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As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHANCELLOR BROADCASTING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2538487
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
12655 N. Central Expressway
Suite 405
Dallas, Texas 75243
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Steven Dinetz
12655 N. Central Expressway
Suite 405
Dallas, Texas 75243
(972) 239-6220
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent for Service)
Chancellor Broadcasting Company 1996 Stock Award Plan
Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz
Stock Option Grant Letter dated September 30, 1995 to Eric W. Neumann
Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz
Stock Option Grant Letter dated February 14, 1997 to Carl M. Hirsch
Stock Option Grant Letter dated October 12, 1994 to Jeffrey A. Marcus
Stock Option Grant Letter dated October 12, 1994 to John H. Massey
Stock Option Grant Letter dated January 10, 1996 to Matrice Ellis-Kirk
(Full Title of Plan)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Class A Common Stock, 2,020,857 Shares $7.50 to $36.75 $34,377,717 $10,417.49
$.01 Par Value
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<FN>
(1) Of the shares of Class A Common Stock, $.01 par value per share ("Class A Common Stock"), of Chancellor Broadcasting
Company (the "Company" or "Registrant") being registered hereby 916,456 shares (the "Plan Shares") relate to the
Chancellor Broadcasting Company 1996 Stock Award Plan (the "Plan"); 863,319 shares relate to shares issuable upon
exercise of options granted under the Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz; 88,500
shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter dated
September 30, 1995 to Eric W. Neumann; 44,250 shares relate to shares issuable upon exercise of options granted
under the Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz; 75,000 shares relate to shares
issuable upon exercise of options granted under the Stock Option Grant Letter dated February 14, 1997 to Carl M.
Hirsch; 13,333 shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter
dated October 12, 1994 to Jeffrey A. Marcus; 13,333 shares relate to shares issuable upon exercise of options
granted under the Stock Option Grant Letter dated October 12, 1994 to John H. Massey; and 6,666 shares relate to
shares issuable upon exercise of options granted under the Stock Option Grant Letter dated January 10, 1996 to
Matrice Ellis-Kirk (the foregoing option letters, collectively, the "Management Options").
(2) In accordance with section (h)(1) of Rule 457 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), the Proposed Maximum Aggregate Offering Price was calculated using Maximum Offering Prices Per
Share based upon, with respect to the Plan Shares for which the exercise or offering price was known at the time of
filing of this Registration Statement, the actual exercise prices, with respect to the Plan Shares for which the
offering price was unknown, the average high and low price of the Class A Common Stock on April 18, 1997 as reported
on the Nasdaq National Market System and, with respect to the Management Options, the actual exercise prices set
forth in such options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K (File No. 0-27726)
for the year ended December 31, 1996, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements for the year ended
December 31, 1996.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to in (a) above.
(c) The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A (File
No. 0-27726) filed under Section 12(g) of the Exchange Act, including
any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of Class A Common Stock offered
hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the shares of Class A
Common Stock offered hereby will be passed upon for the Company by
Weil, Gotshal & Manges LLP. As of April 23, 1997, partners of Weil,
Gotshal & Manges LLP owned 2,166 shares of Class A Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware (the
"Delaware Corporate Law") authorizes corporations to limit or to
eliminate the personal liability of directors to corporations and
their stockholders for monetary damages for breach of directors'
fiduciary duty of care. The Company's Second Restated Certificate of
Incorporation, as amended, limits the liability of the Company's
directors to the Company or its stockholders to the fullest extent
permitted by the Delaware Corporate Law as in effect from time to
time. Specifically, directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided
in the Delaware law, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Second Restated Certificate of Incorporation of the Company,
as amended, provides for the mandatory indemnification of the
directors and officers of the Company to the fullest extent permitted
by the Delaware Corporate Law. Pursuant to Section 145 of the
Delaware Corporate Law, the Company has the discretionary power to
indemnify its present and former directors and officers against
expenses actually and reasonably incurred by them in connection with
any suit (other than an action by or in the right of the Company) to
which such directors and officers were, are, or are threatened to be
made, a party by reason of their serving in such positions, so long as
they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interest of the corporation for
which they served in such positions, and with respect to any criminal
action, they had no reasonable cause to believe their conduct was
unlawful.
Under the Delaware Corporate Law, a corporation may also
indemnify any person who was or is a party to an action brought by or
in the right of the Company, but only for actual or reasonable defense
and settlement expenses and not for any satisfaction of a judgment or
settlement of the claim itself, and
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with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication that such director or
officer is liable to the corporation unless the court, upon
application, finds that in light of all the circumstances such person
is fairly and reasonably entitled to indemnity for such expenses.
The Delaware Corporate Law further provides that the
indemnification authorized thereby shall not be deemed exclusive of
any other rights to which any such officer or director may be entitled
under any bylaws, agreements, vote of stockholders or disinterested
directors, or otherwise.
The above discussion of the Second Restated Certificate of
Incorporation of the Company, as amended, and of Section 145 of the
Delaware Corporate Law is not intended to be exhaustive and is
qualified in its entirety by such certificate of incorporation and the
Delaware Corporate Law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions referred to above,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Second Restated Certificate of Incorporation of Chancellor
Broadcasting Company (incorporated by reference to Exhibit 3.9 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 0-27726)).
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4.2 Certificate of Amendment to Second Restated Certificate of
Incorporation of Chancellor Broadcasting Company (incorporated by
reference to Exhibit 3.10 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995 (File No. 0-27726)).
4.3 Second Restated By-laws of Chancellor Broadcasting Company
(incorporated by reference to Exhibit 3.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (File No. 0-27726)).
5.1 Opinion of Weil, Gotshal & Manges LLP*
23.1 Consent of Coopers & Lybrand LLP*
23.2 Consent of Price Waterhouse LLP*
23.3 Consent of Arthur Anderson LLP*
23.4 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-6 of this Registration Statement).
-------------------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in this Registration Statement
or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) See Item 6.
II-6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State
of Texas, on this 30th day of April, 1997.
CHANCELLOR BROADCASTING COMPANY
By: /s/ Jacques Kerrest
-------------------------------------
Jacques Kerrest
Senior Vice President and
Chief Financial Officer
Each person whose signature to this Registration Statement
appears below hereby appoints each of Steven Dinetz and Jacques
Kerrest as his attorney-in-fact to sign on his behalf individually and
in the capacity stated below and to file all post-effective amendments
to this Registration Statement, which amendments may make such changes
in and additions to this Registration Statement as such attorney-in-
fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Steven Dinetz Chief Executive Officer and Director April 30, 1997
----------------------------------------- (Principal Executive Officer of the
Steven Dinetz Registrant)
/s/ Jacques Kerrest Senior Vice President and Chief April 30, 1997
----------------------------------------- Financial Officer (Principal
Jacques Kerrest Financial Accounting Officer of the
Registrant)
/s/ Thomas O. Hicks Chairman of the Board and Director April 30, 1997
-----------------------------------------
Thomas O. Hicks
/s/ Lawrence D. Stuart, Jr. Director April 30, 1997
-----------------------------------------
Lawrence D. Stuart, Jr.
/s/ Eric C. Neuman Director April 30, 1997
-----------------------------------------
Eric C. Neuman
II-7
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Signature Title Date
--------- ----- ----
/s/ John H. Massey Director April 30, 1997
-----------------------------------------
John H. Massey
/s/ Jeffrey A. Marcus Director April 30, 1997
-----------------------------------------
Jeffrey A. Marcus
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II-8
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
<S> <C> <C>
Sequentially
Exhibit Numbered
No. Description Page
------- ----------- --------------
4.1 Second Restated Certificate of Incorporation of
Chancellor Broadcasting Company (incorporated by
reference to Exhibit 3.9 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1995 (File No. 0-27726)).
4.2 Certificate of Amendment to Second Restated
Certificate of Incorporation of Chancellor
Broadcasting Company (incorporated by reference to
Exhibit 3.10 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995 (File No. 0-
27726)).
4.3 Second Restated By-laws of Chancellor Broadcasting
Company (incorporated by reference to Exhibit 3.11 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (File No.
0-27726)).
5.1 Opinion of Weil, Gotshal & Manges LLP*
23.1 Consent of Coopers & Lybrand LLP*
23.2 Consent of Price Waterhouse LLP*
23.3 Conent of Arthur Andersen LLP*
23.4 Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (see page II-6 of this
Registration Statement).
</TABLE>
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*Filed herewith
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Exhibit 5.1
April 30, 1997
Chancellor Broadcasting Company
12655 N. Central Expressway
Dallas, Texas 75243
Ladies and Gentlemen:
We have acted as counsel to Chancellor Broadcasting Company, a
Delaware corporation (the "Company"), in connection with the
preparation and filing by the Company with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-8
(the "Registration Statement"), under the Securities Act of 1933, as
amended, with respect to the offer and sale by the Company of up to
2,020,857 shares (the "Shares") of the Class A Common Stock, par value
$.01 per share, of the Company. Of the total Shares, up to 916,456
shares (the "Plan Shares") are issuable upon exercise of awards
granted pursuant to the Company's 1996 Stock Award Plan (the "Plan")
and up to 1,104,410 shares (the "Option Shares") are issuable upon
exercise of certain stock options granted pursuant to certain option
grant letters identified in the Registration Statement (the "Option
Letters").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration
Statement, the Plan, the forms of option agreements under the Plan,
the Option Letters and such corporate records, agreements, documents,
and other instruments and such certificates or comparable documents of
public officials and of officers and representatives of the Company,
and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
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Chancellor Broadcasting Company
April 30, 1997
Page
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates of
officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. When the Plan Shares are issued and delivered against receipt
of payment therefor in accordance with the terms of the Plan and
awards duly authorized in accordance with the terms of the Plan, the
Plan Shares will be validly issued, fully paid and nonassessable.
2. When the Option Shares are issued and delivered against
receipt of payment therefor in accordance with the respective terms of
the Option Letters to which they relate, such Option Shares will be
validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws
of the State of Delaware, and we express no opinion as to the effect
on the matters covered by this letter of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. This
opinion letter may not be used or relied upon by any other person, nor
may this letter or any copies thereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise referred
to without our prior written consent, provided, we consent to the use
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8
of our reports dated February 13, 1997, except for Note 15 as to which
the date is February 19, 1997, on our audits of the financial
statements and financial statements schedule of Chancellor
Broadcasting Company and Subsidiaries.
/s/ Coopers & Lybrand L.L.P.
----------------------------------------
Coopers & Lybrand L.L.P.
Dallas, TX
April 28, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Chancellor Broadcasting Company
of our report dated February 14, 1996 relating to the consolidated
financial statements of Trefoil Communications, Inc., which appears on
page F-39 of the 1996 Annual Report on Form 10-K of Chancellor
Broadcasting Company. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which
appears on page S-12 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Los Angeles, California
April 29, 1997
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part
of this registration statement.
/s/ Arthur Andersen LLP
----------------------------------------
Arthur Andersen LLP
Washington, D.C.,
April 29, 1997
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