<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 18, 1997
CHANCELLOR BROADCASTING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-27726 75-2538487
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
CHANCELLOR RADIO BROADCASTING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 333-80534 75-2544623
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
12655 NORTH CENTRAL EXPRESSWAY
SUITE 405
DALLAS, TEXAS 75243
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number,
including area code: (972) 239-6220
<PAGE> 2
ITEM 5. OTHER EVENTS
In connection with the offering by Chancellor Radio Broadcasting
Company (the "Company") of $200,000,000 aggregate principal amount of its 8-3/4%
Senior Subordinated Notes due 2007 referred to in the press release dated June
18, 1997 filed herewith as Exhibit 99.1 and incorporated herein by reference,
the Company prepared a final offering memorandum that contained certain pro
forma condensed statements of operations for the year ended December 31, 1996
and for the three months ended March 31, 1997, and a pro forma condensed balance
sheet as of March 31, 1997. These pro forma condensed financial statements,
which were prepared by the Company and therefore do not reflect the convertible
preferred stock dividend requirements or other financial information relating to
Chancellor Broadcasting Company ("Chancellor"), are set forth below.
<PAGE> 3
The following unaudited pro forma condensed financial statements (the "Pro
Forma Financial Statements") give effect to the Company's completed and pending
acquisitions, dispositions, exchanges and financing transactions not previously
reflected in the Company's historical financial statements. The Pro Forma
Financial Statements and accompanying notes should be read in conjunction with
the Company's historical financial statements. The Pro Forma Financial
Statements are not necessarily indicative of either future results of
operations or the results that might have occurred if the foregoing
transactions had been consummated on the indicated dates.
As used herein: (A) "Completed Chancellor Transactions" means (i) the
acquisition by the Company on February 14, 1996 of Trefoil Communications, Inc.
and its wholly-owned subsidiary, Shamrock Broadcasting, Inc., for approximately
$408.0 million, (the "Shamrock Acquisition"), (ii) the sale by the Company on
January 31, 1997 of WWWW-FM and WDFN-AM in Detroit to Evergreen Media
Corporation ("Evergreen") for $30.0 million in cash (the "WWWW/WDFN
Disposition"), (iii) the acquisition of KIMN-FM and KALC-FM in Denver, Colorado
(acquired in exchange for KTBZ-FM in Houston, Texas and cash from Secret
Communications, L.P.) (the "Houston/Denver Exchange"), (iv) the disposition of
KTBZ-FM in Houston, Texas in connection with the Houston/Denver Exchange, (v)
the acquisition by the Company on January 23, 1997 of Colfax Communications for
approximately $383.7 million (the "Colfax Acquisition"), (vi) Colfax's prior
acquisitions of KOOL-FM and the stations owned by Sundance Broadcasting, Inc.,
(vii) the sale of WMIL-FM and WOKY-AM in Milwaukee (which were acquired as part
of the Colfax Acquisition) for $41.3 million in cash (the "Milwaukee
Disposition"), (viii) the acquisition by the Company on February 13, 1997 of
three FM stations in Orlando, two FM stations and one AM station in West Palm
Beach and two FM stations in Jacksonville from OmniAmerica Group for $166.0
million in cash and common stock of Chancellor valued at $15.0 million (the
"Omni Acquisition"), (ix) the exchange by the Company on March 28, 1997 of
WEAT-FM/AM and WOLL-FM in West Palm Beach for KSTE-FM in Sacramento and $33.0
million in cash (the "West Palm Beach Exchange"), (x) the Company's offer for
all outstanding 12 1/2% Notes, which was consummated on June 6, 1997 (the "Debt
Tender Offer"), and (xi) the financing of each of the foregoing; (B) "Pending
Chancellor Transactions" means (i) the pending exchange by the Company of
WAPE-FM and WFYV-FM in Jacksonville and $11.0 million for WBAB-FM, WBLI-FM,
WHFM-FM and WGBB-AM in Nassau-Suffolk (Long Island) (the "SFX Exchange"), (ii)
the pending acquisition by the Company from Viacom of the subsidiaries of
Viacom that own and operate KYSR-FM and KIBB-FM in Los Angeles, WLIT-FM in
Chicago and WDRQ-FM in Detroit (the "Chancellor Viacom Acquisition") for
approximately $480 million plus working capital, (iii) the pending sale by the
Company of WDRQ-FM in Detroit to ABC for $37.0 million in cash (the
"ABC/Detroit Disposition"), and (iv) the financing of each of the foregoing;
(C) "Credit Agreement" means the Company's credit agreement entered into in
connection with the Colfax Acquisition on January 23, 1997; and (D) "Restated
Credit Agreement" means the Company's credit agreement, which is currently
subject to negotiation with various lenders, proceeds of which will be used to
refinance the Credit Agreement and in part, to complete the Chancellor Viacom
Acquisition.
The pro forma condensed statement of operations for the year ended December
31, 1996 and the three month period ended March 31, 1997 give effect to the
consummation of the Completed Chancellor Transactions and the Pending Chancellor
Transactions as if each such transaction had occurred on January 1, 1996. The
pro forma condensed balance sheet at March 31, 1997 has been prepared as if any
such transaction not yet consummated on that date had occurred on that date.
The acquisitions referred to above were or will be accounted for using the
purchase method of accounting with the total cost of the acquisitions and
exchanges allocated to the tangible and intangible assets and liabilities
acquired based upon their respective fair values. The allocation of the
aggregate purchase prices reflected in the Pro Forma Financial Statements is
preliminary. The final allocation of the purchase prices is contingent upon the
receipt of final appraisals of the acquired assets and analysis of liabilities
assumed; however, such allocations are not expected to differ materially from
the preliminary amounts.
THE PRO FORMA FINANCIAL STATEMENTS DO NOT GIVE EFFECT TO THE PENDING
MERGER OF THE COMPANY WITH EVERGREEN AND ITS SUBSIDIARIES, CERTAIN ACQUISITIONS
AND DISPOSITIONS BY EVERGREEN OR THE FINANCING THEREOF. EVERGREEN IS SUBJECT TO
THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT, AND ACCORDINGLY IS REQUIRED TO
FILE PERIODIC AND OTHER REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE> 4
CHANCELLOR RADIO BROADCASTING COMPANY
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA AS
ADJUSTMENTS FOR AS ADJUSTED ADJUSTED FOR THE
THE DEBT FOR THE PRO FORMA DEBT TENDER
THE TENDER OFFER DEBT TENDER ADJUSTMENTS FOR OFFER, THE PENDING
COMPANY AND THE OFFER THE PENDING TRANSACTIONS AND
HISTORICAL OFFERING(1) AND THE OFFERING TRANSACTIONS(2) THE OFFERING
---------- ---------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current assets........................ $ 61,279 -- $ 61,279 $ 11,412(a) $ 72,691
Property and equipment, net........... 68,180 -- 68,180 6,030(a) 74,210
Intangible assets, net................ 978,094 -- 978,094 461,290(a) 1,439,384
Other assets.......................... 68,170 (1,550)(a) 72,620 (53,750)(a) 19,643
6,000(b) 773(b)
---------- -------- ---------- --------- ----------
Total assets.......................... $1,175,723 $ 4,450 $1,180,173 $ 425,755 $1,605,928
========== ======== ========== ========= ==========
LIABILITIES AND STOCKHOLDER'S EQUITY:
Current portion of long-term debt..... $ 12,500 -- $ 12,500 $ (12,500)(c) $ --
Other current liabilities............. 23,693 -- 23,693 4,185(a) 27,878
---------- -------- ---------- --------- ----------
Total current liabilities.... 36,193 -- 36,193 (8,315) 27,878
Long-term debt, excluding current
portion............................. 524,121 200,000(b) 540,254 252,497(a) 808,751
(194,000)(b) 3,500(b)
(60,000)(c) 12,500(c)
70,133(c)
Deferred tax liabilities.............. 373 (620)(a) (4,300) (1,091)(b) (5,391)
(4,053)(c)
Other liabilities..................... 786 -- 786 -- 786
---------- -------- ---------- --------- ----------
Total liabilities............ 561,473 11,460 572,933 259,091 832,024
Redeemable preferred stock............ 307,174 -- 307,174 -- 307,174
Stockholder's equity:
Common Stock.......................... 1 -- 1 -- 1
Additional paid-in capital............ 332,901 -- 332,901 168,300(a) 501,201
Accumulated deficit................... (25,826) (930)(a) (32,836) (1,636)(b) (34,472)
(6,080)(c)
---------- -------- ---------- --------- ----------
Total stockholder's equity... 307,076 (7,010) 300,066 166,664 466,730
---------- -------- ---------- --------- ----------
Total liabilities and stockholder's
equity.............................. $1,175,723 $ 4,450 $1,180,173 $ 425,755 $1,605,928
========== ======== ========== ========= ==========
</TABLE>
See accompanying Notes to Pro Forma Financial Statements
<PAGE> 5
CHANCELLOR RADIO BROADCASTING COMPANY
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS ADJUSTED
NET PRO FORMA FOR THE
ADJUSTMENTS AS ADJUSTED COMPLETED
FOR THE FOR THE TRANSACTIONS,
COMPLETED COMPLETED PENDING PRO FORMA THE OFFERING
THE TRANSACTIONS TRANSACTIONS CHANCELLOR ADJUSTMENTS FOR AND THE
COMPANY AND THE AND THE TRANSACTIONS THE PENDING PENDING
HISTORICAL OFFERING(3) OFFERING HISTORICAL(4) TRANSACTIONS TRANSACTIONS
---------- --------------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Gross Revenues................. $203,188 $ 73,271 $276,459 $57,789 $ (1,963)(5) $332,285
Less: Agency Commissions....... (24,787) (10,233) (35,020) (9,152) -- (44,172)
-------- -------- -------- ------- -------- --------
Net Revenues................... 178,401 63,038 241,439 48,637 (1,963) 288,113
Station operating expenses
excluding depreciation and
amortization................. 111,210 40,633 151,843 24,562 (4,000)(5) 172,405
Depreciation and
amortization................. 20,877 14,555 35,432 6,427 5,803(6) 47,662
Corporate general and
administrative expenses...... 4,845 509 5,354 2,347 (1,807)(7) 5,894
Merger expense.................
Stock option compensation...... 3,800 -- 3,800 -- -- 3,800
-------- -------- -------- ------- -------- --------
Operating income (loss)........ 37,669 7,341 45,010 15,301 (1,959) 58,352
Interest expense............... 35,704 12,165 47,869 6,374 16,857(8) 71,100
Other (income) expense......... 68 (216) (148) -- -- (148)
-------- -------- -------- ------- -------- --------
Income (loss) before income
taxes........................ 1,897 (4,608) (2,711) 8,927 (18,816) (12,600)
Income tax expense (benefit)... 4,612 (1,696) 2,916 4,422 (8,378)(9) (1,040)
-------- -------- -------- ------- -------- --------
Net income (loss) before
extraordinary loss........... (2,715) (2,912) (5,627) 4,505 (10,438) (11,560)
Preferred stock dividends and
accretion.................... 11,557 26,843 38,400 -- -- 38,400
-------- -------- -------- ------- -------- --------
Net income (loss) attributable
to common stock.............. $(14,272) $(29,755) $(44,027) $ 4,505 $(10,438) $(49,960)
======== ======== ======== ======= ======== ========
OTHER FINANCIAL DATA:
Broadcast Cash Flow............ $ 67,191 $ 22,405 $ 89,596 $24,075 $ 2,037 $115,708
======== ======== ======== ======= ======== ========
</TABLE>
See accompanying Notes to the Pro Forma Financial Statements
<PAGE> 6
CHANCELLOR RADIO BROADCASTING COMPANY
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS ADJUSTED
NET PRO FORMA FOR THE
ADJUSTMENTS AS ADJUSTED COMPLETED
FOR THE FOR THE TRANSACTIONS,
COMPLETED COMPLETED PENDING PRO FORMA THE OFFERING
THE TRANSACTIONS TRANSACTIONS CHANCELLOR ADJUSTMENTS FOR AND THE
COMPANY AND THE AND THE TRANSACTIONS THE PENDING PENDING
HISTORICAL OFFERING(3) OFFERING HISTORICAL(4) TRANSACTIONS TRANSACTIONS
---------- ------------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Gross Revenues................. $ 63,477 $2,355 $ 65,832 $11,867 $(1,070)(5) $ 76,629
Less: Agency Commissions....... (7,623) (384) (8,007) (1,960) -- (9,967)
-------- ------ -------- ------- ------- --------
Net Revenues................... 55,854 1,971 57,825 9,907 (1,070) 66,662
Station operating expenses
excluding depreciation and
amortization................. 38,187 641 38,828 5,111 (1,541)(5) 42,398
Depreciation and
amortization................. 8,109 753 8,862 1,078 1,526(6) 11,466
Corporate general and
administrative expenses...... 1,712 -- 1,712 239 (176)(7) 1,775
Merger expense................. 2,056 -- 2,056 -- -- 2,056
Stock option compensation...... 950 -- 950 -- -- 950
-------- ------ -------- ------- ------- --------
Operating income (loss)........ 4,840 577 5,417 3,479 (879) 8,017
Interest (income) expense...... 11,420 497 11,917 1,594 4,214(8) 17,725
Other (income) expense......... (1,632) -- (1,632) -- -- (1,632)
-------- ------ -------- ------- ------- --------
Income (loss) before income
taxes........................ (4,948) 80 (4,868) 1,885 (5,093) (8,076)
Income tax expense (benefit)... (400) (547) (947) 788 (2,071)(9) (2,230)
-------- ------ -------- ------- ------- --------
Net income (loss) before
extraordinary loss........... (4,548) 627 (3,921) 1,097 (3,022) (5,846)
Preferred stock dividends and
accretion.................... 8,135 1,504 9,639 -- -- 9,639
-------- ------ -------- ------- ------- --------
Net income (loss) attributable
to common stock.............. $(12,683) $ (877) $(13,560) $ 1,097 $(3,022) $(15,485)
======== ====== ======== ======= ======= ========
OTHER FINANCIAL DATA:
Broadcast Cash Flow............ $ 17,667 $1,330 $ 18,997 $ 4,796 $ 471 $ 24,264
======== ====== ======== ======= ======= ========
</TABLE>
See accompanying Notes to the Pro Forma Financial Statements
<PAGE> 7
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) PRO FORMA BALANCE SHEET -- COMPLETED TRANSACTIONS
(a) Reflects an extraordinary charge of $930 (net of a tax benefit of $620) to
write off the unamortized balance of deferred loan fees of $1,550 related
to the Company's 12 1/2% Senior Subordinated Notes, which were redeemed in
connection with the Debt Tender Offer.
(b) Reflects the estimated proceeds of $194,000 from the issuance of $200,000
of 8 3/4% Senior Subordinated Notes (the "Offering") net of deferred loan
fees of $6,000. The net proceeds will be used to reduce bank borrowings
under the Credit Agreement.
(c) Reflects an extraordinary charge of $6,080 for early call premiums and fees
of $10,133 (less a tax benefit of $4,053) incurred in connection with the
redemption of the Company's 12 1/2% Senior Subordinated Notes ($60,000
principal amount). The redemption was financed through additional
borrowings of $70,133 under the Company's Credit Agreement.
(2) PRO FORMA BALANCE SHEET -- PENDING TRANSACTIONS
(a) Reflects the Pending Transactions as follows:
<TABLE>
<CAPTION>
PURCHASE/ PROPERTY AND ASSETS DECREASE
PENDING (SALES) CURRENT EQUIPMENT, HELD FOR INTANGIBLE CURRENT IN OTHER
TRANSACTIONS PRICE ASSETS NET SALE ASSETS, NET LIABILITIES ASSETS
------------ --------- ------- ------------ -------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
WBAB-FM, WBLI-FM, WBGG-AM, WHFM-FM(i)... $ 11,000 $ -- $1,494 $ -- $ 9,506 $ -- $ --
Chancellor Viacom Acquisition(ii)....... 500,547 11,412 4,536 37,000 451,784 (4,185) 53,750
WDRQ-FM(iii)............................ (37,000) -- -- (37,000) -- -- --
-------- ------- ------ -------- -------- ------- -------
Total........................... $474,547 $11,412 $6,030 $ -- $461,290 $(4,185) $53,750
======== ======= ====== ======== ======== ======= =======
<CAPTION>
INCREASE INCREASE IN
(DECREASE) IN ADDITIONAL
PENDING LONG-TERM PAID-IN
TRANSACTIONS DEBT CAPITAL
------------ ------------- -----------
<S> <C> <C>
WBAB-FM, WBLI-FM, WBGG-AM, WHFM-FM(i)... $ 11,000 $ --
Chancellor Viacom Acquisition(ii)....... 278,497 168,300
WDRQ-FM(iii)............................ (37,000) --
-------- --------
Total........................... $252,497 $168,300
======== ========
</TABLE>
(i) On July 1, 1996, the Company entered into an agreement to exchange
WAPE-FM and WFYV-FM in Jacksonville, Florida (which were acquired
as part of the Omni Acquisition on February 13, 1997, see 3(d)
below), and $11,000 in cash for WBAB-FM, WBLI-FM, WGBB-AM, and
WHFM-FM in Long Island. The amounts allocated to net property and
equipment and net intangible assets are based upon preliminary
appraisals of the assets to be acquired.
(ii) On February 19, 1997, the Company and Evergreen entered into the
Viacom Joint Purchase Agreement whereby in the event the Viacom
Acquisition occurs prior to the consummation of the Merger, the
Company will be required to purchase 4 of the 10 Viacom stations
in the Chancellor Viacom Acquisition for $480,000 plus working
capital ($7,547 at March 31, 1997) and estimated acquisition costs
of $13,000 for an aggregate purchase price of $500,547. The
stations to be acquired by the Company include KYSR-FM and KIBB-FM
in Los Angeles, WLIT-FM in Chicago and WDRQ-FM in Detroit. The
assets of WDRQ-FM are classified as assets held for sale in
connection with the purchase price allocation of the Chancellor
Viacom Acquisition (see (iii) below). The Chancellor Viacom
Acquisition will be financed through (i) additional bank
borrowings of $278,497 under the Restated Credit Agreement (see
(b) below); (ii) escrow funds of $53,750 paid by the Company on
February 19, 1997 and classified as other assets at March 31,
1997, and (iii) the net proceeds of $168,300 from the Chancellor
Interim Financing which will be contributed to the Company by
Chancellor. Chancellor will ultimately be dependent upon dividends
or other funds from the Company to meet this obligation including
the payment of interest. The Company has assumed that historical
balances of net property and equipment approximate fair value for
the preliminary allocation of the purchase price and are based
primarily on information provided by management of Viacom.
<PAGE> 8
NOTES TO PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)
(iii) On April 11, 1997, the Company entered into an agreement to sell
WDRQ-FM in Detroit (to be acquired as part of the Chancellor
Viacom Acquisition) for $37,000 in cash. The assets of WDRQ-FM are
classified as assets held for sale in connection with the purchase
price allocation of the Chancellor Viacom Acquisition and no gain
or loss will be recognized in connection with the sale.
(b) Reflects (i) the adjustment to write off the unamortized balance of
deferred loan fees of $1,636 (net of a tax benefit of $1,091) at March 31,
1997 related to the Credit Agreement as an extraordinary item and (ii) the
adjustment to record estimated new loan fees of $3,500 to be incurred in
connection with the Company's Restated Credit Agreement and financed
through additional bank borrowings under such agreement. The refinancing of
the Credit Agreement was financed through borrowings under the Restated
Credit Agreement.
(c) In connection with the Chancellor Viacom Acquisition, the Company will
refinance the Credit Agreement with the Restated Credit Agreement. The
Restated Credit Agreement is expected to provide for a $400,000 term loan
facility and a $350,000 revolving loan facility. Reflects the $12,500
adjustment to decrease current maturities of long-term debt under the
Restated Credit Agreement to $0.
<PAGE> 9
ADJUSTMENTS TO HISTORICAL CONDENSED STATEMENT OF OPERATIONS RELATED TO THE
COMPLETED CHANCELLOR TRANSACTIONS
(3) The Completed Chancellor Transactions historical condensed statement of
operations for the year ended December 31, 1996 and the three month period
ended March 31, 1997 and pro forma adjustments related to the Completed
Chancellor Transactions are summarized below:
<TABLE>
<CAPTION>
ACQUISITIONS
-----------------------------------------------------------------------------------------------
KIMN-FM/ KOOL-FM KSTE-FM
SHAMROCK KALC-FM COLFAX HISTORICAL SUNDANCE OMNI HISTORICAL
COMPLETED CHANCELLOR TRANSACTIONS HISTORICAL HISTORICAL HISTORICAL 1/1- HISTORICAL HISTORICAL 1/1-
YEAR ENDED DECEMBER 31, 1996(a) 1/1-2/14(b) 1/1-12/31(c) 1/1-12/31(d) 3/31(d) 1/1-9/12(d) 1/1-6/30(e) 7/31(f)
- --------------------------------- ----------- ------------ ------------ ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross revenues..................... $ 9,698 $2,010 $51,745 $1,665 $13,844 $8,710 $1,411
Less: agency commissions........... (1,234) (259) (6,626) (234) (1,740) (1,211) (149)
------- ------ ------- ------- ------- ------ ------
Net revenues....................... 8,464 1,751 45,119 1,431 12,104 7,499 1,262
Station operating expenses
excluding depreciation and
amortization..................... 7,762 1,523 28,584 852 7,678 4,985 1,244
Depreciation and amortization...... 595 511 4,494 229 1,242 1,458 375
Corporate general and
administrative expenses.......... 2,215 -- -- -- -- -- --
------- ------ ------- ------- ------- ------ ------
Operating income (loss)............ (2,108) (283) 12,041 350 3,184 1,056 (357)
Interest expense................... 1,380 -- 4,369 299 -- -- --
Other (income) expense............. 49 312 (179) -- 25 (404) --
------- ------ ------- ------- ------- ------ ------
Income (loss) before income
taxes............................ (3,537) (595) 7,851 51 3,159 1,460 (357)
Income tax expense (benefit)....... -- -- -- -- -- -- --
------- ------ ------- ------- ------- ------ ------
Net income (loss) before
extraordinary loss............... (3,537) (595) 7,851 51 3,159 1,460 (357)
Preferred stock dividends and
accretion........................ -- -- -- -- -- -- --
------- ------ ------- ------- ------- ------ ------
Net income (loss) attributable to
common stock..................... $(3,537) $ (595) $ 7,851 $ 51 $ 3,159 $1,460 $ (357)
======= ====== ======= ======= ======= ====== ======
OTHER FINANCIAL DATA:
Broadcast Cash Flow................ $ 702 $ 228 $16,535 $ 579 $ 4,426 $2,514 $ 18
<CAPTION>
DISPOSITIONS
---------------------------------------- NET
WMIL-FM/ PRO FORMA PRO FORMA
WWWW-FM/ KTBZ-FM WOKY-AM ADJUSTMENTS ADJUSTMENTS
WDFN-AM HISTORICAL HISTORICAL FOR THE FOR THE
COMPLETED CHANCELLOR TRANSACTIONS HISTORICAL 1/1- 1/1- COMPLETED COMPLETED
YEAR ENDED DECEMBER 31, 1996(a) 1/1-2/14(g) 2/14(c) 12/31(h) TRANSACTIONS TRANSACTIONS
- --------------------------------- ----------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Gross revenues..................... $(839) $ (399) $(9,552) $ (5,022)(i) $ 73,271
Less: agency commissions........... 102 48 1,070 -- (10,233)
----- ------- ------- -------- --------
Net revenues....................... (737) (351) (8,482) (5,022) 63,038
Station operating expenses
excluding depreciation and
amortization..................... (815) (521) (4,896) (5,763)(i) 40,633
Depreciation and amortization...... (45) (42) (539) 7,831(j) 14,555
(1,554)(k)
Corporate general and
administrative expenses.......... -- -- -- (1,706)(l) 509
----- ------- ------- -------- --------
Operating income (loss)............ 123 212 (3,047) (3,830) 7,341
Interest expense................... -- -- -- 6,117(m) 12,165
Other (income) expense............. -- -- (19) -- (216)
----- ------- ------- -------- --------
Income (loss) before income
taxes............................ 123 212 (3,028) (9,947) (4,608)
Income tax expense (benefit)....... -- -- -- (1,696)(n) (1,696)
----- ------- ------- -------- --------
Net income (loss) before
extraordinary loss............... 123 212 (3,028) (8,251) (2,912)
Preferred stock dividends and
accretion........................ -- -- -- 26,843(o) 26,843
----- ------- ------- -------- --------
Net income (loss) attributable to
common stock..................... $ 123 $ 212 $(3,028) $(35,094) $(29,755)
===== ======= ======= ======== ========
OTHER FINANCIAL DATA:
Broadcast Cash Flow................ $ 78 $ 170 $(3,586) $ 741 $ 22,405
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
NET
PRO FORMA
ADJUSTMENTS ADJUSTMENTS
COLFAX FOR THE FOR THE
COMPLETED CHANCELLOR TRANSACTIONS HISTORICAL COMPLETED COMPLETED
THREE MONTHS ENDED MARCH 31, 1997(a) 1/1 - 1/23(d) TRANSACTIONS TRANSACTIONS
------------------------------------ --------------- ------------ ------------
<S> <C> <C> <C>
Gross revenues.......................... $3,183 $ (828)(i) $2,355
Less: agency commissions................ (384) -- (384)
------ ------- ------
Net revenues............................ 2,799 (828) 1,971
Station operating expenses excluding
depreciation and amortization......... 1,872 (1,231)(i) 641
Depreciation and amortization........... -- 835(j) 753
(82)(k)
------ ------- ------
Operating income (loss)................. 927 (350) 577
Interest (income) expense............... -- 497(m) 497
------ ------- ------
Income (loss) before income taxes....... 927 (847) 80
Income tax expense (benefit)............ -- (547)(n) (547)
------ ------- ------
Net income (loss) before extraordinary
loss.................................. 927 (300) 627
Preferred stock dividends and
accretion............................. -- 1,504(o) 1,504
------ ------- ------
Net income (loss) attributable to common
stock................................. $ 927 $(1,804) $ (877)
====== ======= ======
OTHER FINANCIAL DATA:
Broadcast Cash Flow..................... $ 927 $ 403 $1,330
====== ======= ======
</TABLE>
- ---------------
(a) On November 22, 1996, the Company acquired WKYN-AM in Cincinnati for $1,400
in cash. The Company had been previously operating WKYN-AM under a time
brokerage agreement since January 1, 1996. Therefore, the Company's
historical results of operations for the year ended December 31, 1996 and
the three months ended March 31, 1997 include the results of operations of
WKYN-AM.
(b) On February 14, 1996, the Company acquired Shamrock Broadcasting, Inc., a
radio broadcasting company with 19 radio stations (11 FM and 8 AM) located
in 10 markets (Los Angeles, New York, San Francisco, Houston, Atlanta,
Detroit, Denver, Minneapolis-St. Paul, Phoenix and Pittsburgh). The total
purchase price, including acquisition costs, allocated to net assets
acquired was approximately $408,000.
(c) On July 31, 1996, the Company exchanged KTBZ-FM in Houston (which was
acquired on February 14, 1996 as part of the Shamrock Acquisition) and
$5,600 in cash for KIMN-FM and KALC-FM in Denver. The Company had previously
entered into a time brokerage agreement to sell substantially all of the
broadcast time of KTBZ-FM effective February 14, 1996. In addition, the
Company had been previously operating KIMN-FM and KALC-FM under a time
brokerage agreement since April 1, 1996.
(d) On January 23, 1997, the Company acquired Colfax Communications, a radio
broadcasting company, with 12 radio stations (8 FM and 4 AM) located in 4
markets (Minneapolis-St. Paul, Phoenix, Washington, D.C. and Milwaukee
markets). The total purchase price, including acquisition costs, allocated
to net assets acquired was approximately $383,700. The Colfax Acquisition
was financed through (i) a private placement by the Company of $200,000 of
12% Preferred Stock for net proceeds of $191,817; (ii) a private placement
by Chancellor of $110,000 of 7% Convertible Preferred Stock for net proceeds
of $105,546; (iii) additional bank borrowings under the Company's Credit
Agreement of $65,937 and (iv) $20,400 in escrow funds. The historical
financial data of Colfax for the year ended December 31, 1996 excludes the
combined net income of approximately $224 for KLTB-FM, KARO-FM and KIDO-AM
in Boise, Idaho which the Company did not acquire as part of the Colfax
Acquisition. The Colfax historical condensed statement of operations for the
year ended December 31, 1996, does not include the results of operations of
the following: (i) KOOL-FM for the period January 1, 1996 to March 31, 1996
and (ii) WMIL-FM and WOKY-AM in Milwaukee and KZON-FM, KISO-AM, KYOT-FM and
KOY-AM in Phoenix which were owned and operated by Sundance Broadcasting,
Inc. ("Sundance") for the period January 1, 1996 to September 12, 1996. On
March 31, 1997, the Company sold WMIL-FM and WOKY-AM in Milwaukee for
$41,253 in cash. The assets of WMIL-FM and WOKY-AM are classified as assets
held for sale in connection with the purchase price allocation of the Colfax
Acquisition. Accordingly, WMIL-FM and WOKY-AM net income
<PAGE> 11
of approximately $41 for the period January 23, 1997 through March 31, 1997
has been excluded from the Colfax historical condensed statement of
operations for the three months ended March 31, 1997.
(e) On February 13, 1997, the Company acquired substantially all of the assets
and assumed certain liabilities of the OmniAmerica Group including 8 radio
stations (7 FM and 1 AM) located in 3 markets (Orlando, West Palm Beach and
Jacksonville). The total purchase price, including acquisition costs,
allocated to net assets acquired was approximately $181,046. The Omni
Acquisition was financed through (i) additional bank borrowings under the
Credit Agreement of $166,046 and (ii) the issuance of 555,556 shares of the
Chancellor Class A Common Stock valued at $15,000 or $27.00 per share which
was contributed to the Company by Chancellor. Prior to the consummation of
the Omni Acquisition, the Company had entered into an agreement to operate
the stations under a time brokerage agreement effective July 1, 1996.
Additionally, prior to consummation of the West Palm Beach Exchange (see (f)
below) on March 28, 1997 and the SFX Exchange (see note 4(a)), the Company
entered into time brokerage agreements to sell substantially all of the
broadcast time of WEAT-FM/AM and WOLL-FM in West Palm Beach and WAPE-FM and
WFYV-FM in Jacksonville effective July 1, 1996. The historical financial
data of Omni for the period January 1, 1996 to June 30, 1996 represents the
results of operations for the Orlando stations (WOMX-FM, WXXL-FM and
WJHM-FM). The results of operations for WEAT-FM/AM and WOLL-FM in West Palm
Beach and WAPE-FM and WFYV-FM in Jacksonville are not included as the
acquisition and disposition of these stations is deemed to have occurred on
January 1, 1996.
(f) On March 28, 1997, the Company exchanged, in the West Palm Beach Exchange,
WEAT-FM/AM and WOLL-FM in West Palm Beach, Florida, which were acquired as
part of the Omni Acquisition, for KSTE-FM in Sacramento and $33,000 in cash.
The Company had previously been operating KSTE-FM under a time brokerage
agreement since August 1, 1996.
(g) On January 31, 1997, the Company sold, in the WWWW/WDFN Disposition, WWWW-FM
and WDFN-AM in Detroit, which were acquired on February 14, 1996 as part of
the Shamrock Acquisition, to Evergreen for $30,000 in cash. Prior to the
completion of the sale, the Company had entered into a joint sales agreement
effective February 14, 1996 and a time brokerage agreement effective April
1, 1996 to sell substantially all of the broadcast time of WWWW-FM and
WDFN-AM to Evergreen pending the completion of the sale.
(h) On March 31, 1997, the Company sold, in the Milwaukee Disposition, WMIL-FM
and WOKY-AM in Milwaukee, which were acquired as part of the Colfax
Acquisition on January 23, 1997, for $41,253 in cash.
(i) Reflects the elimination of time brokerage agreement fees received and paid
by the Company as follows:
<TABLE>
<CAPTION>
COMPLETED CHANCELLOR TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996 MARKET PERIOD REVENUE EXPENSE
--------------------------------- --------------- ---------- ------- -------
<S> <C> <C> <C> <C>
WWWW-FM/WDFN-AM........................... Detroit 2/14-12/31 $(2,937) $ (598)
KTBZ-FM................................... Houston 2/14-7/31 (1,113) (265)
WOMX-FM, WXXL-FM, WJHM-FM................. Orlando 7/1-12/31 -- (3,900)
WEAT-FM/AM, WOLL-FM....................... West Palm Beach 7/1-12/31 (972) (1,000)
------- -------
Total adjustment for decrease in gross revenues and expenses........... $(5,022) $(5,763)
======= =======
</TABLE>
<TABLE>
<CAPTION>
COMPLETED CHANCELLOR TRANSACTIONS
THREE MONTHS ENDED MARCH 31, 1997 MARKET PERIOD REVENUE EXPENSE
--------------------------------- --------------- -------- ------- -------
<S> <C> <C> <C> <C>
WWWW-FM/WDFN-AM.............................. Detroit 1/1-1/31 $(235) $ (16)
WOMX-FM, WXXL-FM, WJHM-FM.................... Orlando 1/1-2/13 -- (911)
WEAT-FM/AM, WOLL-FM.......................... West Palm Beach 1/1-3/28 (593) (304)
----- -------
Total adjustment for decrease in gross revenues and expenses............ $(828) $(1,231)
===== =======
</TABLE>
Gross revenues of the Completed Chancellor Transactions exclude any time
brokerage agreement payments received from the Company.
<PAGE> 12
(j) Reflects incremental amortization related to the Completed Chancellor
Transactions and is based on the following allocation to intangible assets:
<TABLE>
<CAPTION>
INCREMENTAL HISTORICAL ADJUSTMENT
COMPLETED CHANCELLOR TRANSACTIONS AMORTIZATION INTANGIBLE AMORTIZATION AMORTIZATION FOR NET
YEAR ENDED DECEMBER 31, 1996 PERIOD ASSETS, NET EXPENSE(i) EXPENSE INCREASE
--------------------------------- ------------ ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Shamrock............................ 1/1-2/14 $361,425 $ 1,104 $ 393 $ 711
KIMN-FM/KALC-FM..................... 1/1-3/31 8,285 52 341 (289)
Omni................................ 1/1-12/31 171,837 4,296 161 4,135
Colfax.............................. 1/1-12/31 317,894 7,947 3,861 4,086
KSTE-FM............................. 1/1-12/31 (32,475) (812) -- (812)
-------- ------- ------ ------
Total............................................. $826,966 $12,587 $4,756 $7,831
======== ======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
INCREMENTAL HISTORICAL ADJUSTMENT
COMPLETED CHANCELLOR TRANSACTIONS AMORTIZATION INTANGIBLE AMORTIZATION AMORTIZATION FOR NET
THREE MONTHS ENDED MARCH 31, 1997 PERIOD ASSETS, NET EXPENSE(i) EXPENSE INCREASE
--------------------------------- ------------ ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Omni................................ 1/1-2/13 $171,837 $ 525 $ -- $ 525
Colfax.............................. 1/1-1/23 317,894 508 -- 508
KSTE-FM............................. 1/1-3/28 (32,475) (198) -- (198)
-------- ----- ------ -----
Total............................... $457,256 $ 835 $ -- $ 835
======== ===== ====== =====
</TABLE>
- ---------------
(i) Intangible assets are amortized on a straight-line basis over an estimated
average 40 year life by the Company.
Historical depreciation expense of the Completed Chancellor Transactions is
assumed to approximate depreciation expense on a pro forma basis. Actual
depreciation and amortization may differ based upon final purchase price
allocations.
(k) Reflects the elimination of disposed stations' historical depreciation and
amortization expense of $1,554 for the year ended December 31, 1996 (KTBZ-FM
of $642 and WWWW-FM/WDFN-AM of $912 for the period of February 14, 1996 to
December 31, 1996) and $82 for the three months ended March 31, 1997
(WWWW-FM/WDFN-AM for the period of January 1, 1997 to January 31, 1997)
recognized by the Company during the time brokerage agreement holding
period.
(l) Reflects the elimination of estimated duplicate corporate expenses of $1,706
for the year ended December 31, 1996 related to the Completed Chancellor
Transactions.
(m) Reflects the adjustment to interest expense in connection with the
consummation of the Completed Chancellor Transactions, the February 1996 and
August 1996 equity offerings of Chancellor, the issuance of
<PAGE> 13
the Company's 12 1/4% Preferred Stock, the refinancing of the Company's
former credit agreement on January 23, 1997 and the Offering:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, 1996 MARCH 31, 1997
----------------- --------------
<S> <C> <C>
Additional bank borrowings related to:
Completed Acquisitions.............................. $ 667,383 $ 231,983
Completed Dispositions.............................. (104,253) (104,253)
New Loan Fees....................................... 2,874 2,874
--------- ---------
Total additional bank borrowings...................... $ 566,004 $ 130,604
========= =========
Interest expense at 7.5%.............................. $ 14,834 $ 320
Less: historical interest expense of the stations
acquired in the Completed Transactions.............. (6,048) --
--------- ---------
Net increase in interest expense...................... 8,786 320
Reduction in interest expense resulting from the
redemption of the Company's 12 1/2% Senior
Subordinated Notes of $60,000....................... (7,500) (1,875)
Interest expense on $70,133 additional bank borrowings
at 7.5% related to the redemption of the Company's
12 1/2% Senior Subordinated Notes................... 5,260 1,315
Reduction in interest expense on bank debt related to
the application of net proceeds of the following:
February 1996 Offering proceeds of $155,475 for the
period January 1, 1996 to February 14, 1996 at
7.5%............................................. (1,425) --
August 1996 Offering proceeds of $23,050 for the
period January 1, 1996 to August 9, 1996 at
7.5%............................................. (1,052) --
12 1/4% Preferred Stock proceeds of $96,171 for the
period January 1, 1996 to February 14, 1996 at
7.5%............................................. (902) --
Interest expense on $200,000 8 3/4% Senior
Subordinated Notes related to the Offering.......... 17,500 4,375
Reduction in interest expense resulting from the
$194,000 decrease in bank borrowings at 7.5%related
to the Offering..................................... (14,550) (3,638)
--------- ---------
Total adjustment for net increase in interest
expense............................................. $ 6,117 $ 497
========= =========
</TABLE>
(n) Reflects the income tax benefit related to pro forma adjustments. The
adjustment to income taxes reflects the application of the estimated
effective tax rate on a pro forma basis to income (loss) before income taxes
for historical and pro forma adjustment amounts.
(o) Reflects incremental dividends and accretion on preferred stock of
subsidiaries as follows:
<TABLE>
<CAPTION>
THREE MONTHS
DATE OF YEAR ENDED ENDED
ISSUANCE DECEMBER 31, 1996 MARCH 31, 1997
----------------- ----------------- --------------
<S> <C> <C> <C>
12 1/4% Preferred Stock................. February 26, 1996 $ 1,441 $ --
12% Preferred Stock..................... January 23, 1997 25,402 1,504
------- ------
Total dividends and accretion........... $26,843 $1,504
======= ======
</TABLE>
<PAGE> 14
ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS RELATED TO
THE PENDING CHANCELLOR TRANSACTIONS
(4) The detail of the historical financial data of the stations to be acquired
in the Pending Chancellor Transactions for the year ended December 31, 1996
the three month period ended March 31, 1997 has been obtained from the
historical financial statements of the respective companies and is
summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 THREE MONTHS ENDED
----------------------------------------- MARCH 31, 1997
WBAB-FM ------------------
WBLI-FM CHANCELLOR CHANCELLOR
WGBB-AM VIACOM PENDING VIACOM
WHFM-FM ACQUISITION CHANCELLOR ACQUISITION
HISTORICAL HISTORICAL TRANSACTIONS HISTORICAL
PENDING CHANCELLOR TRANSACTIONS 1/1-6/30(a) 1/1-12/31(b) HISTORICAL 1/1-3/31(b)
- --------------------------------------- ----------- ------------ ------------ ------------------
<S> <C> <C> <C> <C>
Gross revenues......................... $5,726 $52,063 $57,789 $11,867
Less: agency commissions............... (619) (8,533) (9,152) (1,960)
------- ------- ------- -------
Net revenues........................... 5,107 43,530 48,637 9,907
Station operating expenses excluding
depreciation and amortization........ 3,676 20,886 24,562 5,111
Depreciation and amortization.......... 2,141 4,286 6,427 1,078
Corporate general and administrative
expenses............................. 1,024 1,323 2,347 239
------- ------- ------- -------
Operating income (loss)................ (1,734) 17,035 15,301 3,479
Interest expense....................... -- 6,374 6,374 1,594
------- ------- ------- -------
Income (loss) before income taxes...... (1,734) 10,661 8,927 1,885
Income tax expense..................... -- 4,422 4,422 788
------- ------- ------- -------
Net income (loss)...................... $(1,734) $ 6,239 $ 4,505 $ 1,097
======= ======= ======= =======
OTHER FINANCIAL DATA:..................
Broadcast Cash Flow.................... $1,431 $22,644 $24,075 $ 4,796
</TABLE>
- ---------------
(a) On July 1, 1996, the Company entered into an agreement to exchange, in the
SFX Exchange, WAPE-FM and WFYV-FM in Jacksonville, Florida (which were
acquired as part of the Omni Acquisition) (see note 3(e)), and $11,000 in
cash for WBAB-FM, WBLI-FM, WGBB-AM, and WHFM-FM in Long Island.
(b) On February 19, 1997, the Company and Evergreen entered into the Viacom
Joint Purchase Agreement whereby in the event the Viacom Acquisition occurs
prior to the consummation of the Chancellor Merger, the Company will be
required to purchase 4 of the 10 Viacom stations in the Chancellor Viacom
Acquisition for $480,000 plus working capital ($7,547 at March 31, 1997) and
estimated acquisition costs of $13,000 for an aggregate purchase price of
$500,547. The stations to be acquired by the Company in the Chancellor
Viacom Acquisition include KYSR-FM and KIBB-FM in Los Angeles, WLIT-FM in
Chicago and WDRQ-FM in Detroit. On April 14, 1997, the Company entered into
an agreement to sell WDRQ-FM in Detroit (to be acquired as part of the
Chancellor Viacom Acquisition) for $37,000 in cash; consequently, only the
results of operations of the Viacom Stations in Los Angeles and Chicago have
been given effect in the Pro Forma Financial Statements.
(5) Reflects the elimination of time brokerage agreement fees received and paid
by the Company as follows:
<TABLE>
<CAPTION>
PENDING CHANCELLOR TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996 MARKET PERIOD REVENUE EXPENSE
------------------------------- ----------- --------- ------- -------
<S> <C> <C> <C> <C>
WAPE-FM, WFYV-FM............................................ Jacksonville 7/1-12/31 $(1,963) $(2,000)
WBAB-FM, WBLI-FM, WGBB-AM, WHFM-FM.......................... Long Island 7/1-12/31 -- (2,000)
------- -------
Total adjustment for decrease in gross revenues and expenses........................ $(1,963) $(4,000)
======= =======
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
PENDING CHANCELLOR TRANSACTIONS
THREE MONTHS ENDED MARCH 31, 1997 MARKET PERIOD REVENUE EXPENSE
--------------------------------- ----------- --------- ------- -------
<S> <C> <C> <C> <C>
WAPE-FM, WFYV-FM............................................ Jacksonville 1/1-3/31 $(1,070) $ (541)
WBAB-FM, WBLI-FM, WGBB-AM, WHFM-FM.......................... Long Island 1/1-3/31 -- (1,000)
------- -------
Total adjustment for decrease in gross revenues and expenses........................ $(1,070) $(1,541)
======= =======
</TABLE>
(6) Reflects incremental amortization related to the Pending Chancellor
Transactions and is based on the allocation of the total consideration as
follows:
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1996 MARCH 31, 1997
----------------- ------------------
<S> <C> <C>
Amortization expense on $461,290 additional
intangible assets amortized on a straight-line
basis over a period of 40 years............... $11,533 $ 2,883
Less: Historical amortization expense........... (5,730) (1,357)
------- -------
Adjustment for net increase in amortization
expense....................................... $ 5,803 $ 1,526
======= =======
</TABLE>
Historical depreciation expense, of the Pending Chancellor Transactions, is
assumed to approximate depreciation expense on a pro forma basis. Actual
depreciation and amortization may differ based upon final purchase price
allocations.
(7) Reflects the elimination of estimated duplicate corporate expenses of
$1,807 for the year ended December 31, 1996 and $176 for the three months
ended March 31, 1997 related to the Pending Chancellor Transactions.
(8) Reflects the adjustment to interest expense in connection with the
consummation of the Pending Chancellor Transactions and the refinancing of
the Company's bank borrowings under the Restated Credit Agreement:
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1996 MARCH 31, 1997
----------------- ------------------
<S> <C> <C>
Additional bank borrowings related to:
Pending Acquisitions.......................... $343,247 $343,247
Pending Dispositions.......................... (37,000) (37,000)
Loan Fees..................................... 3,500 3,500
-------- --------
Total additional bank borrowings................ $309,747 $309,747
======== ========
Interest expense on additional bank borrowings
at 7.5%....................................... $ 23,231 $ 5,808
Less: historical interest expense of the
stations being acquired in the Pending
Chancellor Transactions....................... (6,374) (1,594)
-------- --------
Net increase in interest expense................ $ 16,857 $ 4,214
======== ========
</TABLE>
(9) Reflects the income tax benefit related to pro forma adjustments. The
adjustment to income taxes reflects the application of the estimated
effective tax rate on a pro forma basis to income (loss) before income
taxes for historical and pro forma adjustment amounts.
<PAGE> 16
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99.1 Press release dated June 18, 1997.
<PAGE> 17
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CHANCELLOR BROADCASTING COMPANY
Date: June 25, 1997 By: /s/ JACQUES D. KERREST
-------------------------------------
Jacques D. Kerrest
Senior Vice President and
Chief Financial Officer
CHANCELLOR RADIO BROADCASTING COMPANY
Date: June 25, 1997 By: /s/ JACQUES D. KERREST
-------------------------------------
Jacques D. Kerrest
Senior Vice President and
Chief Financial Officer
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Press release dated June 18, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
================================================================================
CHANCELLOR BROADCASTING COMPANY
================================================================================
12655 N. CENTRAL EXPRESSWAY, SUITE 105 DALLAS, TEXAS 79243-6354
(214) 239-6220 FAX (214) 239-0220
FOR IMMEDIATE RELEASE
- ---------------------
CHANCELLOR BROADCASTING COMPANY ANNOUNCES
DEBT PLACEMENT BY SUBSIDIARY
DALLAS, TX, June 18, 1997 -- Chancellor Broadcasting Company (Nasdaq:
CBCA) announced today that its subsidiary, Chancellor Radio Broadcasting
Company, has agreed to sell $200,000,000 of 8-3/4% Senior Subordinated Notes due
2007 in a private placement transaction. The Notes will be sold at a discount
and will have a yield to maturity of 8.92% per annum. Chancellor said that the
net proceeds of the offering will be used to repay term debt outstanding under
Chancellor Radio Broadcasting's bank credit facility. The offering is expected
to close on June 24, 1997.
The Notes will not be and have not been registered under the Securities
Act of 1933, as amended, or any state securities or blue sky laws and may not be
offered or sold in the United States absent registration or an exemption from
the registration requirements of such laws.
Chancellor Broadcasting was formed in 1993 by Steven Dinetz and Hicks,
Muse, Tate & Furst to pursue acquisitions in the radio broadcast industry.
Chancellor Broadcasting is one of the leading pure-play radio broadcasting
companies in the United States. Upon consummation of all pending acquisitions,
excluding the previously announced merger with Evergreen Media and acquisition
of four radio properties from Viacom International, Chancellor will own and
operate 51 stations in 14 markets.
Chancellor Media Corporation, the nation's largest pure-play radio
broadcasting company, is being formed by the merger of Chancellor Broadcasting
Company with Evergreen Media Corporation (Nasdaq:EVGM) and the acquisition of
ten radio properties owned by Viacom International (AMEX: VIA, VIAB). Upon
consummation of all announced transactions, Chancellor Media will own and
operate 96 radio stations in 21 of the nations 40 largest markets.
For more information, please contact:
<TABLE>
<S> <C> <C>
Chancellor Broadcasting: Steve Dinetz 972-239-6220
Jacques Kerrest
Brainerd Communicators: Chris Plunkett 212-986-6667
John Buckley
</TABLE>
# # #
