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):
October 16, 1997 (October 4, 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 October 4, 1997, American Tower Systems, Inc. ("ATS") a wholly-owned
subsidiary of American Radio Systems Corporation (the "Company"), entered into
an Asset Purchase Agreement with Tucson Communications Company, L.P., a
California limited partnership ("Tucson"), pursuant to which ATS will acquire
substantially all the assets of Tucson, an operator of six communication towers
located on one site in Tucson, Arizona, for a purchase price of approximately
$12.3 million. For more information see the Company's press release, dated
October 6, 1997, which is attached herewith as Exhibit 99.1.
On October 6, 1997, ATS entered into a Stock Purchase Agreement with
OPM-USA, Inc. ("OPM"), a Florida corporation, pursuant to which ATS will
purchase all of the outstanding stock of OPM for a maximum consideration of
approximately $105.0 million. OPM owns, leases and operates communication towers
in the southeastern United States (primarily Florida) and is engaged in the
business of managing communication sites for third parties. The purchase price
is contingent upon OPM's ability to attain certain targets relating to the
number of towers completed and the run-rate operating cash flow produced by
those towers. For more information see the Company's press release, dated
October 6, 1997, which is attached herewith as Exhibit 99.1.
On October 9, 1997, ATS consummated the transaction contemplated by the
Asset Purchase Agreement, dated July 8, 1997 between ATS and Diablo
Communications, Inc. ("Diablo") (the "Diablo Agreement") and an Asset Purchase
Agreement, dated July 8, 1997 between ATS and Diablo Communications of Southern
California, Inc. ("Diablo Southern California") (the "Diablo Southern California
Agreement") to purchase tower sites and two tower site management businesses for
an aggregate purchase price of $40,500,000, in the case of Diablo, and
$4,500,000, in the case of Diablo Southern California, subject in each case to
certain adjustments described in Section 2.3 of both the Diablo Agreement and
the Diablo Southern California Agreement, which are incorporated by reference to
the Company's Report on Form 10- Q for the quarterly period ended June 30, 1997.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of October 6, 1997
Exhibit 99.2 - Asset Purchase Agreement, dated July 8, 1997, by and
between ATS and Diablo Communications, Inc.*
Exhibit 99.3 - Asset Purchase Agreement, dated July 8, 1997, by and
between ATS and Diablo Communications of Southern
California, Inc.**
* Filed as Exhibit 10.4a to the Company's Report on Form 10-Q
for the quarterly period ended June 30, 1997.
** Filed as Exhibit 10.4c to the Company's Report on Form 10-Q
for the quarterly period ended June 30, 1997.
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<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)
Date: October 16, 1997 By: /s/ Justin D. Benincasa
Justin D. Benincasa
Vice President and
Corporate Controller
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EXHIBIT 99.1
[LOGO]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
Tel: (617) 375-7500
AMERICAN TOWER SYSTEMS ACQUIRES
OPM-USA, INC.
Fairfax, Virginia--October 6, 1997--American Tower Systems, Inc. (ATS), a
wholly-owned subsidiary of American Radio Systems Corporation (NYSE: AFM),
announced today that it has reached an agreement to acquire OPM-USA, Inc.
("OPM"). OPM is one of the fastest growing tower companies in the United States,
with 54 towers currently operating and 36 towers due to be completed by year-end
1997. In addition, OPM is in the process of developing an additional 160 towers
which are due to be constructed during 1998. All of OPM's towers are located
along major highways in the southeastern United States (primarily Florida), and
are intended to service the needs of various providers of non-broadcast wireless
communications services.
American Tower Systems will be purchasing the outstanding stock of OPM for a
maximum consideration of approximately $105,000,000, the majority of which will
be paid in 1998. This amount is contingent upon OPM's ability to attain certain
targets relating to the number of towers completed and the run-rate operating
cash flow produced by those towers. ATS also has agreed to fund certain capital
expenditures relating to the development of the roughly 190 towers, which is
expected to occur over the next 12 to 16 months.
In a separate transaction, American Tower has agreed to purchase six towers in
Tucson, Arizona from Tucson Communications Company. These towers are all located
on one site, which is the pre-eminent broadcasting site in Tucson. The towers
will be acquired for approximately $12,300,000.
Steve Dodge, CEO of American Tower, stated, "These are two important steps in
our pursuit of undisputed leadership in this very young and explosive industry."
American Tower Systems develops, acquires, manages and markets antenna sites for
the wireless communications industry. Pending the closing of all announced
transactions, ATS will own and/or manage approximately 921 communications sites
throughout the United States. ATS is headquartered in Fairfax, Virginia, with
regional offices in Massachusetts, Connecticut, New Jersey, Pennsylvania,
Washington, D.C., South Carolina, Florida, Texas and California.
<PAGE>
On September 19, 1997, American Radio Systems entered into a merger agreement
with Westinghouse Electric Corporation pursuant to which its radio operations
will become a wholly owned subsidiary of Westinghouse. Consummation of the
transaction is subject to regulatory approval. Prior to and as a condition of
the merger, American Radio Systems will distribute to its shareholders its
communications tower business.
AMERICAN TOWER SYSTEMS MANAGEMENT WILL BE CONDUCTING A CONFERENCE CALL AT 2:00
P.M. (EST) (1-800-288-8974) ON MONDAY, OCTOBER 6, 1997 AND WILL BE AVAILABLE FOR
QUESTIONS. A RECORDING OF THE CALL WILL BE AVAILABLE AT 1-800-475-6701 (Access
Code 359401) BEGINNING AT 6:30 P.M. ON OCTOBER 6 AND ENDING ON OCTOBER 20 AT
11:59 P.M. FOR THOSE PARTIES UNABLE TO LISTEN TO THE LIVE CALL.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
