SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 31, 1997
EZ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-16265 54-0829355
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
10800 Main Street
Fairfax, Virginia 22030
(Address of principal executive offices) (Zip code)
(703) 591-1000
(Registrant's telephone number, including area code)
Item 4. Changes in Registrant's Certifying Accountant.
In August 1996, the Company entered into a merger agreement (as amended in
September 1996) with American Radio Systems Corporation ("American") pursuant to
which the Company will either be merged with and into a subsidiary of American
or the Company will be merged directly with and into American with American
continuing as the surviving entity. Pursuant to the merger agreement, each
outstanding share of the Company's Common Stock will be converted into (i)
$11.75 in cash and (ii) 0.9 shares of American's Class A Common Stock. On
January 31, 1997, as a result of the pending merger, the Company's Board of
Directors dismissed Ernst & Young LLP and engaged the firm of Deloitte & Touche
LLP, American's independent auditors, as its independent auditors. Prior to the
change, the firm of Ernst & Young LLP had been the Company's independent
auditors. Ernst & Young did not resign, nor did they decline to stand for
reelection. The independent auditors' report on the financial statements for
the nine months ended December 31, 1993 and the years ended December 31, 1994
and 1995, respectively, did not contain an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles, except that during the nine months ended December 31,
1993, the Company changed its method of accounting for income taxes. There was
no disagreement(s) with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure or
any "reportable events" as defined in Item 304(a)(i)(v) of Regulation S-K during
the years ended December 31, 1995 and 1994 and the subsequent period from
December 31, 1995 through January 31, 1997.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Exhibit Title
1 -- Letter regarding change of certifying accountants.
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.
Dated: January 31, 1997 EZ COMMUNICATIONS, INC.
By: Ronald H. Peele, Jr.
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Ronald H. Peele, Jr.
Chief Financial Officer and
Chief Accounting Officer