-----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, H3scTJicToIv1+mJLUQ+CKyjfyLjlf+REmyNMwEEAwe8VxJA8g1hC4yuAeoLrtS8 mL17h7RUO+tmC0lLgoEuTA== 0001104659-06-056732.txt : 20060823 0001104659-06-056732.hdr.sgml : 20060823 20060823152245 ACCESSION NUMBER: 0001104659-06-056732 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060818 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060823 DATE AS OF CHANGE: 20060823 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: 061050866 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 a06-18549_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):  August 18, 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 1.01.      Entry into a Material Definitive Agreement

On August 18, 2006, Entercom Communications Corp. (the “Company”) entered into two separate asset purchase agreements to acquire radio stations in four markets from CBS Corporation for $262 million in cash.

Specifically, the Company entered into an asset purchase agreement with CBS Radio Stations, Inc., Texas CBS Radio, L.P. and CBS Radio, Inc. of Illinois to purchase the following radio broadcast stations for a purchase price of $220 million dollars:

Austin, TX

 

Cincinnati, OH

 

Memphis, TN

KKMJ-FM

 

WUBE-FM

 

WMC-FM

KAMX(FM)

 

WKRQ(FM)

 

WMFS(FM)

KXBT(FM)

 

WGRR(FM)

 

WMC(AM)

KJCE(AM)

 

WAQZ(FM)

 

 

 

In addition, the Company entered into an asset purchase agreement with CBS Radio Stations, Inc. to purchase the following radio broadcast stations for a purchase price of $42 million dollars:

Rochester, NY

 

 

WRMM-FM

 

 

WCMF-FM

 

 

WPXY-FM

 

 

WZNE(FM)

 

 

 

In order to meet FCC regulations the Company will be required to divest two stations in Rochester, NY.

The closing of the transactions contemplated by these asset purchase agreements is subject to the satisfaction of all of the conditions set forth in the agreements, including (i) the consent and approval of the Federal Communications Commission (“FCC”) to the proposed assignment of the licenses issued by the FCC in connection with the operation of the stations; and (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The foregoing is a summary description of the terms of the agreements and by its nature is incomplete. For further information regarding the terms and conditions of the agreements, reference is made to the complete text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

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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/ Stephen F. Fisher

 

 

 

 

Stephen F. Fisher

 

 

 

 

Executive Vice President and

 

 

 

 

Chief Financial Officer

 

Dated: August 23, 2006

 

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