-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQrpe7s0W7IR6USnllgx4OZEUxkM4JP91/xLLYcr/RChRL3A8K+VUJfsijDZIUb3 8O2WOXOwY0Hk2IBNm95xdA== 0000950134-97-008763.txt : 19971121 0000950134-97-008763.hdr.sgml : 19971121 ACCESSION NUMBER: 0000950134-97-008763 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANCELLOR MEDIA CORP/ CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752451687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: SEC FILE NUMBER: 333-36855 FILM NUMBER: 97725405 BUSINESS ADDRESS: STREET 1: 433 EAST LAS COLINAS BLVD STREET 2: STE 1130 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728699020 MAIL ADDRESS: STREET 1: 433 E LAS COLINAS STREET 2: STE 1130 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN MEDIA CORP DATE OF NAME CHANGE: 19930326 424B2 1 PROSPECTUS SUPPLEMENT 1 Filed pursuant to Rule 424(b)(2) Registration No. 333-36855 PROSPECTUS SUPPLEMENT (TO THE PROSPECTUS DATED OCTOBER 16, 1997) 5,990,000 SHARES CHANCELLOR MEDIA CORPORATION (FORMERLY KNOWN AS EVERGREEN MEDIA CORPORATION) $3.00 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK LIQUIDATION PREFERENCE $50 PER SHARE ---------------- This Prospectus Supplement supplements and amends the Prospectus dated October 16, 1997 (the "Prospectus"), relating to the resale of shares of the $3.00 Convertible Exchangeable Preferred Stock, par value $.01 per share (the "3.00 Convertible Preferred Stock"), of Chancellor Media Corporation, a Delaware corporation formerly known as Evergreen Media Corporation ("Chancellor Media"), the 6% Convertible Subordinated Exchange Debentures due 2012 (the "Exchange Debentures") issuable upon exchange of the $3.00 Conver- tible Preferred Stock, and the shares of the Common Stock, par value $.01 per share (the "Common Stock" and, together with the $3.00 Convertible Pre- ferred Stock and the Exchange Debentures, the "Securities"), of Chancellor Media issuable upon conversion of the $3.00 Convertible Preferred Stock or the Exchange Debentures. The table on pages 65 and 67 of the Prospectus, which sets forth information with respect to the Selling Holders (as defined in the Prospectus) and the respective shares of $3.00 Convertible Preferred Stock or Common Stock issuable upon conversion of the $3.00 Convertible Preferred Stock or Exchange Debentures beneficially owned by each Selling Holder that may be offered pursuant to the Prospectus (the "Selling Holder Table"), is hereby amended so that the following line items read as follows:
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF $3.00 CONVERTIBLE PREFERRED NUMBER OF SHARES OF $3.00 STOCK OR EXCHANGE SELLING HOLDERS CONVERTIBLE PREFERRED STOCK DEBENTURES --------------- --------------------------- ---------- OCM Convertible Trust 100,100 100,100 Vanguard Convertible Securities Fund, Inc. 64,600 64,600 Hughes Aircraft Company Master Retirement Trust 32,700 32,700 Chrysler Corporation Master Retirement Trust 69,900 69,900 Any other holder of $3.00 Convertible Preferred Stock or 1,760,980 1,760,980 future transferee of such holder [continued on next page]
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus Supplement is November 20, 1997 2 [continued from previous page] Additionally, the prospectus is further amended so that, (i) on page 65, "Northwestern Mutual Life Insurance Company" is changed to "The Northwestern Mutual Life Insurance Company"; and (ii) on page 67, footnote (l), the third sentence is changed to state that, "Only direct security holdings of The Northwestern Mutual Life Insurance Company are reflected in the above table." Further, the following new line items are added to the Selling Holder Table:
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF $3.00 CONVERTIBLE PREFERRED NUMBER OF SHARES OF $3.00 STOCK OR EXCHANGE SELLING HOLDERS CONVERTIBLE PREFERRED STOCK DEBENTURES --------------- --------------------------- ---------- The Income Fund of America, Inc. 75,000 75,000 The Bond Fund of America, Inc. 75,000 75,000 Credit Suisse First Boston Corporation (6) 73,300 73,300 Ellsworth Convertible Growth and Income Fund, Inc. 5,000 5,000 Bancroft Convertible Fund, Inc. 5,000 5,000 Allstate Insurance Company 50,000 50,000 State of Connecticut Combined Investment Funds 77,600 77,600 Combined Insurance Company of America 13,000 13,000 BT Alex, Brown, Inc. (6) 535,045 535,045 Donaldson, Lufkin & Jenrette Security Corporation 40,000 40,000 Prudential Securities Inc. 1,500 1,500 TQA Vantage Fund, L.P. 25,000 25,000 BNP Arbitrage SNC 60,000 60,000 TQA Leverage Fund, L.P. 27,500 27,500 TQA Arbitrage Fund, L.P. 15,000 15,000 TQA Vantage Plus Fund, Ltd. 12,500 12,500 LDG Limited 10,000 10,000
The Prospectus, together with this Prospectus Supplement, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the Preferred stock and the Common Stock issuable upon conversion of the Preferred Stock. All references in the Prospectus to "this Prospectus" are hereby amended to read "this Prospectus (as supplemented and amended)." - -------------------------- (6) One or more affiliates of the Selling Holder have provided a variety of commercial banking, investment banking and financial advisory services to the Company and CMCLA, and expect to continue to provide such services to the company and CMCLA in the future. By disclosing such information, the Selling Holder does not concede that the provision of such services necessarily constitutes a material relationship that must be disclosed in this Prospectus (as supplemented and amended). -----END PRIVACY-ENHANCED MESSAGE-----