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):
February 6, 1998 (January 23, 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
1. On January 27, 1998, American Tower Systems (Delaware), Inc. (formerly known
as American Tower Systems, Inc. ("ATSI")), an indirect wholly-owned subsidiary
of American Radio Systems Corporation ("ARS"), consummated the transactions
contemplated by the Asset Purchase Agreement, by and between ATSI and Tucson
Communications Company, L.P., ("Tucson"), a California limited partnership,
dated October 4, 1997, pursuant to which ATSI acquired a communications site
with six towers in Tuscon, Arizona for approximately $12.0 million. The purchase
price was financed with borrowings under the ATSI credit facility.
2. On January 23, 1998 ATSI entered into an Asset Purchase Agreement, dated as
of January 23, 1998, by and among ATSI, Midcontinent Media, Inc., a South Dakota
corporation ("Midcontinent"), Midcontinent Teleport Co., a South Dakota
corporation and a wholly-owned subsidiary of Midcontinent ("MTC"), Wit
Communications, Inc., a Delaware corporation and a wholly-owned subsidiary of
MTC ("WIT"), and Washington International Teleport, Inc., a Delaware corporation
and a wholly owned subsidiary of WIT, pursuant to which ATSI agreed to acquire
substantially all the assets of WIT for a purchase price of approximately $30.5
million. WIT is a local provider of video transport operations, transmitting and
receiving voice, video and data by satellite and terrestrial networks. For more
information, see the ATSI press release, dated January 23, 1998, which is
attached herewith as Exhibit 99.1.
3. On February 4, 1998, ARS announced the expiration of its Consent Solicitation
with respect to its 11 3/8% Cumulative Exchangeable Preferred Stock ("Cumulative
Preferred Stock"). An overwhelming majority (2,105,547) of the holders of the
Cumulative Preferred Stock have given the requested consent. Preferred
Stockholders who gave their consent are entitled to receive, as a consent fee,
$10.00 for each $1,000 in liquidation preference with respect to which a consent
was timely delivered. For more information, see the ARS press release, dated
February 4, 1998, which is attached herewith as Exhibit 99.2.
4. On February 5, 1998, ATSI consummated the transactions contemplated by the
Assignment of Lease, Conveyance and Bill of Sale, dated as of December 11, 1997,
by and between Pine Hill Partnership, Pine Hill II Partnership, Wolf Mountain
Partnership, Mount Woodson Partnership, I.E. Bayley Trust, William C. Bayley,
Trustee, Sacramento Telecom I Partnership, Westsite Chico I Partnership, Davis
Dixson Tower, Sunrise/Mather Tower Partnership, John P. Ryan and William C.
Bayley and the related Addendums to Assignment of Leases dated January 22, 1998
with ATSI. Pursuant to these addendums, ATSI acquired 11 communications tower
sites in northern California for approximately $11.8 million. The purchase price
was financed with borrowings under the ATSI credit facility.
Item 7. Financial Statements and Exhibits
(c). Exhibits
Exhibit 99.1 - ATSI Press Release, dated January 23, 1998.
Exhibit 99.2 - ARS Press Release, dated February 4, 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: February 6, 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
AGREES TO PURCHASE WASHINGTON INTERNATIONAL TELEPORT
Boston, Massachusetts--January 23, 1998--American Tower Systems Corporation
(ATS), a wholly-owned subsidiary of American Radio Systems Corporation (NYSE:
AFM), announced today that it has reached an agreement to acquire the assets of
Washington International Teleport (WIT) from Midcontinent Media. The purchase
price will be approximately $30.5 million. WIT, located in the Washington D.C.
area is a local provider of video transport operations, transmitting and
receiving voice, video and data by satellite and terrestrial networks.
Alan Box, Chief Operating Officer of ATS, commented "We are pleased to announce
this acquisition of another leading teleport company. The addition of WIT
combined with our acquisition of Micronet last year continues to build our
presence in the video transport business, which is very profitable and
synergistic with our investment in towers."
ATS develops, acquires, manages and markets antenna sites for the wireless
communications industry. Assuming the closing of all announced transactions, ATS
will own and/or manage over 1,750 communications sites throughout the United
States. ATS is headquartered in Boston and maintains regional offices in
Massachusetts, 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. Around the same time and as a condition of the CBS merger,
American Radio Systems will distribute to its common shareholders the stock of
ATS.
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EXHIBIT 99.2
[American Radio Systems Letterhead]
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Bruce Danziger, Director
of Investor Relations
Tel: (617) 375-7500
AMERICAN RADIO SYSTEMS SUCCESSFULLY
COMPLETES CONSENT SOLICITATION
Boston, Massachusetts--February 4, 1998--American Radio Systems Corporation
(NYSE:AFM) announced today that its Consent Solicitation with respect to its
113/8% Cumulative Exchangeable Preferred Stock ("Cumulative Preferred Stock")
expired today at 5:00 p.m. Eastern Standard Time. A substantial majority of the
holders of the Cumulative Preferred Stock have given the requested consents.
American Radio Systems Corporation began trading shares publicly in June, 1995.
The Company owns and/or programs and markets approximately 90 radio stations in
Boston, Seattle, Cincinnati, Baltimore, Pittsburgh, Portland, Sacramento, St.
Louis, Charlotte, Kansas City, Hartford, Las Vegas, Austin, Buffalo, San
Francisco/San Jose, West Palm Beach, Austin and Riverside. The Company also has
options and/or agreements to buy additional radio stations in Portland, San
Francisco/San Jose, West Palm Beach, Austin and Riverside.
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. Around the same
time and as a condition of the merger, American Radio Systems will distribute to
its shareholders its communications tower business.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575
