8-K

 
                                 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):  July 8, 1996



                         ADDVANTAGE MEDIA GROUP, INC.
            (Exact name of Registrant as specified in its charter)



    Oklahoma                       1-10799                   73-1351610
    --------                       -------                   ----------
(State or other                (Commission File          (I.R.S. Employer
jurisdiction of                    Number)               Identification No.
incorporation)


                            5100 East Skelly Drive
                          Meridian Tower, Suite 2800
                             Tulsa, Oklahoma 74135
                                (918) 665-8414
              (Address, including Zip Code, and telephone number,
       including area code, of Registrant's principal executive offices)

 
ITEM 5.  Other Events.

     The information included in Exhibit 99.1 to this Current Report on Form 8-K
is incorporated herein by reference.



                                   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 thereunto duly authorized.


                                     ADDVANTAGE MEDIA GROUP, INC.


July 10, 1996                        By: \s\ Charles H. Hood
                                        ---------------------------------
                                                 Charles H. Hood
                                                 President

 
                                 EXHIBIT INDEX

 
Exhibit Number              Description
- - --------------              -----------            
 
99.1.....................   Press Release dated July 8, 1996

EX-99.1

 
                                                                    Exhibit 99.1

FOR RELEASE:  IMMEDIATELY
CONTACT:      CHARLES H. HOOD (918) 665-8414
              GARY W. YOUNG (918) 665-8414


                    ADDVANTAGE MEDIA GROUP, INC. ANNOUNCES
              COMMUNICATIONS WITH WAL-MART STORES, INC. REGARDING
               CONTRACT FOR PLACEMENT OF SHOPPERS CALCULATORS IN
                             WAL-MART SUPERCENTERS

TULSA, OKLAHOMA, JULY 8, 1996. . . ADDVANTAGE MEDIA GROUP, INC. (OTC BULLETIN
BOARD: ADDM) announced today that it participated in a meeting held on July 1,
1996 called at the request of David Glass, President and Chief Executive Officer
of Wal-Mart Stores, Inc. regarding the agreement between Wal-Mart and ADDvantage
Media which provides for the installation of Shoppers Calculators on the
shopping carts in all of the Wal-Mart Supercenters. There has been
correspondence between the parties since the meeting addressing and elaborating
on certain of the issues raised in the meeting.

Effective September 1, 1995, ADDvantage Media and Wal-Mart entered into an
agreement pursuant to which ADDvantage Media agreed to install Shoppers
Calculators on the shopping carts located in all of the Wal-Mart Supercenters.
Under the agreement, Wal-Mart has agreed to pay ADDvantage Media, before October
1, 1998, revenues totalling $23,554,800.  Payments are to be made at the rate of
$2,700 per four-week advertising cycle for each Supercenter in which ADDvantage
Media has completed the installation of calculators.  Under the terms of the
agreement, Wal-Mart is responsible for selling the advertising to be placed on
the calculators.  Recently, Wal-mart requested that ADDvantage Media assume the
advertising sales responsibility during the initial phase of the agreement
(ADDvantage Media has such responsibility in the second phase of the agreement
which commences when the full amount of revenues guaranteed by Wal-Mart are
received by ADDvantage Media).  While no formal agreement has been reached by
the parties regarding this point, there have been discussions which are expected
to lead to such an agreement and ADDvantage Media has begun preparations for the
assumption of the sales responsibility.  At July 1, 1996, ADDvantage Media had
installed calculators in a total of approximately 230 Supercenters and Wal-Mart
had paid ADDvantage Media approximately $2,384,000 of the total revenues
guaranteed under the agreement.

At the meeting the view was expressed by Mr. Glass that the arrangement may not
be beneficial to Wal-Mart and he initially suggested terminating the
installation of additional Supercenters.  His principal concern was that the
advertising revenues expected to be generated through the Shoppers Calculator
program would not provide Wal-Mart with new advertising revenues, but would only
re-allocate promotional dollars already available to Wal-Mart. It was his
assertion that the advertising revenues were expected by Wal-Mart to be
"national media" advertising dollars not otherwise available to Wal-Mart.  Mr.
Glass indicated that his concerns are based on his personal review of the
program. At the meeting and through the subsequent correspondence, Mr. Glass
asked ADDvantage Media to provide evidence disproving his concerns.  It was
further asserted that if it is determined that there are not new sources of
advertising revenues available

 
for the program, Wal-Mart may have grounds to rescind the agreement.   After
considering input from ADDvantage Media during the meeting regarding the
agreement and ADDvantage Media's position regarding the concerns expressed, it
was stated in the meeting and in subsequent correspondence that the concerns are
those of Mr. Glass personally and that no official decision has yet been made or
official position taken by Wal-Mart.  The subsequent correspondence from Wal-
Mart indicates a general understanding on the part of Wal-Mart that the current
installation of the calculators will not be interrupted, that at some reasonable
time in the future ADDvantage Media will respond to the expressed "revenue
source" concerns and that Wal-Mart will at that time re-evaluate the Shoppers
Calculator program.

ADDvantage Media believes that the advertising revenues generated by the
Shoppers Calculator program will represent revenues not otherwise available to
Wal-Mart under its existing vendor arrangements, but it is not certain what
evidence can be provided which would convincingly establish this premise.
ADDvantage Media has requested additional information from Wal-Mart regarding
the sources of its concerns and the types of information that it desires in this
regard.  ADDvantage Media also believes that under the terms of the agreement it
has no obligation to present such evidence.  Nevertheless, it is ADDvantage
Media's current intent to work with Wal-Mart in an effort to address its
concerns.  It is not certain what action Wal-Mart might take if it decides that
the advertising revenues generated by the program do not represent revenues
otherwise available to Wal-Mart. The possible actions range from bringing an
action to rescind the agreement to simply not extending the agreement beyond its
current term.  It is possible that Wal-Mart may seek to renegotiate the terms of
the agreement to reduce its burdens thereunder (which could reduce the benefits
to ADDvantage Media correspondingly).  ADDvantage Media intends to take all
action that it deems necessary or appropriate to enforce the agreement and Wal-
Mart's obligations and commitments thereunder.  If Wal-Mart were to terminate
its performance under the agreement, it is possible that ADDvantage Media could
not continue as a going concern, even if it were successful in obtaining a
judgment against Wal-Mart for a breach of the agreement, and it is uncertain
whether ADDvantage Media could obtain any judgment which would sufficiently
compensate it and its shareholders for the loss to ADDvantage Media's business
prospects which would result from Wal-Mart's nonperformance.  If Wal-Mart were
successful in any action brought to rescind the agreement, ADDvantage Media
would not receive any recovery or value under the agreement and most likely
would be forced to seek protection under the federal bankruptcy laws.

Charles H. Hood, President of ADDvantage Media, stated, "In light of this
development, ADDvantage Media will defer its original plans to call for a
redemption of its outstanding warrants until its relationship with Wal-Mart can
be clarified.  We intend to work closely with Wal-Mart to address its concerns
but we also intend to be very diligent in preserving and protecting ADDvantage
Media's rights under the agreement."

ADDvantage Media is a marketing company with a primary focus on in-store, point-
of-sale consumer advertising.  ADDvantage Media has a unique proprietary
product, the Shoppers Calculator, a solar-powered calculator that attaches
directly to the handle of a shopping cart.  The calculator also carries an
advertising display area.