-----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, HT1J4wqg1GOkY63g8WATYp7z3lGEJKjX5XVN/z2SnYyTBLoanvS2rTJ7gevDyqAq iqQw8urcRhfloHkO4+UXtA== 0001104659-06-021405.txt : 20060331 0001104659-06-021405.hdr.sgml : 20060331 20060331172633 ACCESSION NUMBER: 0001104659-06-021405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060329 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14461 FILM NUMBER: 06730164 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 8-K 1 a06-8206_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

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):  March 29, 2006

 

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania

 

001-14461

 

23-1701044

(State or Other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

401 City Avenue, Suite 809

 

 

Bala Cynwyd, Pennsylvania

 

19004

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (610) 660-5610

 

 

(Former Address of Principal Executive Offices)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 7.01.                  Regulation FD Disclosure

 

The information disclosed in this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of the Securities Exchange Act of 1934.

 

On Wednesday March 29, 2005 at the Bank of America Media, Telecommunications and Entertainment Conference, Steve Fisher, the Executive Vice President & Chief Financial Officer of Entercom Communications Corp. (the “Company”), was asked a question about the lawsuit filed by the New York State Attorney General against the Company and certain of its subsidiaries.  In response to the question, Mr. Fisher said that the Attorney General’s complaint  “did not allege payola...  go to the New York Attorney General’s website and you will not see payola in the complaint.” He also stated that “[we said at the time the complaint was filed], we do not think we did anything wrong and we will take it to court.”

 

The Company wishes to provide this statement to clarify Mr. Fisher’s remarks.  Although the Attorney General’s complaint uses the word “payola” in several places to describe the Company’s alleged dealings with record companies, there is no cause of action in the complaint that the Company violated the federal statutes and regulations promulgated by the Federal Communications Commission (“FCC”) to deal with what is colloquially referred to as “payola.”  What is alleged by the Attorney General is that the Company’s practices violated provisions of New York State law, specifically New York General Business Law § 349, a consumer protection statute, and Executive Law § 63(12), which grants the Attorney General standing to seek an injunction against fraudulent acts. Following the filing of the complaint, the Company’s spokesperson stated that “Entercom is a company that believes in playing by the rules and does so, we have firm policies prohibiting payola ... and we enforce them.” The Company’s spokesperson also stated that, “now that the Attorney General has filed this civil action we are confident that the issues will be fully and fairly resolved by the court.”

 

The Company will take prompt steps to ensure that the clarifying information contained herein is made available on the Bank of America’s website where Mr. Fisher’s comments can be heard.

 

This Current Report on Form 8-K contains certain information regarding Entercom the Company and its business that has not been previously publicly reported and is being furnished to the Commission in order to satisfy Entercom the Company’s obligations under Regulation FD. The furnishing of this information shall not be deemed to be an admission that all or any portion of it is material. The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference in any other filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

 

SIGNATURE

 

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.

 

 

Entercom Communications Corp.

 

 

 

 

 

By:

/s/ John C. Donlevie

 

 

 

John C. Donlevie

 

 

 

Executive Vice President, Secretary and

 

 

 

General Counsel

 

 

 

 

Dated: March 31, 2006

 

 

 

 

2

 -----END PRIVACY-ENHANCED MESSAGE-----