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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): March 10, 1998
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 5. OTHER EVENTS
On March 10, 1998, Chancellor Media Corporation (together with its
subsidiaries, the "Company") executed an Underwriting Agreement (the
"Underwriting Agreement") with BT Alex Brown Incorporated, Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Smith
Barney Inc., Furman Selz Incorporated, NationsBanc Montgomery Securities LLC and
UBS Securities LLC (collectively, the "Underwriters"). Subject to the terms and
conditions contained in the Underwriting Agreement, the Company agreed therein
to sell 19,000,000 shares of its Common Stock, par value $.01 per share (the
"Common Stock"), to the Underwriters, and to grant the Underwriters an
over-allotment option to acquire an additional 2,850,000 shares of Common Stock.
On March 11, 1998, the Underwriters informed the Company that they had exercised
this over-allotment option in full. The price to the public for the shares of
Common Stock offered by the Company is $47.25 per share, with underwriting
discounts and commissions of $1.66 per share, generating expected net proceeds
to the Company of $995.1 million (after deducting estimated expenses of the
offering).The shares of Common Stock offered by the Company pursuant to the
Underwriting Agreement will be sold pursuant to a Registration Statement on Form
S-3 (File No. 333-44401) filed January 16, 1998 and effective as of January 27,
1998 and a Registration Statement on Form S-3 filed on March 10, 1998 pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (File No.
333-47629). A copy of the Underwriting Agreement is attached as an Exhibit to
this Current Report on Form 8-K.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
7(c) Exhibits
* 1.1 Underwriting Agreement, dated March 10, 1998, among
Chancellor Media Corporation, BT Alex Brown Incorporated, Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Smith
Barney Inc., Furman Selz Incorporated, NationsBanc Montgomery Securities LLC and
UBS Securities LLC.
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* Filed herewith.
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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: March 11, 1998
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EXHIBIT INDEX
* 1.1 Underwriting Agreement, dated March 10, 1998, among
Chancellor Media Corporation, BT Alex Brown Incorporated,
Goldman, Sachs & Co., Credit Suisse First Boston Corporation,
Morgan Stanley & Co. Incorporated, Smith Barney Inc., Furman
Selz Incorporated, NationsBanc Montgomery Securities LLC and
UBS Securities LLC.
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* Filed herewith.
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19,000,000 Shares
CHANCELLOR MEDIA CORPORATION
Common Stock
UNDERWRITING AGREEMENT
March 10, 1998
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19,000,000 Shares
CHANCELLOR MEDIA CORPORATION
Common Stock
($0.01 par value per share)
UNDERWRITING AGREEMENT
March 10, 1998
BT ALEX. BROWN INCORPORATED
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
FURMAN SELZ INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
UBS SECURITIES LLC
As Underwriters
c/o BT Alex. Brown Incorporated
1 South Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
Chancellor Media Corporation, a Delaware corporation (the "Company")
proposes to issue and sell to the several underwriters named in Schedule I
hereto (the "Underwriters"), an aggregate of 19,000,000 shares (the "Firm
Shares") of its Common Stock ($0.01 par value per share).
The Company also proposes to issue and sell to the several Underwrites
up to 2,850,000 additional shares of Common Stock, $0.01 par value per share
(the "Additional Shares"), if requested by the Underwriters as provided in
Section 2 hereof. The Firm Shares and the Additional Shares are herein
collectively referred to as the "Shares." The shares of Common Stock, $0.01
par value per share, of the Company to be outstanding
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after giving effect to the sales contemplated hereby are hereinafter referred
to as the "Common Stock".
1. Registration Statement and Prospectus. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the
"Act"), a registration statement on Form S-3, including a prospectus, relating
to, among other things, its common stock, $0.01 par value per share, and has
filed with, or transmitted for filing to, the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to the Shares
pursuant to Rule 424 under the Act. The term "Registration Statement" means
such registration statement, including the exhibits thereto, as amended to the
date of this Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the Prospectus Supplement in the form first used to
confirm sales of the Shares. If the Company has filed or files an abbreviated
registration statement to register additional shares of Common Stock pursuant
to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any
reference herein to the Registration Statement shall be deemed to include such
Rule 462 Registration Statement. The term "preliminary prospectus" means a
preliminary prospectus supplement specifically relating to the Shares together
with the Basic Prospectus. As used herein, the terms "Registration Statement,"
"Basic Prospectus," "Prospectus" and "preliminary prospectus" shall include in
each case the documents incorporated by reference therein. The terms
"supplement" and "amendment" or "amend" as used in this Agreement shall include
all documents subsequently filed by the Company with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
deemed to be incorporated by reference in the Prospectus.
2. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, (i) the Company agrees to issue and sell the Firm Shares
to the several Underwriters and (ii) each Underwriter, agrees, severally and
not jointly, to purchase the number of Firm Shares set forth opposite the name
of such Underwriter in Schedule I hereto.
The purchase price to be paid to the Company for the Firm Shares shall
be $45.59 per share (the "Share Price").
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell to the Underwriters the Additional Shares, if any, and the
Underwriters shall have a one-time right to purchase, severally and not
jointly, up to 2,850,000 Additional Shares from the Company at the Share Price.
Additional Shares may be purchased solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares.
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The Underwriters may exercise their right to purchase Additional Shares in
whole or in part by giving written notice thereof to the Company at any time
within 30 days after the date of the Prospectus. You shall give such notice on
behalf of the Underwriters and the notice shall specify the aggregate number of
Additional Shares to be purchased and the date for payment and delivery
thereof. The date specified in the notice shall be a business day (i) no
earlier than the Closing Date (as hereinafter defined) and (ii) no later than
ten business days after such notice has been given. Each Underwriter,
severally and not jointly, agrees to purchase the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased as the number of Firm Shares set forth opposite the name
of such Underwriter in Schedule I bears to the total number of Firm Shares.
The Company hereby agrees not to offer, sell, contract to sell, grant
any option to purchase, or otherwise dispose of any Common Stock of the Company
or any securities convertible into or exercisable or exchangeable for such
Common Stock, except to the Underwriters pursuant to this Agreement, and not to
file any registration statement with respect to any such securities (other than
on Form S-8), in each case for a period of 90 days after the date of the
Prospectus, without the prior written consent of BT Alex. Brown Incorporated.
Notwithstanding the foregoing, during such period (i) the Company may grant
stock options pursuant to the Company's existing stock option plans, (ii) the
Company may issue shares of its Common Stock upon the exercise of any option or
warrant or the conversion of any security outstanding on the date hereof, (iii)
the Company may issue shares of its Common Stock as consideration for radio
station or radio station group acquisitions and (iv) the Company may honor
registration rights obligations in existence on the date of this Agreement.
3. Terms of Public Offering. The Company is advised by you that
the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the effective date of the Registration
Statement and this Agreement as in your judgment is advisable and (ii)
initially to offer the Shares upon the terms set forth in the Prospectus.
4. Delivery and Payment. Delivery to the Underwriters of the Firm
Shares shall take place at the offices of Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York. Payment for the Firm Shares shall be made by wire
transfer at 10:00 A.M., New York City time, on March 13, 1998 (the "Closing
Date") of same day funds to such bank account as the Company shall designate.
The Closing Date and the location of delivery of and the form of payment for
the Firm Shares may be varied by agreement between you and the Company.
Delivery to the Underwriters of the Additional Shares to be purchased by
the Underwriters shall take place at the offices of Davis Polk & Wardwell, 450
Lexington
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Avenue, New York, New York. Payment for the Additional Shares shall be made by
wire transfer at 10:00 A.M., New York City time, on the date specified in the
exercise notice given by you on behalf of the Underwriters pursuant to Section
2 (the "Option Closing Date") of same day funds to such bank account as the
Company may designate. The Option Closing Date and the location of delivery of
and the form of payment for the Additional Shares may be varied by agreement
between you and the Company.
Certificates representing the Shares shall be registered in such names
and issued in such denominations as you shall request in writing not later than
two full business days prior to the Closing Date or the Option Closing Date, as
the case may be. Such certificates shall be made available to you for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date or the Option Closing Date, as the case may be.
Certificates in definitive form evidencing the Shares shall be delivered to you
on the Closing Date or the Option Closing Date, as the case may be, with any
transfer taxes thereon duly paid by the Company for the respective accounts of
the several Underwriters, against payment of the Share Price.
5. Agreements of the Company. The Company agrees with you:
(a) To advise you promptly and, if requested by you, to
confirm such advice in writing, (i) of any request by the
Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional
information, (ii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement
or of the suspension of qualification of the Shares for offering
or sale in any jurisdiction, or the initiation of any proceeding
for such purposes, and (iii) of the happening of any event during
the period referred to in paragraph (d) below which makes any
statement of a material fact made in the Registration Statement or
the Prospectus untrue or which requires the making of any
additions to or changes in the Registration Statement or the
Prospectus in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall
issue an order suspending the qualification or exemption from
qualification of the Shares under state securities or Blue Sky
laws, the Company will make every reasonable effort to obtain the
withdrawal or lifting of such order at the earliest possible time.
(b) To furnish to you, without charge, seven conformed
copies of the Registration Statement as first filed with the
Commission and of each amendment to it, including in each case all
exhibits thereto and (as requested by you) documents incorporated
by reference therein, and to furnish to you and each Underwriter
designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it,
without exhibits
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thereto and (as requested by you) documents incorporated by
reference therein, as you may reasonably request and to furnish to
you in New York City, without charge, prior to 10:00 A.M. on the
business day next succeeding the date of this Agreement and during
the period mentioned in paragraph (d) below, as many copies of the
Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.
(c) Not to file any amendment or supplement to the
Registration Statement or to make any amendment or supplement to
the Prospectus of which you shall not previously have been advised
or to which you shall reasonably object; and to prepare and file
with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or supplement to the
Prospectus which may be necessary or advisable in connection of
the distribution of the Shares by you, and to use its best efforts
to cause the same to become promptly effective.
(d) For such period as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or a dealer of the Shares,
to furnish to each Underwriter and dealer as many copies of the
Prospectus, any documents incorporated by reference therein, and
any amendment or supplement to the Prospectus, as such Underwriter
or dealer may reasonably request.
(e) If during the period specified in paragraph (d) any
event shall occur as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement
the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary to amend or
supplement the Prospectus to comply with any law, forthwith to
prepare and file with the Commission an appropriate amendment or
supplement to the Prospectus so that the statements in the
Prospectus, as so amended or supplemented, will not in the light
of the circumstances when it is so delivered, be misleading, or so
that the Prospectus will comply with law, and to furnish to each
Underwriter and to such dealers as you shall specify, such number
of copies thereof as such Underwriter or dealers may reasonably
request.
(f) Prior to any public offering of the Shares, to cooperate
with you and counsel for the Underwriters in connection with the
registration or qualification of the Shares for offer and sale by
the several Underwriters and by dealers under the state securities
or Blue Sky laws of such jurisdictions as you may request, to
continue such qualification in effect so long as required for
distribution of the Shares and to file such consents to service of
process or other documents as may be necessary in order to effect
such registration or qualification (provided
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however, that the Company shall not be obligated to register or
qualify as a foreign corporation in any jurisdiction in which it
is not so qualified or to take any action that would subject it to
consent to service of process or to taxation in any jurisdiction
in which it is not now so subject, other than as to matters and
transactions relating to the offer and sale of Shares).
(g) To mail and make generally available to its
securityholders as soon as reasonably practicable an earnings
statement covering a twelve month period beginning on the first
day of the first full fiscal quarter after the date of this
Agreement, which earning statement shall satisfy the provisions of
Section 11(a) of the Act, and to advise you in writing when such
statement has been so made available.
(h) During the period of five years after the date of this
Agreement and for so long as the Company's Common Stock is traded
on a National Securities Exchange or NASDAQ (whether or not
designated a national market system security) or any other
comparable inter-dealer system, to comply with the reporting
requirements of the Exchange Act.
(i) During the period referred to in paragraph (h), to furnish
to you as soon as available a copy of each report or other
publicly available information of the Company mailed to the
holders of Common Stock or filed with the Commission and such
other publicly available information concerning the Company and
its subsidiaries as you may reasonably request.
(j) To pay all costs, expenses, fees and taxes incident to
(i) the preparation, printing, filing and distribution under
the Act of the Registration Statement (including financial
statements and exhibits), each preliminary prospectus and all
amendments and supplements to any of them prior to or during the
period specified in paragraph (d), (ii) the printing and delivery
of the Prospectus and any amendments or supplements thereto during
the period specified in paragraph (d), (iii) the printing and
delivery of the Preliminary and Supplemental Blue Sky Memoranda
(including in each case any disbursements of counsel for the
Underwriters relating to such printing and delivery), (iv) the
registration or qualification of the Shares for offer and sale
under the securities or Blue Sky laws of the several states
(including in each case the reasonable fees and disbursements of
counsel for the Underwriters relating to such registration or
qualification and memoranda relating thereto), (v) filings and
clearance with the National Association of Securities Dealers,
Inc. in connection with the offering, (vi) the listing of the
Shares on the National Association of Securities Dealers Automated
Quotation system ("NASDAQ") National Market System and (vii)
furnishing such copies of the Registration Statement, the
Prospectus and all amendments and supplements thereto as may be
requested for use in connection
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with the offering or sale of the Shares by the Underwriters or by
dealers to whom Shares may be sold. It is understood that nothing
in this paragraph (j) obligates the Company to pay fees and
disbursements of counsel for the Underwriters except as set forth
in subparagraphs (iii) and (iv).
(k) To use its best efforts to do and perform all things
required or necessary to be done and performed under this
Agreement by the Company prior to the Closing Date or the Option
Closing Date, as the case may be, and to satisfy all conditions
precedent to the delivery of the Shares.
6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:
(a) The Registration Statement has become effective under
the Act; no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such
purpose are pending before or threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant
to the Exchange Act, and incorporated by reference in the
Prospectus complied or will comply when so filed in all material
respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder; (ii) each part of the
Registration Statement, when such part became effective, did not
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Registration
Statement complies and, as amended, if applicable, will comply in
all material respects with the provisions of the Act; and (iii)
the Prospectus complies, and, as amended or supplemented, if
applicable, will comply in all material respects with the
provisions of the Act and the Prospectus does not contain, and, as
amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, except that the representations and warranties
contained in this paragraph (b) shall not apply to statements or
omissions in the Registration Statement or the Prospectus (or any
supplement or amendment to them) based upon information relating
to any Underwriter furnished to the Company in writing by or on
behalf of such Underwriter through you expressly for use therein.
(c) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the Act,
complied when so filed in all material respects with the Act.
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(d) Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation and
has the corporate power and authority to carry on its business as
it is currently being conducted and to own, lease and operate its
properties, and is duly qualified and in good standing as a
foreign corporation authorized to do business in each jurisdiction
in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to
be so qualified would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(e) All of the outstanding shares of capital stock of, or
other ownership interests in, each of the Company's subsidiaries
have been duly authorized and validly issued and are fully paid
and non-assessable, and are owned, directly or indirectly, by the
Company, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature, other than the
stock pledge securing certain obligations of the Company,
Chancellor Media Corporation of Los Angeles ("CMCLA") and the
subsidiaries of CMCLA under the Senior Credit Facility (as such
term is defined in the Prospectus).
(f) All the shares of capital stock of the Company outstanding
prior to the issuance of the Shares have been duly authorized and
validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to the Underwriters
against payment therefor as provided by this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of
such Shares will not be subject to any preemptive or similar
rights.
(g) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the
Prospectus.
(h) This Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of
the Company enforceable in accordance with its terms (except as
rights to indemnity and contribution hereunder may be limited by
applicable law).
(i) Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws (or other
organizational documents) or in default in the performance of any
obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any
other agreement or instrument material to the conduct of the
business of the Company and its subsidiaries, taken as a whole, to
which the Company or any of its subsidiaries is a party or by
which it or any of its subsidiaries or their respective property
is bound.
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(j) The execution, delivery and performance of this
Agreement, compliance by the Company with all the provisions
hereof and the consummation of the transactions contemplated
hereby will not (A) require any consent, approval, authorization
or other order of any court, regulatory body, administrative
agency or other governmental body, including the Federal
Communications Commission (the "FCC") (except as such may be
required under the Act or other securities or "blue sky" laws of
the various states); (B) conflict with or constitute a breach of
any of the terms or provisions of, or a default under, the charter
or by-laws (or other organizational documents) of the Company or
any of its subsidiaries; (C) require any consent or approval
(which has not been obtained) of the parties to, or conflict with
or constitute a breach of any of the terms or provisions of, or a
default under, any agreement or other instrument to which it or
any of its subsidiaries is a party or by which it or any of its
subsidiaries or their respective property is bound; (D) violate or
conflict with any laws or administrative regulations, including
without limitation the Communications Act of 1934, as amended, and
the rules and regulations of the FCC thereunder (collectively
called the "Communications Act"), rulings or court decrees
applicable to the Company, any of its subsidiaries or their
respective property; (E) result in termination or revocation of
any of the permits, licenses, approvals, orders, certificates,
franchise or authorization of governmental or regulatory
authorities, including those relating to the Communications Act,
owned or held by the Company or any of its subsidiaries in order
to conduct the broadcast operations of the stations owned or
operated by them ("Licenses") or result in any other material
impairment of the rights of the holder of any such License; or (F)
result in the creation or imposition of any lien on any asset of
the Company or any of its subsidiaries.
(k) Except as otherwise set forth in the Prospectus, there are
no material legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any of
their respective property (including without limitation Licenses)
is the subject, and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated.
(l) No contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be
filed as an exhibit to the Registration Statement is not so
described or filed as required.
(m) Each of the Company and its subsidiaries is operating in
compliance with all (and has not violated any) laws, regulations,
administrative orders or rulings or court decrees applicable to it
or to any of its property(including without limitation those
relating to broadcast operations, environmental, safety or similar
matters, federal or state laws relating to the hiring, promotion
or pay of
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employees, the Employees Retirement Income Security Act or the
rules and regulations promulgated thereunder), except for
violations which will not result in any material adverse change in
the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole.
(n) Each of the Company and its subsidiaries has such Licenses
as are necessary to own, lease and operate its respective
properties and to conduct its business; each of the Company and
its subsidiaries has fulfilled and performed all of its material
obligations with respect to such Licenses and no event has
occurred which allows, or after notice or lapse of time would
allow, revocation or termination thereof or results in any other
material impairment of the rights of the holder of any such
permit.
(o) Except as otherwise set forth in the Prospectus or such as
are not material to the business, prospects, financial condition
or results of operation of the Company and its subsidiaries, taken
as a whole, the Company and each of its subsidiaries has good and
marketable title, free and clear of all liens, claims,
encumbrances and restrictions except liens for taxes not yet due
and payable, to, and enjoys peaceful and undisturbed possession
of, all property and assets described in the Registration
Statement as being owned by it.
(p) KPMG Peat Marwick LLP and Coopers & Lybrand LLP are
independent public accountants with respect to the Company as
required by the Act.
(q) The financial statements, together with related schedules
and notes included or incorporated by reference in the
Registration Statement and the Prospectus (and any amendment or
supplement thereto) (other than the Viacom Financials, the WDRQ
Financials, the Riverside Financials, the WLIT Financials, the
KYSR/KIBB Financials, the WDAS Financials, the KKSF/KDFC
Financials, the Chancellor Broadcasting Financials, the Century
Financials, the WJLB/WMXD Financials, the Trefoil Financials and
the Colfax Financials, each as defined below), present fairly the
consolidated financial position, results of operations and changes
in cash flows of the Company and/or its subsidiaries on the basis
stated in the Registration Statement at the respective dates or
for the respective periods to which they apply; such statements
and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; the
pro forma financial information included or incorporated by
reference in the Registration Statement and the Prospectus (and
any amendment or supplement thereto) has been prepared in
accordance with the Commission's rules and guidelines with respect
to pro forma financial statements and the assumptions used in the
preparation thereof are, in the Company's opinion, reasonable; and
the
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other financial and statistical information and data included or
incorporated by reference in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) is, in all
material respects, accurately presented and prepared on a basis
consistent with such financial statements and the books and
records of the Company.
(r) After due inquiry, the Company has no reason to believe
that (A) the combined financial statements and related schedules
and notes of WMZQ Inc. and Viacom Broadcasting East Inc. (the
"Viacom Financials") included in the Company's Current Report on
Form 8-K, dated May 30, 1997 and filed June 4, 1997 and
incorporated by reference in the Registration Statement and the
Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash
flows of WMZQ Inc. ("WMZQ") and Viacom Broadcasting East Inc.
("Viacom") on the basis stated in the Registration Statement at
the respective dates or for the respective periods to which they
apply or (B) the Viacom Financials have not been prepared in
accordance with generally accepted accounting principles
consistently applied, except as disclosed therein.
(s) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of WDRQ Inc. (the "WDRQ Financials") included in Chancellor
Broadcasting's (as hereinafter defined) Current Report on Form
8-K, dated June 3, 1997 and filed June 4, 1997 and incorporated by
reference in the Registration Statement and the Prospectus do not
fairly present, as applicable, the consolidated financial
position, results of operations and changes in cash flows of WDRQ
Inc. ("WDRQ") on the basis stated in the Registration Statement at
the respective dates or for the respective periods to which they
apply or (B) the WDRQ Financials have not been prepared in
accordance with generally accepted accounting principles
consistently applied, except as disclosed therein.
(t) After due inquiry, the Company has no reason to believe
that (A) the combined financial statements and related schedules
and notes of Riverside Broadcasting Co., Inc. and WAXQ Inc. (the
"Riverside Financials") included in the Company's Current Report
on Form 8-K, dated May 30, 1997 and filed June 4, 1997 and
incorporated by reference in the Registration Statement and the
Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash
flows of Riverside Broadcasting Co., Inc. (the "Riverside") and
WAXQ Inc. ("WAXQ") on the basis stated in the Registration
Statement at the respective dates or for the respective periods to
which they apply or (B) the Riverside Financials have not been
prepared in accordance with generally accepted accounting
principles consistently applied, except as disclosed therein.
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<PAGE> 13
(u) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of WLIT Inc. (the "WLIT Financials") included in Chancellor
Broadcasting's Current Report on Form 8-K, dated June 3, 1997 and
filed June 4, 1997 and incorporated by reference in the
Registration Statement and the Prospectus do not fairly present,
as applicable, the consolidated financial position, results of
operations and changes in cash flows of WLIT Inc. ("WLIT") on the
basis stated in the Registration Statement at the respective dates
or for the respective periods to which they apply or (B) the WLIT
Financials have not been prepared in accordance with generally
accepted accounting principles consistently applied, except as
disclosed therein.
(v) After due inquiry, the Company has no reason to believe
that (A) the combined financial statements and related schedules
and notes of KYSR Inc. and KIBB Inc. (the "KYSR/KIBB Financials")
included in Chancellor Broadcasting's Current Report on Form 8-K
dated June 3, 1997 and filed June 4, 1997 and incorporated by
reference in the Registration Statement and the Prospectus do not
fairly present, as applicable, the consolidated financial
position, results of operations and changes in cash flows of KYSR
Inc., and KIBB Inc. (collectively, "KYSR/KIBB") on the basis
stated in the Registration Statement at the respective dates or
for the respective periods to which they apply or (B) the
KYSR/KIBB Financials have not been prepared in accordance with
generally accepted accounting principles consistently applied,
except as disclosed therein.
(w) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of WDAS AM/FM (station owned and operated by Beasley FM
Acquisition Corp.) (the "WDAS Financials") included in the
Company's Current Report on Form 8-K dated May 30, 1997 and filed
June 4, 1997 and incorporated by reference in the Registration
Statement and the Prospectus do not fairly present, as applicable,
the consolidated financial position, results of operations and
changes in cash flows of WDAS AM/FM (station owned and operated by
Beasley FM Acquisition Corp.) ("WDAS") on the basis stated in the
Registration Statement at the respective dates or for the
respective periods to which they apply or (B) the WDAS Financials
have not been prepared in accordance with generally accepted
accounting principles consistently applied, except as disclosed
therein.
(x) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of KKSF-FM and KDFC-AM/FM (A Division of the Brown Organization)
(the "KKSF/KDFC Financials") included in the Company's Current
Report on Form 8-K dated May 30, 1997 and filed June 4, 1997 and
incorporated by reference in the Registration Statement and the
Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash flow
of KKSF-FM and KDFC-
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<PAGE> 14
AM/FM (A Division of the Brown Organization) (collectively,
"KKSF/KDFC") on the basis stated in the Registration Statement at
the respective dates or the respective periods to which they apply
or (B) that the KKSF/KDFC Financials have not been prepared in
accordance with generally accepted accounting principles
consistently applied, except as disclosed herein.
(y) The financial statements and related schedules and notes
of Chancellor Broadcasting Company (the "Chancellor Broadcasting
Financials") incorporated by reference in the Company's Current
Report on Form 8-K dated September 5, 1997 and filed September 17,
1997, as amended on Form 8-K/A filed on September 24, 1997 and
incorporated by reference in the Registration Statement and the
Prospectus fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash flow
of Chancellor Broadcasting Company ("Chancellor Broadcasting")
and/or its subsidiaries on the basis stated in the Registration
Statement at the respective dates or for the respective periods to
which they apply and the Chancellor Broadcasting Financials have
been prepared in accordance with generally accepted accounting
principles consistently applied, except as disclosed therein.
(z) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of Century Chicago Broadcasting, L.P. (the "Century Financials")
included in the Company's Current Reports on Form 8-K dated May
30, 1997 and filed June 4, 1997 and incorporated by reference in
the Registration Statement and the Prospectus do not fairly
present, as applicable, the consolidated financial position,
results of operations and changes in cash flow of Century Chicago
Broadcasting, L.P. ("Century") on the basis stated in the
Registration Statement at the respective dates or for the
respective periods to which they apply or (B) that the Century
Financials have not been prepared in accordance with generally
accepted accounting principles consistently applied, except as
disclosed therein.
(aa) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of WJLB/WMXD Detroit (the "WJLB/WMXD Financials") included in the
Company's Current Report on Form 8-K dated May 30, 1997 and filed
June 4, 1997 and incorporated by reference in the Registration
Statement and the Prospectus do not fairly present, as applicable,
the consolidated financial position, results of operations and
changes in cash flow of WLJB/WMXD, Detroit ("WJLB/WMXD") on the
basis stated in the Registration Statement at the respective dates
or for the respective periods to which they apply or (B) that the
WJLB/WMXD Financials have not been prepared in accordance with
generally accepted accounting principles consistently applied,
except as disclosed therein.
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<PAGE> 15
(bb) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of Trefoil Communications, Inc. and subsidiaries for the period
January 1, 1996 through February 13, 1996 (the "1996 Trefoil
Financials") and the financial statements and related schedules
and notes of Trefoil Communications Inc. as of and for the years
ended December 31, 1995 and 1994 (the "1995/4 Trefoil Financials"
and, together with the 1996 Trefoil Financials, the "Trefoil
Financials") included in Chancellor Broadcasting's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, as
amended on Form 10K-A and incorporated by reference in the
Registration Statement and the Prospectus do not fairly present,
as applicable, the consolidated financial position, results of
operations and changes in cash flow of Trefoil Communications,
Inc. ("Trefoil") and/or its subsidiaries on the basis stated in
the Registration Statement at the respective dates or for the
respective periods to which they apply or (B) that the Trefoil
Financials have not been prepared in accordance with generally
accepted accounting principles consistently applied, except as
disclosed therein.
(cc) After due inquiry, the Company has no reason to believe
that (A) the financial statements and related schedules and notes
of Colfax Communications, Inc. Radio Group and subsidiaries (the
"Colfax Financials") included in Chancellor Broadcasting's Current
Report on Form 8-K dated June 3, 1997 and filed June 4, 1997 and
incorporated by reference in the Registration Statement and the
Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash flow
of Colfax Communications, Inc. Radio Group ("Colfax") and/or its
subsidiaries on the basis stated in the Registration Statement at
the respective dates or for the respective periods to which they
apply or (B) that the Colfax Financials have not been prepared in
accordance with generally accepted accounting principles
consistently applied, except as disclosed therein.
(dd) The agreements relating to each of the pending
transactions described in the Prospectus under the caption
"Prospectus Supplement Summary - Recent Development - Pending
Transactions" and "Prospectus Summary Supplement - Recent
Developments - Potential Capstar Transaction" (collectively, the
"Pending Transaction Agreements") have been duly authorized,
executed and delivered by one or more of the Company's
subsidiaries and, except as described in the Prospectus,
constitute the valid and binding agreements of such subsidiaries
(except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws relating
to or affecting creditors' rights generally or by general equity
principles) and, except as described in the Registration Statement
and the Prospectus, the Company has no reason to believe based on
information known to it as of the date of this Agreement that the
15
<PAGE> 16
transactions contemplated by the Pending Transactions Agreements
will not be consummated on the basis described therein.
(ee) The Company is not and, after giving effect to the
offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended.
(ff) No holder of any security of the Company or any of its
subsidiaries has any right, not effectively satisfied or waived,
(i) to require inclusion of shares of Common Stock or any other
security of the Company or any of its subsidiaries in the
Registration Statement, or (ii) in connection with the execution
of this Agreement and the consummation of the transactions
contemplated herein, to request or demand that the Company
register under the Act any Common Stock or other securities of the
Company or any of its subsidiaries held by them.
(gg) The Company has complied with all provisions of Section
517.075, Florida Statues (Chapter 92- 198, Laws of Florida)
relating to the disclosure of business with Cuba.
7. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or judgments are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Underwriters furnished in writing to the
Company by or on behalf of any Underwriter through you expressly for use
therein; provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any Underwriter
from whom the person asserting any such losses, claims, damages or liabilities
purchased Shares, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter if required by law to have been so sent or given to such
person at or prior to the written confirmation of the sale of the Shares to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.
16
<PAGE> 17
(b) In case any action shall be instituted involving any
person in respect of which indemnity may be sought pursuant to
Section 7(a), based upon any preliminary prospectus, the
Registration Statement or the Prospectus or any amendment or
supplement thereto such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying
party shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses. Any indemnified party shall
have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such indemnified party
unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii)
the indemnifying party shall have failed to assume the defense and
employ counsel or (iii) the named parties to any such action
(including any impleaded parties) include both the indemnifying
party and the indemnified party and such indemnified party shall
have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or
additional to those available to the indemnifying party (in which
case the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall not,
in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be
liable for (a) the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all such
Underwriters and all persons, if any, who control any Underwriters
within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, which firm shall be designated in writing by BT
Alex. Brown Incorporated and (b) the fees and expenses of more
than one separate firm of attorneys (in addition to any local
counsel) for the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section, which firm
shall be designated in writing by the Company, and that all such
fees and expenses shall be reimbursed as they are incurred). The
indemnifying party shall not be liable for any settlement of any
such action effected without its written consent but if settled
with the written consent of such indemnifying party, such
indemnifying party agrees to indemnify and hold harmless the
indemnified party from and against any loss or liability by reason
of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the
subject matter of such proceeding.
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<PAGE> 18
(c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and any person
controlling the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter but only
with reference to information relating to such Underwriter
furnished in writing by or on behalf of such Underwriter through
you expressly for use in the Registration Statement, the
Prospectus or any preliminary prospectus and any amendment or
supplement thereto. In case any action shall be brought against
the Company, any of its directors, any such officer or any person
controlling the Company based on any preliminary prospectus, the
Registration Statement or the Prospectus or any amendment or
supplement thereto and in respect of which indemnity may be sought
against any Underwriter, the Underwriter shall have the rights and
duties given to the Company (except that if the Company shall have
assumed the defense thereof, such Underwriter shall not be
required to do so, but may employ separate counsel therein and
participate in the defense thereof but the fees and expenses of
such counsel shall be at the expense of such Underwriter), and the
Company, its directors, any such officers and any controlling
person of the Company shall have the rights and duties given to
the Underwriters by Section 7(b) hereof.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein,
then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on
the other in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Underwriters
shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by
the Company and the total underwriting discounts and commissions
received by the Underwriters, bear to the total price to the
public of the Shares, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault of the
Company and the Underwriters shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or the
18
<PAGE> 19
omission to state a material fact relates to information supplied
by the Company or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7(d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 7(d) are several in proportion to the
respective number of Shares purchased by each of the Underwriters hereunder and
not joint.
8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the
Closing Date with the same force and effect as if made on and as
of the Closing Date.
(b) The Registration Statement shall be effective under the
Act; the Prospectus shall have been filed with the Commission
within the applicable time period prescribed for such filing by
the rules and regulations under the Act; and at the Closing Date
no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or
contemplated by the Commission.
(c) (i) Since the date of the latest balance sheet included
or incorporated by reference in the Registration Statement and the
Prospectus, there shall not have been any material adverse change,
or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the
19
<PAGE> 20
earnings, affairs or business prospects, whether or not arising in
the ordinary course of business, of the Company, (ii) since the
date of the latest balance sheet included or incorporated by
reference in the Registration Statement and the Prospectus there
shall not have been any change, or any development involving a
prospective material adverse change, in the capital stock or in
the long-term debt of the Company from that set forth in the
Registration Statement and Prospectus, (iii) the Company and its
subsidiaries shall have no liability or obligation, direct or
contingent, which is material to the Company and its subsidiaries,
taken as a whole, other than those reflected in the Registration
Statement and the Prospectus and (iv) on the Closing Date you
shall have received a certificate dated the Closing Date, signed
by Scott K. Ginsburg and Matthew E. Devine, in their capacities as
the Chief Executive Officer and Chief Financial Officer of the
Company, confirming the matters set forth in paragraphs (a), (b)
and (c) of this Section 8.
(d) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of Latham & Watkins, counsel for the Company, to the
effect that:
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate
power and authority required to carry on its business and to
own, lease and operate its properties as described in the
Prospectus;
(ii) based solely on certificates of public
officials, such counsel will confirm that the Company is
qualified to do business in each jurisdiction listed in such
opinion;
(iii) all the shares of capital stock of the
Company outstanding prior to the issuance of the Shares have
been duly authorized and validly issued and are fully paid,
non-assessable and not subject to any preemptive or, to the best
knowledge of such counsel, similar rights that entitle or will
entitle any person to acquire shares of capital stock from the
Company upon the issuance of the Shares by the Company;
(iv) the Shares have been duly authorized, and
when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will have been validly
issued and will be fully paid and non-assessable, and the
issuance of such Shares is not subject to any preemptive or, to
the best knowledge of such counsel, similar rights that entitle
or will entitle any person to acquire shares of capital stock
from the Company upon the issuance thereof by the Company;
20
<PAGE> 21
(v) this Agreement has been duly authorized,
executed and delivered by the Company;
(vi) the Registration Statement has become
effective under the Act and, to the best knowledge of such
counsel, no stop order suspending its effectiveness has been
issued and no proceedings for that purpose are pending before or
have been threatened by the Commission;
(vii) the statements (A) in the Prospectus under
the captions "Risk Factors - Antitrust Matters," "Risk Factors -
Radio Broadcasting Industry Subject to Federal Regulation,"
"Description of Common Stock" and "ERISA Matters," (B) in the
Company's Annual Report on Form 10-K for the year ended December
31, 1996 under the captions "Part I. Item 1. Business -
Regulation of Radio Broadcasting Industry" and "Part I. Item 3.
Legal Proceedings," (C) in the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997 under the caption "Part II. Item 1.
Legal Proceedings," and (D) in Item 15 of Part II of the
Registration Statement, insofar as such statements constitute a
summary of legal matters, documents or proceedings referred to
therein, are accurate in all material respects;
(viii) the execution, delivery and performance of
this Agreement by the Company will not (A) require any consent,
approval, authorization or other order of any Federal or New
York State court, regulatory body, administrative agency or
other governmental body, including the FCC (except as such may
be required under the Act or other securities or "blue sky" laws
of the various states); (B) result in a violation of the
Certificate of Incorporation or bylaws of the Company; (C)
require any consent or approval (which has not been obtained) of
the parties to, or result in a breach of or a default under, any
agreement or other instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective properties are bound that is
identified to such counsel in a certificate of an officer of the
Company as being material to the business of the Company and its
subsidiaries and listed on an attachment to such opinion; or (D)
violate or conflict with any Federal or New York State laws or
administrative regulations (except that for purposes of the
opinion set forth in this clause (viii) such counsel need
express no opinion with respect to federal or New York State
securities laws) including without limitation the Communications
Act, court decrees or rulings known to such counsel and
applicable to the Company or any of its subsidiaries or their
respective properties; or (E) result in termination or
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<PAGE> 22
revocation of any of the main station or material auxiliary
licenses issued by the FCC for the operation of the radio
stations (the "Stations") owned and operated by the Company on
the date of this Agreement (the "FCC Licenses") or result in any
other material impairment of the rights of the holder of any
such FCC License; except with respect to clauses (A), (C) and
(D), where the failure to obtain such consent or approval or
such breach, default, violation or conflict would not reasonably
be expected to have a material adverse effect on the Company and
its subsidiaries, taken as a whole, or impair the ability of the
Company and its subsidiaries to consummate the transactions
contemplated hereby;
(ix) to the best knowledge of such counsel, (i)
there is no legal or governmental proceeding pending or
threatened to which the Company or any of its subsidiaries is a
party or to which any of their respective property (including
without limitation any of the FCC Licenses) is subject which is
required to be described in the Registration Statement or the
Prospectus and is not so described, and (ii) there is no
contract or other document which is required to be described in
the Registration Statement or the Prospectus or is required to
be filed as an exhibit to the Registration Statement which is
not described or filed as required;
(x) The Company's subsidiaries validly hold the
FCC Licenses, each of which is in full force and effect on the
date hereof, and, to such counsel's knowledge, based on inquiry
of the Company and review of the FCC's public files, the FCC
Licenses constitute the only material licenses or other
authorizations of the FCC as are required by the Communications
Act of 1934, as amended, and the rules, regulations and orders
of the FCC in order to operate the Stations on the frequencies
and in the communities of license specified in such FCC
Licenses;
(xi) To such counsel's knowledge, based solely on
inquiry of officers of the Company and review of the FCC's
public files, except as set forth in the Registration Statement
and the Prospectus or on an attachment to such opinion, none of
the FCC Licenses is the subject of any proceedings with respect
to the possible revocation thereof;
(xii) to the best of such counsel's knowledge, no
holder of any security of the Company or any of its subsidiaries
has any right, not effectively satisfied or waived, (A) to
require inclusion of shares of Common Stock or any other
security of the Company or any of its subsidiaries in the
Registration Statement or (B) in connection with the execution
of this Agreement and the consummation of the transactions
contemplated herein, to request or demand that the Company
register
22
<PAGE> 23
under the Act any Common Stock or other securities of the
Company or any of its subsidiaries held by them, except as set
forth in such opinion;
(xiii) each subsidiary listed in such opinion (a
"Significant Subsidiary") has been duly incorporated, is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and
authority required to carry on its business and to own, lease
and operate its properties as described in the Prospectus;
(xiv) all of the outstanding shares of capital
stock of such Significant Subsidiary have been duly authorized
and validly issued and are fully paid and non-assessable, and to
the best knowledge of such counsel, based solely on a review of
each such subsidiary's stock records and inquiries of officers
of the Company, are owned, directly or indirectly, by the
Company, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature other than the
stock pledge securing certain obligations of the Company and
CMCLA under the Senior Credit Facility;
(xv) the Company is not and, after giving effect
to the offering and sale of the Shares and the application of
the proceeds thereof as described in the Prospectus, will not be
an "investment company" as such term is defined in the meaning
of the Investment Company Act of 1940, as amended;
(xvi) each document filed by the Company pursuant
to the Exchange Act and incorporated by reference in the
Registration Statement and the Prospectus (except for financial
statements and schedules, pro forma financial statements and
other financial and statistical data included or incorporated by
reference therein, as to which no opinion need be expressed)
complied when so filed as to form in all material respects with
the Exchange Act and the applicable rules and regulations of the
Commission thereunder;
(xvii) the Registration Statement and the Prospectus
and any supplements or amendments thereto (except for financial
statements and schedules, pro forma financial statements and
other financial and statistical data included or incorporated by
reference therein, as to which no opinion need be expressed)
comply as to form in all material respects with the requirements
for registration statements on Form S-3 under the Act; and
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<PAGE> 24
(xviii) each of the Pending Transactions
Agreements has been duly authorized, executed and delivered by
one or more subsidiaries of the Company (except that no opinion
need be expressed with respect to the SFX Exchange (as defined
in the Prospectus)).
Such counsel shall also state that they have participated in conferences
with officers and other representatives of the Company, representatives of the
independent public accountants for the Company, and representatives of the
Underwriters, at which the contents of the Registration Statement and the
Prospectus and related matters were discussed and, although they are not
passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus and have not made any independent check or
verification thereof (other than as expressly described in clause (vii) above),
during the course of such participation no facts came to their attention that
caused them to believe that (A) the Registration Statement, at the time it
became effective, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (B) the Prospectus, as of the date of the
Prospectus Supplement or as of the Closing Date, as amended or supplemented if
applicable, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; it being understood that such counsel shall express no
belief with respect to the financial statements and schedules, pro forma
financial statements and other financial data included or incorporated by
reference in the Registration Statement or the Prospectus.
In rendering its opinion, such counsel may state that any statement
therein that is qualified by "to the best of our knowledge" or a similar
phrase, is intended to indicate that those attorneys in the firm who have
rendered legal services to the Company in connection with the offering of the
Shares, the Completed Transactions (as defined in the Prospectus), the Pending
Transactions (as defined in the Prospectus), the potential Capstar Transaction
(as defined in the Prospectus), and the Senior Credit Facility and in
connection with matters relating to the FCC do not have current actual
knowledge of the inaccuracy of such statement and that, except as otherwise
expressly indicated, such counsel has not undertaken any independent
investigation to determine the accuracy of such statement.
The opinion of Latham & Watkins described in this paragraph (e) shall be
rendered to you at the request of the Company and shall so state therein.
(e) You shall have received on the Closing Date an opinion,
dated the Closing Date, of Davis Polk & Wardwell, counsel for the
Underwriters, as to the matters referred to in clauses (iv), (v),
(vi) and (xvii) of, and the disclosure opinion referred to in, the
foregoing paragraph (d), and to the further effect that
24
<PAGE> 25
the statements in the Prospectus under the caption "Underwriting,"
insofar as such statements constitute a summary of the documents
referred to therein, fairly present the information called for
with respect to such documents and fairly summarize the matters
referred to therein. In giving such disclosure opinion such
counsel may state that their opinion and belief are based upon
their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto
(other than the documents incorporated by reference therein) and
review and discussion of the contents thereof (including documents
incorporated by reference therein), but are without independent
check or verification except as specified.
(f) You shall have received a letter on and as of the Closing
Date, in form and substance satisfactory to you, from KPMG Peat
Marwick LLP, independent public accountants, with respect to the
financial statements of the Company and certain financial
information relating to the Company included or incorporated by
reference in the Registration Statement and the Prospectus and
substantially in the form and substance of the letter delivered to
you by KPMG Peat Marwick LLP on the date of this Agreement,
provided that the letter delivered on the Closing Date shall use a
"cut-off date" not earlier than the date of this Agreement.
(g) You shall have received letters on and as of the Closing
Date, in form and substance satisfactory to you, from KPMG Peat
Marwick LLP, independent public accountants, with respect to the
Viacom Financials, the WDRQ Financials, the Riverside Financials,
the WLIT Financials, the KYSR/KIBB Financials, the WDAS Financials
and the KKSF/KDFC Financials and certain financial information
relating to WMZQ and Viacom, WDRQ, Riverside and WAXQ, WLIT,
KYSR/KIBB, WDAS and KKSF/KDFC, respectively, incorporated by
reference in the Registration Statement and the Prospectus and
substantially in the form and substance of the letters delivered
to you by KPMG Peat Marwick LLP on the date of this Agreement,
provided that the letters delivered on the Closing Date shall use
a "cut-off date" not earlier than the date of this Agreement.
(h) You shall have received letters on and as of the Closing
Date, in form and substance satisfactory to you, from Coopers &
Lybrand LLP, independent public accountants, with respect to the
financial statements of the Company for the three and nine months
ended September 30, 1997, the Chancellor Broadcasting Financials
and the 1996 Trefoil Financials and certain financial information
relating to the Company, Chancellor Broadcasting and Trefoil,
respectively, included or incorporated by reference in the
Registration Statement and the Prospectus and substantially in the
form and substance of the letters delivered to you by Coopers &
Lybrand LLP on the date of this Agreement,
25
<PAGE> 26
provided that the letters delivered on the Closing Date shall use
a "cut-off date" not earlier than the date of this Agreement.
(i) You shall have received letters on and as of the Closing
Date, in form and substance satisfactory to you, from Price
Waterhouse L.L.P., independent public accountants, with respect to
the Century Financials and the 1995/4 Trefoil Financials and
certain financial information relating to Century and Trefoil,
respectively, incorporated by reference in the Registration
Statement and the Prospectus and substantially in the form and
substance of the letters delivered to you by Price Waterhouse
L.L.P. on the date of this Agreement, provided that the letters
delivered on the Closing Date shall use a "cut-off date" not
earlier than the date of this Agreement.
(j) You shall have received a letter on and as of the Closing
Date, in form and substance satisfactory to you, from Arthur
Andersen L.L.P., independent public accountants, with respect to
the WJLB/WMXD Financials and certain financial information
relating to WJLB/WMXD incorporated by reference in the
Registration Statement and the Prospectus and substantially in the
form and substance of the letter delivered to you by Arthur
Andersen L.L.P. on the date of this Agreement, provided that the
letter delivered on the Closing Date shall use a "cut-off date"
not earlier than the date of this Agreement.
(k) You shall have received a letter on and as of the
Closing Date, in form and substance satisfactory to you, from
Arthur Andersen L.L.P., independent public accountants, with
respect to the Colfax Financials and certain financial information
relating to Colfax incorporated by reference in the Registration
Statement and the Prospectus and substantially in the form and
substance of the letter deliver to you by Arthur Andersen L.L.P.
on the date of this Agreement, provided that the letter delivered
on the Closing Date shall use a "cut-off date" not earlier than
the date of this Agreement.
(l) The Company shall not have failed at or prior to the
Closing Date to perform or comply in any material respect with any
of the agreements herein contained and required to be performed or
complied with by the Company at or prior to the Closing Date.
(m) The Company shall have complied with the provisions with
respect to printing and furnishing of Prospectuses set forth in
Section 5(b) hereof by the business day next succeeding the date
of this Agreement.
The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to you on the Option Closing Date
of such documents as you may reasonably request with respect to the good
standing of the
26
<PAGE> 27
Company, the due authorization and issuance of the Additional Shares and other
matters related to the issuance of such Shares.
9. Effective Date of Agreement and Termination. This Agreement
shall become effective upon execution of this Agreement.
This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or
development involving a prospective material adverse change in the condition,
financial or otherwise, of the Company or any of its subsidiaries or the
earnings, affairs, or business prospects of the Company or any of its
subsidiaries, whether or not arising in the ordinary course of business, which
would, in your judgment, make it impracticable to market or consummate the sale
of the Shares on the terms and in the manner contemplated in the Prospectus,
(ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and would, in your judgment, make it impracticable to
market the Shares on the terms and in the manner contemplated in the
Prospectus, (iii) trading of the Shares shall have been suspended on the Nasdaq
National Market System, (iv) the suspension or material limitation of trading
in securities on the New York Stock Exchange, the American Stock Exchange or
the Nasdaq National Market System or limitation on prices for securities on any
such exchange or National Market System, (v) the enactment, publication, decree
or other promulgation of any federal or state statute, regulation, rule or
order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the
business or operations of the Company or any Subsidiary, (vi) the declaration
of a banking moratorium by either federal or New York State authorities or
(vii) the taking of any action by any federal, state or local government or
agency in respect of its monetary or fiscal affairs which in your opinion has a
material adverse effect on the financial markets in the United States.
If on the Closing Date or on the Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Shares which it or they have agreed to purchase hereunder on such date and the
aggregate number of Shares which such defaulting Underwriter or Underwriters,
as the case may be, agreed but failed or refused to purchase is not more than
one-tenth of the total number of Shares to be purchased on such date by all
Underwriters, each non-defaulting Underwriter shall be obligated severally, in
the proportion which the number of Firm Shares set forth opposite its name in
Schedule I bears to the total number of Firm Shares which all the
non-defaulting Underwriters, as the case may be, have agreed to purchase, or in
such other proportion as you may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed
or refused to purchase
27
<PAGE> 28
on such date; provided that in no event shall the number of Shares which any
Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number
of Shares without the written consent of such Underwriter. If on the Closing
Date or on the Option Closing Date, as the case may be, any Underwriter or
Underwriters shall fail or refuse to purchase Shares and the aggregate number
of Shares with respect to which such default occurs is more than one-tenth of
the aggregate number of Shares to be purchased on such date by all Underwriters
and arrangements satisfactory to you and the Company for purchase of such
Shares are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter and
the Company. In any such case which does not result in termination of this
Agreement, either you or the Company shall have the right to postpone the
Closing Date or the Option Closing Date, as the case may be, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
any such Underwriter under this Agreement.
10. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to Chancellor
Media Corporation, 433 East Las Colinas Boulevard, Suite 1130, Irving, Texas
75039 (Attention: Scott K. Ginsburg) and (b) if to any Underwriter or to you,
to you c/o BT Alex. Brown Incorporated, 1 South Street, Baltimore, Maryland
21202, Attention: Syndicate Department or in either case to such other address
as the person to be notified may have requested in writing.
The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery
of and payment for the Shares, regardless of (i) any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter or
any controlling person of any Underwriter or by or on behalf of the Company,
the officers or directors of the Company or any controlling person of the
Company, (ii) acceptance of the Shares, and payment for them hereunder and
(iii) termination of this Agreement.
If this Agreement shall be terminated by the Underwriters because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to
reimburse the several Underwriters for all out-of-pocket expenses (including
the reasonable fees and disbursements of counsel) reasonably incurred by them.
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<PAGE> 29
Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Underwriters, any
controlling persons referred to herein and their respective successors and
assigns, all as and to the extent provided in this Agreement, and no other
person shall acquire or have any right under or by virtue of this Agreement.
The term "successors and assigns" shall not include a purchaser of any of the
Shares from any of the several Underwriters merely because of such purchase.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.
29
<PAGE> 30
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.
Very truly yours,
CHANCELLOR MEDIA CORPORATION
By /s/ MATTHEW E. DEVINE
----------------------------------------
Name: Matthew E. Devine
Title: Senior Vice President and
Chief Financial Officer
Accepted and Agreed
March 10, 1998
BT ALEX. BROWN INCORPORATED
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
FURMAN SELZ INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
UBS SECURITIES LLC
Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto
By: BT ALEX. BROWN INCORPORATED
By /s/ ALEXANDER T. DAIGNAULT
----------------------------------------
Name:
Title:
30
<PAGE> 31
SCHEDULE I
<TABLE>
<CAPTION>
Number of
Firm Shares to
Underwriters be Purchased
------------ ------------
<S> <C>
BT ALEX. BROWN INCORPORATED 2,375,000
GOLDMAN SACHS & CO. 2,375,000
CREDIT SUISSE FIRST BOSTON CORPORATION 2,375,000
MORGAN STANLEY & CO. INCORPORATED 2,375,000
SMITH BARNEY INC. 2,375,000
FURMAN SELZ INCORPORATED 2,375,000
NATIONSBANC MONTGOMERY SECURITIES LLC 2,375,000
UBS SECURITIES LLC 2,375,000
Total 19,000,000
==========
</TABLE>
