<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CHANCELLOR MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4832 75-2247099
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification Number)
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<TABLE>
<S> <C>
SCOTT K. GINSBURG
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,
including area code, of registrant's principal (Name, address, including zip code, telephone
executive offices) number, including area code, of agent for service)
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Copies to
JOHN D. WATSON, JR., ESQ.
MARK D. SPOTO, ESQ.
LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300
WASHINGTON, D.C. 20004-2505
(202) 637-2200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-44401
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE
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Common Stock of Chancellor Media Corporation..........
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Total(2)..................................... $50,000,000(2) $50,000,000(2) $14,750
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(1) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act.
(2) In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $50,000,000. The
aggregate amount of Common Stock of the Company registered hereunder is
further limited to that which is permissible under Rule 415(a)(4) under the
Securities Act. The securities registered hereunder may be sold separately
or as units with other securities registered hereby.
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<PAGE> 2
In accordance with General Instruction IV to Form S-3 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of Registration Statement No.
333-44401 originally filed with the Securities and Exchange Commission on
January 16, 1998.
EXHIBITS
The following exhibits are filed herewith:
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<C> <S>
5.1 -- Opinion of Latham & Watkins
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
23.3 -- Consent of KPMG Peat Marwick LLP
23.4 -- Consent of Price Waterhouse LLP
23.5 -- Consent of Arthur Andersen LLP
23.6 -- Consent of Coopers & Lybrand L.L.P.
23.7 -- Consent of Coopers & Lybrand L.L.P.
23.8 -- Consent of Coopers & Lybrand L.L.P.
23.9 -- Consent of Price Waterhouse LLP
23.10 -- Consent of Arthur Andersen LLP
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
identified below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and 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 March 10, 1998.
CHANCELLOR MEDIA CORPORATION
By: /s/ MATTHEW E. DEVINE
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Matthew E. Devine
Senior Vice President and
Chief Financial Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Matthew
E. Devine and Scott K. Ginsburg as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign any or all
further amendment (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
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.
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SIGNATURES TITLE DATE
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<C> <S> <C>
/s/ THOMAS O. HICKS Chairman of the Board March 10, 1998
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Thomas O. Hicks
/s/ SCOTT K. GINSBURG President, Chief Executive March 10, 1998
- ----------------------------------------------------- Officer and Director
Scott K. Ginsburg (Principal Executive Officer)
/s/ JAMES E. DE CASTRO Chief Operating Officer and March 10, 1998
- ----------------------------------------------------- Director
James E. de Castro
/s/ MATTHEW E. DEVINE Senior Vice President and Chief March 10, 1998
- ----------------------------------------------------- Financial Officer (Principal
Matthew E. Devine Financial Officer and
Principal Accounting Officer)
/s/ THOMAS J. HODSON Director March 10, 1998
- -----------------------------------------------------
Thomas J. Hodson
Director
- -----------------------------------------------------
Perry J. Lewis
/s/ ERIC C. NEUMAN Director March 10, 1998
- -----------------------------------------------------
Eric C. Neuman
/s/ JOHN H. MASSEY Director March 10, 1998
- -----------------------------------------------------
John H. Massey
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SIGNATURES TITLE DATE
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/s/ JEFFREY A. MARCUS Director March 10, 1998
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Jeffrey A. Marcus
/s/ LAWRENCE D. STUART, JR. Director March 10, 1998
- -----------------------------------------------------
Lawrence D. Stuart, Jr.
Director
- -----------------------------------------------------
Steven Dinetz
Director
- -----------------------------------------------------
Vernon E. Jordan, Jr.
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<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION
NO. OF EXHIBIT
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<C> <S>
5.1 -- Opinion of Latham & Watkins
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
23.3 -- Consent of KPMG Peat Marwick LLP
23.4 -- Consent of Price Waterhouse LLP
23.5 -- Consent of Arthur Andersen LLP
23.6 -- Consent of Coopers & Lybrand L.L.P.
23.7 -- Consent of Coopers & Lybrand L.L.P.
23.8 -- Consent of Coopers & Lybrand L.L.P.
23.9 -- Consent of Price Waterhouse LLP
23.10 -- Consent of Arthur Andersen LLP
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<PAGE> 1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
March 10, 1998
Chancellor Media Corporation
433 East Las Colinas Boulevard
Suite 1130
Irving, Texas 75039
Re: Chancellor Media Corporation
Ladies and Gentlemen:
In connection with the registration statement on Form S-3
filed on March 10, 1998 with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act"), you have requested our opinion
with respect to the matters set forth below. Pursuant to Rule 462(b),
such registration statement is deemed to be a part of the registration
statement on Form S-3 (File No. 333-44401) originally filed by the
Company and certain of its subsidiaries on January 16, 1998 (the
"Original Registration Statement") (the two such registration
statements being referred to collectively herein as the "Registration
Statement").
You have provided us with a prospectus (the "Prospectus")
which is a part of the Original Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more
supplements to the Prospectus (each a "Prospectus Supplement"). The
Prospectus as supplemented by various Prospectus Supplements will
provide for the issuance and sale by Chancellor Media Corporation, a
Delaware corporation (the "Company"), of up to $1,050,000,000 aggregate
offering price of shares of common stock, par value $.01 per share (the
"Common Stock") of the Company.
<PAGE> 2
LATHAM & WATKINS
Chancellor Media Corporation
March 10, 1998
Page 2
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization and
issuance of the shares of Common Stock. For purposes of this opinion,
we have assumed that such proceedings will be timely and properly
completed, in accordance with all requirements of applicable federal
and Delaware laws, in the manner presently proposed.
We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such documents,
corporate records and instruments of the Company as we have deemed
necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to
us as copies.
We have been furnished with, and with your consent have
exclusively relied upon, certificates of officers of the Company with
respect to certain factual matters. In addition, we have obtained and
relied upon such certificates and assurances from public officials as
we have deemed necessary.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction
or, in the case of Delaware, any other laws, or as to any matters of
municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set
forth herein, it is our opinion that, as of the date hereof:
1. The Company has the authority pursuant to its Amended
and Restated Certificate of Incorporation to issue up to 200,000,000
shares of Common Stock. Upon adoption by the Board of Directors of the
Company of a resolution in form and content as required by applicable
law and upon issuance and delivery of and payment for such shares in
the manner contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s) and by such resolution, the
shares of Common Stock covered by the Registration Statement will be
validly issued, fully paid and nonassessable.
<PAGE> 3
LATHAM & WATKINS
Chancellor Media Corporation
March 10, 1998
Page 3
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus included therein.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-44401) of Chancellor Media Corporation of our reports on the following
financial statements: 1) the consolidated balance sheets of Evergreen Media
Corporation and subsidiaries as of December 31, 1995 and 1996 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1996; 2) the
combined balance sheets of WMZQ Inc. and Viacom Broadcasting East, Inc. as of
December 31, 1995 and 1996 and the related combined statements of earnings and
cash flows for each of the years in the three-year period ended December 31,
1996; 3) the combined balance sheets of Riverside Broadcasting Co., Inc. and
WAXQ Inc. as of December 31, 1995 and 1996 and the related combined statements
of earnings and cash flows for each of the years in the three-year period ended
December 31, 1996; 4) the balance sheets of KKSF-FM/KDFC-FM and AM (A Division
of the Brown Organization) as of December 31, 1995 and 1996 and the related
statements of earnings and division equity and cash flows for the years then
ended; 5) the balance sheets of WLIT Inc. as of December 31, 1995 and 1996 and
the related statements of earnings and cash flows for each of the years in the
three-year period ended December 31, 1996; 6) the combined balance sheets of
KYSR Inc. and KIBB Inc. as of December 31, 1995 and 1996 and the related
combined statements of operations and cash flows for each of the years in the
three-year period ended December 31, 1996; and 7) the balance sheets of WDRQ
Inc. as of December 31, 1995 and 1996 and the related statements of earnings and
cash flows for each of the years in the three-year period ended December 31,
1996. We also consent to the reference to our firm under the heading "Experts"
in the Registration Statement.
KPMG Peat Marwick LLP
Dallas, Texas
March 9, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-44401) of Chancellor Media Corporation of our report on the balance sheet of
WDAS-AM/FM (station owned and operated by Beasley FM Acquisition Corp.) as of
December 31, 1996 and the related statements of earnings and station equity and
cash flows for the year then ended, and to the reference to our firm under the
heading "Experts" in the Registration Statement.
KPMG Peat Marwick LLP
St. Petersburg, Florida
March 9, 1998
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EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Chancellor Media Corporation of our report dated May 2,
1997 relating to the financial statements of Century Chicago Broadcasting, L.P.,
which appears in the Current Report on Form 8-K of Evergreen Media Corporation
dated May 30, 1997 and filed June 4, 1997. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 9, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Chancellor Media
Corporation filed pursuant to Rule 462(b) and incorporating the previously
effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media
Corporation of our report dated May 8, 1997, (and to all references to our Firm)
included in Evergreen Media Corporation's previously filed Form 8-K dated May
30, 1997 and filed June 4, 1997.
Arthur Andersen LLP
Chicago, Illinois
March 9, 1998
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-44401) of Chancellor Media Corporation of our reports dated February 13,
1997, except for Note 15 as to which the date is February 19, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of Chancellor Broadcasting Company and Subsidiaries as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996, which reports appear in the Form 10-K dated March 28, 1997 filed by
Chancellor Broadcasting Company. We also consent to the reference to our firm
under the caption "Experts."
Coopers & Lybrand L.L.P.
Dallas, Texas
March 9, 1998
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-44401) of Chancellor Media Corporation of our reports dated February 13,
1997, except for Note 15 as to which the date is February 19, 1997, on our
audits of the consolidated financial statements and financial statement schedule
of Chancellor Radio Broadcasting Company and Subsidiaries as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996, which reports appear in the Form 10-K dated March 28, 1997 filed by
Chancellor Radio Broadcasting Company. We also consent to the reference to our
firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Dallas, Texas
March 9, 1998
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and
incorporating the previously effective Registration Statement on Form S-3 (No.
333-44401) of Chancellor Media Corporation of our reports dated March 24, 1997,
on our audits of the consolidated statements of operations, changes in
stockholders' equity, cash flows and financial statement schedule of Trefoil
Communications, Inc. and Subsidiaries for the period January 1, 1996 through
February 13, 1996, which reports appear in the Form 10-K dated March 28, 1997
filed by Chancellor Broadcasting Company. We also consent to the reference to
our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Dallas, Texas
March 9, 1998
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule
462(b) and incorporating the previously effective Registration Statement on Form
S-3 (No. 333-44401) of Chancellor Media Corporation of our report dated February
14, 1996 relating to the consolidated financial statements of Trefoil
Communications, Inc. which appears on page F-41 of the 1996 Annual Report on
Form 10-K of Chancellor Broadcasting Company. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page S-10 of such Annual Report on Form 10-K. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Los Angeles, California
March 9, 1998
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Chancellor Media Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 31, 1997 (and to all references to our Firm)
in this Registration Statement on Form S-3 of Chancellor Media Corporation filed
pursuant to Rule 462(b) and incorporating the previously effective Registration
Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation dated
January 16, 1998. We also consent to the reference to us under the heading
"Experts" in such prospectus.
Arthur Andersen LLP
Washington, D.C.
March 9, 1998
