<PAGE> 1
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1997
Commission File No. 0-21570 Commission File No. 333-32259
EVERGREEN MEDIA CORPORATION EVERGREEN MEDIA CORPORATION
OF LOS ANGELES
(Exact Name of Registrant (Exact Name of Registrant
as Specified in its Charter) as Specified in its Charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2247099 75-2451687
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number)
433 EAST LAS COLINAS BOULEVARD, SUITE 1130, IRVING, TEXAS 75039
(Address of principal executive offices, including zip code)
(972) 869-9020
(Registrant's telephone number, including area code)
Indicate by check mark whether Evergreen Media Corporation and Evergreen Media
Corporation of Los Angeles (1) have filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Evergreen Media Corporation Yes X No
----- -----
Evergreen Media Corporation of Los Angeles Yes No X
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of July 31, 1997,
39,138,235 shares of Class A Common Stock and 3,114,066 shares of Class B
Common Stock of Evergreen Media Corporation were outstanding and 1,000 shares
of Common Stock of Evergreen Media Corporation of Los Angeles were outstanding.
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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------ ----------------------
(f) 2.9 Plan of Recognization and Merger by and between Evergreen
Media Corporation an Broadcasting Partners, Inc., dated on
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 I, L., P., MLGAL Partners,
Limited Partnership and Evergreen Media Corporation (see
table of contents for a list of omitted schedules).
(g) 2.9A 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. an Scott K. Ginsburg, holder of shares of capital stock
of Evergreen Media Corporation.
(f) 2.10 Plan and Agreement of Merger among Evergreen Media Partners
Corporation, Evergreen Media Corporation and Broadcasting
Partners, Inc., dated as of April 12, 1995.
(h) 2.11 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).
(i) 2.11A 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.
(i) 2.11B Amendment to Plan and Agreement of Merger by and among
Pyramid Communications Inc., Evergreen Media Corporation an
Evergreen Media/Pyramid Corporation dated January 11, 1996.
(j) 2.12 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).
(n) 2.13 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).
(o) 2.14 Asset Purchase Agreement dated April 4, 1996 between
American Radio System Corporation and Evergreen Media
Corporation of Buffalo (see table of contents for list of
omitted exhibits and schedules).
(o) 2.15 Asset Purchase Agreement dated April 11, 1996 between
Mercury Radio Communications, L.P. and Evergreen Media
Corporation of Los Angeles, Evergreen Media/Pyramid Holding
Corporation, WHTT (AM) License Corp. (see table of contents
for list of omitted exhibits and schedules).
(o) 2.16 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).
(p) 2.17 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).
(p) 2.18 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 exhibit and
schedules).
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(p) 2.19 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.)
(p) 2.20 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.
(p) 2.21 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 ("Buyer").
(p) 2.22 Asset Purchase Agreement dated August 12, 1996 by and among
Chancellor Broadcasting Company, Shamrock Broadcasting, Inc.
and Evergreen Media Corporation of the Great Lakes.
(p) 2.23 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
content for list of omitted exhibits and schedules.)
(p) 2.24 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)
(q) 2.25 Letter of intent dated August 27, 1996 between EZ
Communications, Inc. Evergreen Media Corporation.
(q) 2.26 Asset Purchase Agreement dated September 19, 1996 between
Beasley-FM Acquisition Corp. WDAS License Limited
Partnership and Evergreen Media Corporation of Los Angeles.
(q) 2.27 Asset Purchase Agreement dated September 19, 1996 between
The Brown Organization and Evergreen Media Corporation of
Los Angeles.
(r) 2.28 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 schedule and exhibits).
(r) 2.29 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.
(r) 2.30 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 Trustee for the Muse Children's GS Trust, and
Thomas O. Hicks, dated as of February 19, 1997.
(r) 2.31 Joint Purchase Agreement, by and among Chancellor Radio
Broadcasting Company, Evergreen Media Corporation of Los
Angeles, and Evergreen Media Corporation, dated as of
February 19, 1997.
(s) 2.32 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).
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(s) 2.33 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 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).
(t) 2.34 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).
(t) 2.35 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).
(t) 2.36 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).
(u) 2.37 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).
(v) 2.38 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.
(w) 2.39 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.
(x) 2.40 Joint Bidding Agreement between Evergreen Media Corporation,
Chancellor Broadcasting Company, Morris Acquisition
Corporation and HM2/Chancellor, L.P., dated as of July 14,
1997.
(ff) 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.
+2.42 Option Agreement, by and among Evergreen Media Corporation,
Chancellor Broadcasting Company, Bonneville International
Corporation and Bonneville Holding company, dated as of
August 6, 1997.
(a) 3.1A Restated Certificate of Incorporation of Evergreen Media
Corporation, dated November 6, 1992.
(k) 3.1B Certificate of Amendment of Restated Certificate of
Incorporation of Evergreen Media Corporation.
(a) 3.2 Restated Bylaws of Evergreen Media Corporation.
(gg) 3.3 Certificate of Incorporation of Evergreen Media Corporation
of Los Angeles.
(gg) 3.4 Bylaws of Evergreen Media Corporation of Los Angeles.
(a) 4.1 Specimen Class A Common Stock certificate.
(t) 4.10 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
31
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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 Guaranty and
Subsidiary Pledge Agreement (see table of contents for list
of omitted schedules and exhibits).
(z) 4.11 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.
(f) 10.23 Evergreen Media Corporation Stock Option Plan for
Non-employee Directors.
**(n) 10.24 Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and Matthew E. Devine.
**(n) 10.25 Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and James de Castro.
**(n) 10.26 Employment Agreement dated February 9, 1996 by and between
Evergreen Media Corporation and Kenneth J. O'Keefe.
**(o) 10.27 Employment Agreement dated April 15, 1996 by and between
Evergreen Media Corporation and Scott K. Ginsburg, as
amended.
**(o) 10.28 1995 Stock Option Plan for executive officers and key
employees of Evergreen Media Corporation.
**(s) 10.29 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.
27 Financial Data Schedule for Evergreen Media Corporation
*27.1 Financial Data Schedule for Evergreen Media Corporation of
Los Angeles
* Filed herewith.
** Management contract or compensatory arrangement.
+ Previously Filed
(a) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1, as amended (Reg. No.
33-60036).
(f) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-4, as amended (Reg. No.
33-89838).
(g) Incorporated by reference to Exhibit No. 4.8 to the Company's
Registration Statement on Form S-4, as amended (Reg. No. 33-89838).
(h) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated July 14, 1995.
(i) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated January 17, 1996.
(j) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-Q for the quarterly period ending
September 30, 1995.
(k) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-1, as amended (Reg. No.
33-69752).
(n) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 10-K for the fiscal year ended December 31,
1995.
(o) Incorporated by reference to the identically numbered exhibit to the
Company's report on Form 10-Q for the quarterly period ending March
31, 1996.
(p) Incorporated by reference to the identically numbered exhibit to the
Company's report on Form 10-Q for the quarterly period ended June 30,
1996.
(q) Incorporated by reference to the identically numbered exhibit to the
Company's Registration Statement on Form S-3, as amended (Reg. No.
333-12453).
(r) Incorporated by reference to the identically numbered exhibit to the
Company's Report on Form 8-K dated February 16, 1997.
32
<PAGE> 6
(s) Incorporated by reference to the identically numbered exhibit to the
Company'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 the
Company's Report on Form 8-K dated 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 Company, Evergreen Media Corporation
and Morris 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 the
Company's Current Report on form 8-K dated July 7, 1997 and filed July
31, 1997.
(ff) Incorporated by reference to the identically numbered exhibit to the
Registration Statement of Evergreen Media Corporation on Form S-4,
filed August 1, 1997.
(gg) Incorporated by reference to the identically numbered exhibit to the
Registration Statement of Evergreen Media Corporation of Los Angeles on
Form S-4, filed July 29, 1997 (Registration Number 333-32259).
(b) Reports on Form 8-K
1. Form 8-K, dated April 1, 1997 and filed May 9, 1997, reporting certain
events related to the execution of the agreements contemplated by the
Gannett Acquisition (incorporated by reference as Exhibits 2.34, 2.35
and 2.36 hereto), the Senior Credit Facility (incorporated by
reference as Exhibit 4.10 hereto), and the consummation of other
transactions previously described.
2. Form 8-K, dated May 27, 1997 and filed May 28, 1997, reporting certain
pro forma financial information.
3. Form 8-K, dated May 27, 1997 and filed May 29, 1997, reporting a press
release related to the placement of the Convertible Preferred Stock
described herein.
4. Form 8-K, dated May 30, 1997 and filed June 4, 1997, providing the
following financial statement information: (i) KKSF-FM/KDFC-FM/AM,
(ii) WJLB-FM/WMXD-FM, (iii) WDAS-FM/AM, (iv) WPNT-FM and (v) WLTW-FM,
WAXQ-FM, WMZQ-FM, WJZW-AM, WBZS-AM, WZHF-AM.
5. Form 8-K, dated June 11, 1997 and filed June 12, 1997, providing a
press release related to the placement of the convertible Preferred
Stock described herein.
6. Form 8-K, dated June 16, 1997 and filed July 2, 1997, reporting
certain events related to the execution of the agreement contemplated
by the Bonneville Acquisition, the consummation of certain
transactions previously described and the completion of the placement
of the Convertible Preferred Stock.
7. Form 8-K, dated July 7, 1997 and filed July 31, 1997, reporting
certain events related to the Katz Acquisition and the consummation of
certain transactions previously described.
33
<PAGE> 7
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 of Los Angeles
By: /s/ Matthew E. Devine
-----------------------
Matthew E. Devine
Chief Financial Officer
Date: August 25, 1997
34
<PAGE> 8
INDEX TO EXHIBITS
EXHIBIT
NO. ITEM
- ------- ----
27.1 Financial Data Schedule for Evergreen Media Corporation of
Los Angeles
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 6/30/97
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001043102
<NAME> EVERGREEN MEDIA CORPORATION OF LOS ANGELES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,886
<SECURITIES> 0
<RECEIVABLES> 104,040
<ALLOWANCES> 4,386
<INVENTORY> 0
<CURRENT-ASSETS> 112,339
<PP&E> 95,597
<DEPRECIATION> 30,780
<TOTAL-ASSETS> 1,483,513
<CURRENT-LIABILITIES> 32,994
<BONDS> 525,000
0
0
<COMMON> 1
<OTHER-SE> 836,602
<TOTAL-LIABILITY-AND-EQUITY> 1,483,513
<SALES> 188,261
<TOTAL-REVENUES> 188,261
<CGS> 27,916
<TOTAL-COSTS> 170,725
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,741
<INCOME-PRETAX> 8,118
<INCOME-TAX> 4,259
<INCOME-CONTINUING> 3,859
<DISCONTINUED> 0
<EXTRAORDINARY> (4,350)
<CHANGES> 0
<NET-INCOME> (491)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
