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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 7, 1998
CHANCELLOR MEDIA CORPORATION CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in Charter) Specified in Charter)
000-21570 333-32259
(Commission File No.) (Commission File No.)
75-2247099 75-2451687
(IRS Employer (IRS Employer
Identification No.) Identification No.)
DELAWARE DELAWARE
(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
433 EAST LAS COLINAS BOULEVARD
SUITE 1130
IRVING, TEXAS 75039
(Address of Principal
Executive Offices)
(972) 869-9020
(Registrant's telephone
number, including area code)
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ITEM 5. Other Events
On July 7, 1998, Chancellor Media Corporation (together with its
subsidiaries, the "Company") issued the press release filed herewith as Exhibit
99.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
7(c) Exhibits
99. Press Release dated July 7, 1998.
2
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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
----------------------------- ------------------------------
Matthew E. Devine Matthew E. Devine
Senior Vice President Senior Vice President
and Chief Financial Officer and Chief Financial Officer
Date: July 7, 1998
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99 Press Release dated July 7, 1998
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CHANCELLOR MEDIA TO ACQUIRE LIN TELEVISION
-ACCRETIVE TRANSACTION MARKS CHANCELLOR'S ENTRY INTO TELEVISION INDUSTRY-
- -REFLECTS LONG-TERM STRATEGY TO BUILD MAJOR DIVERSIFIED WORLDWIDE MEDIA COMPANY-
IRVING, Tex., and PROVIDENCE, R.I., July 7, 1998 -- Chancellor Media Corporation
(Nasdaq: AMFM) today announced that it has entered into a definitive agreement
to purchase the stock of LIN Television Corporation from affiliates of Hicks,
Muse, Tate & Furst Incorporated in a transaction which values LIN's operating
assets at $1.495 billion plus a reimbursement for working capital and the value
of LIN's financial assets. The purchase price for the operating assets
represents approximately 12.7 times LIN's projected 1999 broadcast cash flow
(defined as operating income excluding depreciation, amortization, and
corporate, general and administrative expenses) and is expected to be
approximately $0.06 per share accretive to Chancellor's 1999 after-tax cash
flow.
Under the terms of the merger agreement, Chancellor will assume approximately
$769 million of net debt and will issue .0300 shares of Chancellor Common Stock
for each share of LIN's Common Stock for aggregate issuance of 17.7 million
shares (comprised of 16.8 million newly issued shares and the assumption of LIN
options representing the right to purchase .9 million shares). The exchange
ratio is based on a $51 share price for Chancellor Common Stock which was the
closing price on July 1, 1998, the date on which the price for the ratio was
established. LIN's financial assets consist of minority ownership interests in
NBC affiliate stations in Dallas and San Diego and, by the close of the
transaction, are expected to also include an equity interest in a major league
sports enterprise in Dallas, Texas. The aggregate financial assets of LIN are
valued at $125 million.
-more-
<PAGE> 2
CHANCELLOR MEDIA CORPORATION, 7/7/98 page 2
Formed in 1966, LIN Television Corporation, with twelve network affiliated
stations, has grown to become the 22nd largest television broadcaster in the
United States. Upon consummation of pending transactions, LIN will own and
operate eight network-affiliated television stations, and has four Local
Marketing Agreements (LMAs) creating overlaps in four of the company's eight
markets. LIN has distinguished itself in the industry by achieving revenue
growth rates and operating margins that are among the best in the industry and
by pioneering the establishment of LMAs in markets already served by the
Company. It has established relationships with all of the six major networks
including ABC, NBC, CBS, FOX, WB and UPN.
LIN's President and Chief Executive Officer, Gary R. Chapman, has been named
President of Chancellor Media's television operations and will join Chancellor's
Board of Directors, increasing the size of the Board to twelve members.
After giving effect to the transaction Chancellor Media Corporation will have
approximately 191.3 million fully diluted common shares outstanding with Hicks,
Muse, Tate & Furst Incorporated's (Chancellor's largest shareholder) ownership
increasing from approximately 9% to approximately 18% of Chancellor's fully
diluted outstanding shares. The acquisition has been approved by the Board of
Directors of both LIN and Chancellor following approval by a special committee
comprised of dis-interested members of Chancellor's Board of Directors
consisting of John H. Massey, Steven Dinetz, Perry Lewis, Thomas Hodson, Vernon
Jordan and Otis Winters. Wasserstein Perella & Co. rendered an opinion to the
special committee that the acquisition of LIN Television is fair to Chancellor
and to Chancellor stockholders from a financial point of view. Morgan Stanley
Dean Witter & Co. advised Chancellor Media with respect to this transaction.
Greenhill & Company advised LIN Television stockholders. The transaction is also
subject to a vote of Chancellor stockholders.
LIN's strong management is committed to playing an industry-leading role in
digital technology while maintaining a consistent and well recognized emphasis
on the local markets
-more-
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CHANCELLOR MEDIA CORPORATION, 7/7/98 page 3
that it serves. LIN has consistently focused on the quality of its local news
operations and currently broadcasts 122 hours of local news programming each
week. LIN has also launched a service known as The Local Weather Station(R) in
markets served by the LIN station group. The Local Weather Station is a
programming service that provides Doppler radar, local travel forecasts, and
weather trends over local area cable television systems. Also, by entering into
LMAs with independent stations in LIN markets, the Company has been able to
enhance its programming assets and its commitment to public service,
contributing to the diversity of the communities it serves. The LMAs and The
Local Weather Station are two examples of new revenue sources created by LIN
with modest additional expense.
Commenting on the transaction, Jeffrey A. Marcus, President and Chief Executive
Officer of Chancellor Media said, "The acquisition of LIN Television marks our
entry into television broadcasting, a business complementary to our broad radio
platform and represents further progress in our strategy to create an integrated
multi-media company. It is consistent with our long-term goal of enhancing
shareholder value by growing the company through accretive acquisitions so we
can become one of the largest, most profitable, diversified media companies in
the world. With twelve network affiliated stations, including four extremely
valuable LMAs, LIN provides Chancellor with critical mass in the television
business and creates a strong foundation for further growth in television. We
are attracted to the television industry both as a stand-alone business and as a
platform that provides excellent opportunities for cross-promotion and
cross-selling with our radio and outdoor assets.
"Led by President/CEO Gary Chapman since 1989, LIN Television has assembled one
of the best management teams in the industry distinguishing itself by generating
outstanding and consistent financial performance. LIN has achieved over ten
consecutive years of double digit gains in broadcast cash flow and possesses
operating margins which are among the highest in the industry. With strong
operating management, the Company recorded BCF gains in 1997 of 11.6% and
improved its operating margin to 50% from 48% in the previous year. In the first
quarter of 1998 LIN extended this track record, generating pro forma revenue
increases of 14%, and impressive BCF growth of 34%.
-more-
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CHANCELLOR MEDIA CORPORATION, 7/7/98 page 4
"Through its commitment to technology, LIN is well positioned for further growth
and the introduction of high-definition television as it has already rebuilt all
of its towers and facilities to accommodate the antennae and transmitters
necessary to provide digital television broadcasts. In fact, earlier this year,
LIN broadcast the first non-experimental, digital high definition professional
sports telecast. We are confident that Gary and his team will translate the
opportunity of digital television into continued attractive financial returns
for LIN and Chancellor.
"Importantly, the LIN management has already demonstrated its ability to create
value by operating multiple properties within individual markets as evidenced by
the revenue, promotional and expense synergies it has developed in its four LMA
markets. Our next goal is to expand upon these results through additional
transactions which will create overlaps with our existing radio station assets
as well as our recently announced acquisition of outdoor advertising company
Martin Media. This may be accomplished through strategic television and/or radio
station acquisitions, or by swapping radio or television stations to create
overlaps in markets where we already have a presence."
LIN's President and Chief Executive Officer, Gary R. Chapman, stated, "We are
delighted to join the Chancellor Media organization as we believe our combined
broadcasting experience and expertise will support Chancellor's participation in
the television industry and its goal to emerge as a leading worldwide media
company. Chancellor's growing portfolio of radio, outdoor, and television
assets, supported by unique media-rep capabilities, creates an expanding base of
opportunities for each operating area as well as each market."
Completion of the transaction is subject to regulatory approval, including
Federal Communications Commission approval of the transfer of LIN Television's
broadcast licenses, expiration of the applicable Hart-Scott-Rodino waiting
period and other customary closing conditions. The transaction is expected to be
consummated in the fourth quarter of 1998.
-more-
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CHANCELLOR MEDIA CORPORATION, 7/7/98 page 5
Upon consummation of pending transactions, LIN's twelve stations include eight
owned network affiliates and four LMAs as follows:
<TABLE>
<CAPTION>
MARKET STATION DMA CHANNEL NETWORK LMA
<S> <C> <C> <C> <C> <C>
Indianapolis WISH # 25 8 CBS
New Haven-Hartford WTNH # 27 8 ABC WBNE/59/WB
Grand Rapids* WOOD # 37 8 NBC WOTV/41/ABC
Norfolk-Portsmouth WAVY # 39 10 NBC WVBT/43/WB-FOX
Buffalo WIVB # 40 4 CBS
Austin KXAN # 60 36 NBC KNVA/54/WB/UPN
Decatur WAND # 81 17 ABC
Fort Wayne WANE # 102 15 CBS
</TABLE>
* pending FCC approval
Chancellor Media, the second-largest radio broadcasting company in the United
States, owns and operates 108 radio stations in 22 of the nation's largest
markets with stations in each of the nation's top ten markets and a combined
weekly listener base of over 46 million people. Earlier this year, Chancellor
launched AMFM Radio Networks, a national, wholly-owned radio syndication
subsidiary, which reaches over 60 million listeners weekly and last month,
Chancellor announced the acquisition of Martin Media, an outdoor advertising
company with over 13,000 display faces in 29 markets and 12 states in the United
States.
This news announcement contains certain forward-looking statements under federal
securities laws which are based upon current expectations and involve certain
risks and uncertainties. Under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, readers should note that these
statements may be impacted by several factors, and, accordingly, the Company's
actual performance and results may vary from those stated herein.
# # #
CONTACT:
Matthew E. Devine Deborah Jacobson
Chief Financial Officer Vice President, Corporate Development
Chancellor Media Corporation /Treasurer
972/869-9020 LIN Television Corporation
401/454-2880
Joseph N. Jaffoni Mark Semer
David C. Collins Roy Winnick
Jaffoni & Collins Incorporated Kekst and Company
212/835-8500; [email protected] 212/521-4800
