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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): December 1, 1998
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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)
300 Crescent Court,
Suite 600
Dallas, Texas 75201
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(Address of Principal
Executive Offices)
(214) 922-8700
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(Registrant's telephone
number, including area code)
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ITEM 2. Acquisition or Disposition of Assets.
On December 1, 1998, Chancellor Media Corporation of Los Angeles (together with
its subsidiaries, "the Company"), an indirect wholly-owned subsidiary of
Chancellor Media Corporation, consummated the acquisition of the assets of the
Outdoor Advertising division of Whiteco Industries, Inc. ("Whiteco"), an
outdoor advertising company with over 22,000 billboards and outdoor displays in
34 states, for $930.0 million in cash plus working capital and various other
direct acquisition costs (the "Whiteco Acquisition"). The purchase price of
$930.0 million was determined as a result of an arms-length negotiation
between the Company and Whiteco, which are unrelated parties. The Company
borrowed under its senior credit facility with a syndicate of commercial
banks and other institutional lenders to finance the Whiteco 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 Current Report on
Form 8-K of Evergreen Media Corporation, dated April 1, 1997 and filed on
May 9, 1997. The assets acquired by the Company in the Whiteco Acquisition
constitute advertising signs and other physical property used in the outdoor
advertising business and will continue to be utilized by the Company for such
purposes.
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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 Whiteco as of December 31, 1996
and 1997 and September 30, 1998 and for the years ended December 31, 1995, 1996
and 1997 and for the nine months ended September 30, 1997 and 1998 have been
previously reported by the Company pursuant to the Company's Registration
Statement on Form S-4, as amended (Reg. No. 333-66971), including documents
incorporated by reference therein prior to the distribution of the securities
registered therein and thus, pursuant to General Instruction B.3 of Form 8-K,
are not required to be reported again in this Current Report on Form 8-K.
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7(b) Pro Forma Financial Information
Pro forma financial information reflecting the Whiteco Acquisition
will be provided by amendment to this Current Report on Form 8-K
within 60 days of the date of this report.
7(c) Exhibits
(r) 2.52 Asset Purchase Agreement, dated August 30, 1998, by and
among Chancellor Media Corporation of Los Angeles,
Whiteco Industries, Inc. and Metro Management
Associates.
* 99.1 Press Release, dated December 1, 1998.
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* Filed herewith.
(r) Incorporated by reference to the identically-numbered exhibit to the
Registration Statement on Form S-4, as amended (Reg. No. 333-66971),
filed December 10, 1998, of Chancellor Media Corporation of
Los Angeles.
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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
Senior Vice President and Senior Vice President and
Chief Financial Officer Chief Financial Officer
Date: December 15, 1998
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INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
(r) 2.52 Asset Purchase Agreement, dated August 30, 1998, by and
among Chancellor Media Corporation of Los Angeles,
Whiteco Industries, Inc. and Metro Management
Associates.
* 99.1 Press Release, dated December 1, 1998.
</TABLE>
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* Filed herewith.
(r) Incorporated by reference to the identically-numbered exhibit to the
Registration Statement on Form S-4, as amended (Reg. No. 333-66971),
filed December 10, 1998, of Chancellor Media Corporation of
Los Angeles.
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EXHIBIT 99.1
CHANCELLOR MEDIA COMPLETES WHITECO OUTDOOR ADVERTISING ACQUISITION
- CHANCELLOR OUTDOOR IS THE NATION'S FIFTH LARGEST OUTDOOR COMPANY -
DALLAS, Tex., and MERRILLVILLE, Ind., December 1, 1998 -- Chancellor Media
Corporation (Nasdaq:AMFM), today announced that it completed the acquisition of
the Whiteco Outdoor Advertising division of Whiteco Industries, Inc. for $930
million plus an adjustment for working capital. The acquisition is expected to
be accretive to Chancellor's 1999 after-tax cash flow by approximately $0.10 per
share.
The Whiteco acquisition and Chancellor's purchase of Martin Media, L.P. in the
third quarter positions Chancellor Outdoor Group as the fifth largest owner and
operator of billboard display faces in the United States with over 36,000
outdoor advertising display faces in 37 states. Additionally, Chancellor
Outdoor's assets overlap with approximately 50% of the radio markets served by
Chancellor and 100% of the television markets served by LIN Television, which
Chancellor agreed to acquire in July.
Jeffrey A. Marcus, President and Chief Executive Officer of Chancellor Media
commented, "Formed in the last five months, the Chancellor Outdoor Group now has
a broad national reach and will be a key growth catalyst for our company. I know
that Jim McLaughlin, President of Chancellor Outdoor, along with the entire
Chancellor management team are pleased to add these high quality, well-clustered
assets. And, we are particularly delighted that the proven, results-oriented
Whiteco Outdoor management team will be assuming prominent roles in building the
success of the Chancellor Outdoor Group."
Chancellor Media Corporation is a diversified media company consisting of the
Chancellor Radio Group, Chancellor Outdoor Group, Katz Media (a leading media
representation firm), Chancellor Marketing Group, and the planned Chancellor
Television Group. Reflecting announced transactions, Chancellor Radio Group
will be the nation's largest radio broadcasting entity with over 465 stations in
approximately 105 markets reaching a weekly listener base of over 65 million
people. Through the AMFM Radio Network, Chancellor offers syndicated programming
nationwide. Internationally, Chancellor has acquired Primedia Broadcast Group,
Inc. which owns and operates eight FM radio stations in Puerto Rico. Chancellor
Outdoor Group is the nation's fifth largest outdoor advertising company
operating over 36,000 display faces in 37 states. Chancellor's Katz Media is the
only full-service media representation firm in the United States serving
multiple types of electronic media. Chancellor Marketing Group is a full
service, sales promotion firm developing and integrating marketing programs for
Fortune 1000 companies.
Upon consummation of announced transactions, in addition to radio, outdoor
advertising, media representation and marketing operations, Chancellor will have
significant television operations. Chancellor Television Group, through
ownership and local marketing agreements, will operate 13 network-affiliated
television stations in 8 markets.
This news announcement contains certain forward-looking statements that are
based upon current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Key risks are described in Chancellor's reports filed with the U.S. Securities
and Exchange Commission. Readers should note that these statements may be
impacted by several factors, including economic changes and changes in the
broadcasting industry generally and, accordingly, the Company's actual
performance and results may vary from those stated herein and Chancellor
undertakes no obligation to update the information contained herein.
# # #
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Chancellor Media Corporation Jaffoni & Collins Incorporated
214/922-8700 212/835-8500;[email protected]
