<PAGE> 1
As filed with the Securities and Exchange Commission on September 5, 1997
REGISTRATION NO. 333-32677
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
EVERGREEN MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
--------------
<TABLE>
<S> <C> <C> <C>
DELAWARE 4832 75-2247009
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification Number)
--------------
SCOTT K. GINSBURG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
433 EAST LAS COLINAS BOULEVARD 433 EAST LAS COLINAS BOULEVARD
IRVING TEXAS 75039 IRVING, TEXAS 75039
(972) 869-9020 (972) 869-9020
(Address, including zip code, and telephone number, (Name, address, including zip code, telephone
including area code, of registrant's principal executive offices) number, including area code, of agent for service)
</TABLE>
--------------
Copies to
JOHN D. WATSON, JR. ESQ. JEREMY W. DICKENS, ESQ.
LATHAM & WATKINS WEIL, GOTSHAL & MANGES, L.L.P.
1001 PENNSYLVANIA AVENUE, N.W. 100 CRESCENT COURT, SUITE 1300
WASHINGTON, D.C. 20004-2505 DALLAS, TEXAS 75201
(202) 6370-2200 (214) 746-7720
================================================================================
<PAGE> 2
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 (Reg. No. 333-32677) (the "Registration Statement") is submitted by
Evergreen Media Corporation, a Delaware corporation (the "Company") to provide
executed tax matters opinions related to 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 "Merger Agreement"),
among Chancellor Broadcasting Company, a Delaware corporation, Chancellor Radio
Broadcasting Company, a Delaware corporation, the Company, Evergreen Mezzanine
Holdings Corporation, a Delaware corporation, and Evergreen Media Corporation
of Los Angeles, a Delaware corporation, which transactions were completed on
September 5, 1997. Also submitted with this Post-Effective Amendment No. 1 are
consents of individuals which were nominated pursuant to the Merger Agreement
to serve as directors of Evergreen Media Corporation upon consummation of the
transactions contemplated thereby, which consents were inadvertently omitted
from the Registration Statement.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.9 (f) -- Plan of Reorganization and Merger by and between Evergreen
Media Corporation and Broadcasting Partners, Inc., dated as of
January 31, 1995, as amended, including the Form of
Registration Rights Agreement among MLGA Fund I, L.P., MLGA
Fund II, L.P., MLGA/BPI Partners 1, L.P., MLGAL Partners,
Limited Partnership and Evergreen Media Corporation (see table
of contents for a list of omitted schedules).
2.9A (g) -- Agreement dated as of January 31, 1995 among Evergreen Media
Corporation, Broadcasting Partners, Inc., the holders of the
shares of capital stock of Broadcasting Partners, Inc. and
Scott K. Ginsburg, holder of shares of capital stock of
Evergreen Media Corporation.
2.10 (f) -- Plan and Agreement of Merger among Evergreen Media Partners
Corporation, Evergreen Media Corporation and Broadcasting
Partners, Inc., dated as of April 12, 1995.
2.11 (h) -- Agreement and Plan of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and
Evergreen Media/Pyramid Corporation dated as of July 14, 1995
(see table of contents for list of omitted exhibits and
schedules).
2.11A (i) -- Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and
Evergreen Media/Pyramid Corporation dated September 7, 1995.
2.11B (i) -- Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and
Evergreen Media/Pyramid Corporation dated January 11, 1996.
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.12 (j) -- Purchase Agreement between Fairbanks Communications, Inc. and
Evergreen Media Corporation dated October 12, 1995 (see table of
contents for list of omitted exhibits and schedules).
2.13 (n) -- Option Agreement dated as of January 9, 1996 between Chancellor
Broadcasting Company and Evergreen Media Corporation (including
Form of Advertising Brokerage Agreement and Form of Asset
Purchase Agreement).
2.14 (o) -- Asset Purchase Agreement dated April 4, 1996 between American
Radio Systems Corporation and Evergreen Media Corporation of
Buffalo (see table of contents for list of omitted exhibits and
schedules).
2.15 (o) -- Asset Purchase Agreement dated April 11, 1996 between Mercury
Radio Communications, L.P. and Evergreen Media Corporation of
Los Angeles, Evergreen Media/Pyramid Holdings Corporation, WHTT
(AM) License Corp. and WHTT (FM) License Corp. (see table of
contents for list of omitted exhibits and schedules).
2.16 (o) -- Asset Purchase Agreement dated April 19, 1996 between Crescent
Communications L.P. and Evergreen Media Corporation of Los
Angeles (see table of contents for list of omitted exhibits and
schedules).
2.17 (p) -- Asset Purchase Agreement dated June 13, 1996 between Evergreen
Media Corporation of Los Angeles and Greater Washington Radio,
Inc. (see table of contents for list of omitted exhibits and
schedules).
2.18 (p) -- Asset Exchange Agreement dated June 13, 1996 among Evergreen
Media Corporation of Los Angeles, Evergreen Media Corporation of
the Bay State, WKLB License Corp., Greater Media Radio, Inc. and
Greater Washington Radio, Inc. (see table of contents for list
of omitted exhibits and schedules).
2.19 (p) -- Purchase Agreement dated June 27, 1996 between WEDR, Inc.,
Seller and Evergreen Media Corporation of Los Angeles, Buyer.
(See table of contents for list of omitted schedules)
2.20 (p) -- Time Brokerage Agreement dated July 10, 1996 by and between
Evergreen Media Corporation of Detroit, as Licensee, and Kidstar
Interactive Media Incorporated, as Time Broker.
2.21 (p) -- Asset Purchase Agreement dated July 15, 1996 by and among
Century Chicago Broadcasting L.P., an Illinois limited
partnership, ("Seller"), Century Broadcasting Corporation, a
Delaware Corporation ("Century"), Evergreen Media Corporation of
Los Angeles, a Delaware Corporation ("Parent"), and Evergreen
Media Corporation of Chicago, a Delaware Corporation ("Buyer").
2.22 (p) -- Asset Purchase Agreement dated August 12, 1996 by and among
Chancellor Broadcasting Company, Shamrock Broadcasting, Inc. and
Evergreen Media Corporation of the Great Lakes.
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.23 (p) -- Asset Purchase Agreement dated as of August 12, 1996 between
Secret Communications Limited Partnership and Evergreen Media
Corporation of Los Angeles (WQRS-FM). (See table of contents for
list of omitted exhibits and schedules)
2.24 (p) -- Asset Purchase Agreement dated as of August 12, 1996 between
Secret Communications Limited Partnership and Evergreen Media
Corporation of Los Angeles. (See table of contents for list of
omitted schedules)
2.25 (q) -- Letter of intent dated August 27, 1996 between EZ
Communications, Inc. and Evergreen Media Corporation.
2.26 (q) -- Asset Purchase Agreement dated September 19, 1996 between
Beasley-FM Acquisition Corp., WDAS License Limited Partnership
and Evergreen Media Corporation of Los Angeles.
2.27 (q) -- Asset Purchase Agreement dated September 19, 1996 between The
Brown Organization and Evergreen Media Corporation of Los
Angeles.
2.28 (r) -- Stock Purchase Agreement by and between Viacom International
Inc. and Evergreen Media Corporation of Los Angeles, dated
February 16, 1997 (See table of contents for omitted schedules
and exhibits).
2.29 (r) -- Agreement and Plan of Merger, by and among Evergreen Media
Corporation, Chancellor Broadcasting Company and Chancellor
Radio Broadcasting Company, dated as of February 19, 1997.
2.30 (r) -- Stockholders Agreement, by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Scott K. Ginsburg
(individually and as custodian for certain shares held by his
children), HM2/Chancellor, L.P., Hicks, Muse, Tate & First
Equity Fund II, L.P., HM2/HMW, L.P., The Chancellor Business
Trust, HM2/IIMD Sacramento GP, L.P., Thomas O. Hicks, as Trustee
of the William Cree Hicks 1992 Irrevocable Trust, Thomas O.
Hicks, as Trustee of the Catherine Forgave Hicks 1993
Irrevocable Trust, Thomas O. Hicks, as Trustee of the John
Alexander Hicks 1984 Trust, Thomas O. Hicks, as Trustee of the
Mack Hardin Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
Robert Bradley Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
the Thomas O. Hicks, Jr. 1984 Trust, Thomas O. Hicks and H. Rand
Reynolds, as Trustees for the Muse Children's GS Trust, and
Thomas O. Hicks, dated as of February 19, 1997.
2.31 (r) -- Joint Purchase Agreement, by and among Chancellor Radio
Broadcasting Company, Chancellor Broadcasting Company, Evergreen
Media Corporation of Los Angeles, and Evergreen Media
Corporation, dated as of February 19, 1997.
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.32 (s) -- Asset Exchange Agreement, by and among EZ Communications, Inc.,
Professional Broadcasting Incorporated, EZ Philadelphia, Inc.,
Evergreen Media Corporation of Los Angeles, Evergreen Media
Corporation of Charlotte, Evergreen Media Corporation of the
East, Evergreen Media Corporation of Carolinaland,
WBAV/WBAV-FM/WPEG License Corp. and WRFX License Corp., dated as
of December 5, 1996 (See table of contents for list of omitted
schedules).
2.33 (s) -- Asset Purchase Agreement, by and among EZ Communications, Inc.,
Professional Broadcasting Incorporated, EZ Charlotte, Inc.,
Evergreen Media Corporation of Los Angeles, Evergreen Media
Corporation of the East and Evergreen Media Corporation of
Carolinaland, dated as of December 5, 1996 (See table of
contents for list of omitted schedules).
2.34 (t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles
(re: WGCI-AM and WGCI-FM), dated as of April 4, 1997 (see table
of contents for list of omitted schedules and exhibits).
2.35 (t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles
(re: KKBQ-AM and KKBQ-FM), dated as of April 4, 1997 (see table
of contents for list of omitted schedules and exhibits).
2.36 (t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles
(re: KHKS-FM), dated as of April 4, 1997 (see table of contents
for list of omitted schedules and exhibits).
2.37 (u) -- Merger Agreement by and among Chancellor Broadcasting Company,
Evergreen Media Corporation, Morris Acquisition Corporation and
Katz Media Group, Inc., dated as of July 14, 1997 (see table of
contents for list of omitted schedules and exhibits).
2.38 (v) -- Stockholder Tender Agreement by and among Chancellor
Broadcasting Company, Evergreen Media Corporation, Morris
Acquisition Corporation and certain stockholders of Katz Media
Group, Inc., dated as of July 14, 1997.
2.39 (w) -- Management Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group), Inc.,
dated as of July 14, 1997.
2.40(x) -- Joint Bidding Agreement between Evergreen Media Corporation,
Chancellor Broadcasting Company, Morris Acquisition Corporation
and HM2/Chancellor, L.P., dated as of July 14, 1997.
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.41* -- Amended and Restated Agreement and Plan of Merger among
Chancellor Broadcasting Company, Chancellor Radio Broadcasting
Company, Evergreen Media Corporation, Evergreen Media
Corporation of Los Angeles and Evergreen Mezzanine Holdings
Corporation, dated as of February 19, 1997, as amended and
restated on July 31, 1997.
4.10(t) -- Second Amended and Restated Loan Agreement dated as of April 25,
1997 among Evergreen Media Corporation of Los Angeles, the
financial institutions whose names appear as Lenders on the
signature pages thereof (the "Lenders"), Toronto Dominion
Securities, Inc., as Arranging Agent, The Bank of New York and
Bankers Trust Company, as Co-Syndication Agents, NationsBank of
Texas, N.A. and Union Bank of California, as Co-Documentation
Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent for the Lenders, together with certain collateral
documents attached thereto as exhibits, including Assignment of
Partnership Interests, Assignment of Trust Interests, Borrower's
Pledge Agreement, Parent Company Guaranty, Stock Pledge
Agreement, Subsidiary.
4.11 (z) -- First Amendment to Second Amended and Restated Loan Agreement,
dated June 26, 1997, among Evergreen Media Corporation of Los
Angeles, the Lenders, the Agents and the Administrative Agent.
4.12* -- Specimen Common Stock certificate of Chancellor Media Corporation
4.13* -- Specimen 7% Convertible Preferred Stock certificate of
Chancellor Media Corporation.
4.14* -- Form of Certificate of Designation for 7% Convertible Preferred
Stock of Chancellor Media Corporation
4.15 (aa) -- Indenture, dated as of February 14, 1996, governing the 9 3/8%
Senior Subordinated Notes due 2004 of Chancellor Radio
Broadcasting Company.
4.16 (bb) -- First Supplemental Indenture, dated as of February 14, 1996, to
the Indenture dated February 14, 1996, governing the 9 3/8%
Senior Subordinated Notes due 2004 of Chancellor Radio
Broadcasting Company.
4.17 (cc) -- Indenture, dated as of February 26, 1996, governing the 12 1/4%
Subordinated Exchange Debentures due 2008 of Chancellor Radio
Broadcasting Company.
4.18 (dd) -- Indenture, dated as of January 23, 1997, governing the 12%
Subordinated Exchange Debentures due 2009 of Chancellor Radio
Broadcasting Company.
4.19 (ee) -- Indenture, dated as of June 24, 1997, governing the 8 3/4%
Senior Subordinated Notes due 2007 of Chancellor Radio
Broadcasting Company.
5.1* -- Opinion of Latham & Watkins.
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
8.1* -- Form of Tax Matters Opinion of Latham & Watkins.
8.2* -- Form of Tax Matters Opinion of Weil, Gotshal & Manges LLP.
8.3+ -- Tax Matters Opinion of Latham & Watkins.
8.4+ -- Tax Matters Opinion of Weil, Gotshal & Manges LLP.
10.23(f) -- Evergreen Media Corporation Stock Option Plan for Non-employee
Directors.
10.24(n) -- Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and Matthew E. Devine.
10.25(n) -- Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and James de Castro.
10.26(n) -- Employment Agreement dated February 9, 1996 by and between
Evergreen Media Corporation and Kenneth J. O'Keefe.
10.27(o) -- Employment Agreement dated April 15, 1996 by and between
Evergreen Media Corporation and Scott K. Ginsburg, as amended.
10.28(o) -- 1995 Stock Option Plan for executive officers and key employees
of Evergreen Media Corporation.
10.29(s) -- Memorandum of Agreement, dated February 19, 1997, between
Evergreen Media Corporation and Scott K. Ginsburg, as agreed and
acknowledged by Chancellor Broadcasting Company and Chancellor
Radio Broadcasting Company.
12.1* -- Evergreen Media Corporation Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
12.2* -- Chancellor Broadcasting Company Computation of Ratio of Earnings
to Combined Fixed Charges and Preferred Stock Dividends.
21.1* -- Subsidiaries of Evergreen Media Corporation.
23.1* -- Consent of Latham & Watkins (included as part of their opinion
listed as Exhibit 5.1).
23.2* -- Consent of KPMG Peat Marwick LLP, independent accountants
23.3* -- Consent of KPMG Peat Marwick LLP, independent accountants
23.4* -- Consent of Price Waterhouse LLP, independent accountants.
23.5* -- Consent of Arthur Andersen, LLP, independent accountants.
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
23.6* -- Consent of Coopers & Lybrand LLP, independent accountants.
23.7* -- Consent of Coopers & Lybrand LLP, independent accountants.
23.8* -- Consent of Coopers & Lybrand LLP, independent accountants.
23.9* -- Consent of Price Waterhouse LLP, independent accountants.
23.10* -- Consent of Arthur Andersen LLP, independent accountants.
23.11* -- Consent of Wasserstein Perella & Co., Inc.
23.12* -- Consent of Greenhill & Co. L.L.C.
23.13* -- Consent of Latham & Watkins.
23.14* -- Consent of Weil, Gotshal & Manges LLP
23.15+ -- Consent of Latham & Watkins.
23.16+ -- Consent of Weil, Gotshal & Manges LLP.
24.1 -- Powers of Attorney (included on signature page).
99.1+ -- Consent of Thomas O. Hicks.
99.2+ -- Consent of Steven Dinetz.
99.3+ -- Consent of Eric C. Neuman.
99.4+ -- Consent of Jeffrey A. Marcus.
99.5+ -- Consent of John H. Massey.
99.6+ -- Consent of Lawrence D. Stuart, Jr.
</TABLE>
- --------------
* Previously filed
+ Filed herewith.
(a) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-1, as amended (Reg. No.
33-60036).
(f) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-4, as amended (Reg. No.
33-89838).
(g) Incorporated by reference to Exhibit No. 4.8 to Evergreen's Registration
Statement on Form S-4, as amended (Reg. No. 33-89838).
8
<PAGE> 9
(h) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated July 14, 1995.
(i) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated January 17, 1996.
(j) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending
September 30, 1995.
(k) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-1, as amended (Reg. No.
33-69752).
(n) Incorporated by reference to the identically numbered exhibit to
Evergreen's Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(o) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending
March 31, 1996.
(p) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996.
(q) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-3, as amended (Reg. No.
333-12453).
(r) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated February 16, 1997 and filed
March 9, 1997.
(s) Incorporated by reference to the identically numbered exhibit to
Evergreen's Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
(t) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated April 1, 1997 and filed May
9, 1997.
(u) Incorporated by reference to Exhibit (c) (1) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and
Morris Acquisition Corporation, dated July 18, 1997.
(v) Incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1 filed
by Chancellor Broadcasting Acquisition Corporation, dated July 18, 1997.
(w) Incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and
Morris Acquisition Corporation, dated July 18, 1997.
(x) Incorporated by reference to Exhibit (c) (4) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and
Morris Acquisition Corporation, dated July 18, 1997.
(z) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated July 7, 1997 and filed July
31, 1997.
9
<PAGE> 10
(aa) Incorporated by reference to Exhibit 4.4 to the Current Report on Form
8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.
(bb) Incorporated by reference to Exhibit 4.5 to the Annual Report on Form
10-K of Chancellor Broadcasting Company, Chancellor Radio Broadcasting
Company and Chancellor Broadcasting Licensee Company for the fiscal year
ended December 31, 1995.
(cc) Incorporated by reference to Exhibit 4.6 to the Current Report on Form
8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.
(dd) Incorporated by reference to Exhibit 4.7 to the Current Report on Form
8-K of Chancellor Radio Broadcasting Company, as filed on February 6,
1997.
(ee) Incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K of Chancellor Broadcasting Company, dated July 2, 1997 and filed July
17, 1997.
Evergreen hereby agrees to furnish supplementary a copy of any omitted
schedule or exhibit to the Commission upon request.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on September 5, 1997.
EVERGREEN MEDIA CORPORATION
By: /s/ MATTHEW E. DEVINE
-----------------------------
Matthew E. Devine, Executive
Vice President
POWERS OF ATTORNEY
Pursuant to the requirements of the Securities and Exchange Act of 1933,
as amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the Board and Chief
* Executive Officer (Principal Executive
- ------------------------------- Officer) September 5, 1997
Scott K. Ginsburg
* President, Chief Operating Officer and
- ------------------------------- Director September 5, 1997
James E. de Castro
Executive Vice President (Principal
* Financial Officer and Principal
- ------------------------------- Accounting Officer) and Director September 5, 1997
Matthew E. Devine
*
- ------------------------------- Executive Vice President and Director September 5, 1997
Kenneth J. O'Keefe
*
- ------------------------------- Director September 5, 1997
Joseph M. Sitrick
*
- ------------------------------- Director September 5, 1997
Thomas J. Hodson
*
- ------------------------------- Director September 5, 1997
Perry J. Lewis
*
- ------------------------------- Director September 5, 1997
Joseph M. Sitrick
*
- ------------------------------- Director September 5, 1997
Eric L. Bernthal
*By: /s/ Matthew E. Devine
---------------------------
Matthew E. Devine
Attorney-in-fact
</TABLE>
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.9(f) -- Plan of Reorganization and Merger by and between Evergreen
Media Corporation and Broadcasting Partners, Inc., dated as of
January 31, 1995, as amended, including the Form of
Registration Rights Agreement among MLGA Fund I, L.P., MLGA
Fund 11, L.P., MLGA/BPI Partners I, L.P., MLGAL Partners,
Limited Partnership and Evergreen Media Corporation (see table
of contents for a list of omitted schedules).
2.9A(g) -- Agreement dated as of January 31, 1995 among Evergreen Media
Corporation, Broadcasting Partners, Inc., the holders of the
shares of capital stock of Broadcasting Partners, Inc. and
Scott K. Ginsburg, holder of shares of capital stock of
Evergreen Media Corporation.
2.10(f) -- Plan and Agreement of Merger among Evergreen Media Partners
Corporation, Evergreen Media Corporation and Broadcasting
Partners, Inc., dated as of April 12, 1995.
2.11(h0 -- Agreement and Plan of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen
Media/Pyramid Corporation dated as of July 14, 1995 (see table
of contents for list of omitted exhibits and schedules).
2.11A(i) -- Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen
Media/Pyramid Corporation dated September 7, 1995
2.11B(i) -- Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen
Media/Pyramid Corporation dated January 11, 1996.
2.12(j) -- Purchase Agreement between Fairbanks Communications, Inc. and
Evergreen Media Corporation dated October 12, 1995 (see table
of contents for list of omitted exhibits and schedules).
2.13(n) -- Option Agreement dated as of January 9, 1996 between Chancellor
Broadcasting Company and Evergreen Media Corporation (including
Form of Advertising Brokerage Agreement and Form of Asset
Purchase Agreement).
2.14(o) -- Asset Purchase Agreement dated April 4, 1996 between American
Radio Systems Corporation and Evergreen Media Corporation of
Buffalo (see table of contents for list of omitted exhibits and
schedules).
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.15(o) -- Asset Purchase Agreement dated April 11, 1996 between Mercury
Radio Communications, L.P. and Evergreen Media Corporation of Los
Angeles, Evergreen Media/Pyramid Holdings Corporation, WHTT (AM)
License Corp. and WHTT (FM) License Corp. (see table of contents
for list of omitted exhibits and schedules).
2.16(o) -- Asset Purchase Agreement dated April 19, 1996 between Crescent
Communications L.P. and Evergreen Media Corporation of Los
Angeles (see table of contents for list of omitted exhibits and
schedules).
2.17(p) -- Asset Purchase Agreement dated June 13, 1996 between Evergreen
Media Corporation of Los Angeles and Greater Washington Radio,
Inc. (see table of contents for list of omitted exhibits and
schedules)
2.18(p) -- Asset Exchange Agreement dated June 13, 1996 among Evergreen
Media Corporation of Los Angeles, Evergreen Media Corporation of
the Bay State, WKLB License Corp., Greater Media Radio, Inc.
Washington Radio, Inc. (see table of contents for list of omitted
exhibits and schedules).
2.19(p) -- Purchase Agreement dated June 27, 1996 between WEDR, Inc., Seller
and Evergreen Media Corporation of Los Angeles, Buyer. (See table
of contents for list of omitted schedules)
2.20(p) -- Time Brokerage Agreement dated July 10, 1996 by and between
Evergreen Media Corporation of Detroit, as Licensee, and Kidstar
Interactive Media Incorporated, as Time Broker.
2.21(p) -- Asset Purchase Agreement dated July 15, 1996 by and among Century
Chicago Broadcasting L.P., an Illinois limited partnership,
("Seller"), Century Broadcasting Corporation, a Delaware
Corporation ("Century"), Evergreen Media Corporation of Los
Angeles, a Delaware Corporation ("Parent"), and Evergreen Media
Corporation of Chicago, a Delaware Corporation ("Buyer").
2.22(p) -- Asset Purchase Agreement dated August 12, 1996 by and among
Chancellor Broadcasting Company, Shamrock Broadcasting, Inc. and
Evergreen Media Corporation of the Great Lakes.
2.23(p) -- Asset Purchase Agreement dated as of August 12, 1996 between
Secret Communications Limited Partnership and Evergreen Media
Corporation of Los Angeles (WQRS-FM). (See table of contents for
list of omitted exhibits and schedules)
2.24(p) -- Asset Purchase Agreement dated as of August 12, 1996 between
Secret Communications Limited Partnership and Evergreen Media
Corporation of Los Angeles. (See table of contents for list of
omitted schedules)
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.25(q) -- Letter of intent dated August 27, 1996 between EZ Communications,
Inc. and Evergreen Media Corporation.
2.26(q) -- Asset Purchase Agreement dated September 19, 1996 between
Beasley-FM Acquisition Corp., WDAS License Limited Partnership
and Evergreen Media Corporation of Los Angeles.
2.27(q) -- Asset Purchase Agreement dated September 19, 1996 between The
Brown Organization and Evergreen Media Corporation of Los
Angeles.
2.28(r) -- Stock Purchase Agreement by and between Viacom International Inc.
and Evergreen Media Corporation of Los Angeles, dated February
16, 1997 (See table of contents for omitted schedules and
exhibits).
2.29(r) -- Agreement and Plan of Merger, by and among Evergreen Media
Corporation, Chancellor Broadcasting Company and Chancellor Radio
Broadcasting Company, dated as of February 19, 1997.
2.30(r) -- Stockholders Agreement, by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Scott K. Ginsburg
(individually and as custodian for certain shares held by his
children), HM2/Chancellor, L.P., Hicks, Muse, Tate & First Equity
Fund II, L.P., HM2/HMW, L.P., The Chancellor Business Trust,
HM2/HMD Sacramento GP, L.P., Thomas O. Hicks, as Trustee of the
William Cree Hicks 1992 Irrevocable Trust, Thomas O. Hicks, as
Trustee of the Catherine Forgave Hicks 1993 Irrevocable Trust,
Thomas O. Hicks, as Trustee of the John Alexander Hicks 1984
Trust, Thomas O. Hicks, as Trustee of the Mack Hardin Hicks 1984
Trust, Thomas O. Hicks, as Trustee of Robert Bradley Hicks 1984
Trust, Thomas O. Hicks, as Trustee of the Thomas O. Hicks, Jr.
1984 Trust, Thomas O. Hicks and H. Rand Reynolds, as Trustees for
the Muse Children's GS Trust, and Thomas O. Hicks, dated as of
February 19, 1997.
2.31(r) -- Joint Purchase Agreement, by and among Chancellor Radio
Broadcasting Company, Chancellor Broadcasting Company, Evergreen
Media Corporation of Los Angeles, and Evergreen Media
Corporation, dated as of February 19, 1997.
2.32(s) -- Asset Exchange Agreement, by and among EZ Communications, Inc.,
Professional Broadcasting Incorporated, EZ Philadelphia, Inc.,
Evergreen Media Corporation of Los Angeles, Evergreen Media
Corporation of Charlotte, Evergreen Media Corporation of the
East, Evergreen Media Corporation of Carolinaland,
WBAV/WBAV-FM/WPEG License Corp. and WRFX License Corp., dated as
of December 5, 1996 (See table of contents for list of omitted
schedules).
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
2.33(s) -- Asset Purchase Agreement, by and among EZ Communications, Inc.,
Professional Broadcasting Incorporated, EZ Charlotte, Inc.,
Evergreen Media Corporation of Los Angeles, Evergreen Media
Corporation of the East and Evergreen Media Corporation of
Carolinaland, dated as of December 5, 1996 (See table of contents
for list of omitted schedules).
2.32(t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles (re:
WGCI-AM and WGCI-FM), dated as of April 4, 1997 (see table of
contents for list of omitted schedules and exhibits).
2.35(t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles (re:
KKBQ-AM and KKBQ-FM), dated as of April 4, 1997 (see table of
contents for list of omitted schedules and exhibits)
2.36(t) -- Asset Purchase Agreement by and between Pacific and Southern
Company, Inc. and Evergreen Media Corporation of Los Angeles (re:
KHKS-FM), dated as of April 4, 1997 (see table of contents for
list of omitted schedules and exhibits).
2.37(u) -- Merger Agreement by and among Chancellor Broadcasting Company,
Evergreen Media Corporation, Morris Acquisition Corporation and
Katz Media Group, Inc., dated as of July 14, 1997 (see table of
contents for list of omitted schedules and exhibits).
2.38(v) -- Stockholder Tender Agreement by and among Chancellor Broadcasting
Company,. Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
2.39(w) -- Management Tender Agreement by and among Chancellor Broadcasting
Company, Evergreen Media Corporation, Morris Acquisition
Corporation and certain stockholders of Katz Media Group, Inc.,
dated as of July 14, 1997.
2.40(x) -- Joint Bidding Agreement between Evergreen Media Corporation,
Chancellor Broadcasting Company, Morris Acquisition Corporation
and HM2/Chancellor, L.P., dated as of July 14, 1997.
2.41* -- Amended and Restated Agreement and Plan of Merger among
Chancellor Broadcasting Company, Chancellor Radio Broadcasting
Company, Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and Evergreen Mezzanine Holdings Corporation,
dated as of February 19, 1997, as amended and restated on July
31, 1997.
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
4.10(t) -- Second Amended and Restated Loan Agreement dated as of April 25,
1997 among Evergreen Media Corporation of Los Angeles, the
financial institutions whose names appear as Lenders on the
signature pages thereof (the "Lenders"), Toronto Dominion
Securities, Inc., as Arranging Agent, The Bank of New York and
Bankers Trust Company, as Co-Syndication Agents, NationsBank of
Texas, N.A. and Union Bank of California, as Co-Documentation
Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent for the Lenders, together with certain collateral documents
attached thereto as exhibits, including Assignment of Partnership
Interests, Assignment of Trust Interests, Borrower's Pledge
Agreement, Parent Company Guaranty, Stock Pledge Agreement,
Subsidiary.
4.11(z) -- First Amendment to Second Amended and Restated Loan Agreement,
dated June 26, 1997, among Evergreen Media Corporation of Los
Angeles, the Lenders, the Agents and the Administrative Agent.
4.12* -- Specimen Common Stock certificate of Chancellor Media
Corporation.
4.13* -- Specimen 7% Convertible Preferred Stock certificate of Chancellor
Media Corporation.
4.14* -- Form of Certificate of Designation for 7% Convertible Preferred
Stock of Chancellor Media Corporation
4.15(aa) -- Indenture, dated as of February 14, 1996, governing the 9 3/8%
Senior Subordinated Notes due 2004 of Chancellor Radio
Broadcasting Company.
4.16(bb) -- First Supplemental Indenture, dated as of February 14, 1996, to
the Indenture dated February 14, 1996, governing the 9 3/8%
Senior Subordinated Notes due 2004 of Chancellor Radio
Broadcasting Company.
4.17(cc) -- Indenture, dated as of February 26, 1996, governing the 12 1/4%
Subordinated Exchange Debentures due 2008 of Chancellor Radio
Broadcasting Company.
4.18(dd) -- Indenture, dated as of January 23, 1997, governing the 12%
Subordinated Exchange Debentures due 2009 of Chancellor Radio
Broadcasting Company.
4.19(ee) -- Indenture, dated as of June 24, 1997, governing the 8 3/4% Senior
Subordinated Notes due 2007 of Chancellor Radio Broadcasting
Company.
5.1* -- Opinion of Latham & Watkins.
8.1* -- Form of Tax Matters Opinion of Latham & Watkins.
8.2* -- Form of Tax Matters Opinion of Weil, Gotshal & Manges LLP.
8.3+ -- Tax Matters Opinion of Latham & Watkins
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
8.4+ -- Tax Matters Opinion of Weil, Gotshal & Manges LLP.
10.23(f) -- Evergreen Media Corporation Stock Option Plan for Non-employee
Directors.
10.24(n) -- Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and Matthew E. Devine.
10.25(n) -- Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and James de Castro.
10.26(n) -- Employment Agreement dated February 9, 1996 by and between
Evergreen Media Corporation and Kenneth J. O'Keefe.
10.27(o) -- Employment Agreement dated April 15, 1996 by and between
Evergreen Media Corporation and Scott K. Ginsburg, as amended.
10.28(o) -- 1995 Stock Option Plan for executive officers and key employees
of Evergreen Media Corporation.
10.29(s) -- Memorandum of Agreement, dated February 19, 1997, between
Evergreen Media Corporation and Scott K. Ginsburg, as agreed and
acknowledged by Chancellor Broadcasting Company and Chancellor
Radio Broadcasting Company.
12.1* -- Evergreen Media Corporation Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
12.2* -- Chancellor Broadcasting Company Computation of Ratio of Earnings
to Combined Fixed Charges and Preferred Stock Dividends.
21.1* -- Subsidiaries of Evergreen Media Corporation.
23.1* -- Consent of Latham & Watkins (included as part of their opinion
listed as Exhibit 5.1).
23.2* -- Consent of KPMG Peat Marwick LLP, independent accountants.
23.3* -- Consent of KPMG Peat Marwick LLP, independent accountants.
23.4* -- Consent of Price Waterhouse LLP, independent accountants.
23.5* -- Consent of Arthur Andersen, LLP, independent accountants.
23.6* -- Consent of Coopers & Lybrand LLP, independent accountants.
23.7* -- Consent of Coopers & Lybrand LLP, independent accountants.
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
23.8* -- Consent of Coopers & Lybrand LLP, independent accountants.
23.9* -- Consent of Price Waterhouse LLP, independent accountants.
23.10* -- Consent of Arthur Andersen LLP, independent accountants.
23.11* -- Consent of Wasserstein Perella & Co., Inc.
23.12* -- Consent of Greenhill & Co. L.L.C.
23.13* -- Consent of Latham & Watkins
23.14* -- Consent of Weil, Gotshal & Manges LLP.
23.15+ -- Consent of Latham & Watkins.
23.16+ -- Consent of Weil, Gotshal & Manges LLP.
24.1 -- Powers of Attorney (included on signature page).
99.1+ -- Consent of Thomas O. Hicks.
99.2+ -- Consent of Steven Dinetz.
99.3+ -- Consent of Eric C. Neuman.
99.4+ -- Consent of Jeffrey A. Marcus.
99.5+ -- Consent of John H. Massey.
99.6+ -- Consent of Lawrence D. Stuart, Jr.
</TABLE>
- ---------------
* Previously filed.
+ Filed herewith.
(a) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-1, as amended (Reg. No.
33-60036).
(f) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-4, as amended (Reg. No.
33-89838).
(g) Incorporated by reference to Exhibit No. 4.8 to Evergreen's Registration
Statement on Form S-4, as amended (Reg. No. 33-89838).
(h) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated July 14, 1995.
<PAGE> 19
(i) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated January 17, 1996.
(j) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending
September 30, 1995.
(k) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-1, as amended (Reg. No.
33-69752).
(n) Incorporated by reference to the identically numbered exhibit to
Evergreen's Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(o) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ending
March 31, 1996.
(p) Incorporated by reference to the identically numbered exhibit to
Evergreen's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996.
(q) Incorporated by reference to the identically numbered exhibit to
Evergreen's Registration Statement on Form S-3, as amended (Reg. No.
333-12453).
(r) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated February 16, 1997 and filed
March 9, 1997.
(s) Incorporated by reference to the identically numbered exhibit to
Evergreen's Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
(t) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated April 1, 1997 and filed May
9, 1997.
(u) Incorporated by reference to Exhibit (c) (1) of the Schedule 14D-1 filed
by Chancellor Broadcasting Company, Evergreen Media Corporation and Morris
Acquisition Corporation, dated July 18, 1997.
(v) Incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1 filed
by Chancellor Broadcasting Acquisition Corporation, dated July 18, 1997.
(w) Incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1 filed
by Chancellor Broadcasting Acquisition Corporation, dated July 18, 1997.
(x) Incorporated by reference to Exhibit (c) (4) of the Schedule 14D-1 filed
by Chancellor Broadcasting, Company, Evergreen Media Corporation and
Morris Acquisition Corporation, dated July 18, 1997.
(z) Incorporated by reference to the identically numbered exhibit to
Evergreen's Current Report on Form 8-K dated July 7, 1997 and filed July
31, 1997.
(aa) Incorporated by reference to Exhibit 4.4 to the Current Report on Form
8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.
<PAGE> 20
(bb) Incorporated by reference to Exhibit 4.5 to the Annual Report on Form
10-K of Chancellor Broadcasting Company, Chancellor Radio Broadcasting
Company and Chancellor Broadcasting Licensee Company for the fiscal year
ended December 31, 1995.
(cc) Incorporated by reference to Exhibit 4.6 to the Current Report on Form
8-K of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.
(dd) Incorporated by reference to Exhibit 4.7 to the Current Report on Form
8-K of Chancellor Radio Broadcasting Company, as filed on February 6,
1997.
(ee) Incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K of Chancellor Broadcasting Company, dated July 2, 1997 and filed July
17, 1997.
<PAGE> 1
EXHIBIT 8.3
[Latham & Watkins Letterhead]
September 5, 1997
Evergreen Media Corporation
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of (i) the merger (the "Merger") of Chancellor Broadcasting
Company, a Delaware corporation (the "Company"), with and into Evergreen
Mezzanine Holdings Corporation, a Delaware corporation ("EMHC"), and a direct
wholly-owned subsidiary of Evergreen Media Corporation, a Delaware corporation
("Evergreen"), and (ii) the merger (the "Subsidiary Merger") of Chancellor
Radio Broadcasting Company, a Delaware corporation ("Radio Broadcasting"), with
and into Evergreen Media Corporation of Los Angeles, a Delaware corporation
("EMCLA").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Amended and Restated Agreement and Plan of Merger
among the Company, Radio Broadcasting, Evergreen, EMHC and EMCLA dated as of
July 31, 1997 (the "Merger Agreement"), the Joint Proxy Statement/Prospectus
filed by the Company and Evergreen on August 1, 1997 (the "Joint Proxy
Statement"), the Registration Statement on Form S-4, as filed by Evergreen with
the Securities and Exchange Commission ("SEC") on August 1, 1997, in which the
Joint Proxy Statement/Prospectus is included as a prospectus (with all
amendments thereto, the "Evergreen Registration Statement"), and the
Registration Statement on Form S-4, as filed by EMCLA with the SEC on July 29,
1997 (with all amendments thereto, the 'EMCLA Registration Statement"). In
addition, we have obtained such additional information as we deemed relevant
and necessary through consultation with various officers and representatives of
the Company, Radio Broadcasting, Evergreen, EMHC and EMCLA.
Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger and the Subsidiary Merger set forth in the Merger
Agreement, the Joint Proxy Statement, the Evergreen Registration Statement and
the EMCLA Registration Statement, (2) the consummation of the Merger and the
Subsidiary Merger in the manner contemplated by, and in accordance with the
terms set forth in, the Merger Agreement, the Joint Proxy Statement, the
Evergreen Registration Statement and the EMCLA Registration Statement and (3)
the accuracy of (i) the representations made by the Company and by Radio
Broadcasting, which are set forth in the Certificates delivered to us by the
Company and Radio Broadcasting, dated the date hereof, (ii) the representations
made by Evergreen, EMHC and by EMCLA which are set forth in the Certificate
delivered to us by Evergreen, EMHC and EMCLA, dated the date hereof and (iii)
the representations made by certain shareholders of the Company in Certificates
delivered to us by such persons, dated the date hereof.
<PAGE> 2
Evergreen Media Corporation
Page 2
Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set
forth herein, we are of the opinion that for federal income tax purposes:
1. The Merger and the Subsidiary Merger will each constitute a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Each of the Company, Evergreen and EMHC will be a party to the Merger
within the meaning of Section 368(b) of the Code.
3. Each of Radio Broadcasting and EMCLA will be a party to the
Subsidiary Merger within the meaning of Section 368(b) of the Code.
4. No gain or loss will be recognized by the Company, Evergreen or EMHC
as a result of the Merger.
5. No gain or loss will be recognized by Radio Broadcasting or EMCLA as
a result of the Subsidiary Merger.
6. No gain or loss will be recognized by holders of Evergreen Class A
Common Stock or holders of Evergreen Class B Common Stock on the
exchange of such shares for shares of Evergreen Common Stock pursuant
to the Merger Agreement.
7. No gain or loss will be recognized by holders of Evergreen
Convertible Exchangeable Preferred Stock as a result of the Merger.
We express no opinion concerning any tax consequences of the Merger or the
Subsidiary Merger other than those specifically set forth herein.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger or the Subsidiary Merger, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied, may
affect the continuing validity of the opinions set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 8.4
[Weil, Gotshal & Manges LLP Letterhead]
September 5, 1997
Chancellor Broadcasting Company
12655 N. Central Expressway
Suite 405
Dallas, Texas 75243
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of (i) the merger (the "Merger") of Chancellor Broadcasting
Company, a Delaware corporation (the "Company"), with and into Evergreen
Mezzanine Holdings Corporation, a Delaware corporation ("EMHC"), and a direct
wholly-owned subsidiary of Evergreen Media Corporation, a Delaware corporation
("Evergreen"), and (ii) the merger (the "Subsidiary Merger") of Chancellor
Radio Broadcasting Company, a Delaware corporation ("Radio Broadcasting"), with
and into Evergreen Media Corporation of Los Angeles, a Delaware corporation
("EMCLA").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Amended and Restated Agreement and Plan of Merger
among the Company, Radio Broadcasting, Evergreen, EMHC and EMCLA dated as of
July 31, 1997 (the "Merger Agreement"), the Joint Proxy Statement and
Prospectus (the "Joint Proxy Statement"), included in the Registration
Statement on Form S-4, as filed by Evergreen with the Securities and Exchange
Commission (the "Commission") on August 1, 1997, in which the Joint Proxy
Statement is included as a prospectus (with all amendments thereto, the
"Registration Statement"), and the Registration Statement on Form S-4, as filed
by EMCLA with the Commission on July 29, 1997 (with all amendments thereto, the
"EMCLA Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of the Company, Radio Broadcasting,
Evergreen, EMHC and EMCLA.
Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger and the Subsidiary Merger set forth in the Merger
Agreement, the Joint Proxy Statement, the Registration Statement, and the EMCLA
Registration Statement, (2) the consummation of the Merger and the Subsidiary
Merger in the manner contemplated by, and in accordance with the terms set
forth in, the Merger Agreement, the Joint Proxy Statement, the Registration
Statement, and the EMCLA Registration Statement and (3) the accuracy of (i) the
representations made by the Company and by Radio Broadcasting, which are set
forth in the Certificates delivered to us by the Company and Radio
Broadcasting, dated the date hereof, (ii) the representations made by
Evergreen, EMHC and by EMCLA which are set forth in the Certificates delivered
to us by Evergreen, EMHC and EMCLA, dated the date hereof and (iii) the
representations made by certain shareholders of the Company which are set forth
in the Certificates delivered to us by such persons, dated the date hereof.
Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set
forth herein, we are of the opinion that for federal income tax purposes:
<PAGE> 2
Chancellor Broadcasting Company
September 5, 1997
Page 2
1. The Merger and the Subsidiary Merger will each constitute a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. No gain or loss will be recognized by stockholders of the Company
with respect to shares of common stock of Evergreen received in the
Merger in exchange for shares of common stock of the Company, or with
respect to shares of convertible preferred stock of Evergreen
received in the Merger in exchange for shares of convertible
preferred stock of the Company, except in each case with respect to
cash received by dissenters or in lieu of fractional shares.
3. No gain or loss will be recognized by stockholders of Radio
Broadcasting with respect to shares of preferred stock of EMCLA
received in the Subsidiary Merger in exchange for shares of preferred
stock of Radio Broadcasting, except with respect to cash received by
dissenters.
We express no opinion concerning any tax consequences of the Merger or the
Subsidiary Merger other than those specifically set forth herein.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger or the Subsidiary Merger, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied, may
affect the continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<PAGE> 1
EXHIBIT 23.14
CONSENT OF LATHAM & WATKINS
The Board of Directors
Evergreen Media Corporation
We hereby consent to the use in Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 of Evergreen Media Corporation of our
opinion related to tax matters, appearing as Exhibit 8.3 to the Registration
Statement.
LATHAM & WATKINS
Washington, D.C.
September 5, 1997
<PAGE> 1
EXHIBIT 23.16
CONSENT OF WEIL, GOTSHAL & MANGES LLP
The Board of Directors
Chancellor Broadcasting Company
We hereby consent to the use in Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 of Evergreen Media Corporation of our
opinion related to tax matters, appearing as Exhibit 8.4 to the Registration
Statement.
WEIL, GOTSHAL & MANGES LLP
Dallas, Texas
September 5, 1997
<PAGE> 1
EXHIBIT 99.1
CONSENT OF THOMAS O. HICKS
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ Thomas O. Hicks
------------------------
Thomas O. Hicks
<PAGE> 1
EXHIBIT 99.2
CONSENT OF STEVEN DINETZ
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ STEVEN DINETZ
----------------------
Steven Dinetz
<PAGE> 1
EXHIBIT 99.3
CONSENT OF ERIC C. NEUMAN
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ ERIC C. NEUMAN
-----------------------
Eric C. Neuman
<PAGE> 1
EXHIBIT 99.4
CONSENT OF JEFFREY A. MARCUS
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ JEFFREY A. MARCUS
--------------------------
Jeffrey A. Marcus
<PAGE> 1
EXHIBIT 99.5
CONSENT OF JOHN H. MASSEY
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ JOHN H. MASSEY
-----------------------
John H. Massey
<PAGE> 1
EXHIBIT 99.6
CONSENT OF LAWRENCE D. STUART, JR.
Evergreen Media Corporation
433 East Las Colinas Blvd.
Suite 1130
Irving, Texas 75039
Ladies and Gentlemen:
I hereby consent to the reference, in the Registration Statement on Form
S-4 (Reg. No. 333-32677) of Evergreen Media Corporation (the "Company") and the
Joint Proxy Statement/Prospectus included therein, to my becoming a director
of the Company.
/s/ LAWRENCE D. STUART, JR.
--------------------------------
Lawrence D. Stuart, Jr.
