-----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, WakE1ED0JYqaoYW64cAKXIHpfy1MjLyeOnVAyjWnnRyCUn1in9W6rjsxYeygYYgV iNIvfu+feyzEAzBaSWfKBA== 0001047469-98-034658.txt : 19980916 0001047469-98-034658.hdr.sgml : 19980916 ACCESSION NUMBER: 0001047469-98-034658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980915 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21534 FILM NUMBER: 98709903 BUSINESS ADDRESS: STREET 1: 724 1ST ST N STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123383300 MAIL ADDRESS: STREET 1: 724 FIRST STREET NORTH STREET 2: FOURTH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 8-K 1 FORM 8-K 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: September 15, 1998 DATE OF EARLIEST EVENT REPORTED: September 8, 1998 CHILDREN'S BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 0-21534 41-1663712 --------- ------- ---------- (State or other (Commission File No.) (IRS Employer ID No.) jurisdiction of incorporation) 724 FIRST STREET NORTH, MINNEAPOLIS, MINNESOTA 55401 ---------------------------------------------------- (Address of principal executive offices) (612) 338-3300 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. (a) Reference is made to the Press Release issued to the public by the Registrant on September 8, 1998, and attached hereto as an exhibit, relating to the Registrant completing the sale of its Detroit AM station for $2,000,000 to 1090 Investments, L.L.C. (b) Reference is made to the Press Release issued to the public by the Registrant on September 14, 1998, and attached hereto as an exhibit, relating to the Registrant's Board of Directors authorizing a stock repurchase program pursuant to which 385,000 shares of the Registrant's common stock will be repurchased. Pursuant to the program, the Registrant has acquired all 385,000 shares at an average cost per share of $3.187, including commissions. (c) Reference is made to the cautionary statements of the Registrant, presented in the Registrant's Form 10-KSB for the year ended December 31, 1997, filed on March 31, 1998. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated September 8, 1998. 99.2 Press Release dated September 14, 1998. 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. Dated: September 15, 1998 CHILDREN'S BROADCASTING CORPORATION BY: /s/ Patrick D. Grinde --------------------- Patrick D. Grinde ITS: Chief Financial Officer EXHIBIT INDEX 99.1 Press Release dated September 8, 1998. 99.2 Press Release dated September 14, 1998. EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 CHILDREN'S BROADCASTING CORPORATION ANNOUNCES CLOSING OF SALE OF DETROIT RADIO STATION MINNEAPOLIS, MN, SEPTEMBER 8 - Children's Broadcasting Corporation (CBC, Nasdaq National Market: AAHS) announced today that it had closed upon the sale of the assets of its Detroit radio station, WCAR (AM), to 1090 Investments, L.L.C. for $2 million. The sale of ten radio stations to Catholic Radio Network, LLC for $57 million is expected to occur in September, and the sale of CBC's final 2 radio stations for $4.7 million to Salem Communications Corporation is expected to occur in October. Certain statements in this press release constitute "forward-looking statements" within the meaning of the private Securities Litigation Reform Act of 1995. In particular, statements contained herein regarding the Company's future outlook and opportunities are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of Children's Broadcasting Corporation, and which may cause actual results to differ from those projected. Children's Broadcasting Corporation, the creator of "Aahs World Radio is the owner of 44.1% of the outstanding shares of Harmony Holdings, Inc. (Nasdaq: HAHO), one of the largest television commercial production companies in the U.S. # # # EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 CHILDREN'S BROADCASTING CORPORATION ANNOUNCES STOCK REPURCHASE PROGRAM MINNEAPOLIS, Sept. 14. Children's Broadcasting Corporation ("CBC") (Nasdaq: AAHS) announced today that its board of directors has authorized a stock repurchase program pursuant to which up to 400,000 shares of CBC's common stock may be repurchased. Pursuant to the program, CBC has acquired 385,000 shares, or approximately 5.6% of its outstanding common stock, at an average cost per share of approximately $3.187, including commissions. Repurchased shares are considered authorized but unissued. Following the repurchases to date, CBC had 6,484,004 shares of common stock issued and outstanding. Christopher T. Dahl, CBC's president and chief executive officer, stated that the board of directors believes the repurchase program reflects CBC's opinion that its common stock is undervalued in the market and represents a good investment. CBC, the creator of Aahs World Radio (SM), is the owner of 44.1% of the outstanding shares of Harmony Holdings, Inc. (Nasdaq: HAHO), one of the largest television commercial production companies in the United States. # # # -----END PRIVACY-ENHANCED MESSAGE-----