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):
Feburary 18, 1997; (Febuary 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)
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Item 2. Acquisition and Disposition of Assets
On February 3, 1997, American Radio Systems Corporation, a Delaware Corporation,
(the "Company") consummated the transactions contemplated by the Asset Purchase
Agreements dated October 10, 1996 with WMMX, Inc. (WMMX-FM) and CBC of
Baltimore, Inc. (WOCT-FM), both North Carolina corporations, pursuant to which
the Company acquired substantially all the assets of the stations located in
Baltimore, Maryland for approximately $60.0 million and $30.0 million,
respectively. The acquisition was financed through a $4.5 million escrow deposit
and available cash. The Company has been programming and marketing the stations
pursuant to a local marketing agreement since November 1, 1996. For more
information, see Exhibits 2.1, 2.2, 2.3 and 2.4
Item 5. Other Events
On February 14 , 1997 the Company consummated the transactions contemplated by a
series of agreements with the Lincoln Group, L.P. , a New York Limited
Partnership, dated July 31, 1996 and February 23, 1996, pursuant to which the
Company acquired substantially all the assets of WVOR-FM, WPXY-FM, WHAM-AM and
WHTK-AM in Rochester, New York for approximately $31.5 million, including
approximately $1.0 million of working capital. The Company had previously loaned
an aggregate of $28.5 million to the owner of the stations. The acquisition was
financed with proceeds from the loan, a $2.0 million escrow deposit and
available cash. In accordance with a consent decree with the Antitrust Division
of the U.S. Department of Justice and the Attorney General of the State of New
York, the Company is required to divest WHAM-AM and WVOR-FM, within a certain
period of time. As a result, on December 27, 1996, the Company entered into an
agreement to exchange the assets of WHAM-AM and WVOR- FM and another existing
Rochester station (WHTK-FM), together with $16.0 million for the assets of
WKRQ-FM in Cincinnati, Ohio. For more information on the exchange, see the
Company's Form 8-K filed on January 22, 1997.
On February 14, 1997 the Company consummated the transactions contemplated by
the Asset Purchase agreement dated November 19, 1996 with New Generation
Broadcasting, Inc. , a Delaware corporation, pursuant to which the Company
acquired substantially all the assets of WXEG-FM in Dayton, Ohio for
approximately $3.6 million. The Company had previously loaned an aggregate of
$3.6 million to the owner of the stations. The acquisition was financed with
proceeds from the loan. The Company has been programming and marketing the
station pursuant to a local marketing agreement since April 1, 1996.
On February 10, 1997 the Company consummated the transactions contemplated by
the Asset Purchase agreement dated September 10, 1996 with Palm Beach Radio
Broadcasters, Inc., a Florida Corporation, pursuant to which the Company
acquired substantially all the assets of WLQT-FM and WBTT-FM in Dayton, Ohio for
approximately $12.0 million. The Company had previously loaned an aggregate of
$12.0 million to the owner of the stations. The acquisition was financed with
proceeds from the loan. The Company has been programming and marketing the
stations pursuant to a local marketing agreement since April 1, 1996.
On February 6, 1997 the Company consummated the transactions contemplated by the
Asset Purchase Agreement dated August 7, 1996 with United Broadcasting Company,
a California general partnership, pursuant to which the Company acquired
substantially all the assets of KBAY-FM and KKSJ-FM in San Jose, California for
approximately $31.0 million. The acquisition was financed through a $3.2 million
escrow deposit, $27.0 million in borrowings under the Company's credit agreement
and available cash. The Company has been programming and marketing the stations
pursuant to a local marketing agreement since August 1, 1996.
On January 31, 1997 the Company consummated the transactions contemplated by the
Asset Purchase Agreement dated July 31,1996 with Zapis Communications
Corporation, an Ohio corporation, pursuant to which the Company acquired
substantially all the assets of WAAF-FM and WWTM-AM in Worcester, Massachusetts
for approximately $24.8 million. The acquisition was financed through a $2.4
million escrow deposit and available cash. The Company has been programming and
marketing the station pursuant to a local marketing agreement since August 1,
1996.
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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 February 18, 1997.
(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 February 18, 1997.
(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement, dated October 10, 1996
by the Company and CBC of Baltimore, Inc.*
Exhibit 2.2 Time Brokerage Agreement, dated October 1, 1996
by the Company and CBC of Baltimore, Inc.**
Exhibit 2.3 Asset Purchase Agreement dated October 10, 1996
between the Company and WWMX, Inc.***
Exhibit 2.4 Time Brokerage Agreement, dated October 1, 1996
between the Company and WWMX, Inc. ****
* 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 10.86 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
**** Filed as Exhibit 10.88 to the Company's Report on Form 10-Q for the
quarterly period ended September 30, 1996
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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/ Justic D. Benincasa
Justin D. Benincasa
Vice President and Corporate Controller
Date: February 18, 1997
