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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 22, 1997
Chancellor Media Corporation of Los Angeles
(Exact Name of Registrant as
Specified in Charter)
333-32259
(Commission File No.)
75-2451687
(IRS Employer
Identification No.)
Delaware
(State or Other Jurisdiction
of Incorporation)
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
(Address of Principal
Executive Offices)
(972) 869-9020
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On December 23, 1997, Chancellor Media Corporation of Los Angeles
("CMCLA" and, together with its subsidiaries, the "Company"), a subsidiary
of Chancellor Media Corporation, issued the press release filed herewith as
Exhibit 99.1 in connection with the offering of $500,000,000 aggregate
principal amount of its 8-1/8% Senior Subordinated Notes due 2007. Pursuant
to Rule 135c under the Securities Act of 1933, as amended, CMCLA is filing
this Current Report on Form 8-K, together with Exhibit 99.1, with the
Securities and Exchange Commission.
On December 29, 1997, the Company consummated the acquisition of
radio stations WGCI-FM/AM, Chicago, Illinois, KKBQ-FM/AM, Houston, Texas, and
KHKS-FM, Dallas, Texas from Pacific and Southern Co., Inc. ("P&S"), a subsidiary
of Gannet Co., for $340.0 million in cash plus various other direct acquisition
costs (the "Gannett Acquisition"). The purchase price of $340.0 million was
determined as a result of an arms-length negotiation between the Company and
P&S, which are unrelated parties. The Company borrowed under its senior credit
facility with a syndicate of commercial banks and other institutional lenders to
finance the Gannett Acquisition. A copy of the Company's senior credit
facility, listing the commercial banks and other institutional lenders thereto,
has previously been filed with the Securities and Exchange Commission as Exhibit
4.10 to the Current Report on Form 8-K of Evergreen Media Corporation, dated
April 1, 1997 and filed on May 9, 1997. The assets acquired by the Company in
the Gannett Acquisition constitute plant, equipment and other physical property
used in the operation of radio stations and will continue to be utilized by the
Company for such purposes.
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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.
Chancellor Media Corporation of Los Angeles
By: /s/Matthew E. Devine
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Matthew E. Devine
Chief Financial Officer
Date: December 30, 1997
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EXHIBIT INDEX
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* 99.1. Press release dated December 23, 1997.
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* Filed herewith.
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EXHIBIT 99.1
NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
CONTACT:
Matthew E. Devine
Chief Financial Officer
Chancellor Media Corporation
972/869-9020
CHANCELLOR MEDIA CORPORATION
COMPLETES DEBT PLACEMENT BY SUBSIDIARY
Dallas, Texas, December 23, 1997 -- Chancellor Media Corporation (Nasdaq: AMFM)
announced that its subsidiary, Chancellor Media Corporation of Los Angeles, has
completed the sale of its $500,000,000 of 8-1/8% Senior Subordinated Notes due
2007 in a private placement transaction. The Company used the net proceeds of
the offering of approximately $485 million to reduce indebtedness outstanding
under the revolving credit portion of the Company's senior credit facility.
The placement of the notes has not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities or blue sky laws,
and the notes may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of such laws.
