SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 24, 1997; (February 28, 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 February 28, 1997, American Radio Systems Corporation, a Delaware corporation
(the "Company") consummated the transactions contemplated by the Asset Exchange
Agreement, dated May 30, 1996, with Secret Communications L.P., a Delaware
limited partnership ("Secret"), pursuant to which the Company exchanged WFLN-FM
in Philadelphia, Pennsylvania for KSFM-FM and KMJI-AM in Sacramento, California
and sold WQRS-FM in Detroit, Michigan for approximately $20.0 million in cash.
The Company has been programming and marketing the Sacramento stations pursuant
to a local marketing agreement beginning in May 1996 and Secret has been
programming and marketing WFLN-FM and WQRS-FM pursuant to a local marketing
agreement beginning in June 1996.
On March 3, 1997, the Company entered into an Agreement and Plan of Merger by
and between the Company and Alta Broadcasting Company, Inc. a California
corporation ("Alta"), pursuant to which the Company agreed to acquire KEZR-FM in
San Jose, California and KLUE-FM in Soledad, California through a merger with
Alta. The consideration for the merger will be approximately $20.0 million worth
of the Company's Class A Common Stock and $4.0 million in cash. Consummation of
the merger is subject to, among other things, the approval of the Federal
Communications Commission. For more information, see the Company's press release
dated March 4, 1997, which is attached herewith as Exhibit 99.1.
On March 17, 1997, the Company consummated the transactions contemplated by the
Asset Purchase Agreement, dated July 24, 1996, with The Brown Organization, a
California corporation, pursuant to which the Company acquired substantially all
the assets of KQPT-FM and KXOA-AM/FM in Sacramento, California for approximately
$50.0 million. The Company has been programming and marketing the stations
pursuant to a local marketing agreement since August 1996. The transaction was
financed through a $5.0 million escrow deposit, and borrowings under the
Company's credit agreement. In a related transaction, in October 1996, the
Company entered into an agreement to sell KXOA-FM for approximately $27.5
million and also entered into a local marketing agreement pursuant to which the
acquirer has been programming and marketing the station since January 1997.
Consummation of the sale is subject to, among other things, the approval of the
Federal Communications Commission.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release, dated as of March 4, 1997
Exhibit 99.2 Asset Exchange Agreement, dated May 30, 1996, by
the Company and Secret Communications Limited
Partnership *
Exhibit 99.3 Merger Agreement, dated March 3,1997, by the
Company and Alta Broadcasting Company **
Exhibit 99.4 Asset Purchase Agreement, dated as of July 24,
1996, by the Company and The Brown Organization ***
* Filed as Exhibit 10.72 to the Company's Report on Form
10-Q for the quarterly period ended June 30, 1996.
<PAGE>
** To be filed as an Exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996.
*** Filed as Exhibit 10.63 to the Company's Report on Form
10-Q for the quarterly period ended June 30, 1996.
<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: March 24, 1997
Exhibit 99.1
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
(617) 375-7500
AMERICAN RADIO SYSTEMS ACQUIRES
KEZR-FM, SAN JOSE, CALIFORNIA
Boston, Massachusetts - March 4, 1997 -- American Radio Systems Corporation
(NYSE: AFM) announced today that it has reached an agreement to acquire radio
stations KEZR-FM in San Jose and KLUE-FM in Soledad, CA through a merger with
the stations' owner, Alta Broadcasting Company. The consideration for the merger
will be approximately $20,000,000 worth of American Class A Common Stock and
$4,000,000 in cash. Included in the transaction is real estate worth an
estimated $3.2 million. Consummation of the merger is subject to the approval of
the Federal Communications Commission. American Radio Systems currently owns
KSJO-FM, KUFX-FM and KBAY-FM in San Jose.
Steve Dodge, American's Chairman and CEO, stated, "KEZR is a fine radio station
which has been very capably run for many years by John and Jim Levitt. We
welcome the Levitts as shareholders of American Radio, and we look forward to
working with them in the years ahead. We continue to be very excited about the
San Jose's growth prospects, and we are committed to maintaining strong,
localized programming and to providing a high level of service to San Jose
advertisers."
Elliot Evers 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 47 FM and 24 AM stations in Boston,
Baltimore, Portland, Sacramento, Hartford, Las Vegas, Austin, Buffalo, San Jose,
West Palm Beach, Rochester, Dayton, Cincinnati and Fresno. The Company also has
options and/or agreements to buy additional radio stations in Cincinnati,
Sacramento, West Palm Beach, Rochester, and Fresno. In addition, on August 5,
1996 the Company entered into a merger agreement with EZ Communications, Inc. EZ
Communications owns and/or programs and markets 23 radio stations in seven
markets nationwide.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
