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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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 11, 1997
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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 5. Other Events
On June 11, 1997, Evergreen Media Corporation (together with its
subsidiaries, the "Company") issued the press release filed herewith as Exhibit
99. Pursuant to Rule 135c under the Securities Act of 1933, as amended, the
Company is filing this Current Report on Form 8-K, together with Exhibit 99,
with the Commission.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits
7(c) Exhibits
99. Press Release dated June 11, 1997.
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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: June 12, 1997
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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99. Press Release dated June 11, 1997.
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EXHIBIT 99
EVERGREEN MEDIA OFFERS 5,500,000 CONVERTIBLE
EXCHANGEABLE SHARES
IRVING, Texas, June 11, 1997 - Evergreen Media Corporation (Nasdaq: EVGM)
today announced the placement under Rule 144A of the Securities Act of 1933, as
amended (the "Act"), of 5,500,000 shares of the Company's convertible
exchangeable preferred stock (liquidation preference $50.00 per share)
generating gross proceeds to the Company of $275 million. The convertible
exchangeable preferred stock yields 6%, is convertible into the Company's Class
A Common Stock at a conversion price of $50.00 per share of Class A Common
Stock and is, under certain circumstances, exchangeable at the Company's option
for convertible subordinated debentures of the Company. The Company has
granted the initial purchasers an over-allotment option to purchase up to an
additional 500,000 shares.
Evergreen expects to use the net proceeds of the offering as part of the
financing required to purchase certain radio stations from Viacom
International, Inc. which was announced in February of this year.
The placement of convertible exchangeable preferred stock has not and will not
be registered under the Act and the securities may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Act.
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Evergreen Media Corporation Jaffoni & Collins Incorporated
972/869-9020 212/505-3015, e-mail: [email protected]
