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):
April 18, 1997 (March 31, 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 2. Acquisition and Disposition of Assets
On April 4, 1997, American Radio Systems Corporation (the "Company")
consummated the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 5, 1996, and as amended as of September 27, 1996, (the "EZ
Merger") by and among the Company, American Merger Corporation and EZ
Communications, Inc. ("EZ"). Pursuant to the Merger Agreement, the Company
issued 8,343,508 shares of American Class A Common Stock, paid approximately
$108.9 million in cash and assumed approximately $223.0 million in long-term
debt, of which approximately $73.0 million was paid at closing. The merger was
financed through the issuance of $311.0 million of common stock and
approximately $188.0 million of borrowings under the Company's credit agreement.
For more information see the Company's press release dated April 7, 1997 which
is attached herewith as Exhibit 99.1 and incorporated by reference herein.
Item 5. Other Events
On April 17, 1997, the Company consummated the transactions
contemplated by the Asset Purchase Agreement dated July 23, 1996 with D & V
Equinox XX, a California corporation, pursuant to which the Company acquired
substantially all the assets of KOQO-AM/FM in Fresno, California for
approximately $6.0 million. The acquisition was financed through a $1.0 million
escrow deposit, and borrowings under the Company's credit agreement.
On April 11, 1997, the Company consummated the transactions
contemplated by the Asset Exchange Agreement dated December 17, 1996 by and
among the Company, American Radio Systems License Corp. and Citicasters Co., an
Ohio corporation, pursuant to which the Company exchanged substantially all the
assets of WHAM-AM, WVOR-FM and WHTK-AM, in Rochester, New York, together with
approximately $16.0 million for the assets of WKRQ-FM in Cincinnati, Ohio. The
exchange was financed through borrowings under the Company's credit agreement.
The Company began programming and marketing WKRQ-FM pursuant to a local
marketing agreement in March 1997.
On April 11, 1997, the Company consummated the transactions
contemplated by the Asset Purchase Agreement dated December 17, 1996 with
Brighton Broadcasting, L.P., a New York Limited Partnership, pursuant to which
the Company acquired substantially all the assets of WNZE-AM (formerly WAQB-AM)
in Rochester, New York for approximately $3.5 million. The acquisition was
financed through a $0.35 million escrow deposit and borrowings under the
Company's credit agreement.
On April 11, 1997, the Company consummated the transactions
contemplated by the Asset Exchange Agreement dated as of March 18, 1996, as
amended by Amendment No. 1 to the Asset Exchange Agreement, dated as of January
31, 1997, and as amended by Amendment No. 2 to the Asset Exchange Agreement,
dated as of March 25, 1997, by and among Professional Broadcasting,
Incorporated, a wholly-owned subsidiary of the Company which, prior to the EZ
Merger, was a wholly-owned subsidiary of EZ ("PBI"), EZ New Orleans, Inc., a
wholly-owned subsidiary of PBI, and HMI Broadcasting Corporation, a Delaware
corporation f/k/a Heritage Media, Inc. ("HMI"), pursuant to which PBI conveyed
substantially all of the assets of WRNO-FM, WEZB-FM, and WBYU-AM, serving New
Orleans, Louisiana, together with $7.5 million to Heritage Broadcasting Group,
Inc., an Iowa corporation and a wholly-owned subsidiary of HMI, in exchange for
substantially all of the assets of KBKS-FM (formerly KCIN-FM) and KRP-AM,
serving Seattle, Washington from HMI. The exchange was partially financed by EZ
prior to the EZ Merger, and $2.0 million borrowings under the Company's credit
agreement. In March 1996, EZ began programming and marketing the Seattle
stations and the party to the exchange agreement began programming and marketing
the New Orleans stations pursuant to local marketing agreements.
On April 3, 1997, the Company and Amaturo Group of California, Ltd., a
Florida Limited Partnership, entered into an Asset Purchase Agreement pursuant
to which the Company will acquire substantially all the assets of KFRG-FM in
Riverside/San Bernardino, California and KXFG-FM in Sun City, California for a
purchase price of approximately $60.0 million.
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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 April 3,
1997 which is attached herewith as Exhibit 99.2 and incorporated by reference
herein.
On April 2, 1997, the Company and Vista Broadcasting, Inc. consummated
the Asset Purchase Agreement with Radio Systems of Philadelphia, Inc., the
Company's wholly-owned subsidiary, dated December 12, 1996, as amended April 2,
1997, pursuant to which the Company sold substantially all the assets of KMJI-AM
in Sacramento, California for approximately $1.5 million.
On March 31, 1997, the Company consummated the transactions
contemplated by the Asset Purchase Agreement dated February 3, 1997 with Amaturo
Group of Texas, Ltd., a Florida Limited Partnership, pursuant to which the
Company acquired substantially all the assets of KKMJ-FM, KAMX-FM (formerly
KPTY-FM) and KJCE-AM in Austin, Texas for approximately $28.7 million. The
acquisition was financed through a $3.0 million escrow deposit and borrowings
under the Company's credit agreement. The Company has been programming and
marketing the stations pursuant to a local marketing agreement since September
1, 1995.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after April
19, 1997.
(b) Pro Forma Financial Information
As of the date of this filing of this Current Report on 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8- K no later than
60 days after April 19, 1997.
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of April 7, 1997
Exhibit 99.2 - Press Release, dated as of April 3, 1997
Exhibit 99.3 - Agreement and Plan of Merger with EZ *
Exhibit 99.4 - Asset Purchase Agreement, dated December 17,
1996, by the Company and Brighton Broadcasting, Inc.**
Exhibit 99.5 - Asset Purchase Agreement, dated February 3,
1997, by the Company and Amaturo of Group of Texas,
Ltd.***
Exhibit 99.6 - Asset Exchange Agreement, dated December 23,
1996, by the Company and Citicasters Co.****
* Incorporated by reference to Appendix I of the Prospectus which
is part of the Company's Registration Statement on Form S-4 filed
with the SEC on October 31, 1996 (File No. 333-15231).
** Filed as Exhibit 10.98 to the Company's Report on Form 10-K for
the year ended December 31, 1996.
*** Filed as Exhibit 10.105 to the Company's Report on Form 10-K for
the year ended December 31, 1996.
**** Filed as Exhibit 10.99 to the Company's Report on Form 10-K for
the year ended December 31, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registration 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: April 18, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
(617) 375-7500
AMERICAN RADIO SYSTEMS CLOSES
MERGER WITH EZ COMMUNICATIONS
Boston, Massachusetts - April 7, 1997 -- American Radio Systems Corporation
(NYSE: AFM) announced today that it has completed its merger with EZ
Communications Inc. of Fairfax, VA effective April 4, 1997. Harris Trust Company
of New York, the exchange agent for the merger, will send all stockholders of
record of EZ as of the close of business on April 4, 1997 instructions on how to
exchange their shares for shares of American Radio Class A Common Stock pursuant
to the exchange ratio. EZ stockholders should direct any questions regarding the
exchange to Harris Trust at (212) 701-7624.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets 66 FM and 30 AM stations in Boston,
Seattle, Cincinnati, Baltimore, Pittsburgh, Portland, Sacramento, St. Louis,
Charlotte, Kansas City, Hartford, Las Vegas, Austin, Buffalo, San Jose, West
Palm Beach, Rochester, Dayton, and Fresno. The Company also has options and/or
agreements to buy additional radio stations in Cincinnati, San Jose, Pittsburgh,
Charlotte, West Palm Beach, Rochester, Fresno and San Bernardino.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
(617) 375-7500
AMERICAN RADIO SYSTEMS ACQUIRES
KFRG-FM, SAN BERNARDINO, CALIFORNIA
Boston, Massachusetts - April 3, 1997 -- American Radio Systems Corporation
(NYSE: AFM) announced today that it has reached an agreement to acquire radio
stations KFRG-FM in Riverside/San Bernardino, CA, and KXFG-FM in Sun City, CA
from Amaturo Group of California, Ltd. The stations will be acquired for
approximately $60,000,000. Consummation of the transaction is subject to
regulatory approval.
Steve Dodge, American's Chairman and CEO, stated, "Acquiring KFRG-FM gives us
strong access to another dynamic growth market. Already 26th ranked among metros
nationally, Riverside/San Bernardino is California's fastest growing area. And
KFRG is a well-run and successful Country radio station, arguably one of the
nation's best. We appreciate the fine job Joe Amaturo and General Manager Tom
Hoyt have done building this market leader."
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, 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
