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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): September 5, 1997
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Chancellor Media Corporation Chancellor Media Corporation of Los Angeles
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(Exact Name of Registrant as (Exact Name of Registrant as
Specified in Charter) Specified in Charter)
000-21570 333-32259
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(Commission File No.) (Commission File No.)
75-2247099 75-2451687
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(IRS Employer (IRS Employer
Identification No.) Identification No.)
Delaware Delaware
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(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation) of 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 2. Acquisition or Disposition of Assets.
On September 5, 1997, Evergreen Media Corporation, a Delaware corporation
("Evergreen" and, together with its subsidiaries, the "Company"), consummated
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"), Chancellor Radio Broadcasting Company, a
Delaware corporation ("CRBC"), Evergreen, Evergreen Media Corporation of Los
Angeles, a Delaware corporation ("EMCLA") and Evergreen Mezzanine Holdings
Corporation, a Delaware corporation ("EMHC"). The Merger Agreement and the
transactions contemplated thereby had previously been approved by the
stockholders of Evergreen at its annual stockholders meetings held on September
3, 1997 and by the stockholders of Chancellor at a special stockholders meeting
held on September 3, 1997. Following grant of consent to the transactions by
the Federal Communications Commission on September 4, 1997, on September 5,
1997 (i) Chancellor was merged (the "Parent Merger") with and into EMHC, a
direct, wholly-owned subsidiary of Evergreen, with EMHC remaining as the
surviving corporation and (ii) CRBC was merged (the "Subsidiary Merger") with
and into EMCLA, a direct, wholly-owned subsidiary of EMHC, with EMCLA remaining
as the surviving corporation. Upon the consummation of the Parent Merger,
Evergreen was renamed Chancellor Media Corporation ("Chancellor Media") and
EMHC was renamed Chancellor Mezzanine Holdings Corporation ("CMHC"). Upon the
consummation of the Subsidiary Merger, EMCLA was renamed Chancellor Media
Corporation of Los Angeles ("CMCLA").
At the effective time of the Parent Merger (the "Parent Merger Effective
Time"), (i) each share of Evergreen's Class A Common Stock, par value $.01 per
share, and each share of Evergreen's Class B Common Stock, par value $.01 per
share, outstanding immediately prior to the Parent Merger Effective Time were
reclassified, changed and converted into one share of Common Stock, par value
$.01 per share (the "Common Stock"), of Chancellor Media, (ii) each share of
Chancellor's Class A Common Stock, par value $.01 per share, and each share of
Chancellor's Class B Common Stock, par value $.01 per share, outstanding
immediately prior to the Parent Merger Effective Time were converted into the
right to receive 0.9091 shares of Common Stock, (iii) each share of
Chancellor's 7% Convertible Preferred Stock, par value $.01 per share,
outstanding immediately prior to the Parent Merger Effective Time was converted
into the right to receive one share of 7% Convertible Preferred Stock of
Chancellor Media with substantially identical powers, preferences and relative
rights and (iv) Evergreen assumed all options to acquire shares of Chancellor's
Class A Common Stock outstanding immediately prior to the Parent Merger
Effective Time held by certain officers, directors, employees and consultants
of Chancellor and its subsidiaries. Approximately 17.3 million shares of
Chancellor Media Common Stock were issued in the Parent Merger to the former
common stockholders of Chancellor, and approximately 1.8 million shares of
Chancellor Media Common Stock may be issued from time to time upon the exercise
of the options assumed by Chancellor Media in the Parent Merger. In addition,
at the Parent Merger Effective Time, CMHC repaid all amounts outstanding under
Chancellor's senior loan agreement, dated July 2, 1997, among Chancellor and
Bankers Trust New York Corporation, in the principal amount of $133.0 million.
CMHC utilized funds that had been distributed by EMCLA to EMHC on September 4,
1997 in the form of a dividend for payment of the principal amount due under
Chancellor's senior loan agreement. EMCLA borrowed funds under its senior
credit facility, dated April 25, 1997, as amended, among EMCLA, Toronto
Dominion (Texas), Inc., as Administrative Agent, and the commercial banks and
other financial institutions named therein (the "Senior Credit Facility"), in
order to distribute such funds to EMHC on September 4, 1997. A copy of the
Senior Credit Facility, listing the commercial banks and other institutional
lenders thereto, has previously been filed with the Securities and Exchange
Commission as Exhibit 4.10 to Evergreen's Current Report on Form 8-K, dated
April 1, 1997 and filed on May 9, 1997.
Furthermore, at the effective time of the Subsidiary Merger (the
"Subsidiary Merger Effective Time"), (i) each share of CRBC's 12 1/4% Series A
Senior Cumulative Exchangeable Preferred Stock, par value $.01 per share,
outstanding immediately prior to the Parent Merger Effective Time was converted
into the right to receive one share of 12 1/4% Series A Senior Cumulative
Exchangeable Preferred Stock of CMCLA with substantially identical powers,
preferences and relative rights, (ii) each share of CRBC's 12% Exchangeable
Preferred Stock, par value $.01 per share, outstanding immediately prior to the
Parent Merger Effective Time was converted into the right
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to receive one share of 12% Exchangeable Preferred Stock of CMCLA with
substantially identical powers, preferences and relative rights, (iii) CMCLA
assumed all of the obligations under CRBC's $200,000,000 aggregate principal
amount 9 3/8% Senior Subordinated Notes due 2004 (the "9 3/8% Subordinated
Notes") and the Indenture governing such securities, (iv) CMCLA assumed all of
the obligations under CRBC's $200,000,000 aggregate principal amount 8 3/4%
Senior Subordinated Notes due 2007 (the "8 3/4% Subordinated Notes") and the
Indenture governing such securities and (v) CMCLA refinanced, through
additional borrowings under the Senior Credit Facility, all amounts outstanding
under CRBC's amended and restated senior credit agreement, dated July 2, 1997
(the "CRBC Credit Facility"), among CRBC, Bankers Trust Company, as
Administrative Agent, and the commercial banks and other financial institutions
named therein. The aggregate amount of borrowings under the CRBC Credit
Facility refinanced by CMCLA consisted of principal in the amount of $416.0
million.
The aggregate consideration paid to acquire Chancellor and its
subsidiaries pursuant to the Merger Agreement was determined as a result of an
arm's length negotiation between Evergreen and Chancellor, as described in the
Joint Proxy Statement/Prospectus of Evergreen and Chancellor filed with the
Securities and Exchange Commission on August 1, 1997 as part of Evergreen's
Registration Statement on Form S-4 (Reg. No. 333-32677). Chancellor and its
subsidiaries own assets that constitute plant, equipment and other physical
property used in the operation of radio stations and, subject to certain radio
station dispositions previously reported by the Company and Chancellor or that
may be agreed upon in the future, will continue to be utilized by the Company
for such purposes.
Pursuant to the Merger Agreement, effective at the Parent Merger Effective
Time, four of Evergreen's directors -- Matthew E. Devine, Kenneth J. O'Keefe,
Joseph Sitrick and Eric L. Bernthal -- resigned from its Board of Directors.
Simultaneously therewith, the remaining members of the Board of Directors fixed
the size of the Chancellor Media Board of Directors at ten and elected six
members of Chancellor's Board of Directors -- Thomas O. Hicks, Steven Dinetz,
Eric C. Neuman, John H. Massey, Jeffrey A. Marcus and Lawrence D. Stuart, Jr.
- -- to fill vacancies on Chancellor Media's Board of Directors. Chancellor
Media's Amended and Restated Certificate of Incorporation provides for a
classified Board of Directors, and pursuant thereto, the members of the
Chancellor Media Board of Directors were classified as follows:
Class I Directors --
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Perry J. Lewis
Eric C. Neuman
Class II Directors --
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James E. de Castro
Steven Dinetz
Lawrence D. Stuart, Jr.
Jeffrey A. Marcus
Class III Directors --
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Scott K. Ginsburg
Thomas O. Hicks
Thomas J. Hodson
John H. Massey
Each Class I director will hold office until the 1998 annual meeting of
stockholders of Chancellor Media, Class II directors will hold office until the
1999 annual meeting of stockholders of Chancellor Media, and Class III
directors will hold office until the 2000 annual meeting of stockholders of
Chancellor Media, and in all
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cases, until his or her respective successor is duly elected and appointed or
qualified in the manner provided in Chancellor Media's Amended and Restated
Certificate of Incorporation or Amended and Restated Bylaws, or as otherwise
provided by applicable law.
Immediately prior to the Parent Merger Effective Time, pursuant to the
Merger Agreement, Scott K. Ginsburg, the sole director of EMHC, fixed the size
of the EMHC Board of Directors at ten and elected the following individuals to
fill vacancies on the EMHC Board : James E. de Castro, Perry J. Lewis, Thomas
J. Hodson, Thomas O. Hicks, Steven Dinetz, Eric C. Neuman, John H. Massey,
Jeffrey A. Marcus and Lawrence D. Stuart, Jr. Additionally, immediately prior
to the Subsidiary Merger Effective Time, pursuant to the Merger Agreement, Mr.
Ginsburg, the sole director of EMCLA, fixed the size of the EMCLA Board of
Directors at ten and elected the following individuals to fill vacancies on the
EMCLA Board : James E. de Castro, Perry J. Lewis, Thomas J. Hodson, Thomas O.
Hicks, Steven Dinetz, Eric C. Neuman, John H. Massey, Jeffrey A. Marcus and
Lawrence D. Stuart, Jr.
At the Parent Merger Effective Time and the Subsidiary Merger Effective
Time, pursuant to the Merger Agreement, the following individuals were elected
as officers of each of Chancellor Media, CMHC and CMCLA:
Thomas O. Hicks -- Chairman of the Board
Scott K. Ginsburg -- President and Chief Executive Officer
James E. de Castro -- Co-Chief Operating Officer
Steven Dinetz -- Co-Chief Operating Officer
Matthew E. Devine -- Chief Financial Officer and Chief Accounting Officer,
Secretary
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
7(a) Financial Statements of Businesses Acquired
Historical financial statements for Chancellor Broadcasting Company and
Chancellor Radio Broadcasting Company will be provided by amendment to this
Current Report on Form 8-K within 75 days of the consummation of the Merger
Agreement.
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7(b) Pro Forma Financial Information
Pro forma financial information reflecting the transactions
contemplated by the Merger Agreement will be provided by
amendment to this Current Report on Form 8-K within 75 days
of the consummation of the Merger Agreement.
7(c) 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 & Furst 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 Forgrave 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.
(y) 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 and amended and restated as of July
31, 1997.
* 99.1 Press Release, dated September 5, 1997.
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* Filed herewith.
(r) Incorporated by reference to the identically-numbered exhibit to the
Current Report on Form 8-K, dated February 16, 1997 and filed March 9,
1997, of Evergreen Media Corporation.
(y) Incorporated by reference to the identically-numbered exhibit to the
Registration Statement on Form S-4 (Reg. No. 333-32677), filed August
1, 1997, of Evergreen Media Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Chancellor Media Corporation Chancellor Media Corporation of Los Angeles
By: /s/ Matthew E. Devine By: /s/ Matthew E. Devine
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Matthew E. Devine Matthew E. Devine
Chief Financial Officer Chief Financial Officer
Date: September 16, 1997
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
(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 & Furst 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 Forgrave 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.
(y) 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 and amended and restated as of July 31, 1997.
* 99.1 Press Release, dated September 5, 1997.
</TABLE>
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* Filed herewith.
(r) Incorporated by reference to the identically-numbered exhibit to the
Current Report on Form 8-K, dated February 16, 1997 and filed March 9,
1997, of Evergreen Media Corporation.
(y) Incorporated by reference to the identically-numbered exhibit to the
Registration Statement on Form S-4 (Reg. No. 333-32677), filed August 1,
1997, of Evergreen Media Corporation.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Chancellor Media Corporation Jaffoni & Collins Incorporated
972/869-9020 212/505-3015
EVERGREEN MEDIA/CHANCELLOR BROADCASTING
MERGER CLOSES SEPTEMBER 5
Irving, and Dallas, Texas, September 5, 1997 - Evergreen Media Corporation
(Nasdaq: EVGM) and Chancellor Broadcasting Company (Nasdaq: CBCA) announced
today that the merger of the two companies to create Chancellor Media
Corporation has been consummated effective September 5, 1997. The common shares
of Chancellor Media Corporation will trade from the opening of business on
September 8, 1997 on the Nasdaq National Market under the symbol "AMFM."
Pursuant to the terms of the merger, all of Chancellor Broadcasting's common
stock is being exchanged for a fixed per share consideration of 0.9091 shares
of Evergreen's Common Stock in a tax-free exchange. Based on the number of
shares of Chancellor Common Stock and options to purchase shares of Chancellor
Common Stock outstanding, Evergreen, which is being renamed Chancellor Media
Corporation, is issuing approximately 17.3 million shares and assuming
Chancellor options representing the right to purchase approximately 1.8 million
shares of Chancellor Media Common Stock. The new Chancellor Media Corporation
is also assuming or refinancing approximately $812 million of Chancellor
Broadcasting's outstanding long-term debt and issuing three series of preferred
stock in exchange for preferred stock of Chancellor having an aggregate
liquidation preference of approximately $440 million. Giving effect to
consummation of the merger, Chancellor Media Corporation has approximately 70.6
million common equivalent shares outstanding, which includes shares issuable
upon exercise of options and conversion of convertible preferred stock.
Of the three series of preferred stock being issued in the merger, two such
series - the 7% Convertible Preferred Stock of Chancellor Media Corporation and
the 12% Exchangeable Preferred Stock of Chancellor Media Corporation of Los
Angeles - are being issued in exchange for two series of preferred stock that
have not been registered under the Securities Act of 1933, as amended (the
"Act"). The 7% Convertible Preferred Stock of Chancellor Media Corporation,
which is being issued in exchange for Chancellor Broadcasting Company's 7%
Convertible Preferred Stock, and the 12% Exchangeable Preferred Stock of
Chancellor Media Corporation of Los Angeles, which is being issued in exchange
for Chancellor Radio Broadcasting Company's 12% Exchangeable Preferred Stock,
had been registered under the Act and, accordingly, the transfer restrictions
previously applicable to the 7% Convertible Preferred Stock of Chancellor
Broadcasting Company and the 12% Exchangeable Preferred Stock of Chancellor
Radio Broadcasting Company will no longer apply after consummation of the
merger. Liquidated damages and additional dividends, which have been accruing
on these securities pursuant to registration rights agreements entered into in
connection with their original placement, will cease to accrue as of the merger
date. Previously accrued liquidated damages of $.02465 per share of Chancellor
Media Corporation's 7% Convertible Preferred Stock will be paid on October 15,
1997, to holders of record on October 1, 1997, and previously accrued
additional dividends of $.04028 per share of Chancellor Media Corporation of
Los Angeles' 12% Exchangeable Preferred Stock will be paid on January 15, 1998,
to holders of record on January 1, 1998.
The $3.00 Convertible Exchangeable Preferred Stock, which was issued in June of
1997 by Evergreen Media Corporation and which will remain outstanding after the
merger, as well as the 8 3/4% Senior Subordinated Notes
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due 2007 issued in June of 1997 by Chancellor Radio Broadcasting Company which
will be assumed by Chancellor Media Corporation of Los Angeles, have not been
registered to date under the Act. These securities remain subject to transfer
restrictions under the Act. Chancellor Media expects to comply with its
registration obligations with respect to these securities without incurring any
liability for liquidated damages or other similar payments.
Chancellor Media Corporation is being formed by the merger of Evergreen Media
Corporation and Chancellor Broadcasting Company, as well as radio properties
acquired form Viacom Inc., Gannett Company, Inc., Bonneville International
Corporation and others. Upon consummation of all announced transactions,
Chancellor Media will own and operate 99 radio stations in 21 of the nation's
largest markets.
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