-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJmGLvjkWi/FsAVWHWkglbPaKSvZtl4dy2FR0Fqerb8GQuKAjP0/kkQy1RTkuKtr np4AfOVL7U17fEqPuKkdgw== 0001017918-96-000021.txt : 19961211 0001017918-96-000021.hdr.sgml : 19961211 ACCESSION NUMBER: 0001017918-96-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961210 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RADIO SYSTEMS CORP /MA/ CENTRAL INDEX KEY: 0000943581 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 043196245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45351 FILM NUMBER: 96678719 BUSINESS ADDRESS: STREET 1: 116 HUNTINGTON AVE CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6173757500 MAIL ADDRESS: STREET 1: 116 HUNTINGTON AVE STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RADIO SYSTEMS CORP /MA/ DATE OF NAME CHANGE: 19950620 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RADIO SYSTEMS CORP DATE OF NAME CHANGE: 19950406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* AMERICAN RADIO SYSTEMS CORPORATION ----------------------------------------------------- (Name of Issuer) CLASS A ----------------------------------------------------- (Title of Class of Securities) 029161106 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 1996 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) Amendement No. 1 to Schedule 13D (continued) CUSIP No. 029161106 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 225,000 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,881,800 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 225,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,881,800 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,106,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: American Radio Systems Corporation (b) Address of Issuer's Principal Executive Offices: 116 Huntington Avenue Boston, MA 02116 (c) Title and Class of Securities: Class A Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns no shares of the issuer directly. As General Partner of Baron Capital Partners, L.P., and Baron Investment Partners, L.P., investment partnerships, (the "Partnerships"), Ronald Baron directed the purchase of 225,000 shares for the accounts of the Partnerships for an aggregate purchase price of $5,924,945. Those shares were paid for by cash assets in the Partnerships' accounts and by margin borrowings pursuant to the standard margin agreement of Spear, Leeds & Kellogg. An additional 1,490,300 shares were purchased for an aggregate purchase price of $43,003,276 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 391,500 shares were purchased for an aggregate purchase price of $10,800,949 for the accounts of investment advisory clients of Baron Capital Management, Inc. ("BCM") a registered investment adviser controlled by Ronald Baron. All of those shares were paid for by cash in the accounts of the investment companies and advisory clients. Page 4 of 7 Pages Item 4. Purpose of Transaction No material change. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i)1,881,800 shares in his capacity as a controlling person of BAMCO and BCM. Reporting Person disclaims that he is the beneficial owner of these shares. (ii) 225,000 shares in his capacity as General Partner of the Partnerships. (iii) no shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 225,000 (ii) shared power to vote or direct the vote: 1,881,800 (iii) sole power to dispose or to direct the disposition: 225,000 (iv) shared power to dispose or direct the disposition: 1,881,800 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of the Partnerships. (c) A schedule of transactions effected in the last seven days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund owns 1,265,300 (8.7%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. Page 5 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change. Item 7. Material to be Filed as Exhibits Exhibit 99 - 7 days of trading. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 10, 1996 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 7-DAY TRANSACTION SCHEDULE Transaction Schedule From 12-03-96 To 12-10-96 Acct Exec. Date ID Acty Qty Price - -------- ---- ---- ----- ------ 12-03-96 bcm4 by 1,200 27.2500 12-03-96 bcm4 by 17,500 27.2768 12-03-96 bcm4 by 42,500 27.2316 12-04-96 baf by 9,600 26.8438 12-04-96 baf by 17,500 26.8750 12-04-96 bcm4 by 5,400 26.8438 12-04-96 bcm4 by 5,000 26.8438 12-05-96 baf by 60,000 27.0830 12-05-96 baf by 5,000 27.2500 12-09-96 baf by 23,500 27.0806 12-09-96 baf by 45,000 27.1250 12-09-96 bcm4 by 4,000 27.0806 12-09-96 bcm4 by 9,500 27.0806 12-09-96 bcm4 by 10,000 27.0806 12-09-96 bcm4 by 5,000 27.0806 12-09-96 bcm4 by 5,000 27.2500 12-09-96 bcp by 10,000 27.0806 12-10-96 baf by 4,700 27.0000 -----END PRIVACY-ENHANCED MESSAGE-----