<PAGE>
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): February 13, 1997
CHANCELLOR RADIO BROADCASTING COMPANY
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- ---------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
33-80534 75-2544623
- ------------------------------ ------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
12655 North Central Expressway
Suite 405, Dallas, Texas 75243
- --------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(972) 239-6220
- ---------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
PURCHASE OF RADIO STATIONS FROM OMNIAMERICA GROUP
-------------------------------------------------
On February 13, 1997, Chancellor Radio Broadcasting Company, a
Delaware corporation ("Chancellor Radio Broadcasting Company"), and
its parent corporation Chancellor Broadcasting Company, a Delaware
corporation ("Chancellor Broadcasting Company," and, together with its
subsidiaries, the "Company"), completed the previously announced
acquisition of one AM radio station and seven FM radio stations (the
"Omni Stations") from OmniAmerica Group. The aggregate purchase price
for the Omni Stations, based upon an appraisal of the assets
purchased, was $163 million in cash and 555,556 shares of Chancellor
Broadcasting Company's Class A Common Stock, par value $.01 per share.
The cash portion of the purchase price was funded with proceeds from
Chancellor Radio Broadcasting Company's $345 million credit facility.
The Company plans to operate three of the eight Omni Stations (all
located in Orlando, Florida) and to divest the other five Omni
Stations pursuant to existing asset swap agreements.
MERGER WITH EVERGREEN MEDIA CORPORATION
---------------------------------------
On February 18, 1997, the Company announced that it had reached
an agreement in principle to merge with Evergreen Media Corporation, a
Delaware corporation ("Evergreen").
On February 19, 1997, Chancellor Broadcasting Company and
Chancellor Radio Broadcasting Company entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") with Evergreen.
Pursuant to the terms of the Merger Agreement, the Company will be
merged with and into Evergreen, with Evergreen remaining as the
surviving corporation. Upon the consummation of the Merger (the
"Effective Time"), the surviving corporation will be renamed
Chancellor Media Corporation (as such, the "Surviving Corporation").
At the Effective Time, (i) each share of Chancellor Broadcasting
Company's Class A Common Stock, par value $.01 per share, and Class B
Common Stock, par value $.01 per share, will be converted into 0.9091
shares of common stock of the Surviving Corporation, (ii) each share
of Evergreen's Class A Common Stock, par value $.01 per share, and
Class B Common Stock, par value $.01 per share, will be converted into
one share of common stock of the Surviving Corporation, (iii) each
share of Chancellor Broadcasting Company's 7% Convertible Preferred
Stock, par value $.01 per share, will be converted into one share of
preferred stock of the Surviving Corporation with substantially
identical powers, preferences and relative rights, (iv) each share of
Chancellor Radio Broadcasting Company's 12.25% Series A
<PAGE>
<PAGE>
Senior Cumulative Exchangeable Preferred Stock, par value $.01 per
share, will be converted into one share of preferred stock of the
Surviving Corporation with substantially identical powers, preferences
and relative rights, and (v) each share of Chancellor Radio
Broadcasting Company's 12% Exchangeable Preferred Stock, par value
$.01 per share, will be converted into one share of preferred stock of
the Surviving Corporation with substantially identical powers,
preferences and relative rights. All shares of Common Stock of the
Surviving Corporation will be entitled to one vote per share on all
matters upon which holders of such stock are entitled to vote.
Additionally, at the Effective Time, all indebtedness of the Company
will either be assumed or refinanced by the Surviving Corporation.
The Merger Agreement provides that, at the Effective Time, the
board of directors of the Surviving Corporation will consist of three
classes of directors. Class I directors will hold their respective
office from the Effective Time until the 1998 annual meeting of the
Surviving Corporation. Class II directors will hold their respective
office from the Effective Time until the 1999 annual meeting of the
Surviving Corporation. Class III directors will hold their respective
office from the Effective Time until the 2000 annual meeting of the
Surviving Corporation. The Merger Agreement provides that, at the
Effective Time, the board of directors of the Surviving Corporation
will consist of the following individuals: (a) Class I -- Eric C.
Neumann, Perry J. Lewis and Matrice Ellis-Kirk; (b) Class II --
Lawrence D. Stuart, Jr., Steven Dinetz, Jeffrey A. Marcus and James E.
de Castro; and (c) Class III -- Thomas O. Hicks, Scott K. Ginsburg,
John H. Massey and Thomas J. Hodson. Subsequent to the execution of
the Merger Agreement, Ms. Ellis-Kirk resigned from the Company's board
of directors and it is expected that the Company will identify another
nominee to fill the seat Ms. Ellis-Kirk would have held on the board
of directors of the Surviving Corporation.
Pursuant to the Merger Agreement, at the Effective Time, the
following individuals will become officers of the Surviving
Corporation: (a) Chairman of the Board -- Thomas O. Hicks; (b)
President and Chief Executive Officer -- Scott K. Ginsburg; (c) Co-
Chief Operating Officers -- Steven Dinetz and James E. de Castro; and
(d) Chief Financial Officer -- Matthew E. Devine. Other officers of
the Surviving Corporation will be determined by the Company and
Evergreen prior to the Effective Time.
Consummation of the Merger Agreement is subject to (i) consent of
the Federal Communications Commission ("FCC"), (ii) expiration or
early termination of the waiting period required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
(iii) approval of the common shareholders of Chancellor Broadcasting
Company, (iv) approval of the common shareholders of Evergreen, and
(v) other closing
<PAGE>
<PAGE>
conditions, each as more fully described in the Merger Agreement.
<PAGE>
<PAGE>
In order to obtain the consent of the FCC, it will be necessary for
the Surviving Corporation to divest or commit to divest certain
stations in the Chicago, Detroit, Washington D.C. and San Francisco
markets in order to comply with limits set by the FCC's multiple
ownership rules. No assurance can be given that the Merger Agreement
will be consummated. Subject to such conditions, the Company
anticipates that the Merger Agreement will be consummated in the third
quarter of 1997.
On February 19, 1997, Thomas O. Hicks and certain individuals and
entities affiliated with Thomas O. Hicks (the "Hicks Stockholders")
and Scott K. Ginsburg entered into a Stockholders Agreement (the
"Stockholders Agreement") with Chancellor Broadcasting Company and
Evergreen. Pursuant to the Stockholders Agreement, the Hicks
Stockholders and Mr. Ginsburg agreed, among other things, to vote all
shares of capital stock of Chancellor Broadcasting Company and
Evergreen held by such parties at any meeting of the stockholders of
the respective companies in favor of transactions contemplated by the
Merger Agreement. The Hicks Stockholders control approximately 90% of
the voting power of the outstanding common stock of Chancellor
Broadcasting Company. Mr. Ginsburg controls approximately 44 % of the
voting power of the outstanding common stock of Evergreen.
JOINT PURCHASE OF VIACOM INTERNATIONAL, INC.'S RADIO STATION PORTFOLIO
----------------------------------------------------------------------
On February 16, 1997, Evergreen Media Corporation of Los Angeles,
a Delaware corporation ("EMCLA"), a direct, wholly-owned subsidiary of
Evergreen, entered into a Stock Purchase Agreement (the "Viacom Stock
Purchase Agreement") with Viacom International, Inc. ("Viacom").
Under the Viacom Stock Purchase Agreement, EMCLA agreed to acquire
from Viacom all of the issued and outstanding capital stock of WAXQ
Inc., Riverside Broadcasting Co., Inc., KYSR Inc., KIBB Inc., WMZQ
Inc., Viacom Broadcasting East Inc., WLIT Inc., and WDRQ Inc. (each, a
subsidiary of Viacom, and referred to collectively as the "Viacom
Subsidiaries") for an aggregate purchase price of $1.075 billion,
subject to certain adjustments as set forth in the Viacom Stock
Purchase Agreement. The Viacom Subsidiaries own and operate (or will
own and operate at the consummation of the Viacom Stock Purchase
Agreement) the assets involved in the operation of the following radio
broadcast stations: (i) WAXQ(FM), New York, New York; (ii) WLTW(FM),
New York, New York; (iii) KYSR(FM), Los Angeles, California; (iv)
KIBB(FM), Los Angeles, California; (v) WMZQ-FM, Washington, D.C.; (vi)
WZHF(AM), Arlington, Virginia; (vii) WJZW(FM), Woodbridge, Virginia;
(viii) WBZS(AM), Alexandria, Virginia; (ix) WLIT(FM), Chicago,
Illinois; and (x) WDRQ(FM), Detroit, Michigan.
Consummation of the Viacom Stock Purchase Agreement is subject to
(i) consent of FCC, (ii) expiration or early termination of the
waiting period required under the HSR Act and
<PAGE>
<PAGE>
(iii) other closing conditions, each as more fully described in the
Viacom Stock Purchase Agreement. No assurance can be given that the
Viacom Stock Purchase Agreement will be consummated. Subject to such
conditions, Evergreen anticipates that the Viacom Stock Purchase
Agreement will be consummated in the second quarter of 1997.
If the Merger Agreement is not consummated before the Viacom
Stock Purchase Agreement, certain aspects of the consummation of the
Viacom Stock Purchase Agreement will be governed by the Joint Purchase
Agreement (the "Joint Purchase Agreement") dated February 19, 1997,
among Evergreen, EMCLA, Chancellor Broadcasting Company and Chancellor
Radio Broadcasting Company. Pursuant to the Joint Purchase Agreement,
each of Chancellor Broadcasting Company and Evergreen will divide
equally certain costs due under the Viacom Stock Purchase Agreement,
including those amounts owed as deposits. On February 19, 1997, each
of Evergreen and Chancellor broadcasting paid $53.75 million to Viacom
to satisfy the obligation of Evergreen under the Viacom Stock Purchase
Agreement to pay a non-refundable (except under limited circumstances)
deposit of 10% of the purchase price. If the consummation of the
Viacom Stock Purchase Agreement occurs prior to the consummation of
the Merger Agreement, (i) EMCLA will be required to purchase the
Viacom Subsidiaries that own and operate radio stations WAXQ(FM), New
York, New York, WlTW(FM), New York, New York, WMZQ-FM, Washington,
D.C., WZHF(AM), Arlington, Virginia, WJZW(FM), Woodbridge, Virginia
and WBZS(AM), Alexandria, Virginia, for an aggregate purchase price of
approximately $595 million and (ii) Chancellor Radio Broadcasting
Company will be required to purchase the Viacom Subsidiaries that own
and operate radio stations KYSR(FM), Los Angeles, California,
KIBB(FM), Los Angeles, California, WLIT(FM), Chicago, Illinois and
WDRQ(FM), Detroit, Michigan for an aggregate purchase price of
approximately $480 million. If the Viacom Stock Purchase Agreement is
consummated after the consummation of the Merger Agreement, the
Surviving Corporation will be required to purchase all of the Viacom
Subsidiaries, subject to the FCC's multiple ownership limitations as
described above.
The Company anticipates that the Joint Purchase Agreement and the
Merger Agreement will be financed through additional bank borrowings
or additional public or private debt or equity financing.
<PAGE>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of February 19, 1997
among Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company and Evergreen Media Corporation.(1)
2.2 Stockholders agreement dated February 19, 1997 among
Chancellor Broadcasting Company, Evergreen Media
Corporation, Scott K. Ginsburg (individually and as
custodian for certain shares held by his children), and
HM2/Chancellor, L.P., Hicks, Muse, Tate & Furst Equity Fund
II, L.P., HM2/HMW, L.P., the Chancellor Business Trust,
HM2/HMD Sacramento GP, L.P., Hicks, Muse GP Partners, L.P.,
Thomas O. Hicks, as trustee of the William Cree Hicks 1992
Irrevocable Trust, Thomas O. Hicks, as trustee of the
Catherine Forgrave Hicks 1993 Irrevocable Trust, Thomas O.
Hicks, as trustee of the John Alexander Hicks 1984 Trust,
Thomas O. Hicks, as trustee of the Mack Hardin Hicks 1984
Trust, Thomas O. Hicks, as trustee of the Thomas O. Hicks,
Jr. 1984 Trust, Thomas O. Hicks and H. Rand Reynolds, as
trustees for the Muse Children's GS Trust, and Thomas O.
Hicks.(2)
2.3 Joint Purchase Agreement dated the 19th day of February,
1997, by and between Chancellor Radio Broadcasting Company,
Evergreen Media Corporation of Los Angeles and Evergreen
Media Corporation.(3)
2.4 Stock Purchase Agreement dated as of February 16, 1997
between Viacom International Inc. and Evergreen Media
Corporations of Los Angeles.(4)
_________________
(1) Previously filed as Exhibit 99(a) to the Schedule 13D filed
on March 3, 1997 on behalf of Chancellor Broadcasting
Company, Thomas O. Hicks and Lawrence D. Stuart, Jr. with
respect to the Class A Common Stock, par value $.01 per
share, of Evergreen Media Corporation and incorporated
herein by reference.
(2) Previously filed as Exhibit 99(b) to the Schedule 13D filed
on March 3, 1997 on behalf of Chancellor Broadcasting
Company, Thomas O. Hicks and Lawrence D. Stuart, Jr. with
respect to the Class A Common Stock, par value $.01 per
share, of Evergreen Media Corporation and incorporated
herein by reference.
(3) Previously filed as Exhibit 2.3 to Chancellor Broadcasting
Company's Current Report on Form 8-K dated February 13,
1997.
<PAGE>
<PAGE>
(4) Previously filed as Exhibit 2.4 to Chancellor Broadcasting
Company's Current Report on Form 8-K dated February 13,
1997.
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHANCELLOR RADIO BROADCASTING COMPANY
Date: February 28, 1997 By: /s/ JACQUES D. KERREST
-------------------------------------
Jacques D. Kerrest,
Senior Vice President and
Chief Financial Officer
<PAGE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger dated as of February 19, 1997
among Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company and Evergreen Media Corporation.(1)
2.2 Stockholders agreement dated February 19, 1997 among
Chancellor Broadcasting Company, Evergreen Media
Corporation, Scott K. Ginsburg (individually and as
custodian for certain shares held by his children), and
HM2/Chancellor, L.P., Hicks, Muse, Tate & Furst Equity Fund
II, L.P., HM2/HMW, L.P., the Chancellor Business Trust,
HM2/HMD Sacramento GP, L.P., Hicks, Muse GP Partners, L.P.,
Thomas O. Hicks, as trustee of the William Cree Hicks 1992
Irrevocable Trust, Thomas O. Hicks, as trustee of the
Catherine Forgrave Hicks 1993 Irrevocable Trust, Thomas O.
Hicks, as trustee of the John Alexander Hicks 1984 Trust,
Thomas O. Hicks, as trustee of the Mack Hardin Hicks 1984
Trust, Thomas O. Hicks, as trustee of the Thomas O. Hicks,
Jr. 1984 Trust, Thomas O. Hicks and H. Rand Reynolds, as
trustees for the Muse Children's GS Trust, and Thomas O.
Hicks.(2)
2.3 Joint Purchase Agreement dated the 19th day of February,
1997, by and between Chancellor Broadcasting Company,
Chancellor Radio Broadcasting Company, Evergreen Media
Corporation of Los Angeles and Evergreen Media
Corporation.(3)
2.4 Stock Purchase Agreement dated as of February 16, 1997
between Viacom International Inc. and Evergreen Media
Corporation of Los Angeles.(4)
________________
(1) Previously filed as Exhibit 99(a) to the Schedule 13D filed
on March 3, 1997 on behalf of Chancellor Broadcasting
Company, Thomas O. Hicks and Lawrence D. Stuart, Jr. with
respect to the Class A Common Stock, par value $.01 per
share, of Evergreen Media Corporation and incorporated
herein by reference.
(2) Previously filed as Exhibit 99(b) to the Schedule 13D filed
on March 3, 1997 on behalf of Chancellor Broadcasting
Company, Thomas O. Hicks and Lawrence D. Stuart, Jr. with
respect to the Class A Common Stock, par value $.01 per
share, of Evergreen Media Corporation and incorporated
herein by reference.
(3) Previously filed as Exhibit 2.3 to Chancellor Broadcasting
Company's Current Report on Form 8-K dated February 13,
1997.
<PAGE>
<PAGE>
(4) Previously filed as Exhibit 2.4 to Chancellor Broadcasting
Company's Current Report on Form 8-K dated February 13,
1997.
<PAGE>
