3099
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G\A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
AMERICAN RADIO SYSTEMS CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
029161 10 6
(CUSIP Number)
- --------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
<PAGE>
SCHEDULE 13G
CUSIP No. 029161 10 6 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stoner Broadcasting System ESOP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
5 SOLE VOTING POWER
NUMBER OF
SHARES 328,523
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
328,523
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,523
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.12%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 029161 10 6 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
American Radio Systems Corporation
Item 2(a). Address of Issuer's Principal Executive Offices:
116 Huntington Avenue, Boston, MA 02116
Item 2(a). Name of Person Filing:
Stoner Broadcasting System ESOP
Item 2(b). Address of Principal Business Office or, if None, Residence:
1167 Huntington Avenue, Boston, MA 02116
Item 2(c). Citizenship:
Massachusetts
Item 2(e). CUSIP Number:
029161 10 6
Item 3. If this statement is filed pursuant to Rules 13d-19(b), or
13d-2(b), check whether person filing is a:
Not applicable.
Item 4. Ownership.*
(a) Amount beneficially owned:
328,523
(b) Percent of class:
2.12%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
328,523
<PAGE>
SCHEDULE 13G
CUSIP No. 029161 10 6 13G Page 4 of 5 Pages
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or direct the disposition of
328,523
(iv) Shared power to dispose or to direct the disposition of
-0-
* All share ownership figures are for the Class B Common Stock
of American Radio Systems Corporation which is convertible on
a one-for-one basis into the Class A Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP No. 029161 10 6 13G Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
current.
February 14, 1997
\s\ Michael B. Milsom
Michael B. Milsom, as Trustee of
the Stoner Broadcasting System ESOP
