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):
January 9, 1998 (January 8, 1998)
AMERICAN RADIO SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26102 04-3196245
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices Zip Code)
(617) 375-7500
(Registrant's telephone number, including area code)
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Item 5. Other Events
On January 8, 1998, a Special Committee of the Board of Directors of
American Radio Systems Corporation ("American Radio") approved in principle the
terms of the sale of $80 million of common stock of its wholly-owned subsidiary,
American Tower Systems Corporation ("American Tower"), in a private placement to
certain officers, directors and other affiliates of American Radio, subject to
the execution of a definitive stock purchase agreement and the termination or
earlier expiration of the waiting period under the Hart-Scott-Rodino Act of
1976.
For more information, see American Tower's press release, dated January
8, 1998, which is attached herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c). Exhibits
Exhibit 99.1 - Press Release, dated as of January 8, 1998.
<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: January 9, 1998 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller
EXHIBIT 99.1
[American Tower Systems Letterhead]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
Tel: (617) 375-7500
AMERICAN TOWER SYSTEMS
ANNOUNCES $80 MILLION PRIVATE PLACEMENT
Boston, Massachusetts--January 8, 1998--American Tower Systems Corporation, a
wholly-owned subsdiary of American Radio Systems Corporation (NYSE: AM),
announced today that it has agreed to sell $80 million in a private placement of
its common stock to certain officers, directors, and other affiliates of
American Radio at a price of $10 per share. A Special Committee of the Board of
Directors of American Radio has approved the terms of the private placement and,
subject to the execution of a definitive stock purchase agreement and the
termination or earlier expiration of the waiting period under the
Hart-Scott-Rodino Act of 1976, the private placement is expected to close later
this month.
ATS develops, acquires, manages and markets antenna sites for the wireless
communications industry. Assuming the closing of all announced transactions,
American Tower will own and/or manage over 1,600 communications sites throughout
the United States. American Tower is headquartered in Boston and maintains
regional offices in Connecticut, New Jersey, Pennsylvania, Washington, D.C.,
Virginia, South Carolina, Florida, Texas and California.
On September 19, 1997, American Radio Systems entered into a merger agreement
with CBS Corporation pursuant to which its radio operations will become a wholly
owned subsidiary of CBS. Consummation of the transaction is subject to
regulatory approval and is expected in the Spring of this year. Pursuant to the
CBS Merger, American Radio Systems will distribute to its common shareholders
the stock of ATS owned by it.
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116 Huntington Avenue, Boston, MA 02116
Phone: (617) 375-7500 Fax: (617) 375-7575
