Columbia Pictures Industries Inc. jumped into the broadcasting business with both feet yesterday by agreeing to buy Outlet Co. and its chain of 12 radio and television stations including Washington's WTOP-AM.
The agreement calls for Outlet, which is based in Providence, R.I., to merge with Columbia in a tax-free exchange of stock worth an estimated $305 million to Outlet shareholders.
Along with Outlet's dozen broadcasting properties, Columbia Pictures will acquire 77 retail stores owned by Outlet, including the Phillipsborn stores in the Washaington area and the Flair chain in Richmond.
Industry analysts speculated that Columbia will probably sell off the retail stores that were once the foundation of Outlet's business and build a broadcasting division around Outlet string of stations.
As part of the deal, Columbia Pictures will add to its board of directors Outlet President Bruce Sundlun, who commutes between homes in Washington and Middleburg and Outlet's headquarters, and Chairman Joseph S. Sinclair.
Outlet was once a retail chain that also owned a radio and television station in its hometown. Sundlun a few years ago began converting the business into a broadcasting empire, using cash from the retail stores to buy a group of broadcasting stations, then unloading the stores.
The merger agreement, agreed to in principal by both firms, calls for Outlet stockholders to trade each one of that company's 3.5 million shares of stock for a unit consisting of two shares of new Columbia preferred stock. Columbia will also assume $93 million of Outlet's debt.
Each share of Outlet will be exchanged for one share of $4.50 parvalue non-voting Columbia preferred paying a dividend of 75 cents a year, and one share of convertible preferred stock whose value will depend on the market price of Columbia's common stock.
The value of the second preferred will range from $37.25 to $45.50 a share. At the top price, Outlet stockholders will get Columbia shares worth $50 in exchange for Outlet shares that closed recently at $40.
Outlet stock holders will not have to pay capital gains taxes on the exchange of stock, a feature that analysts said increases the value of the offer by about 25 percent.