<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996
REGISTRATION NO. 333-12453
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- - - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EVERGREEN MEDIA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4832 75-2247009
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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433 EAST LAS COLINAS BOULEVARD
IRVING, TEXAS 75039
(972) 869-9020
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SCOTT K. GINSBURG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
433 EAST LAS COLINAS BOULEVARD
IRVING, TEXAS 75039
(972) 869-9020
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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COPIES TO
JOHN D. WATSON, JR., ESQ. WINTHROP B. CONRAD, JR., ESQ.
WILLIAM A. VOXMAN, ESQ. JAMES M. LURIE, ESQ.
LATHAM & WATKINS DAVIS POLK & WARDWELL
1001 PENNSYLVANIA AVENUE, N.W. 450 LEXINGTON AVENUE
WASHINGTON, D.C. 20004-2505 NEW YORK, NEW YORK 10017
(202) 637-2200 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-12453
----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Shares to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Evergreen Media
Corporation Class
A Common Stock,
par value $.01
per share........... 1,150,000 30.625 35,218,750 10,672.35
==============================================================================================
</TABLE>
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
===============================================================================
<PAGE>
In accordance with General Instruction IV to Form S-3 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of Registration Statement
333-12453 originally filed with the Securities and Exchange Commission on
September 20, 1996, as amended by Amendment No.1 thereto filed October 16, 1996.
Exhibits
The following exhibits are filed herewith.
Exhibit No. Description of Exhibit
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5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included as part
of their opinion listed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Price Waterhouse LLP
23.6 Consent of Arthur Andersen LLP
23.7 Consent of Miller, Kaplan, Arase & Co.
<PAGE>
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF IRVING, STATE OF TEXAS, ON OCTOBER 17, 1996.
Evergreen Media Corporation
By: /s/ Matthew E. Devine
---------------------------------
MATTHEW E. DEVINE
SENIOR VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
* Chairman of the October 17,
- - - ------------------------------------- Board and Chief 1996
SCOTT K. GINSBURG Executive Officer
(Principal
Executive Officer)
* President, Chief October 17,
- - - ------------------------------------- Operating Officer 1996
JAMES DE CASTRO and Director
/s/ Matthew E. Devine Senior Vice October 17,
- - - ------------------------------------- President 1996
MATTHEW E. DEVINE (Principal
Financial Officer
and Principal
Accounting Officer)
and Director
* Executive Vice October 17,
- - - ------------------------------------- President and 1996
KENNETH O'KEEFE Director
* Director October 17,
- - - ------------------------------------- 1996
JOSEPH M. SITRICK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
* Director October 17, 1996
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THOMAS J. HODSON
* Director October 17, 1996
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PERRY J. LEWIS
* Director October 17, 1996
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ERIC L. BERNTHAL
*By: /s/ Matthew E. Devine
--------------------------------
MATTHEW E. DEVINE
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
October 17, 1996
Evergreen Media Corporation
433 East Las Colinas Boulevard
Irving, Texas 75039
Re: Public offering by Evergreen Media Corporation (the "Company")
of up to 1,150,000 shares of Class A Common Stock of the
Company, par value $0.01 per share, pursuant to a Registration
Statement on Form S-3 of the Company filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended.
Ladies and Gentlemen:
In connection with the registration of up to 1,150,000 shares (the
"Shares") of Class A Common Stock of the Company, par value $0.01 per share (the
"Class A Common Stock"), under the Securities Act of 1933, as amended (the
"Act"), by Evergreen Media Corporation, a Delaware corporation (the "Company"),
on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on October 17, 1996 pursuant to Rule 462(b) under the Act, you
have requested our opinion with respect to the matters set forth below.
Pursuant to Rule 462(b), such registration statement is deemed to be a part of
registration statement (file no. 333-12453) originally filed by the Company with
the Commission on September 20, 1996, as amended by Amendment No. 1 thereto
filed with the Commission on October 16, 1996 (the two such registration
statements being collectively referred to herein as the "Registration
Statement").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of up to
1,150,000 Shares of the Class A Common Stock to be offered by the Company, and
for the purposes of this opinion, have assumed such proceedings
<PAGE>
LATHAM & WATKINS
October 17, 1996
Page 2
will be timely completed in the manner presently proposed. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we
have deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon,
of any other laws or as to any matters of municipal law or the laws of any
other local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
<PAGE>
Exhibit 23.2
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Independent Auditors' Consent
The Board of Directors
Evergreen Media Corporation:
We consent to incorporation by reference in this Registration Statement on
Form S-3 of Evergreen Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-12453) of Evergreen Media Corporation of (a) our report dated February 9,
1996, except for note 14(b), which is as of February 14, 1996, and note l(m),
which is as of August 8, 1996, relating to the consolidated balance sheets of
Evergreen Media Corporation and subsidiaries as of December 31, 1994 and 1995
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the Form 8-K/A dated September 3, 1996 filed by
Evergreen Media Corporation, (b) our report dated June 28, 1996, relating to the
balance sheet of WEDR, Inc. as of December 31, 1995 and the related statements
of operations and retained earnings and cash flows for the year then ended,
which report appears in the Form 8-K dated August 23, 1996 filed by Evergreen
Media Corporation, (c) our report dated September 24, 1996, relating to the
balance sheet of KKSF-FM/KDFC-FM and AM as of December 31, 1995, and the related
statements of operations and division equity and cash flows for the year then
ended, which report appears in the Form 8-K dated September 30, 1996 filed by
Evergreen Media Corporation, and (d) our report dated March 29, 1996 relating to
the balance sheet of WDAS-AM/FM as of December 31, 1995, and the related
statements of earnings and station equity and cash flows for the year then
ended, which report appears in the Form 8-K dated September 30, 1996 filed by
Evergreen Media Corporation. We also consent to the reference to our firm under
the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Dallas, Texas
October 16, 1996
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Evergreen Media Corporation on Form S-3 (the "462(b) Registration Statement") of
our report dated January 19, 1996 (which contained an explanatory paragraph
emphasizing that the financial statements of Pyramid Communications, Inc. were
not comparable to the financial statements of its predecessor, KISS Limited
Partnership) on the consolidated financial statements of Pyramid Communications,
Inc. and KISS Limited Partnership appearing in a Current Report on Form 8-K of
Evergreen Media Corporation dated June 26, 1996, and to the incorporation by
reference in the 462(b) Registration Statement of the reference to us under the
heading "Experts" in Amendment No. 1 to Registration Statement No. 333-12453
which is incorporated by reference in this 462(b) Registration Statement.
/s/ Deloitte & Touche LLP
---------------------------------
Deloitte & Touche LLP
Boston, Massachusetts
October 16, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Evergreen Media Corporation on Form S-3 filed pursuant to Rule 462(b) and
relating to the Registration Statement of Evergreen Media Corporation on Form
S-3 (File No. 333-12453) of our report dated February 24, 1995, on our audits of
the consolidated financial statements of Broadcasting Partners, Inc. and
Subsidiaries as of June 30, 1993 and December 31, 1993 and 1994, and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for each of the two years in the period ended June 30, 1993 and
the six month period from July 1, 1993 to December 31, 1993 and the year ended
December 31, 1994 which report is included in Form 8-K/A of Evergreen Media
Corporation dated May 12, 1995. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
October 17, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Evergreen
Media Corporation of our report dated August 22, 1996 relating to the
financial statements of Century Chicago Broadcasting, L.P. as of December
31, 1995 and for the year then ended, which is incorporated by reference
in the Current Report on Form 8-K of Evergreen Media Corporation dated
September 20, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
October 17, 1996
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement filed pursuant to Rule 462(b)
of our report dated September 10, 1996 included in Evergreen Media Corporation's
Form 8-K dated September 20, 1996 and to all references to our Firm, included in
this registration statement file no. 333-12453.
/s/ Arthur Andersen LLP
Chicago, Illinois
October 17, 1996
<PAGE>
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Evergreen Media Corporation filed pursuant to Rule
462(b) and relating to the Registration Statement (File No. 333-12453) of
Evergreen Media Corporation of our report dated September 20, 1996 and relating
to the financial statements of KYLD-FM (A Division of Crescent Communications,
L.P.) as of December 31, 1995 and for the year then ended, which is
incorporated by reference in the Current Report on Form 8-K of Evergreen Media
Corporation dated September 20, 1996. We also consent to the reference to us
under the heading "Experts" in the Prospectus included in such Registration
Statement.
/s/ MILLER, KAPLAN, ARASE & CO.
MILLER, KAPLAN, ARASE & CO.
North Hollywood, California
October 17, 1996
