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): July 14, 1997 (June 6, 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 July 8, 1997, American Tower Systems, Inc. ("ATS") a wholly-owned
subsidiary of American Radio Systems Corporation (the "Company") entered into an
Asset Purchase Agreement with Suburban Cable TV Co. Inc., and its subsidiaries,
a Pennsylvania corporation, pursuant to which the Company will acquire
substantially all the assets of the seller and a wholly-owned subsidiary,
Micronet, Inc., an antenna site provider and owner of towers based in Jamison,
Pennsylvania for a purchase price of approximately $70.3 million. For more
information see the Company's press release, dated July 8, 1997, which is
attached herewith as Exhibit 99.1.
On July 1, 1997, ATS consummated the transactions contemplated by the
Asset Purchase Agreements dated February 5, 1997 by and between ATS, Meridian
Sales and Services Company, a California corporation, Meridian Communications
North, and Meridian Radio Sites, both California limited partnerships,
(collectively "Meridian") pursuant to which the Company acquired substantially
all the assets of Meridian, a tower antenna site provider based in Calabras,
California for a purchase price of approximately $32.1 million. The escrow
deposit of $.25 million, $11.0 million of borrowings under ATS' credit agreement
and additional borrowings under the Company's credit agreement were utilized to
finance the acquisition.
On June 19, 1997, the Company entered into an Asset Exchange Agreement
with Jacor Communications, Inc., pursuant to which the Company will acquire
substantially all the assets of KMXV-FM, KUDL-FM, KYYS-FM and WDAF-AM located in
Kansas City, Missouri in exchange for substantially all the assets of WMMX-FM,
WTUE-FM, WLQT-FM, WBTT-FM, WXEG-FM and WONE-AM located in Dayton, Ohio.
Consummation of the transaction is subject to, among other things, the approval
of the Federal Communications Commission ("FCC"). For more information see the
Company's press release, dated June 19, 1997, which is attached herewith as
Exhibit 99.2.
On June 6, 1997, the Company entered into an Asset Purchase Agreement
with McMurray Communications, pursuant to which the Company will acquire
substantially all the assets of WMMA-FM located in Lebanon, Ohio. 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 19, 1997, which
is attached herewith as Exhibit 99.3.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of July 8, 1997
Exhibit 99.2 - Press Release, dated as of June 19, 1997
Exhibit 99.3 - Press Release, dated as of June 6, 1997
2
<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/Lynn A. Carlmark
Lynn A. Carlmark
Director of Financial Reporting
and Operations
Date: July 14, 1997
3
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
At American Radio At American Tower
Contact: Joe Winn, Chief Contact:
Financial Officer or Bruce Alan Box, Chief Operating Officer or
Danziger, Director of Investor Jim Eisenstein, Executive V.P., Corporate
Relations (617) 375-7500 Development (561) 998-2280
AMERICAN TOWER SYSTEMS TO ACQUIRE MICRONET, INC.
Boston, Massachusetts--July 8, 1997--American Tower Systems ("ATS"), a
wholly-owned subsidiary of American Radio Systems Corporation (NYSE: AFM),
announced today that it has entered into an agreement to acquire the assets of
Micronet, Inc. ("Micronet"). The purchase price will be approximately $70.25
million. Micronet, based in Jamison, Pennsylvania, is one of the leading antenna
site providers in the Mid- Atlantic region of the United States with 127 tower
sites in service, in addition to others currently under development. Micronet's
towers are strategically located in densely populated areas, including the MSA's
of New York, Philadelphia, Washington and Baltimore. Additionally, Micronet owns
twenty (20) towers situated between Los Angeles and San Francisco, and
thirty-five (35) towers covering the areas of Texas surrounding Dallas, Houston,
Austin, San Antonio and Corpus Christi.
ATS is also acquiring Micronet's video transport operations, which transport
video, voice, and data by satellite and terrestrial microwave networks,
utilizing two (2) teleports and a series of towers. One teleport is situated
outside of New York City and connects New York City to Philadelphia and
Washington, D.C. The other is located outside of Dallas and connects all major
Texas cities.
Including the Micronet acquisition, ATS will own and/or manage more than 600
tower sites nationwide. Alan Box, Chief Operating officer of ATS, commented, "We
are delighted to be acquiring one of the leading tower and teleport companies in
the country. This transaction will substantially enhance ATS' existing presence
in the Mid-Atlantic states, Texas, and California. It also gives us a foothold
in the video transport business, which is very profitable and synergistic with
our core investment in towers. Micronet represents a strategic addition of
towers and talented management, both of which are welcome components in our
quest to become the leading national provider of tower and related services to
the rapidly growing wireless industry."
<PAGE>
Page 2
ATS Press Release
July 8, 1997
American Tower Systems develops, acquires, manages and markets antenna sites for
the wireless communications industry. ATS is headquartered in Boca Raton,
Florida, with regional offices in Connecticut, Massachusetts, Pennsylvania,
Washington, D.C., South Carolina, Florida and California.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets approximately 100 radio stations in
Boston, Seattle, Cincinnati, Baltimore, Pittsburgh, Portland, Sacramento, St.
Louis, Charlotte, Kansas City, Hartford, Las Vegas, Austin, Buffalo, San
Francisco/San Jose, West Palm Beach, Rochester, and Fresno. The Company also has
options and/or agreements to buy additional radio stations in Boston, Portland,
San Francisco/San Jose, Pittsburgh, West Palm Beach, and Riverside.
##
116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
(617) 375-7500
AMERICAN RADIO SYSTEMS TO EXCHANGE
DAYTON RADIO STATIONS FOR FOUR KANSAS CITY STATIONS
Boston, Massachusetts--June 19, 1997--American Radio Systems Corporation (NYSE:
AFM) announced today that it has reached an agreement with Jacor Communications,
Inc. to exchange radio stations WMMX-FM, WTUE-FM, WLQT-FM, WBTT-FM, WXEG-FM and
WONE-AM, representing all of the radio stations owned and operated by American
in Dayton, Ohio, for KMXV-FM, KUDL-FM, KYYS-FM and WDAF-AM, located in Kansas
City. Consummation of the transaction is subject to regulatory approval.
Steve Dodge, American's Chairman & CEO, stated, "While we are very reluctant to
exit Dayton, which has been a very good market for us, we view this as an
opportunity to expand our presence meaningfully in a larger market with strong
growth characteristics. And Dayton will be in very good hands with Cincinnati -
based Jacor."
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets approximately 100 radio stations in
Boston, Seattle, Cincinnati, Baltimore, Pittsburgh, Portland, Sacramento, St.
Louis, Charlotte, Kansas City, Hartford, Las Vegas, Austin, Buffalo, San
Francisco/San Jose, West Palm Beach, Rochester, and Fresno. The Company also has
options and/or agreements to buy additional radio stations in Boston, Portland,
San Francisco/San Jose, Pittsburgh, West Palm Beach, and Riverside.
##
116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
Tel: (617) 375-7500
AMERICAN RADIO SYSTEMS
TO ACQUIRE WMMA-FM, LEBANON, OHIO
Boston, Massachusetts--June 6, 1997--American Radio Systems Corporation
(NYSE:AFM) announced today that it has reached an agreement to acquire radio
station WMMA-FM, in Lebanon, Ohio, from McMurray Communications. The purchase
price will be approximately $3,000,000. Consummation of the transaction is
subject to regulatory approval.
George Otwell of Media Venture Partners acted as the broker in this transaction.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets nearly 100 radio stations in
Boston, Seattle, Cincinnati, Baltimore, Pittsburgh, Portland, Sacramento, St.
Louis, Charlotte, Kansas City, Hartford, Las Vegas, Austin, Buffalo, San
Francisco/San Jose, West Palm Beach, Rochester, Dayton, and Fresno. The Company
also has options and/or agreements to buy additional radio stations in Portland,
San Francisco/San Jose, Pittsburgh, West Palm Beach, and Riverside.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
