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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
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): June 16, 1997
Evergreen Media Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 75-2247099
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(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
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(Address of Principal
Executive Offices)
(972) 869-9020
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(Registrant's telephone
number, including area code)
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ITEM 2. Acquisition or Disposition of Assets
On July 2, 1997, Evergreen Media Corporation ("Evergreen" and, together
with its subsidiaries, the "Company") and Chancellor Broadcasting Company
(together with its subsidiaries, "Chancellor") consummated the acquisition of
all of the issued and outstanding capital stock of certain subsidiaries of
Viacom International, Inc. ("Viacom"), for an aggregate purchase price of
$1.075 billion in cash, plus working capital of approximately $20.7 million
(collectively, the "Viacom Acquisition"). The subsidiaries acquired in the
Viacom Acquisition own and operate ten radio stations in five major radio
markets.
The Viacom Acquisition was accomplished pursuant to a Joint Purchase
Agreement (the "Joint Purchase Agreement"), dated February 19, 1997, among
Evergreen, Evergreen Media Corporation of Los Angeles ("EMCLA"), Chancellor and
Chancellor Radio Broadcasting Company ("CRBC"). Under the Joint Purchase
Agreement, the parties thereto agreed that, should the Viacom Acquisition be
consummated prior to the consummation of the transactions contemplated by the
Agreement and Plan of Merger, dated February 19, 1997, as amended (the
"Chancellor Merger Agreement"), among Evergreen, Chancellor and CRBC, the
Company would acquire the Viacom subsidiaries that own and operate radio
stations in the New York and Washington, D.C. markets for $595.0 million, plus
working capital (the "Evergreen Viacom Acquisition"), and Chancellor would
acquire the Viacom subsidiaries that own and operate radio stations in the Los
Angeles, Chicago and Detroit markets for $480.0 million, plus working capital
(the "Chancellor Viacom Acquisition"). The Viacom Acquisition was in fact
accomplished prior to the consummation of the transactions contemplated by the
Chancellor Merger Agreement, which the Company expects will be consummated
later in the third quarter of 1997. The Viacom subsidiaries acquired by the
Company in the Evergreen Viacom Acquisition own and operate radio stations
WLTW-FM and WAXQ-FM in New York and WMZQ-FM, WJZW-FM, WBZS-AM and WZHF-AM in
Washington, D.C. The Viacom subsidiaries acquired by Chancellor in the
Chancellor Viacom Acquisition own and operate radio stations KYSR-FM and
KIBB-FM in Los Angeles, WLIT-FM in Chicago and WDRQ-FM in Detroit.
The Company borrowed under its senior credit facility with a syndicate of
commercial banks and other institutional lenders to finance the Evergreen
Viacom Acquisition. A copy of the Company's 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 the
Company's Current Report on Form 8-K, dated April 1, 1997 and filed on May 9,
1997.
The aggregate purchase price for the Viacom Acquisition of $1.075 billion,
plus working capital (the "Total Viacom Purchase Price"), was determined as a
result of an arm's length negotiation between Viacom and the Company. The
allocation between the Company and Chancellor of the Total Viacom Purchase
Price pursuant to the Joint Purchase Agreement was determined as a result of
arm's length negotiations between the Company and Chancellor in connection with
the negotiations that resulted in the Chancellor Merger Agreement.
The Viacom subsidiaries acquired by the Company own assets that constitute
plant, equipment and other physical property used in the operation of radio
stations and, subject to the radio station dispositions described below, will
continue to be utilized by the Company for such purposes.
To comply with multiple ownership limitations of the Federal
Communications Commission, the Company and Chancellor are undertaking a series
of radio station divestitures, which include the sale of certain radio stations
acquired in the Viacom Acquisition -- namely, WJZW-FM, WBZS-AM and WZHF-AM in
Washington, D.C. and WDRQ-FM in Detroit. The sales of WJZW-FM, WBZS-AM, WZHF-AM
and WDRQ-FM remain pending.
Financial statements for the subsidiaries acquired pursuant to the
Evergreen Viacom Acquisition have previously been filed with the Securities and
Exchange Commission on the Company's Current Report on Form 8-K, dated May 30,
1997 and filed June 4, 1997, and are incorporated herein by reference. Pro
forma financial information pertaining to the Viacom Acquisition and certain of
the Company's other pending transactions has been
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prepared and filed with the Securities and Exchange Commission on the Company's
Current Report on Form 8-K, dated May 27, 1997 and filed May 28, 1997.
ITEM 5. Other Events
The Company deems the following information to be of importance to its
security holders.
Preferred Stock Placement
As previously disclosed, on June 16, 1997, the Company consummated an
offering of 5,500,000 shares of its $3.00 Convertible Exchangeable Preferred
Stock (the "Convertible Preferred Stock") in a private placement transaction
for gross proceeds of $275.0 million. On June 20, 1997, the initial purchasers
of the Convertible Preferred Stock exercised an over-allotment option granted
by the Company to acquire an additional 490,000 shares of the Convertible
Preferred Stock for additional gross proceeds of $24.5 million. The aggregate
net proceeds of the offering of Convertible Preferred Stock to the Company,
before deducting fees and expenses, of approximately $289.0 million were used
to repay borrowings outstanding under the Company's senior credit facility and
subsequently were reborrowed as part of the financing of the Evergreen Viacom
Acquisition. The offering of Convertible Preferred Stock has not been
registered under the Securities Act of 1933, as amended, or any state
securities or blue sky laws and the securities may not be offered or sold in
the United States absent registration or an exemption from the registration
requirements of such laws.
Consummation of Sale of WPNT-FM, Chicago, Illinois
On June 19, 1997, the Company consummated the sale of radio station
WPNT-FM, Chicago, Illinois to Bonneville International Corporation and
Bonneville Holding Company (collectively, "Bonneville") for $75.0 million in
cash. The sale price of $75.0 million for WPNT-FM was determined as a result of
an arms-length negotiation between the Company and Bonneville, which are
unrelated parties. The previously announced sales of WLUP-FM in Chicago and
KDFC-FM in San Francisco to Bonneville for $80.0 million in cash and $50.0
million in cash, respectively, are expected to be closed later in the third
quarter of 1997.
Agreement to Acquire KZPS-FM and KDGE-FM, Dallas, Texas
On June 24, 1997, the Company entered into an agreement to acquire radio
stations KZPS-FM and KDGE-FM, Dallas, Texas, from Bonneville for a total
purchase price of $83.5 million in cash (including $8.35 million previously
paid by the Company in escrow) (the "Bonneville Acquisition"). The Bonneville
Acquisition will be financed through borrowings under the Company's senior
credit facility. Upon the completion of the Bonneville Acquisition and the
Company's previously-announced acquisition of KHKS-FM, Dallas, Texas from
Pacific and Southern Company, Inc., a subsidiary of Gannett Company, the
Company will have assembled a radio station cluster of three FM stations and
one AM station in the Dallas market.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
The Company has previously filed financial statements related to the
Evergreen Viacom Acquisition on its Current Report on Form 8-K, dated May 30,
1997 and filed June 4, 1997 (the "May 30 Current Report"). The
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following financial statements, incorporated herein by reference, were filed on
the May 30 Current Report. Page references below refer to page numbers in the
May 30 Current Report.
<TABLE>
<S> <C>
Financial Statements of Business Acquired -- Riverside Broadcasting
Co., Inc. and WAXQ, Inc.:
Independent Auditors' Report .......................................... E-1
Combined Balance Sheets of Riverside Broadcasting Co., Inc. and
WAXQ Inc. as of December 31, 1996 and March 31, 1997
(unaudited) ........................................................ E-2
Combined Statements of Earnings of Riverside Broadcasting Co.,
Inc. and WAXQ Inc. for the year ended December 31, 1996 and the
three months ended March 31, 1996 and 1997 (unaudited) ............. E-3
Combined Statements of Cash Flows of Riverside Broadcasting Co.,
Inc. and WAXQ Inc. for the year ended December 31, 1996 and the
three months ended March 31, 1996 and 1997 (unaudited) ............. E-4
Notes to Combined Financial Statements ................................ E-5
Financial Statements of Business Acquired -- WMZQ Inc. and Viacom
Broadcasting East, Inc.:
Independent Auditors' Report .......................................... F-1
Combined Balance Sheets of WMZQ Inc. and Viacom Broadcasting East,
Inc. as of December 31, 1996 and March 31, 1997 (unaudited) ........ F-2
Combined Statements of Earnings of WMZQ Inc. and Viacom
Broadcasting East, Inc. for the year ended December 31, 1996
and the three months ended March 31, 1996 and 1997 (unaudited) ..... F-3
Combined Statements of Cash Flows of WMZQ Inc. and Viacom
Broadcasting East, Inc. for the year ended December 31, 1996
and the three months ended March 31, 1996 and 1997 (unaudited) ..... F-4
Notes to Combined Financial Statements ................................ F-5
</TABLE>
(b) Pro Forma Financial Information
Pro forma financial information for the Evergreen Viacom Acquisition, as
well as certain other transactions, have been presented by the Company on its
Current Report on Form 8-K, dated May 27, 1997 and filed May 28, 1997.
(c) Exhibits
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<S> <C>
(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) 2.31 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.
(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 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).
</TABLE>
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* Filed herewith.
(r) Incorporated by reference to the identically numbered exhibit to the
Company's Current Report on Form 8-K, dated February 16, 1997 and filed
March 7, 1997.
(t) Incorporated by reference to the identically numbered exhibit to the
Company's Current Report on Form 8-K, dated April 1, 1997 and filed May 9,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Evergreen Media Corporation
By: /s/ Matthew E. Devine
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Matthew E. Devine
Chief Financial Officer
Date: July 2, 1997
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