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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CHANCELLOR MEDIA CORPORATION
(formerly known as Evergreen Media Corporation)
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
158915 10 8
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(CUSIP Number)
Scott K. Ginsburg
Chancellor Media Corporation
433 E. Las Colinas Blvd.
Suite 1130
Irving, TX 75039
(972) 869-9020
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John D. Watson, Jr., Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
(202) 637-2200
September 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
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AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. 158915 10 8
<TABLE>
<S> <C> <C>
1. NAME OF REPORTING PERSONS:
Scott K. Ginsburg
IRS IDENTIFICATION NUMBER OF ABOVE PERSON:
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,364,066
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8. SHARED VOTING POWER: 0
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9. SOLE DISPOSITIVE POWER: 2,364,066
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10. SHARED DISPOSITIVE POWER: 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,364,066
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.0%
14. TYPE OF REPORTING PERSON:
IN
</TABLE>
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The Schedule 13D (the "Schedule 13D") filed on March 3, 1997 by Scott K.
Ginsburg is hereby amended by this Amendment No. 1 ("Amendment No. 1") as
follows:
1. ITEM 1 (SECURITY AND ISSUER) is amended to report that, as a result of
the completion of the Chancellor Merger Agreement (as defined below), (i) the
name of the Issuer has been changed to "Chancellor Media Corporation" (as so
renamed, the "Issuer") and (ii) each share of Class A Common Stock and Class B
Common Stock (as each term is defined in the Schedule 13D) has been
reclassified, changed and converted into one share of Common Stock, par value
$.01 per share, of the Issuer (as so reclassified, changed and converted, the
"Common Stock"). The Common Stock is listed on The Nasdaq National Market,
under the symbol "AMFM." The CUSIP Number for the Common Stock is 158915 10 8.
2. ITEM 2 (A) - (C), (F) (IDENTITY AND BACKGROUND) is amended to report
that the Reporting Person is the President and Chief Executive Officer of the
Issuer. The principal occupation of the Reporting Person is the performance of
his duties as President, Chief Executive Officer and a director of the Issuer.
The business address of the Reporting Person and the Issuer is c/o Chancellor
Media Corporation, 433 East Las Colinas Boulevard, Suite 1130, Irving, Texas
75039.
3. ITEM 4 (PURPOSE OF TRANSACTION) is amended to report that on September
5, 1997, the transactions contemplated by the Amended and Restated Agreement
and Plan of Merger, dated as of February 19, 1997 and amended and restated as
of July 31, 1997 (the "Chancellor Merger Agreement"), among Chancellor
Broadcasting Company, a Delaware corporation ("Chancellor"), Chancellor Radio
Broadcasting Company, a Delaware corporation ("CRBC"), Evergreen Media
Corporation, a Delaware corporation ("Evergreen"), Evergreen Mezzanine Holdings
Corporation, a Delaware corporation ("EMHC") and Evergreen Media Corporation of
Los Angeles, a Delaware corporation ("EMCLA") were consummated. Pursuant to the
Chancellor Merger Agreement, (i) Chancellor was merged (the "Parent Merger")
with and into EMHC, a wholly-owned subsidiary of Evergreen and (ii) CRBC was
merged (the "Subsidiary Merger" and, collectively with the Parent Merger, the
"Merger") with and into EMCLA, a wholly-owned subsidiary of EMHC. Upon
completion of the Parent Merger, Evergreen was renamed Chancellor Media
Corporation and EMHC was renamed Chancellor Mezzanine Holdings Corporation.
Upon completion of the Subsidiary Merger, EMCLA was renamed Chancellor Media
Corporation of Los Angeles. As a result of the Parent Merger, among other
things, (i) each share of the Class A Common Stock and each share of the Class
B Common Stock was reclassified, changed and converted into one share of the
Common Stock of the Issuer and (ii) each share of Chancellor's Class A Common
Stock, par value $.01 per share (the "Chancellor Class A Common Stock"), and
each share of Chancellor's Class B Common Stock, par value $.01 per share (the
"Chancellor Class B Common Stock"), outstanding immediately prior to the
effective time of the Parent Merger (the "Effective Time") was converted into
the right to receive 0.9091 shares of the Common Stock of the Issuer.
Item 4 (Purpose of Transaction) is further amended to report that, at the
Effective Time, the Stockholders Agreement (as such term is defined in the
Schedule 13D) terminated pursuant to its terms. Accordingly, at such time, any
interest that Chancellor (as
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such term is defined in the Schedule 13D), the Principal Chancellor
Stockholders (as such term is defined in the Schedule 13D) and Lawrence D.
Stuart, Jr. may have been deemed to have in the Class A Common Stock or the
Class B Common Stock as a result of the Stockholders Agreement also terminated
at the Effective Time.
4. ITEM 5 (INTEREST IN SECURITIES OF THE ISSUER) is amended to report as
follows:
(a) The Reporting Person is the record and beneficial owner of
2,364,066 shares of the Common Stock, including options exercisable within 60
days following the date hereof to purchase 250,000 shares of the Common Stock.
Such shares represent approximately 4.0% of the outstanding shares of the
Common Stock outstanding immediately following the Effective Time of the Parent
Merger. Of this amount, approximately 7,200 shares of the Common Stock are held
of record by the Reporting Person as custodian for his children.
(b) The Reporting Person is the record owner of 2,364,066 shares of
the Common Stock, including options exercisable within 60 days following the
date hereof to purchase 250,000 shares of the Common Stock. Of this amount,
approximately 7,200 shares of the Common Stock are held of record by the
Reporting Person as custodian for his children. As a result of the termination
of the Stockholders Agreement, the Reporting Person may no longer be deemed to
share the voting power of his shares of the Common Stock with Chancellor (as
such term is defined in the Schedule 13D), the Principal Chancellor
Stockholders (as such term is defined in the Schedule 13D) and Lawrence D.
Stuart, Jr. with respect to those matters described in the Stockholders
Agreement. Accordingly, the Reporting Person has the sole power to vote, direct
the vote, dispose and direct the disposition of all such shares.
(c) On September 5, 1997, in connection with the consummation of the
Chancellor Merger Agreement and pursuant to an employment agreement entered
into between the Reporting Person and the Issuer, the Reporting Person was
granted immediately exercisable options to purchase 250,000 shares of Common
Stock. Since the consummation of the Merger, the Reporting Person has disposed
of 1,000,000 shares of Common Stock in a non-market transaction not deemed a
"sale" for purposes of the Securities Exchange Act of 1934, as amended.
(d) After giving effect to the transactions described herein, the
Reporting Person has ceased to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 15, 1997
By: /s/ Scott K. Ginsburg
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Scott K. Ginsburg
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