SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission file number 0-16265
EZ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0829355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES * NO
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock July 31, 1996
--------------------- ---------------
Class A Common Stock, $.01 par value per share 6,422,824 shares
Class B Common Stock, $.01 par value per share 2,677,897 shares
EZ COMMUNICATIONS, INC.
INDEX
Part I - Financial Information Page
- - ------------------------------ ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
June 30, 1996 and December 31, 1995 3-4
Condensed Consolidated Statements of Operations for the
Three Months and Six Months Ended June 30, 1996 and 1995 5
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1996 and 1995 6
Notes to Condensed Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
Part II - Other Information
- - ---------------------------
Item 1. Legal Proceedings 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14-22
Signatures 23
- - ----------
Exhibit Index
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EZ COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)
JUNE 30, December 31,
ASSETS 1996 1995
- - ---------------------------------------------------------- ------------- --------------
CURRENT ASSETS
Cash $2,676 $33,275
Accounts receivable, less allowance of $841 at June
30, 1996 21,103 16,678
and $772 at December 31, 1995
Trade receivables - barter 1,586 933
Prepaid expenses and other current assets 7,815 4,327
------------- --------------
TOTAL CURRENT ASSETS 33,180 55,213
PROPERTY, PLANT AND EQUIPMENT
Land 1,448 1,451
Buildings and improvements 8,941 8,710
Broadcast equipment 24,149 21,032
Furniture and other equipment 8,850 9,936
Construction in progress 2,077 249
------------- --------------
45,465 41,378
Less accumulated depreciation 20,570 21,456
------------- --------------
24,895 19,922
INTANGIBLE ASSETS
Goodwill and broadcast licenses 183,134 132,730
Purchased contracts and other 5,937 6,280
------------- --------------
189,071 139,010
Less accumulated amortization 17,003 15,896
------------- --------------
172,068 123,114
OTHER ASSETS 6,695 7,007
------------- --------------
$236,838 $205,256
============= ==============
See notes to condensed consolidated financial statements
3
EZ COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)
JUNE 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
- - ---------------------------------------------------------- -------------- -------------
CURRENT LIABILITIES
Accounts payable $3,457 $1,537
Accrued expenses 1,571 2,144
Accrued interest 2,156 1,643
Deferred income 1,699 1,203
Other current liabilities 657 653
-------------- -------------
TOTAL CURRENT LIABILITIES 9,540 7,180
LONG-TERM DEBT, LESS CURRENT PORTION 177,387 148,833
DEFERRED INCOME TAXES 7,880 7,944
OTHER LIABILITIES 16 16
SHAREHOLDERS' EQUITY
Preferred stock, no par value, authorized 1,000,000
shares, no
shares issued and outstanding
Class A Common stock, par value $.01 per share,
authorized
25,000,000 shares, issued and outstanding 64 64
6,422,824 shares
at June 30, 1996 and 6,378,824 shares at December 31, 1995 Class B Common
stock, par value $.01 per share,
authorized 27 27
5,000,000 shares, issued and outstanding 2,677,897
shares
Additional paid-in capital 38,765 38,194
Retained earnings 3,159 2,998
-------------- -------------
42,015 41,283
-------------- -------------
$236,838 $205,256
============== =============
See notes to condensed consolidated financial statements
4
EZ COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(UNAUDITED)
Three months Six months
ended June 30, ended June 30,
------------------- -------------------
1996 1995 1996 1995
- - -------------------------------------------- --------- --------- ------ --------- ---------
REVENUE
Gross broadcasting revenue $32,131 $25,157 $54,288 $43,861
Less: agency commissions 4,153 3,174 6,937 5,497
--------- --------- --------- ---------
Net broadcasting revenue 27,978 21,983 47,351 38,364
BROADCASTING EXPENSES 17,841 14,026 32,201 26,158
--------- --------- --------- ---------
STATION OPERATING INCOME BEFORE CORPORATE
EXPENSES, DEPRECIATION AND AMORTIZATION
10,137 7,957 15,150 12,206
Corporate expenses 913 893 1,826 1,820
Depreciation and amortization 2,150 1,688 4,292 3,277
--------- --------- --------- ---------
OPERATING INCOME 7,074 5,376 9,032 7,109
OTHER INCOME (EXPENSES)
Interest expense (5,595) (2,751) (9,634) (5,343)
Other income and expenses, net (190) (79) (41) (278)
--------- --------- --------- ---------
(5,785) (2,830) (9,675) (5,621)
INCOME (LOSS) BEFORE TAXES 1,289 2,546 (643) 1,488
Federal and state income tax (benefit) (241) 1,119 (804) 654
expense
--------- --------- --------- ---------
NET INCOME $1,530 $1,427 $161 $834
========= ========= ========= =========
NET INCOME PER COMMON SHARE $0.17 $0.16 $0.02 $0.09
========= ========= ========= =========
Weighted average common shares outstanding 9,091 9,025 9,074 9,004
========= ========= ========= =========
See notes to condensed consolidated financial statements.
5
EZ COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
Six months ended June 30,
1996 1995
- - ---------------------------------------------------------- ------------- --------------
OPERATING ACTIVITIES
Net income $161 $834
Adjustments to reconcile net income to net cash (used
in)
provided by operating activities:
Depreciation and amortization 4,292 3,277
Other charges not affecting cash 350 534
Net changes in operating assets and liabilities (6,620) (4,288)
------------- --------------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (1,817) 357
INVESTING ACTIVITIES
Proceeds from sale of radio station 21,250
Purchases of radio stations (54,000) (16,250)
Purchases of property, plant and equipment, net (2,113) (1,008)
Proceeds from notes receivable 3,004
Other, net (1,241) (371)
------------- --------------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (57,354) 6,625
FINANCING ACTIVITIES
Issuance of notes payable 16,800
Repayments of notes payable (3,800)
Proceeds from long-term debt 17,500 20,000
Principal payments on long-term debt (2,500) (29,225)
Proceeds from the exercise of employee stock options 572 1,053
------------- --------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 28,572 (8,172)
------------- --------------
DECREASE IN CASH (30,599) (1,190)
CASH AT BEGINNING OF PERIOD 33,275 2,723
------------- --------------
CASH AT END OF PERIOD $2,676 $1,533
============= ==============
See notes to condensed consolidated financial statements
6
EZ COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the
six-month period ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report to Shareholders
and Annual Report on Form 10-K for the year ended December 31, 1995.
NOTE B -- ACQUISITIONS OF RADIO STATIONS
In March 1995, the Company acquired the assets of stations KBEQ AM/FM
Kansas City, Missouri for approximately $7,650,000. The purchase price of the
acquisition was funded from borrowings under the Company's former Credit
Facility. Concurrently with the execution of the agreement to acquire KBEQ
AM/FM, the Company also entered into an option and asset purchase agreement
with an unrelated party to acquire station KFKF-FM Kansas City (the "Kansas
City Acquisition"). Upon the consummation of the acquisition of KBEQ AM/FM, the
Company entered into a Time Brokerage Agreement ("TBA") with the owner of KFKF
for them to program and market KBEQ AM/FM. In August 1995, the Company elected
to exercise its option to acquire KFKF-FM. The KFKF-FM option and asset
purchase agreement provided for an aggregate purchase price of $28,000,000,
of which $15,000,000 was paid in connection with the closing of the Kansas City
Acquisition, which occurred in January 1996, and $13,000,000 was financed
through the Company's issuance of two promissory notes to the seller of the
station due in December 1996 and January 1997 (the "Kansas City Notes"). The
Kansas City Notes bear interest at 8.49%. The $15,000,000 paid at closing was
provided from proceeds from the Company's November 1995 issuance of
$150,000,000 of 9.75% Senior Subordinated Notes due 2005 (the "Notes").
In March 1996, the Company entered into an agreement to acquire the
assets of station KYCW-FM Seattle for $26,000,000. At the same time, the
Company began programming and marketing the station pursuant to a TBA. The
purchase price of the acquisition, which was consummated in May 1996, was
funded from borrowings under the Company's Credit Facility.
In April 1996, the Company entered into an agreement to acquire the
assets of stations KEZK-FM and KFNS-AM St. Louis for $48,000,000. At the same
time, the Company began programming and marketing the stations pursuant to a
TBA. The purchase price of the acquisition, which was consummated in July 1996,
was funded from borrowings under the Company's Credit Facility.
The above acquisitions have been accounted for by the purchase method
of accounting. The purchase price has been allocated to the assets acquired
based on their fair values at the date of the acquisition. The excess of the
purchase price over the estimated fair values of the net assets acquired has
been recorded as goodwill and broadcast licenses.
In March 1996, the Company entered into an asset exchange agreement
with an unrelated party, whereby the Company agreed to exchange stations
WEZB-FM, WRNO-FM and WBYU-AM New Orleans
7
for stations KBKS-FM (formerly KCIN-FM) and KRPM-AM Seattle. At the same time,
both parties began programming and marketing the stations pursuant to separate
TBA's. The consummation of the exchange, which is expected in late 1996, is
subject to the consent of the Federal Communications Commission and will be
accounted for as a non-monetary exchange of similar productive assets;
therefore no gain or loss will be recorded for financial reporting purposes.
The operating results of the acquisitions of WBYU-AM, KBEQ
AM/FM/KFKF-FM, KYCW-FM, KBKS-FM and KEZK-FM/KFNS-AM are included in the
Company's consolidated results of operations since February 1995, January
1996, March 1996, March 1996, and April 1996, respectively. The following
unaudited pro forma summary presents the consolidated results of operations
as if the acquisitions had occurred at the beginning of the periods presented,
and, after giving effect to certain adjustments, including the elimination of
certain expenses, and the inclusion of depreciation and amortization of assets
acquired and interest expense on the acquisition debt. These pro forma results
have been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been made as of
those dates or results which may occur in the future (in thousands, except
per share data).
Six Months Ended June 30,
------------------------
1996 1995
---- ----
(Unaudited)
Net broadcasting revenue $49,399 $48,030
Net loss (2,025) (992)
Loss per common share:
Net loss per common share $ (0.22) $ (0.11)
NOTE C -- INCOME TAXES
In March 1996, the IRS approved the Company's request to change (for
tax purposes) its method of accounting for broadcast licenses. This change
will allow the Company to recognize certain tax benefits through 2001.
NOTE D -- RECLASSIFICATIONS
Certain 1995 amounts have been reclassified for comparative purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The Company's net broadcasting revenue was $27,978,000 for the three
months ended June 30, 1996, an increase of 27% from $21,983,000 for the same
period in 1995. Net broadcasting revenue was $47,351,000 for the six months
ended June 30, 1996, an increase of 23% from $38,364,000 for the same period
in 1995. The increase was attributed to the acquisition of stations KBEQ
AM/FM and KFKF-FM Kansas City (which were acquired in January 1996), stations
KYCW-FM and KBKS AM/FM Seattle (which the Company began programming and
marketing pursuant to Local Marketing Agreements "LMAs" in March 1996) and
to stations KEZK-FM and KFNS-AM St. Louis (which the Company began programming
and marketing pursuant to and LMA in April 1996). In addition, the Company
attributes its growth to excellent results from KZOK-FM Seattle, both of its
Charlotte properties, both of its Philadelphia properties and to the continued
growth in advertising revenue in each of the Company's markets.
8
Broadcast cash flow (defined as station operating income before
corporate expenses and depreciation and amortization) was $10,137,000 for the
three months ended June 30, 1996, an increase of 27% from $7,957,000 for the
three months ended June 30, 1995. Broadcast cash flow was $15,150,000 for the
six months ended June 30, 1996, an increase of 24% from $12,206,000 for the six
months ended June 30, 1995. The increases were attributed to the factors
affecting net revenue previously noted. Second quarter increases in broadcast
cash flow have been negatively impacted by a higher level of promotional
spending related to the format change of station KBKS-FM Seattle.
On a same station basis (pro forma assuming that all acquisitions had
occurred at the beginning of 1995), the Company's net revenue increased 2% and
7% for the three months and the six months ended June 30, 1996, respectively.
On a same station basis, broadcast cash flow increased 1% and 5%,
respectively, for those same periods.
Corporate expenses were $913,000 for the three months ended June 30,
1996, an increase of 2% for the same period in 1995. Corporate expenses were
$1,826,000 for the six months ended June 30, 1996, consistent with the same
period in 1995.
Depreciation and amortization were $2,150,000 for the three months
ended June 30, 1996, an increase of 27% from $1,688,000 for the same period
in 1995. Depreciation and amortization expense was $4,292,000 for the six
months ended June 30, 1996, an increase of 31% from $3,277,000 for the same
period in 1995. This increase was primarily attributed to the increase in
depreciable and amortizable assets resulting from recent acquisitions of
radio stations in New Orleans, Kansas City and Seattle, as well as costs
associated with the Company's November 1995 issuance of $150,000,000 of 9.75%
Senior Subordinated Notes due 2005 (the "Notes").
Interest expense was $5,595,000 and $2,751,000 for the three months
ended June 30, 1996 and 1995, respectively. Interest expense was $9,634,000 for
the six months ended June 30, 1996, an increase of 80% from $5,343,000 for the
six months ended June 30, 1995. This increase was due to an increase in the
aggregate amount of debt outstanding during the respective periods resulting
from the acquisitions previously noted and the Notes issuance. The increase is
also attributed to a higher weighted average interest rate in 1996.
The Company reported net income of $1,530,000 ($0.17 per share) and
$1,427,000 ($0.16 per share) for the three months ended June 30, 1996 and 1995,
respectively. The Company reported net income of $161,000 ($0.02 per share) and
$834,000 ($0.09 per share) for the six months ended June 30, 1996 and 1995,
respectively. The increase in net income for the second quarter of 1996 and the
decrease in net income for the six months ended June 30, 1996, were the result
of higher broadcast cash flow and a tax benefit resulting from a favorable IRS
ruling, which were mitigated by higher depreciation, amortization and interest
expense resulting from the Company's recent station acquisitions in Kansas City
and Seattle and the issuance of the Notes.
Liquidity and Capital Resources
The Company's liquidity needs arise from its debt service, working
capital and capital expenditure requirements. Historically, the Company has met
its liquidity needs with internally generated funds and has financed the
acquisition of radio broadcasting properties with bank borrowings and proceeds
from the sale of the Company's securities. Cash flow used in operating
activities was $1,817,000 for the six months ended June 30, 1996. Cash flow
provided by operating activities was $357,000 for the same period in 1995. The
decrease for the six months ended June 30, 1996 was principally the result of
higher levels of receivables, caused by higher net revenue, increased prepaid
expenses resulting from acquisition deposits, partially offset by increased
accounts payable and accrued interest.
9
During the six months ended June 30, 1996, the Company made net capital
expenditures totaling $2,113,000 compared to $1,008,000 for the same period in
1995. During 1996, the Company incurred costs of $1,439,000 to construct a new
office and studio facility for its Sacramento properties. The total cost of this
project will be approximately $3,400,000 and will be completed in the third
quarter of 1996. Total costs incurred to date with respect to this project
totaled $2,107,000 at June 30, 1996. The Company expects maintenance capital
expenditures for its radio station group to be less than $1,000,000 for the year
ended December 31, 1996 and expects to incur additional acquisition-related
capital expenditures totaling approximately $3,500,000 through 1997 to upgrade
and/or consolidate its operations in Sacramento, Pittsburgh and Philadelphia.
Between January 1995 and June 1996, the Company borrowed an aggregate
of $32,500,000 under various credit facilities to finance in part the
acquisitions of KBEQ AM/FM, WRNO and KYCW. Net proceeds from the sale of
the Notes were used to repay in full all amounts outstanding under the
Company's $135,000,000 Credit Facility (the "Former Credit Facility").
Concurrent with the sale of the Notes, the Company entered into a new
$125,000,000 Credit Facility, of which $15,500,000 was outstanding as of
June 30, 1996. At June 30, 1996, total long-term debt outstanding was
$177,387,000, which consisted of indebtedness related to the Notes, amounts
outstanding under the Credit Facility, as well as the Kansas City Notes.
The current maximum borrowing amount available under the Credit Facility
is $109,500,000. The Company expects that cash flow from operating activities
in fiscal 1996 will be sufficient to fund all debt service costs and capital
expenditure requirements. In addition, the Company's Credit Facility permits
the Company to incur an additional $50,000,000 of debt as long as the Company
remains in compliance with certain covenants after incurring such debt.
Both the Indenture governing the Notes and the Credit Facility contain
certain financial and operational covenants and other restrictions with which
the Company must comply, including among others, restrictions on the payment of
dividends, limitations on making capital expenditures, incurring additional
indebtedness, redeeming or repurchasing capital stock of the Company,
restrictions on the use of borrowings, requirements to maintain certain
financial ratios and limitations on acquisitions and dispositions of stations
in certain circumstances. The Company is in compliance with such covenants and
restrictions.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 31, 1996, EZ New Orleans, Inc. filed an application for the
renewal of the license of WEZB-FM in New Orleans, Louisiana with the Federal
Communications Commission. A petition to deny the application dated April 25,
1996, has been filed. The petition alleges, among other things, that the
licensee has presented indecent and obscene programming and improperly
maintained the station's public inspection file; it also contends that the
licensee is not qualified to do business in New Orleans. On May 1, 1996, an
informal objection was filed against the WEZB-FM renewal application. The
informal objection also alleges that the licensee has presented indecent and
obscene programming. The licensee's opposition to the petition to deny is due
May 28, 1996. The licensee will address the concerns set forth in the informal
objection at the same time. While the Company cannot predict the outcome of
this matter at this time, the Company believes that the petition to deny and
the informal objection will not have a material adverse effect on the Company.
There can be no assurance, however, that the renewal application will be
granted.
ITEM 5. OTHER INFORMATION.
The Company entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 5, 1996, with American Radio Systems
Corporation, a Delaware corporation ("American"), pursuant to which the Company
proposes to merge with and into American, with American as the surviving
corporation. Pursuant to the merger, each outstanding share of EZ Common Stock
will be
10
exchanged for 0.9 shares of American Class A Common Stock and $11.75
cash consideration. Consummation of the merger is conditioned upon, among other
things, receipt of the approval of the shareholders of the Company and American
and the approval of governmental authorities. The Company anticipates that the
closing of the merger will take place during the first or second quarter of
fiscal 1997. A copy of the Merger Agreement is attached as Exhibit 2.06 to this
Form 10-Q.
In connection with the proposed merger, two of the Company's principal
shareholders, Arthur Kellar, Chairman of the Company, and Alan Box, President
and Chief Executive Officer of the Company, entered into a voting agreement
(the "EZ Voting Agreement"), dated as of August 5, 1996, with American,
pursuant to which Messrs. Kellar and Box have each agreed to vote the
outstanding shares of EZ Common Stock held by him in favor of the merger
at the meeting of EZ shareholders to be held for such purpose. A copy of
the EZ Voting Agreement is attached as Exhibit 10.49 to this Form 10-Q. In
addition, the Company entered into a voting agreement (the "American Voting
Agreement"), dated as of August 5, 1996, with two of American's principal
shareholders, Steven B. Dodge and Thomas H. Stoner, pursuant to which Messrs.
Dodge and Stoner have each agreed to vote the outstanding shares of American
Common Stock held by him
11
in favor of the merger at the meeting of American shareholders to be held for
such purpose. A copy of the American Voting Agreement is attached as Exhibit
10.50 to this Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed herewith:
Exhibit
Number Exhibit Title
- - ------ -------------
2.01 -- Asset Purchase Agreement dated February 21, 1992 by and
between Professional Broadcasting, Incorporated, a
wholly-owned subsidiary of the Company ("PBI"), and
Sundance Broadcasting of Wisconsin, Inc. (Phoenix sale)(2)
2.02 -- Asset Purchase Agreement dated April 29, 1992 by and among
PBI and Phalen & Associates, Inc. (Jacksonville sale)(2)
2.03 -- Asset Exchange Agreement dated October 15, 1992 between the
Company and WSOC Radio, Inc. (Miami/Charlotte Exchange)(2)
2.04 -- Asset Sale Agreement dated June 30, 1989 by and between PBI
and Americom Las Vegas (Las Vegas sale)(2)
2.05 -- Asset Purchase and Sale Agreement dated October 27, 1993, by
and between KYLO Radio, Inc., the Company and Syndicated
Communications Venture Partners II, L.P. relating to KQBR-FM,
Davis, California (Sacramento Sale)(8)
2.06 -- Agreement and Plan of Merger, dated as of August 5, 1996, by
and between the Company and American Radio Systems
Corporation*
3.01 -- The Company's Amended and Restated Articles of
Incorporation(2)
3.02 -- The Company's Amended and Restated Bylaws(2)
4.01 -- Revised specimen certificate for Class A Common Stock(2)
4.02 -- Revised specimen certificate for Class B Common Stock(2)
4.03 -- Indenture, dated as of November 1, 1986, between the Company
and Crestar Bank, as successor Trustee(2)
12
Exhibit
Number Exhibit Title
- - ------- -------------
4.04 -- Indenture, dated as of November 21, 1995, between the
Company and State Street Bank and Trust Company, as
Trustee(15)
10.01 -- 1993 Equity Incentive Plan of the Company(2)
10.02 -- Form of Stock Option Agreement of the Company(3)
10.03 -- Form of Stock Option Exercise Agreement of the Company(3)
10.04 -- The Company's Savings and Security Plan(2)
10.05 -- Credit Agreement, dated as of July 29, 1992, between the
Company, PBI, The Chase Manhattan Bank (National
Association), The Bank of California, N.A. and Society
National Bank, as amended (the "1992 Credit Facility")(2)
10.06 -- Stock Purchase Agreement dated October 9, 1992 by and
among PBI, Miklos Benedek and KYLO Radio, Inc. (Sacramento
purchase)(9)
10.07 -- Time Brokerage Agreement dated as of January 1, 1993 by
and between the Company, as Time Broker, Pittsburgh
Partners, L.P., as Licensee, and Signature Broadcasting
Partners, L.P., as Guarantor, relating to the broadcast time
of WMXP-FM, Pittsburgh, Pennsylvania (Pittsburgh LMA)(2)
10.08 -- Asset Purchase Agreement dated as of January 1, 1993 by
and among the Company, Pittsburgh Partners, L.P. and
Signature Broadcasting Partners, Ltd (Pittsburgh
purchase)(10)
10.10 -- Employment Agreement between the Company and Arthur C.
Kellar dated as of June 8, 1993 (the "Kellar Employment
Agreement")(2)
10.11 -- Employment Agreement between the Company and Alan L. Box
dated as of June 8, 1993 (the "Box Employment Agreement)(2)
10.12 -- Form of Indemnity Agreement entered into by the Company
with each of its directors and executive officers(2)
10.13 -- Amendment No. 3, dated as of July 12, 1993, to the 1992
Credit Facility(2)
13
Exhibit
Number Exhibit Title
- - ------ -------------
10.14 -- Amendment No. 4, dated as of August 10, 1993, to the 1992
Credit Facility(2)
10.15 -- Asset Purchase Agreement dated September 29, 1993, by and
between PBI and Pacific and Southern Company, Inc. relating
to KUSA-AM and KSD-FM, St. Louis, Missouri (St. Louis
purchase)(4)
10.16 -- Local Marketing Agreement dated September 29, 1993, by
and between PBI and Pacific and Southern Company, Inc.
relating to KUSA-AM and KSD-FM, St. Louis, Missouri (St.
Louis LMA)(4)
10.17 -- Agreement of Sale dated October 4, 1993, by and between
PBI and Nationwide Communications Inc. relating to KNCI-FM,
Sacramento, California (Sacramento purchase)(4)
10.18 -- Sales and Services Agreement dated October 4, 1993, by
and between PBI and Nationwide Communications Inc. relating
to KNCI-FM, Sacramento, California (Sacramento services
agreement)(4)
10.20 -- Time Brokerage Agreement dated November 10, 1993, by and
between KYLO Radio, Inc. and Syndicated Communications
Venture Partners II, L.P. relating to KQBR-FM, Davis,
California (Sacramento LMA)(4)
10.21 -- Amendment No. 5, dated as of December 17, 1993, to the
1992 Credit Facility(5)
10.22 -- Asset Purchase Agreement dated April 7, 1994 by and
between PBI and CLG Media, Inc. of Seattle, and CLG Media,
Inc., relating to KZOK-FM, Seattle, Washington (Seattle
purchase)(6)
10.23 -- Amendment No. 6, dated as of April 12, 1994, to the 1992
Credit Facility(6)
10.24 -- Amendment No. 7, dated as of April 20, 1994, to the 1992
Credit Facility(6)
14
Exhibit
Number Exhibit Title
- - ------- -------------
10.25 -- Asset Purchase Agreement dated as of May 6, 1994, by and
between PBI and Tak Communications, Inc. relating to
WUSL-FM, Philadelphia, Pennsylvania, and WTPX-FM, Ft.
Lauderdale, Florida(6)
10.26 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee") relating to the broadcast
time of WUSL-FM, Philadelphia, Pennsylvania (Philadelphia
LMA)(6)
10.27 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee") relating to the broadcast
time of WTPX-FM, Miami, Florida (Miami LMA)(6)
10.28 -- Asset Purchase Agreement dated as of August 2, 1994, by
and between PBI and the Seventies Broadcasting Corporation
relating to WTPX-FM, Miami/Ft. Lauderdale (Miami/Ft.
Lauderdale sale)(1)
10.29 -- Amendment No.8, dated as of August 9, 1994, to the 1992
Credit Facility(11)
10.30 -- Credit Agreement, dated as of October 11, 1994, between
the Company, the Subsidiary Guarantors and The Chase
Manhattan Bank (National Association), individually and as
agent for other banks (the "1994 Credit Facility")(12)
10.31 -- Asset Purchase Agreement dated as of November 28, 1994,
by and between PBI and Radio Vanderbilt, Inc. relating to
WBYU-AM, New Orleans, Louisiana (WBYU purchase)(13)
10.32 -- Amendment No. 1, dated as of December 15, 1994, to the
1994 Credit Facility(13)
10.33 -- Asset Purchase Agreement dated as of December 19, 1994,
by and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO purchase)(13)
15
Exhibit
Number Exhibit Title
- - ------- -------------
10.34 -- Local Marketing Agreement dated as of December 19, 1994,
by and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO LMA)(13)
10.35 -- Asset Purchase Agreement dated as of January 6, 1995, by
and among PBI and Noble Broadcast of Kansas City, Inc.
relating to KBEQ AM/FM, Kansas City, Missouri (KBEQ
purchase)(13)
10.36 -- Option and Asset Purchase Agreement dated as of January
6, 1995, by and among PBI and the Company, and KFKF
Broadcasting, Inc. and Intracoastal Broadcasting, Inc.
relating to KFKF-FM, Kansas City, Missouri (KFKF
purchase)(13)
10.37 -- Time Brokerage Agreement dated as of March 10, 1995, by
and between PBI and KFKF Broadcasting, Inc. relating to KBEQ
AM/FM (Kansas City LMA)(13)
10.38 -- KFKF Option Agreement dated as of January 6, 1995, by and
among PBI, the Company, KFKF Broadcasting, Inc. and
Intracoastal Broadcasting, Inc. as amended (KFKF Option)(14)
10.39 -- Amendment No.1, dated as of June 1, 1995, to the Kellar
Employment Agreement(14)
10.40 -- Amendment No.1, dated as of June 1, 1995, to the Box
Employment Agreement(14)
10.41 -- Credit Agreement, dated as of November 20, 1995, between
the Company, the Subsidiary Guarantors and the Chase
Manhattan Bank (National Association), individually and as
agent for other banks (the "1995 Credit Facility")(15)
10.42 -- Asset Purchase Agreement, dated as of February 7, 1996 by
and between PBI and Infinity Broadcasting Corporation of
Washington relating to KYCW-FM (KYCW purchase)(15)
10.43 -- Amended and Restated Asset Purchase Agreement, dated as
of March 15, 1996, by and between PBI and Infinity
Broadcasting Corporation of Washington related to
KYCW-FM(15)
16
Exhibit
Number Exhibit Title
- - ------ -------------
10.44 -- Asset Exchange Agreement, dates as of March 31, 1996, by
and between PBI and EZ New Orleans, Inc. and Heritage Media,
Inc. ("HMI") relating to WEZB-FM, WRNO-FM, WBYU-AM, KCIN-FM
and KRPM-AM (the New Orleans/Seattle Exchange)(16)
10.45 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between EZ New Orleans, Inc. and HMI relating to
WEZB-FM, WRNO-FM and WBYU-AM (the New Orleans TBA)(16)
10.46 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between HMI and PBI relating to KCIN-FM and KRPM-AM (the
KCIN/KRPM TBA)(16)
10.47 -- Asset Purchase Agreement, dated as of April 5, 1996, by
and among Par Broadcasting Company, Inc. and PBI, relating
to KEZK-FM and KFNS-AM, St. Louis (KEZK purchase)(16)
10.48 -- Time Brokerage Agreement, dated as April 5, 1996, by and
between PBI and Par Broadcasting Company, Inc., relating to
KEZK-FM and KFNS-AM, St. Louis (KEZK TBA)(16)
10.49 -- EZ Voting Agreement, dated as of August 5, 1996, by and
among Arthur Kellar, Alan Box and American Radio Systems
Corporation*
10.50 -- American Voting Agreement, dated as of August 5, 1996, by
and among Steven B. Dodge, Thomas H. Stoner and the
Company*
19.02 -- The Company's 1993 Annual Report to Shareholders(7)
19.03 -- The Company's Proxy Statement dated March 31, 1995 and
filed with the Securities and Exchange Commission on March
31, 1995(13)
19.04 -- The Company's 1994 Annual Report to Shareholders(13)
19.05 -- The Company's Proxy Statement dated March 29, 1996 and
filed with the Securities and Exchange Commission on March
29, 1996(15)
19.06 -- The Company's 1995 Annual Report to Shareholders(15)
23.01 -- Consent of Ernst & Young LLP, Independent Auditors(15)
24.01 -- Powers of Attorney
- - -------------
* Filed herewith.
(1) Incorporated by reference to similarly numbered exhibit in the
Company's Registration Statement on Form S-1 (File No. 33-82392)
originally filed with the Securities and Exchange Commission on
August 3, 1994.
17
(2) Incorporated by reference to similarly numbered exhibit in the
Company's Registration Statement on Form S-1 (File No. 33-64226)
originally filed with the Securities and Exchange Commission on June 10,
1993, as amended ("1993 S-1").
(3) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended June 30, 1993 (File
No. 0-16265) originally filed with the Securities and Exchange Commission
on September 17, 1993, as amended.
(4) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended September 30, 1993
(File No. 0-16265) originally filed with the Securities and Exchange
Commission on November 15, 1993, as amended.
(5) Incorporated by reference to similarly numbered exhibit in the
Company's Form 8-K as of February 10, 1994 (File No. 0-16265) originally
filed with the Securities and Exchange Commission on February 25, 1994.
(6) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended March 31, 1994 (File
No. 0-16265) originally filed with the Securities and Exchange Commission
on May 13, 1994.
(7) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-K as of December 31, 1993 (File No. 0-16265) originally
filed with the Securities and Exchange Commission on March 31, 1994.
(8) Incorporated by reference to Exhibit 10.19 in the September 30, 1993
Form 10-Q.
(9) Incorporated by reference to Exhibit 2.05 in the 1993 S-1.
(10) Incorporated by reference to Exhibit 2.06 in the 1993 S-1.
(11) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of August 23, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on September 2, 1994.
(12) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of October 12, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on October 27, 1994.
(13) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1994 (File No. 0-16265) originally filed
with the Securities and Exchange Commission on March 31, 1995.
(14) Incorporated by reference to Exhibit 2.01 in the Company's Registration
Statement on Form S-3 (File No. 33-98450) originally filed with the
Securities and Exchange Commission on October 20, 1995, as amended ("1995
S-3").
(15) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1995 (File No. 0-16265) originally filed
with the Securities and Exchange Commission on March 29, 1996.
(16) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended March 31, 1996 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
May 15, 1996.
18
(b) Reports on Form 8-K filed in the second quarter of 1996:
Form 8-K dated May 22, 1996
Item 2. Acquisition or Disposition of Assets. Acquisition of
KYCW-FM Seattle, Washington.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits. Acquisition of KYCW-FM Seattle,
Washington.
19
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 thereunto duly authorized.
Dated: August 14, 1996 EZ COMMUNICATIONS, INC.
By: Ronald H. Peele, Jr.
--------------------
Ronald H. Peele, Jr.
Chief Financial Officer and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
2.01 -- Asset Purchase Agreement dated February 21, 1992 by and
between Professional Broadcasting, Incorporated, a
wholly-owned subsidiary of the Company ("PBI"), and
Sundance Broadcasting of Wisconsin, Inc. (Phoenix sale)(2)
2.02 -- Asset Purchase Agreement dated April 29, 1992 by and among
PBI and Phalen & Associates, Inc. (Jacksonville sale)(2)
2.03 -- Asset Exchange Agreement dated October 15, 1992 between the
Company and WSOC Radio, Inc. (Miami/Charlotte Exchange)(2)
2.04 -- Asset Sale Agreement dated June 30, 1989 by and between PBI
and Americom Las Vegas (Las Vegas sale)(2)
2.05 -- Asset Purchase and Sale Agreement dated October 27, 1993, by
and between KYLO Radio, Inc., the Company and Syndicated
Communications Venture Partners II, L.P. relating to KQBR-FM,
Davis, California (Sacramento Sale)(8)
2.06 -- Agreement and Plan of Merger, dated as of August 5, 1996, by
and between the Company and American Radio Systems
Corporation*
3.01 -- The Company's Amended and Restated Articles of
Incorporation(2)
3.02 -- The Company's Amended and Restated Bylaws(2)
4.01 -- Revised specimen certificate for Class A Common Stock(2)
4.02 -- Revised specimen certificate for Class B Common Stock(2)
4.03 -- Indenture, dated as of November 1, 1986, between the Company
and Crestar Bank, as successor Trustee(2)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
4.04 -- Indenture, dated as of November 21, 1995, between the
Company and State Street Bank and Trust Company, as
Trustee(15)
10.01 -- 1993 Equity Incentive Plan of the Company(2)
10.02 -- Form of Stock Option Agreement of the Company(3)
10.03 -- Form of Stock Option Exercise Agreement of the Company(3)
10.04 -- The Company's Savings and Security Plan(2)
10.05 -- Credit Agreement, dated as of July 29, 1992, between the
Company, PBI, The Chase Manhattan Bank (National
Association), The Bank of California, N.A. and Society
National Bank, as amended (the "1992 Credit Facility")(2)
10.06 -- Stock Purchase Agreement dated October 9, 1992 by and
among PBI, Miklos Benedek and KYLO Radio, Inc. (Sacramento
purchase)(9)
10.07 -- Time Brokerage Agreement dated as of January 1, 1993 by
and between the Company, as Time Broker, Pittsburgh
Partners, L.P., as Licensee, and Signature Broadcasting
Partners, L.P., as Guarantor, relating to the broadcast time
of WMXP-FM, Pittsburgh, Pennsylvania (Pittsburgh LMA)(2)
10.08 -- Asset Purchase Agreement dated as of January 1, 1993 by
and among the Company, Pittsburgh Partners, L.P. and
Signature Broadcasting Partners, Ltd (Pittsburgh
purchase)(10)
10.10 -- Employment Agreement between the Company and Arthur C.
Kellar dated as of June 8, 1993 (the "Kellar Employment
Agreement")(2)
10.11 -- Employment Agreement between the Company and Alan L. Box
dated as of June 8, 1993 (the "Box Employment Agreement)(2)
10.12 -- Form of Indemnity Agreement entered into by the Company
with each of its directors and executive officers(2)
10.13 -- Amendment No. 3, dated as of July 12, 1993, to the 1992
Credit Facility(2)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
10.14 -- Amendment No. 4, dated as of August 10, 1993, to the 1992
Credit Facility(2)
10.15 -- Asset Purchase Agreement dated September 29, 1993, by and
between PBI and Pacific and Southern Company, Inc. relating
to KUSA-AM and KSD-FM, St. Louis, Missouri (St. Louis
purchase)(4)
10.16 -- Local Marketing Agreement dated September 29, 1993, by
and between PBI and Pacific and Southern Company, Inc.
relating to KUSA-AM and KSD-FM, St. Louis, Missouri (St.
Louis LMA)(4)
10.17 -- Agreement of Sale dated October 4, 1993, by and between
PBI and Nationwide Communications Inc. relating to KNCI-FM,
Sacramento, California (Sacramento purchase)(4)
10.18 -- Sales and Services Agreement dated October 4, 1993, by
and between PBI and Nationwide Communications Inc. relating
to KNCI-FM, Sacramento, California (Sacramento services
agreement)(4)
10.20 -- Time Brokerage Agreement dated November 10, 1993, by and
between KYLO Radio, Inc. and Syndicated Communications
Venture Partners II, L.P. relating to KQBR-FM, Davis,
California (Sacramento LMA)(4)
10.21 -- Amendment No. 5, dated as of December 17, 1993, to the
1992 Credit Facility(5)
10.22 -- Asset Purchase Agreement dated April 7, 1994 by and
between PBI and CLG Media, Inc. of Seattle, and CLG Media,
Inc., relating to KZOK-FM, Seattle, Washington (Seattle
purchase)(6)
10.23 -- Amendment No. 6, dated as of April 12, 1994, to the 1992
Credit Facility(6)
10.24 -- Amendment No. 7, dated as of April 20, 1994, to the 1992
Credit Facility(6)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
10.25 -- Asset Purchase Agreement dated as of May 6, 1994, by and
between PBI and Tak Communications, Inc. relating to
WUSL-FM, Philadelphia, Pennsylvania, and WTPX-FM, Ft.
Lauderdale, Florida(6)
10.26 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee") relating to the broadcast
time of WUSL-FM, Philadelphia, Pennsylvania (Philadelphia
LMA)(6)
10.27 -- Time Brokerage Agreement dated as of May 6, 1994, by and
between PBI, as Broker, and Tak Communications, Inc., as
Debtor-in-Possession ("Licensee") relating to the broadcast
time of WTPX-FM, Miami, Florida (Miami LMA)(6)
10.28 -- Asset Purchase Agreement dated as of August 2, 1994, by
and between PBI and the Seventies Broadcasting Corporation
relating to WTPX-FM, Miami/Ft. Lauderdale (Miami/Ft.
Lauderdale sale)(1)
10.29 -- Amendment No.8, dated as of August 9, 1994, to the 1992
Credit Facility(11)
10.30 -- Credit Agreement, dated as of October 11, 1994, between
the Company, the Subsidiary Guarantors and The Chase
Manhattan Bank (National Association), individually and as
agent for other banks (the "1994 Credit Facility")(12)
10.31 -- Asset Purchase Agreement dated as of November 28, 1994,
by and between PBI and Radio Vanderbilt, Inc. relating to
WBYU-AM, New Orleans, Louisiana (WBYU purchase)(13)
10.32 -- Amendment No. 1, dated as of December 15, 1994, to the
1994 Credit Facility(13)
10.33 -- Asset Purchase Agreement dated as of December 19, 1994,
by and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO purchase)(13)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
10.34 -- Local Marketing Agreement dated as of December 19, 1994,
by and between PBI and Radio WRNO-FM, Inc. relating to
WRNO-FM, New Orleans, Louisiana (WRNO LMA)(13)
10.35 -- Asset Purchase Agreement dated as of January 6, 1995, by
and among PBI and Noble Broadcast of Kansas City, Inc.
relating to KBEQ AM/FM, Kansas City, Missouri (KBEQ
purchase)(13)
10.36 -- Option and Asset Purchase Agreement dated as of January
6, 1995, by and among PBI and the Company, and KFKF
Broadcasting, Inc. and Intracoastal Broadcasting, Inc.
relating to KFKF-FM, Kansas City, Missouri (KFKF
purchase)(13)
10.37 -- Time Brokerage Agreement dated as of March 10, 1995, by
and between PBI and KFKF Broadcasting, Inc. relating to KBEQ
AM/FM (Kansas City LMA)(13)
10.38 -- KFKF Option Agreement dated as of January 6, 1995, by and
among PBI, the Company, KFKF Broadcasting, Inc. and
Intracoastal Broadcasting, Inc. as amended (KFKF Option)(14)
10.39 -- Amendment No.1, dated as of June 1, 1995, to the Kellar
Employment Agreement(14)
10.40 -- Amendment No.1, dated as of June 1, 1995, to the Box
Employment Agreement(14)
10.41 -- Credit Agreement, dated as of November 20, 1995, between
the Company, the Subsidiary Guarantors and the Chase
Manhattan Bank (National Association), individually and as
agent for other banks (the "1995 Credit Facility")(15)
10.42 -- Asset Purchase Agreement, dated as of February 7, 1996 by
and between PBI and Infinity Broadcasting Corporation of
Washington relating to KYCW-FM (KYCW purchase)(15)
10.43 -- Amended and Restated Asset Purchase Agreement, dated as
of March 15, 1996, by and between PBI and Infinity
Broadcasting Corporation of Washington related to
KYCW-FM(15)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
10.44 -- Asset Exchange Agreement, dates as of March 31, 1996, by
and between PBI and EZ New Orleans, Inc. and Heritage Media,
Inc. ("HMI") relating to WEZB-FM, WRNO-FM, WBYU-AM, KCIN-FM
and KRPM-AM (the New Orleans/Seattle Exchange)(16)
10.45 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between EZ New Orleans, Inc. and HMI relating to
WEZB-FM, WRNO-FM and WBYU-AM (the New Orleans TBA)(16)
10.46 -- Time Brokerage Agreement, dated as of March 18, 1996, by
and between HMI and PBI relating to KCIN-FM and KRPM-AM (the
KCIN/KRPM TBA)(16)
10.47 -- Asset Purchase Agreement, dated as of April 5, 1996, by
and among Par Broadcasting Company, Inc. and PBI, relating
to KEZK-FM and KFNS-AM, St. Louis (KEZK purchase)(16)
10.48 -- Time Brokerage Agreement, dated as April 5, 1996, by and
between PBI and Par Broadcasting Company, Inc., relating to
KEZK-FM and KFNS-AM, St. Louis (KEZK TBA)(16)
10.49 -- EZ Voting Agreement, dated as of August 5, 1996, by and
among Arthur Kellar, Alan Box and American Radio Systems
Corporation*
10.50 -- American Voting Agreement, dated as of August 5, 1996, by
and among Steven B. Dodge, Thomas H. Stoner and the
Company*
19.02 -- The Company's 1993 Annual Report to Shareholders(7)
19.03 -- The Company's Proxy Statement dated March 31, 1995 and
filed with the Securities and Exchange Commission on March
31, 1995(13)
19.04 -- The Company's 1994 Annual Report to Shareholders(13)
19.05 -- The Company's Proxy Statement dated March 29, 1996 and
filed with the Securities and Exchange Commission on March
29, 1996(15)
19.06 -- The Company's 1995 Annual Report to Shareholders(15)
23.01 -- Consent of Ernst & Young LLP, Independent Auditors(15)
24.01 -- Powers of Attorney
- - -------------
* Filed herewith.
(1) Incorporated by reference to similarly numbered exhibit in the
Company's Registration Statement on Form S-1 (File No. 33-82392)
originally filed with the Securities and Exchange Commission on
August 3, 1994.
17
(2) Incorporated by reference to similarly numbered exhibit in the
Company's Registration Statement on Form S-1 (File No. 33-64226)
originally filed with the Securities and Exchange Commission on June 10,
1993, as amended ("1993 S-1").
(3) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended June 30, 1993 (File
No. 0-16265) originally filed with the Securities and Exchange Commission
on September 17, 1993, as amended.
(4) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended September 30, 1993
(File No. 0-16265) originally filed with the Securities and Exchange
Commission on November 15, 1993, as amended.
(5) Incorporated by reference to similarly numbered exhibit in the
Company's Form 8-K as of February 10, 1994 (File No. 0-16265) originally
filed with the Securities and Exchange Commission on February 25, 1994.
(6) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-Q for the quarterly period ended March 31, 1994 (File
No. 0-16265) originally filed with the Securities and Exchange Commission
on May 13, 1994.
(7) Incorporated by reference to similarly numbered exhibit in the
Company's Form 10-K as of December 31, 1993 (File No. 0-16265) originally
filed with the Securities and Exchange Commission on March 31, 1994.
(8) Incorporated by reference to Exhibit 10.19 in the September 30, 1993
Form 10-Q.
(9) Incorporated by reference to Exhibit 2.05 in the 1993 S-1.
(10) Incorporated by reference to Exhibit 2.06 in the 1993 S-1.
(11) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of August 23, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on September 2, 1994.
(12) Incorporated by reference to similarly numbered exhibit in the Company's
Form 8-K as of October 12, 1994 (File No. 0-16265) originally filed with
the Securities and Exchange Commission on October 27, 1994.
(13) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1994 (File No. 0-16265) originally filed
with the Securities and Exchange Commission on March 31, 1995.
(14) Incorporated by reference to Exhibit 2.01 in the Company's Registration
Statement on Form S-3 (File No. 33-98450) originally filed with the
Securities and Exchange Commission on October 20, 1995, as amended ("1995
S-3").
(15) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-K as of December 31, 1995 (File No. 0-16265) originally filed
with the Securities and Exchange Commission on March 29, 1996.
(16) Incorporated by reference to similarly numbered exhibit in the Company's
Form 10-Q for the quarterly period ended March 31, 1996 (File No.
0-16265) originally filed with the Securities and Exchange Commission on
May 15, 1996.