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): February 2, 1996 Osborn Communications Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 	 0-16841			 06-1142367 (Commission File Number)	 (IRS Employer Identification No.) 130 Mason Street, Greenwich, Connecticut 06830 (Address of principal executive office) (Zip Code) Registrant's telephone number including area code: (203) 629-0905 (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. 	On February 2, 1996, the Registrant sold substantially all the assets of radio stations WNTQ-FM/WNDR-AM, Syracuse, New York to Pilot Communications L.L.C. for $12.5 million. The net proceeds were used to repay a portion of the Registrant's long-term debt. Item 5. Other Events. 	On December 21, 1995, the Registrant entered into an option agreement with Allbritton Communications Company ("Allbritton") for the sale of television station WJSU-TV, Anniston, Alabama. Under the terms of the option agreement, the Registrant received $10 million for an option which gives Allbritton the right to purchase substantially all the assets relating to the operations of the station for $2 million. In addition, the Registrant will receive up to $7 million upon receipt of the necessary approvals to relocate the station's broadcast transmitter to maximize broadcast coverage of the facility. Item 7. Financial Statements and Exhibits. (a)	Financial statements of businesses acquired. 	Not applicable (b)	Pro forma financial information. (1)	Pro Forma Condensed Consolidated Balance Sheet (Unaudited) as of September 30, 1995 (2)	Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the year ended December 31, 1994 (3)	Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the nine months ended September 30, 1995 (4)	Notes to Unaudited Pro Forma Financial Statements (c)	Exhibits. 	The Asset Purchase Agreement between Pilot Communications of Syracuse, Inc. and Orange Communications, Inc. dated as of September 18, 1995, previously filed as Exhibit (a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 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 hereunto duly authorized. 				OSBORN COMMUNICATIONS CORPORATION 							 (Registrant) Date: February 16, 1996		 	/s/ Thomas S. Douglas 						 (Signature) 						 Thomas S. Douglas 						 Senior Vice President and Treasurer PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On February 2, 1996, the Registrant sold substantially all the assets of radio stations WNTQ-FM/WNDR-AM, Syracuse, New York to Pilot Communications L.L.C. for $12.5 million (the "Syracuse Disposition"). The net proceeds were used to repay a portion of the Registrant's long-term debt. On December 21, 1995, the Registrant entered into an option agreement with Allbritton Communications Company ("Allbritton") for the sale of television station WJSU-TV, Anniston, Alabama (the "Anniston Option"). Under the terms of the option agreement, the Registrant received $10 million for an option which gives Allbritton the right to purchase substantially all the assets relating to the operations of the station for $2 million. In addition, the Registrant will receive up to $7 million upon receipt of the the necessary approvals to relocate the station's broadcast transmitter to maximize broadcast coverage of the facility. The net proceeds were used to repay a portion of the Registrant's long-term debt. The Heritage Acquisition consists of the purchase from Heritage Broadcast Group, Inc. ("Heritage") in June 1994 of substantially all the assets of radio stations WWNC-AM/WKSF-FM, Asheville, North Carolina; WOLZ-FM, Ft. Myers, Florida; and WFKS-FM, Daytona Beach/Palatka, Florida for $20.0 million plus transaction costs and the purchase from Heritage in August 1994 of substantially all the assets of radio stations WAAX-AM/WQEN-FM, Gadsden, Alabama for $1.75 million plus transaction costs. The Atlantic City Acquisition consists of the purchase from Radio WAYV, Inc. in March 1994 of substantially all the assets of radio station WAYV-FM, Atlantic City, New Jersey for consideration of approximately $2.5 million. The CMIF Refinancing consists of the issuance of notes payable totalling $50.0 million to World Subordinated Debt Partners, L.P., an affiliate of Citicorp Mezzanine Investment Fund ("CMIF"). The proceeds were used to fund the Heritage Acquisition, repay the Registrant's existing long-term debt and for general corporate purposes. The accompanying pro forma condensed consolidated balance sheet at September 30, 1995 assumes that the Syracuse Disposition and Anniston Option were made as of September 30, 1995. The accompanying pro forma condensed consolidated statements of operations for the year ended December 31, 1994 assumes that the Syracuse Disposition, Anniston Option, Atlantic City Acquisition, Heritage Acquisition and CMIF Refinancing occurred as of January 1, 1994. The accompanying pro forma condensed consolidated statements of operations for the nine months ended September 30, 1995 assumes that the Syracuse Disposition and Anniston Option were made as of January 1, 1995. The pretax gains resulting from the Syracuse Disposition and Anniston Option are not reflected in the accompanying pro forma condensed consolidated statements of operations. In management's opinion, the accompanying pro forma financial information is not necessarily indicative of either future results of operations or the results that might have occurred if the foregoing transactions had been consummated on the indicated dates. OSBORN COMMUNICATIONS CORPORATION					 UNAUDITED PRO FORMA CONDENSED BALANCE SHEET					 					 September 30, 1995					 	 		 Syracuse 	 Pro Forma		 	 Historical	 Disposition	 Adjustments		Pro Forma 					 ASSETS					 Cash and cash equivalents	$2,181,164		 		$2,181,164 Other current assets	 8,041,672	 (856,267) 			7,185,405 Total current assets	 10,222,836 	(856,267)	 		 9,366,569 Investment in affiliated companies	 530,640 			530,640 Property, plant and equipment, net	 15,487,820 	(911,104)	 	 	14,576,716 Intangible assets, net	 41,423,105 	(4,327,568)	 	 	37,095,537 Other noncurrent assets	 124,561 		 		124,561 Total assets	 $67,788,962 	($6,094,939) 		 $61,694,023 					 					 LIABILITIES AND STOCKHOLDERS' EQUITY					 Current liabilities 	$7,015,072 				 $7,015,072 Long-term debt	 44,500,000	 	(21,000,000)(a) 23,500,000 Deferred income taxes 	2,185,047			 	2,185,047 Other noncurrent liabilities 	280,927			 	280,927 Total liabilities	 53,981,046	 - 			32,981,046 					 Common stock	 52,764	 			52,764 Additional paid-in capital	 39,694,601 				39,694,601 Accumulated deficit	 (25,939,449)	 (6,094,939)	 21,000,000(a) (11,034,388) Total stockholders' equity 	 13,807,916 	(6,094,939)		 	28,712,977 Total liabilities and stockholders' equity	 $67,788,962 	($6,094,939) 	$61,694,023 					 					 					 					 							 					 					 					 					 					 See accompanying Notes to Unaudited Pro Forma Financial Statements					 					 					 OSBORN COMMUNICATIONS CORPORATION							 UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS							 							 for the year ended December 31, 1994							 							 							 				 				 			 			 	 Atlantic City			 		 Syracuse 	Anniston 	and Heritage	 Pro Forma		 	 Historical 	Disposition	 Option 	Acquisitions	 Adjustments		Pro Forma 							 Net revenues	 $34,581,651	($3,418,107) (3,863,331) 	$3,576,832			 $30,877,045 Operating expenses excluding 							 depreciation, amortization and							 corporate expenses	 25,505,886	 (2,284,078)	(2,550,281) 	2,708,898 		 	23,380,425 Depreciation and amortization	5,285,280	 (321,713) 	(454,552) 	428,000	 	 	 4,937,015 Corporate expenses	 2,475,675	 (22,227) 	- 	 - 	 	 	 2,453,448 Operating income 	1,314,810 	(790,089) 	(858,498)	 439,934	 		 106,157 							 Other income 	2,246,450	 3,707 	(4,585) 	2,747	 	 	2,248,319 							 Interest expense	 4,385,827 	- 	- 	- 	(555,007)(b) 	 3,830,820 							 Income (loss) before income taxes	 (824,567) 	 (786,382)	 (863,083) 	442,681	 	 	(1,476,344) Provision for income taxes	 289,220	 - 	- 	- 	(25,000)(c) 	 264,220 							 Net income (loss) before 							 extraordinary items 	($1,113,787) 	($786,382) 	($863,083) 	$442,681	 	 	($1,740,564) 							 							 							 							 							 				 							 							 							 							 See accompanying Notes to Unaudited Pro Forma Financial Statements							 OSBORN COMMUNICATIONS CORPORATION						 UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS						 						 for the nine months ended September 30, 1995						 						 						 						 						 				 		 		 Syracuse 	Anniston 	 Pro Forma		 	 Historical 	Disposition	 Option Adjustments		 Pro Forma 						 Net revenues 	$28,802,257	 ($2,341,721)	(2,626,295)			 $23,834,241 Operating expenses excluding 						 depreciation, amortization and						 corporate expenses	 21,810,210	 (1,673,855)	(1,890,298)		 	18,246,057 Depreciation and amortization 	4,315,622 	(218,000) 	(243,000)	 	 	 3,854,622 Corporate expenses	1,276,051	 (587) 	- 	 	 	1,275,464 Operating income	 1,400,374	 (449,279)	 (492,997)	 		458,098 						 Other income (expense)	 1,975,009 	(100) 	(5,184)	 	 	1,969,725 						 Interest expense 	4,137,330 	- - 	(1,660,913)(d) 	2,476,417 						 Equity in loss of affiliated company	 (5,273) 	-		 	 - 	(5,273) 						 Income (loss) before income taxes 	(767,220) 	(449,379) 	(498,181)	 		(53,867) Provision for income taxes	 298,154	 - 	- 	(25,000)(c) 	273,154 						 Net income (loss) before 						 extraordinary items 	($1,065,374) 	($449,379)	 ($498,181) 		($327,021) 						 						 						 						 						 						 						 						 						 						 						 						 						 See accompanying Notes to Unaudited Pro Forma Financial Statements						 Notes to Unaudited Pro Forma Financial Data (a)	Represents repayment of long-term debt with the net proceeds of the Syracuse Disposition and Anniston Option. (b)	Represents the reduction of interest expense resulting from the CMIF Refinancing, Heritage Acquisition and Atlantic City Acquisition, net of the repayment of long-term debt with the proceeds from the Syracuse Disposition and Anniston Option. (c)	Represents reduction of state and local income taxes resulting from the Syracuse Disposition. (d)	Represents reduction of interest expense resulting from the repayment of long-term debt with the net proceeds from the Syracuse Disposition and Anniston Option.