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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): May 27, 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 May 27, 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
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7(c) Exhibits
99. Press Release dated May 27, 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: May 29, 1997
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99 Press Release dated May 27, 1997
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EXHIBIT 99
EVERGREEN MEDIA IS PURSUING RULE 144A PLACEMENT
IRVING, Texas, May 27, 1997 - Evergreen Media Corporation (Nasdaq:
EVGM) today announced that it is pursuing the placement under Rule 144A
of the Securities Act of 1933, as amended (the "Act"), of 4,000,000 shares of
the Company's convertible exchangeable preferred stock (liquidation preference
$50.00 per share), with an over-allotment option of up to 600,000 shares.
The convertible exchangeable preferred stock will be convertible into the
Company's Class A Common Stock and will, under certain circumstances, be
exchangeable at the Company's option for convertible subordinated debentures
of the Company. The placement of convertible exchangeable preferred stock
will not be registered and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Act. Evergreen expects to use the net proceeds of the
offering, which are expected to total approximately $193 million, as part of
the financing required to purchase certain radio stations from Viacom
International, Inc. which was announced in February of this year.
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]
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