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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 8-K/A
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 18, 1996
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Evergreen Media Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 75-2247099
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(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
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(Address of Principal
Executive Offices)
(972) 869-9020
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(Registrant's telephone
number, including area code)
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ITEM 2. Acquisitions or Disposition of Assets
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On October 18, 1996, Evergreen Media Corporation of Miami, an indirect
wholly-owned subsidiary of Evergreen Media Corporation (the "Company"),
consummated the acquisition from WEDR, Inc., a Florida corporation and an
affiliate of The Rivers Group, of the assets used in the operation of WEDR-FM,
99.1 MHz, Miami, Florida, for a purchase price of approximately $65 million,
adjusted for certain prorations and adjustments. The acquisition was made
pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of June
27, 1996 between WEDR, Inc. and Evergreen Media Corporation of Los Angeles, a
wholly-owned subsidiary of the Company. The terms and conditions of the
acquisition were determined in an arms-length negotiation between unaffiliated
parties. The sources of financing for the acquisition were as follows:
approximately $49.5 million pursuant to the Company's Senior Credit Facility
with a syndicate of commercial banks led by Toronto Dominion (Texas), Inc.,
$12.5 million from an escrow account funded by the proceeds of the Company's
sale on August 1, 1996 of WSJZ-FM, Buffalo, New York, and $3 million from an
escrow account established pursuant to the Purchase Agreement. The Company
intends to continue using the assets acquired in the transaction in the
operation of WEDR-FM, 99.1 MHz, Miami, Florida.
ITEM 7. Financial Statements, Pro Form Financial Information and Exhibits
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7(a) Financial Statements of Business to Be Acquired
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The required financial statements with respect to WEDR, Inc. were
previously filed as part of the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 23, 1996, which report is
hereby amended.
7(b) Pro Forma Financial Information
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Pro forma financial information with respect to the acquisition of the
assets of WEDR-FM was previously filed as part of the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on September 20,
1996, which report is incorporated herein by reference.
7(c) Exhibits
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The Purchase Agreement was previously filed as Exhibit (h) to the
Company's Current Report on Form 10-Q for the quarterly period ended June 30,
1996, which exhibit is incorporated herein by reference.
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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.
Evergreen Media Corporation
By: /s/ Matthew E. Devine
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Matthew E. Devine
Chief Financial Officer
Date: November 1, 1996
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