AMERICAN RADIO LOGO]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director of
Investor Relations (617) 375-7500
AMERICAN RADIO SYSTEMS ACQUIRES WGRR-FM,
CINCINNATI, OHIO
Boston, Massachusetts--January 3, 1997- American Radio Systems Corporation
(NASDAQ: AMRD) announced today that it has reached an agreement to acquire radio
station WGRR-FM in Cincinnati from The Dalton Group. The station will be
acquired for approximately $30,000,000. Consummation of the transaction is
subject to the approval of the Federal Communications Commission. American Radio
Systems currently has an agreement to own WKRQ-FM in Cincinnati.
Steven Dodge, American's Chairman and CEO, stated, "This gives us a second
quality property in Cincinnati and a solid base from which to grow in an
exciting market."
George Otwell and Charles Giddens of Media Venture Partners acted as the brokers
in this transaction.
American Radio Systems Corporation began trading shares publicly in June, 1995
on NASDAQ. The company owns and/or manages 46 FM and 23 AM stations in Boston,
Baltimore, Portland, Sacramento, Hartford, Las Vegas, Austin, Buffalo, San Jose,
West Palm Beach, Rochester, Dayton and Fresno. The company also has options
and/or agreements to buy additional radio stations in Boston, Cincinnati,
Baltimore, Sacramento, San Jose, West Palm Beach, Rochester, Dayton and Fresno.
In addition, on August 5, 1996 the company announced that it had reached an
agreement to merge with EZ Communications, Inc. EZ Communications owns and/or
operates 23 radio stations in seven markets nationwide.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
