<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CHANCELLOR BROADCASTING COMPANY
-------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
----------------------------------------------
(Title of Class of Securities)
158910 10 9
-----------
(CUSIP Number)
Scott K. Ginsburg
Chancellor Media Corporation
433 E. Las Colinas Blvd.
Suite 1130
Irving, TX 75039
(972) 869-9020
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John D. Watson, Jr., Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
(202) 637-2200
September 5, 1997
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Page 1
<PAGE> 2
AMENDMENT NO. 1 TO SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP NO. 158910 10 9
1. NAME OF REPORTING PERSONS:
Scott K. Ginsburg
IRS IDENTIFICATION NUMBER OF ABOVE PERSON:
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 0
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 0
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON:
IN
</TABLE>
Page 2
<PAGE> 3
AMENDMENT NO. 1 TO SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP NO. 158910 10 9
1. NAME OF REPORTING PERSONS:
Matthew E. Devine
IRS IDENTIFICATION NUMBER OF ABOVE PERSON:
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 0
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 0
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON:
IN
</TABLE>
Page 3
<PAGE> 4
AMENDMENT NO. 1 TO SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP NO. 158910 10 9
1. NAME OF REPORTING PERSONS:
Chancellor Media Corporation (formerly known as Evergreen Media Corporation)
IRS IDENTIFICATION NUMBER OF ABOVE PERSON:
EIN 75-2247099
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 0
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 0
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON:
CO
</TABLE>
Page 4
<PAGE> 5
The Schedule 13D (the "Schedule 13D") filed on March 3, 1997 by Scott
K. Ginsburg, Matthew E. Devine and Evergreen Media Corporation relating to the
Class A Common Stock, par value $.01 per share, of Chancellor Broadcasting
Company, is hereby amended by this Amendment No. 1 ("Amendment No. 1") as
follows:
1. ITEM 4 (PURPOSE OF TRANSACTION) is amended to report that on
September 5, 1997, the transactions contemplated by the Amended and Restated
Agreement and Plan of Merger, dated as of February 19, 1997 and amended and
restated as of July 31, 1997 (the "Merger Agreement"), among Chancellor
Broadcasting Company, a Delaware corporation ("Chancellor"), Chancellor Radio
Broadcasting Company, a Delaware corporation ("CRBC"), Evergreen Media
Corporation, a Delaware corporation ("Evergreen"), Evergreen Mezzanine Holdings
Corporation, a Delaware corporation ("EMHC"), and Evergreen Media Corporation
of Los Angeles, a Delaware corporation ("EMCLA") were consummated. Pursuant to
the Merger Agreement, (i) Chancellor was merged (the "Parent Merger") with and
into EMHC, a wholly-owned subsidiary of Evergreen and (ii) CRBC was merged (the
"Subsidiary Merger" and, collectively with the Parent Merger, the "Merger")
with and into EMCLA, a wholly-owned subsidiary of EMHC. Upon completion of the
Parent Merger, Evergreen was renamed Chancellor Media Corporation and EMHC was
renamed Chancellor Mezzanine Holdings Corporation. Upon completion of the
Subsidiary Merger, EMCLA was renamed Chancellor Media Corporation of Los
Angeles. As a result of the Parent Merger, among other things, each share of
Chancellor's Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), and each share of Chancellor's Class B Common Stock, par value
$.01 per share (the "Class B Common Stock"), outstanding immediately prior to
the effective time of the Parent Merger (the "Effective Time") was converted
into the right to receive 0.9091 shares of Common Stock, par value $.01 per
share, of Chancellor Media Corporation. Following consummation of the Merger,
applications to de-list the Class A Common Stock from The Nasdaq National
Market and to terminate the registration of the Class A Common Stock under
Section 12(g) of the Securities Exchange Act of 1934, as amended, were filed.
2. ITEM 5 (INTEREST IN SECURITIES OF THE ISSUER) is amended to report
that, at the Effective Time, the Stockholders Agreement (as such term is
defined in the Schedule 13D) terminated pursuant to its terms. Accordingly, at
such time, any interest that Mr. Ginsburg, Mr. Devine and Evergreen may have
been deemed to have in the Class A Common Stock or the Class B Common Stock as
a result of the Stockholders Agreement also terminated at the Effective Time.
In addition, Item 5 (Interest in Securities of the Issuer) is amended
to report that applications to de-list the Class A Common Stock from The Nasdaq
National Market and to terminate the registration of the Class A Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended, were
filed following consummation of the Merger.
Page 5
<PAGE> 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement, dated as of September 15, 1997, by and among
Chancellor Media Corporation, Scott K. Ginsburg and
Matthew E. Devine.
Page 6
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: September 15, 1997
By: /s/ Scott K. Ginsburg
-----------------------------------
Scott K. Ginsburg
By: /s/ Matthew E. Devine
-----------------------------------
Matthew E. Devine
CHANCELLOR MEDIA CORPORATION
(formerly known as Evergreen Media Corporation)
By: /s/ Scott K. Ginsburg
-----------------------------------
Name: Scott K. Ginsburg
Title: President and
Chief Executive Officer
Page 7
<PAGE> 8
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement, dated as of September 15, 1997, by and
among Chancellor Media Corporation, Scott K. Ginsburg and
Matthew E. Devine.
Page 8
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D) on behalf of each of them of Amendment No. 1 to the Schedule 13D
with respect to the Class A Common Stock, par value $.01 per share, of
Chancellor Broadcasting Company, a Delaware corporation, and that this
Agreement may be included as an Exhibit to such joint filing. This agreement
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 15th day of September, 1997.
Dated: September 15, 1997
By: /s/ Scott K. Ginsburg
--------------------------------------------
Scott K. Ginsburg
By: /s/ Matthew E. Devine
--------------------------------------------
Matthew E. Devine
CHANCELLOR MEDIA CORPORATION
(formerly known as Evergreen Media Corporation)
By: /s/ Scott K. Ginsburg
--------------------------------------------
Name: Scott K. Ginsburg
Title: President and Chief
Executive Officer
Page 9
