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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Materials Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
EVERGREEN MEDIA CORPORATION
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(Name of Registrant as specified in its Charter)
EVERGREEN MEDIA CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-(6)(i)(1) or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
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(4) Proposed maximum aggregate value of transaction:
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_/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$125
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(2) Form Schedule or Registration Statement No.:
Schedule 14A
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(3) Filing Party:
Evergreen Media Corporation
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(4) Date Filed:
April 16, 1996
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EVERGREEN MEDIA CORPORATION
433 EAST LAS COLINAS BOULEVARD
IRVING, TEXAS 75039
______________________________
SUPPLEMENT TO
PROXY STATEMENT
DATED APRIL 16, 1996
______________________________
This Supplement supplements the Proxy Statement of Evergreen Media
Corporation (the "Company") dated April 16, 1996 (the "Proxy Statement") related
to the 1996 Annual Meeting of Stockholders of the Company to be held at the
Harvey Hotel, 4545 W. John Carpenter Freeway, Irving, Texas 75063 on May 15,
1996 at 8:30 a.m. (c.d.s.t.) and any adjournment thereof. Capitalized terms
used herein but not defined have the meaning assigned to such terms in the Proxy
Statement.
EMPLOYMENT AGREEMENT
The Company has entered into a new employment agreement, dated April
15, 1996 (the "Agreement"), with Mr. Scott K. Ginsburg, Chairman of the Board
and Chief Executive Officer of the Company. The terms of the Agreement are set
forth herein:
Mr. Ginsburg's employment agreement has a term that extends through
December 31, 2000 and provides for an initial annual base salary of $750,000 in
1996 which increases incrementally each year to $950,000 in 2000. In addition,
the Agreement provides for Mr. Ginsburg to receive an annual incentive bonus
based upon a percentage of the amount by which the Company exceeds certain
annual performance targets which are defined in the Agreement. The Agreement
also provides that Mr. Ginsburg is eligible to receive options to purchase Class
A Common Stock. Upon execution of the Agreement, Mr. Ginsburg was awarded an
option to purchase 100,000 shares of Class A Common Stock at an exercise price
of $32.75 per share (representing the last sale price of the Class A Common
Stock on the Nasdaq National Market on April 12, 1996). Mr. Ginsburg is
eligible to receive, over the term of the Agreement, options to purchase up to
an additional 125,000 shares of Class A Common Stock, subject to continued
employment and satisfaction of other conditions specified in the Agreement.
Upon execution of the Agreement, Mr. Ginsburg also received a one time bonus in
the amount of $1,000,000 in consideration of his extraordinary services to the
Company including with respect to the Company's strong operating performance,
broadcast properties acquisition program and Mr. Ginsburg's other activities on
behalf of the Company. Under the Agreement, the Company also agreed to make to
Mr. Ginsburg a ten-year unsecured loan in the amount of $3,500,000 bearing
interest at a fixed rate equal to the applicable Federal long-term rate in
effect on the date on which the loan is made. The terms of the loan will
require Mr. Ginsburg to repay principal of the loan in five equal annual
installments, commencing on the sixth anniversary of the date on which the loan
is made. As of the date hereof, the Company has not made the loan contemplated
by the Agreement. The Company expects to make the loan during fiscal 1996.
The Agreement may be terminated by Mr. Ginsburg in the event of a
"change in control" of the Company, in which event Mr. Ginsburg is entitled to
receive (i) an accelerated grant of all options to which he otherwise would have
been entitled over the term of the Agreement, (ii) immediate payment of the base
salary which he otherwise would have earned over the term of the Agreement and
(iii) a pro-rated annual incentive bonus. The Agreement may be terminated by
the Company upon the permanent disability of Mr. Ginsburg, in which event, Mr.
Ginsburg shall receive (i) base salary for one year (payable in installments)
from the date of termination at the level in effect on the date of termination
and (ii) a pro-rated annual incentive bonus. The Agreement may also be
terminated by the Company for or without cause, provided that, in the event such
termination is without cause, Mr. Ginsburg shall receive (i) grants of options
on the same schedule and under the same terms as if such termination had
occurred on December 31, 2000; (ii) base salary, payable
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in installments through December 31, 2000, in the amounts to which Mr. Ginsburg
would have been entitled if such termination had occurred on December 31, 2000;
and (iii) a pro-rated annual incentive bonus. The Agreement terminates upon the
death of Mr. Ginsburg, in which event, Mr. Ginsburg's estate or legal
representative shall receive the amounts that would have been payable to Mr.
Ginsburg in the event of termination for reason of his permanent disability (set
forth above).
During the term of this Agreement, Mr. Ginsburg is prohibited from
engaging in certain activities competitive with the business of the Company.
1995 STOCK OPTION PLAN FOR EXECUTIVE OFFICERS AND KEY EMPLOYEES
The disclosure contained in the "Approval of the Evergreen Media
Corporation 1995 Stock Option Plan for Executive Officers and Key Employees"
section of the Proxy Statement is amended to reflect the option award to Mr.
Ginsburg on April 15, 1996. The table and related disclosure contained on page
17 of the Proxy Statement are hereby revised to read as follows:
To date, a total of 350,000 options under the 1995 Stock Option Plan have been
granted to executive officers of the Company, subject to stockholder approval of
the 1995 Stock Option Plan:
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING
NAME AND POSITION DOLLAR VALUE EACH GRANT OF OPTIONS
- ------------------------------ ------------- ---------------------------
<S> <C> <C>
Scott K. Ginsburg (a) (d) 100,000
James E. de Castro (b) (d) 100,000
Matthew E. Devine (c) (d) 50,000
Kenneth J. O'Keefe (d) 100,000
Executive Group (d) 350,000
Non-Executive Director Group - 0
Non-Executive Officer - 0
Employee Group
</TABLE>
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(a) Mr. Ginsburg is eligible for the award of up to an additional 125,000 stock
options under the terms of his employment agreement subject to continued
employment and the satisfaction of certain other conditions.
(b) Mr. de Castro is eligible for the award of up to an additional 100,000
stock options under the terms of his employment agreement subject to
continued employment and the satisfaction of certain other conditions.
(c) Mr. Devine is eligible for the award of up to an additional 50,000 stock
options under the terms of his employment agreement subject to continued
employment and the satisfaction of certain other conditions.
(d) The respective dollar value of each stock option granted under the 1995
Stock Option Plan depends on the exercise price of such stock option and
the fair market value of Class A Common Stock of the Company at the time of
exercise of such stock option and thus is not determinable at this time.
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CERTAIN RELATIONSHIPS AND TRANSACTIONS
The "Certain Relationships and Transactions" section of the Proxy
Statement is amended to include the following supplemental information:
Under the terms of the Company's employment agreement with Mr.
Ginsburg, dated April 15, 1996, the Company has agreed to make to Mr. Ginsburg a
ten-year unsecured loan. For a discussion of the terms of the loan, see
"Employment Agreement" above. As of the date hereof, the loan has not been
made.
* * *
NO NEW PROXY CARD IS BEING DISTRIBUTED WITH THIS SUPPLEMENT. STOCKHOLDERS
WISHING TO GIVE A PROXY SHOULD COMPLETE THE PROXY CARD ENCLOSED WITH THE PROXY
STATEMENT DATED APRIL 16, 1996 PURSUANT TO THE INSTRUCTIONS CONTAINED THEREIN.
A STOCKHOLDER WHO GIVES, OR WHO PRIOR TO THE DATE HEREOF HAS GIVEN, A
PROXY MAY REVOKE IT AT ANY TIME BEFORE IT IS EXERCISED BY (I) FILING WITH THE
BANK OF NEW YORK IN ITS CAPACITY AS TRANSFER AGENT FOR THE COMPANY'S COMMON
STOCK (THE "TRANSFER AGENT"), AT OR BEFORE THE ANNUAL MEETING, A WRITTEN NOTICE
OF REVOCATION BEARING A LATER DATE THAN THE PROXY, (II) DULY EXECUTING A
SUBSEQUENT PROXY RELATING TO THE SAME SHARES OF COMMON STOCK AND DELIVERING IT
TO THE TRANSFER AGENT AT OR BEFORE THE ANNUAL MEETING OR (III) ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON (ALTHOUGH ATTENDANCE AT THE ANNUAL MEETING
WILL NOT IN AND OF ITSELF CONSTITUTE A REVOCATION OF A PROXY). ANY WRITTEN
NOTICE REVOKING A PROXY SHOULD BE SENT TO THE BANK OF NEW YORK, 101 BARCLAY
STREET, NEW YORK, NEW YORK 10286, ATTN: PROXY DEPARTMENT.
By Order of the Board of Directors
Matthew E. Devine
Secretary
Irving, Texas
May 8, 1996
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