<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 23, 1997
<TABLE>
<S> <C>
Chancellor Media Corporation Chancellor Media Corporation of Los Angeles
- ---------------------------- -------------------------------------------
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in Charter) Specified in Charter)
000-21570 333-32259
--------- ---------
(Commission File No.) (Commission File No.)
75-2247099 75-2451687
---------- ----------
(IRS Employer (IRS Employer
Identification No.) Identification No.)
Delaware Delaware
-------- --------
(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
</TABLE>
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)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
KPMG Peat Marwick, LLP ("Peat Marwick") has served as the
auditors for Chancellor Media Corporation, a Delaware corporation formerly
known as Evergreen Media Corporation ("Chancellor Media"), and Chancellor Media
Corporation of Los Angeles, a Delaware corporation formerly known as Evergreen
Media Corporation of Los Angeles ("CMCLA"), and has advised Chancellor Media
and CMCLA on federal, state and local tax matters. After an evaluation by
management of services provided by other independent accounting firms,
Chancellor Media and CMCLA dismissed Peat Marwick as their independent
accountants on September 23, 1997, and have engaged Coopers & Lybrand L.L.P.
("Coopers") as the new independent accountants for Chancellor Media and CMCLA
as of such date. The decision to dismiss Peat Marwick was approved by the
Board of Directors of Chancellor Media and CMCLA.
Peat Marwick's reports on the financial statements of
Chancellor Media and CMCLA for the past two years did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During the two most recent
fiscal years of Chancellor Media and CMCLA and the subsequent interim period
preceding the dismissal, there were no disagreements with Peat Marwick on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Peat Marwick, would have caused Peat Marwick to make reference
to the subject matter of the disagreements in connection with its report. In
addition, during the two most recent fiscal years of Chancellor Media and CMCLA
and the subsequent interim period preceding the dismissal, there were no events
of the type requiring disclosure under Item 304(a)(1)(v) of Regulation S-K
During the two most recent fiscal years of Chancellor Media
and CMCLA and the subsequent interim period preceding the dismissal of Peat
Marwick, Chancellor Media and CMCLA did not consult with Coopers regarding (i)
the application of accounting principles to a specified transaction (either
completed or proposed), (ii) the type of audit opinion that might be rendered
on the financial statements of Chancellor Media or CMCLA or (iii) any matter
that was the subject of a "disagreement" or a "reportable event" (as each term
is defined in Item 304(a)(2)(ii) of Regulation S-K). However, Coopers
previously served as the independent accountants for (i) Chancellor
Broadcasting Company, a Delaware corporation ("Chancellor"), which was merged
with and into Evergreen Mezzanine Holdings Corporation, a wholly-owned
subsidiary of Chancellor Media, on September 5, 1997, and (ii) Chancellor Radio
Broadcasting Company, a Delaware corporation ("CRBC"), which was merged with
and into CMCLA on September 5, 1997 (collectively, the "Chancellor Merger").
In connection with the Chancellor Merger, Chancellor Media discussed with
Coopers various financial statement issues related to its historical
association with Chancellor and CRBC, and also discussed the various filings
submitted by Chancellor Media, Chancellor, CMCLA and CRBC to the Commission in
respect of the Chancellor Merger, which filings included or incorporated by
reference the financial statements of Chancellor Media, Chancellor, CMCLA and
CRBC.
Chancellor Media and CMCLA have provided Peat Marwick with a
copy of the disclosures they are making in this Item 4. Peat Marwick has
furnished Chancellor Media and CMCLA with a letter addressed to the Commission
stating that it agrees with the statements made by Chancellor Media and CMCLA
in this Item 4. Chancellor Media and CMCLA have filed a copy of Peat Marwick's
letter as Exhibit 16.1 to this Current Report on Form 8-K.
2
<PAGE> 3
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
7(c) Exhibits
* 16.1 Letter from KPMG Peat Marwick, LLP to the Securities
and Exchange Commission dated September 29, 1997.
- ---------------
* Filed herewith.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Chancellor Media Corporation Chancellor Media Corporation of Los Angeles
By: /s/ Matthew E. Devine By: /s/ Matthew E. Devine
----------------------------- ---------------------------------
Matthew E. Devine Matthew E. Devine
Chief Financial Officer Chief Financial Officer
Date: September 29, 1997
4
<PAGE> 5
EXHIBIT INDEX
* 16.1 Letter from KPMG Peat Marwick, LLP to the Securities and
Exchange Commission dated September 29, 1997.
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 16.1
[Letterhead of KPMG Peat Marwick L.L.P.]
September 29, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Evergreen Media Corporation and
Evergreen Media Corporation of Los Angeles (names subsequently changed to
Chancellor Media Corporation and Chancellor Media Corporation of Los Angeles,
respectively) and, under the date of January 31, 1997, except for note 2(c),
which is as of February 19, 1997, we reported on the consolidated financial
statements of Evergreen Media Corporation and subsidiaries and the consolidated
financial statements of Evergreen Media Corporation of Los Angeles and
subsidiaries as of December 31, 1995 and 1996 and for each of the years in the
three-year period ended December 31, 1996. On September 23, 1997, our
appointment as principal accountants was terminated. We have read the
statements of Chancellor Media Corporation and Chancellor Media Corporation of
Los Angeles (collectively, the "Companies") included under Item 4 of their Form
8-K dated September 29, 1997, and we agree with such statements, except that we
are not in a position to agree or disagree with the Companies' stated reason
for changing principal auditors, or with the Companies' statement that the
change was approved by the board of directors, or with the statements made by
the Companies in the third paragraph of Item 4 of the aforementioned Form 8-K.
/s/ KPMG Peat Marwick L.L.P.
