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): May 30, 1997 (May 14, 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 5. Other Events
On May 28, 1997, American Radio Systems Corporation, a Delaware Corporation,
(the "Company"), entered into an Asset Purchase Agreement with Paxson
Communications of West Palm Beach, Inc., a Florida corporation, pursuant to
which the Company will sell substantially all the assets of WKGR- FM, WOLL-FM,
WBZT-AM, and WEAT-AM serving West Palm Beach, Florida for approximately $33.0
million. 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 May 28, 1997, which is attached herewith
as Exhibit 99.1.
On May 27, 1997, the Company entered into an Asset Purchase Agreement with
Precision Media Corporation, a Delaware corporation, pursuant to which the
Company will acquire substantially all the assets of WERZ-FM, WMYF-AM, WSRI-FM,
and WZNN-AM serving Portsmouth, New Hampshire for approximately $6.0 million.
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 May 28,
1997, which is attached herewith as Exhibit 99.1.
On May 15, 1997, the Company, as successor to EZ Communications, Inc. ("EZ"),
consummated the transactions contemplated by the Asset Exchange Agreement dated
December 5, 1996 by and among EZ, Professional Broadcasting Incorporated, EZ
Philadelphia, Inc., Evergreen Media Corporation of Los Angeles, Evergreen Media
Corporation of Charlotte, Evergreen Media of Corporation of the East, Evergreen
Media Corporation of Carolinaland and WBAV/WBAV-FM/WPEG License Corp. and WRFX
License Corp. pursuant to which the Company exchanged substantially all the
assets of WIOQ-FM and WUSL-FM in Philadelphia, Pennsylvania for WRFX-FM,
WPEG-FM, WBAV-FM, WBAV-AM and WFNZ-AM serving Charlotte, North Carolina. The
Company also consummated the Asset Purchase Agreement dated as of December 5,
1996 by and among EZ, Professional Broadcasting Incorporated, EZ Charlotte, Inc.
Evergreen Media Corporation of Los Angeles, Evergreen Media Corporation of the
East and Evergreen Media Corporation of Carolinaland, pursuant to which the
Company acquired substantially all the assets of WNKS serving Charlotte, North
Carolina for approximately $10.0 million. The asset purchase agreement was
financed through borrowings under the Company's credit agreement.
In a related transaction, the Company then transferred all the assets of WRFX-FM
to an independent and insulated trustee. The transfer was required pursuant to
the February 1997 consent decree with the seller and the Antitrust Division of
the U.S. Department of Justice which required the Company to dispose of the
station to comply with the FCC's multiple ownership rules.
On May 14, 1997, the Company entered into an Asset Purchase Agreement with
Greater Boston Radio, Inc., a Delaware corporation, pursuant to which the
Company will acquire substantially all the assets of WNFT-AM in Boston,
Massachusetts for approximately $4.5 million. 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 May 15, 1997, which is attached herewith
as Exhibit 99.2.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of May 28, 1997
Exhibit 99.2 - Press Release, dated as of May 15, 1997
Exhibit 99.3 - Asset Exchange Agreement, dated December 5, 1996, by
and among EZ, Professional Broadcasting, Inc., EZ
Philadelphia Inc., Evergreen Media Corporation of
Los Angeles, Evergreen Media Corporation of Charlotte,
Evergreen Media Corporation of the East, Evergreen
Media Corporation of Carolinaland, WBAV/WBAV-FM/WPEG
License Corp. and WRFX License Corp.*
Exhibit 99.4 - Asset Purchase Agreement, dated December 5, 1996, by
and among EZ, Professional Broadcasting, Inc., EZ
Charlotte, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of the East,
and Evergreen Media Corporation of Carolinaland*
* Incorporated by reference herein from the EZ Communications, Inc.
Annual Report on Form 10-K (File No. 0-16265) dated March 31,
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: May 30, 1997
EXHIBIT 99.1
[AMERICAN RADIO LOGO]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
Tel: (617) 375-7500
AMERICAN RADIO SYSTEMS ANNOUNCES SALE OF
FOUR RADIO STATIONS IN WEST PALM BEACH
AND PURCHASE OF STATIONS IN PORTSMOUTH, NH
Boston, Massachusetts--May 28, 1997--American Radio Systems Corporation
(NYSE:AFM) announced today that it has reached an agreement to sell radio
stations WKGR-FM, WOLL-FM, WBZT-AM and WEAT-AM to Paxson Communications
Corporation. The stations will be sold for approximately $33,000,000. In
addition to the cash consideration, American will receive from Paxson a
communications antenna tower located in Ft. Pierce, FL. Consummation of the
transaction is subject to regulatory approval.
Once the sale is completed, American Radio Systems will own WIRK-FM and WEAT- FM
in West Palm Beach. The Company also has options to purchase WPBZ-FM and WMBX-FM
which it expects to exercise later this year.
Steve Dodge, American's Chairman & CEO, stated, "We are retaining a strong
presence in West Palm Beach with at least four FM stations, the majority of
which have significant growth potential. We remain committed to the market, and
we're excited about its prospects for economic growth over the next several
years."
Blackburn & Co., Inc. acted as the broker in this transaction.
In a separate transaction, American Radio Systems announced that it has reached
an agreement to acquire radio stations WERZ-FM, WMYF-AM, WSRI-FM and WZNN- AM in
Portsmouth, NH from Precision Media Corporation. The stations will be acquired
for approximately $6,000,000. Consummation of the transaction is subject to
regulatory approval.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets 65 FM and 31 AM 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 Cincinnati,
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
EXHIBIT 99.2
[AMERICAN RADIO LOGO]
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 WNFT-AM, BOSTON, MA
Boston, Massachusetts--May 15, 1997--American Radio Systems Corporation
(NYSE:AFM) announced today that it has reached an agreement to acquire radio
station WNFT-AM in Boston from Greater Media, Inc. The purchase price will be
approximately $4,500,000. Consummation of the transaction is subject to
regulatory approval. American Radio Systems currently owns six stations serving
the Boston/Worcester area: WBMX-FM, WRKO-AM, WEEI-AM, WEGQ-FM, WAAF-FM and
WWTM-AM.
David Pearlman, American's Co-Chief Operating Officer, stated, "We are excited
about expanding our portfolio of stations in Boston and deriving additional
benefits from our strong existing management team. We have some interesting
programming concepts which we look forward to implementing in the near future."
Glenn Serafin of Serafin Bros., Inc. represented the seller in this transaction.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets 64 FM and 29 AM 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 Cincinnati,
Portland, San Francisco/San Jose, Pittsburgh, Charlotte, West Palm Beach, and
Riverside.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
