-----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, ERFj9doAHh071a6aj+Nk85+LM4Dsp/HYEpwpUJ4dKBJDZthDJZB7D54turBPhFwZ +87eK8YQM/Sh94gBLuZ/nQ== 0000950134-98-001870.txt : 19980311 0000950134-98-001870.hdr.sgml : 19980311 ACCESSION NUMBER: 0000950134-98-001870 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 11 333-44401 FILED AS OF DATE: 19980310 EFFECTIVENESS DATE: 19980310 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANCELLOR MEDIA CORP/ CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752247099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-47629 FILM NUMBER: 98560733 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 S-3MEF 1 S-3 MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CHANCELLOR MEDIA CORPORATION (Exact name of registrant as specified in its charter) --------------------- DELAWARE 4832 75-2247099 (State or other jurisdiction (Primary Standard Industrial (IRS Employer of incorporation or organization) Classification Code Number) Identification Number)
--------------------- SCOTT K. GINSBURG CHIEF EXECUTIVE OFFICER 433 EAST LAS COLINAS BOULEVARD 433 EAST LAS COLINAS BOULEVARD IRVING, TEXAS 75039 IRVING, TEXAS 75039 (972) 869-9020 (972) 869-9020 (Address, including zip code, and telephone number, including area code, of registrant's principal (Name, address, including zip code, telephone executive offices) number, including area code, of agent for service)
--------------------- Copies to JOHN D. WATSON, JR., ESQ. MARK D. SPOTO, ESQ. LATHAM & WATKINS 1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300 WASHINGTON, D.C. 20004-2505 (202) 637-2200 --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined by the Registrant. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-44401 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================================ PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Common Stock of Chancellor Media Corporation.......... - ---------------------------------------------------------------------------------------------------------------------------- Total(2)..................................... $50,000,000(2) $50,000,000(2) $14,750 ============================================================================================================================
(1) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $50,000,000. The aggregate amount of Common Stock of the Company registered hereunder is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. The securities registered hereunder may be sold separately or as units with other securities registered hereby. ================================================================================ 2 In accordance with General Instruction IV to Form S-3 and Rule 462(b) promulgated under the Securities Act of 1933, as amended, this Registration Statement incorporates by reference the contents of Registration Statement No. 333-44401 originally filed with the Securities and Exchange Commission on January 16, 1998. EXHIBITS The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 5.1 -- Opinion of Latham & Watkins 23.1 -- Consent of Latham & Watkins (included as part of their opinion listed as Exhibit 5.1) 23.2 -- Consent of KPMG Peat Marwick LLP 23.3 -- Consent of KPMG Peat Marwick LLP 23.4 -- Consent of Price Waterhouse LLP 23.5 -- Consent of Arthur Andersen LLP 23.6 -- Consent of Coopers & Lybrand L.L.P. 23.7 -- Consent of Coopers & Lybrand L.L.P. 23.8 -- Consent of Coopers & Lybrand L.L.P. 23.9 -- Consent of Price Waterhouse LLP 23.10 -- Consent of Arthur Andersen LLP
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant identified below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on March 10, 1998. CHANCELLOR MEDIA CORPORATION By: /s/ MATTHEW E. DEVINE ---------------------------------- Matthew E. Devine Senior Vice President and Chief Financial Officer POWERS OF ATTORNEY Each person whose signature appears below constitutes and appoints Matthew E. Devine and Scott K. Ginsburg as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendment (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ THOMAS O. HICKS Chairman of the Board March 10, 1998 - ----------------------------------------------------- Thomas O. Hicks /s/ SCOTT K. GINSBURG President, Chief Executive March 10, 1998 - ----------------------------------------------------- Officer and Director Scott K. Ginsburg (Principal Executive Officer) /s/ JAMES E. DE CASTRO Chief Operating Officer and March 10, 1998 - ----------------------------------------------------- Director James E. de Castro /s/ MATTHEW E. DEVINE Senior Vice President and Chief March 10, 1998 - ----------------------------------------------------- Financial Officer (Principal Matthew E. Devine Financial Officer and Principal Accounting Officer) /s/ THOMAS J. HODSON Director March 10, 1998 - ----------------------------------------------------- Thomas J. Hodson Director - ----------------------------------------------------- Perry J. Lewis /s/ ERIC C. NEUMAN Director March 10, 1998 - ----------------------------------------------------- Eric C. Neuman /s/ JOHN H. MASSEY Director March 10, 1998 - ----------------------------------------------------- John H. Massey
4
SIGNATURES TITLE DATE ---------- ----- ---- /s/ JEFFREY A. MARCUS Director March 10, 1998 - ----------------------------------------------------- Jeffrey A. Marcus /s/ LAWRENCE D. STUART, JR. Director March 10, 1998 - ----------------------------------------------------- Lawrence D. Stuart, Jr. Director - ----------------------------------------------------- Steven Dinetz Director - ----------------------------------------------------- Vernon E. Jordan, Jr.
5 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION NO. OF EXHIBIT ------- ----------- 5.1 -- Opinion of Latham & Watkins 23.1 -- Consent of Latham & Watkins (included as part of their opinion listed as Exhibit 5.1) 23.2 -- Consent of KPMG Peat Marwick LLP 23.3 -- Consent of KPMG Peat Marwick LLP 23.4 -- Consent of Price Waterhouse LLP 23.5 -- Consent of Arthur Andersen LLP 23.6 -- Consent of Coopers & Lybrand L.L.P. 23.7 -- Consent of Coopers & Lybrand L.L.P. 23.8 -- Consent of Coopers & Lybrand L.L.P. 23.9 -- Consent of Price Waterhouse LLP 23.10 -- Consent of Arthur Andersen LLP
EX-5.1 2 OPINION OF LATHAM & WATKINS 1 EXHIBIT 5.1 [LATHAM & WATKINS LETTERHEAD] March 10, 1998 Chancellor Media Corporation 433 East Las Colinas Boulevard Suite 1130 Irving, Texas 75039 Re: Chancellor Media Corporation Ladies and Gentlemen: In connection with the registration statement on Form S-3 filed on March 10, 1998 with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), you have requested our opinion with respect to the matters set forth below. Pursuant to Rule 462(b), such registration statement is deemed to be a part of the registration statement on Form S-3 (File No. 333-44401) originally filed by the Company and certain of its subsidiaries on January 16, 1998 (the "Original Registration Statement") (the two such registration statements being referred to collectively herein as the "Registration Statement"). You have provided us with a prospectus (the "Prospectus") which is a part of the Original Registration Statement. The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each a "Prospectus Supplement"). The Prospectus as supplemented by various Prospectus Supplements will provide for the issuance and sale by Chancellor Media Corporation, a Delaware corporation (the "Company"), of up to $1,050,000,000 aggregate offering price of shares of common stock, par value $.01 per share (the "Common Stock") of the Company. 2 LATHAM & WATKINS Chancellor Media Corporation March 10, 1998 Page 2 In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the shares of Common Stock. For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of applicable federal and Delaware laws, in the manner presently proposed. We have made such legal and factual examinations and inquiries, including an examination of originals and copies certified or otherwise identified to our satisfaction, of all such documents, corporate records and instruments of the Company as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We have been furnished with, and with your consent have exclusively relied upon, certificates of officers of the Company with respect to certain factual matters. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and the other qualifications set forth herein, it is our opinion that, as of the date hereof: 1. The Company has the authority pursuant to its Amended and Restated Certificate of Incorporation to issue up to 200,000,000 shares of Common Stock. Upon adoption by the Board of Directors of the Company of a resolution in form and content as required by applicable law and upon issuance and delivery of and payment for such shares in the manner contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and by such resolution, the shares of Common Stock covered by the Registration Statement will be validly issued, fully paid and nonassessable. 3 LATHAM & WATKINS Chancellor Media Corporation March 10, 1998 Page 3 We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus included therein. Very truly yours, /s/ LATHAM & WATKINS EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our reports on the following financial statements: 1) the consolidated balance sheets of Evergreen Media Corporation and subsidiaries as of December 31, 1995 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996; 2) the combined balance sheets of WMZQ Inc. and Viacom Broadcasting East, Inc. as of December 31, 1995 and 1996 and the related combined statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996; 3) the combined balance sheets of Riverside Broadcasting Co., Inc. and WAXQ Inc. as of December 31, 1995 and 1996 and the related combined statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996; 4) the balance sheets of KKSF-FM/KDFC-FM and AM (A Division of the Brown Organization) as of December 31, 1995 and 1996 and the related statements of earnings and division equity and cash flows for the years then ended; 5) the balance sheets of WLIT Inc. as of December 31, 1995 and 1996 and the related statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996; 6) the combined balance sheets of KYSR Inc. and KIBB Inc. as of December 31, 1995 and 1996 and the related combined statements of operations and cash flows for each of the years in the three-year period ended December 31, 1996; and 7) the balance sheets of WDRQ Inc. as of December 31, 1995 and 1996 and the related statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1996. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG Peat Marwick LLP Dallas, Texas March 9, 1998 EX-23.3 4 CONSENT OF KPMG PEAT MARKWICK LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our report on the balance sheet of WDAS-AM/FM (station owned and operated by Beasley FM Acquisition Corp.) as of December 31, 1996 and the related statements of earnings and station equity and cash flows for the year then ended, and to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG Peat Marwick LLP St. Petersburg, Florida March 9, 1998 EX-23.4 5 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation of our report dated May 2, 1997 relating to the financial statements of Century Chicago Broadcasting, L.P., which appears in the Current Report on Form 8-K of Evergreen Media Corporation dated May 30, 1997 and filed June 4, 1997. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Chicago, Illinois March 9, 1998 EX-23.5 6 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our report dated May 8, 1997, (and to all references to our Firm) included in Evergreen Media Corporation's previously filed Form 8-K dated May 30, 1997 and filed June 4, 1997. Arthur Andersen LLP Chicago, Illinois March 9, 1998 EX-23.6 7 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our reports dated February 13, 1997, except for Note 15 as to which the date is February 19, 1997, on our audits of the consolidated financial statements and financial statement schedules of Chancellor Broadcasting Company and Subsidiaries as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, which reports appear in the Form 10-K dated March 28, 1997 filed by Chancellor Broadcasting Company. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Dallas, Texas March 9, 1998 EX-23.7 8 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our reports dated February 13, 1997, except for Note 15 as to which the date is February 19, 1997, on our audits of the consolidated financial statements and financial statement schedule of Chancellor Radio Broadcasting Company and Subsidiaries as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, which reports appear in the Form 10-K dated March 28, 1997 filed by Chancellor Radio Broadcasting Company. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Dallas, Texas March 9, 1998 EX-23.8 9 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.8 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our reports dated March 24, 1997, on our audits of the consolidated statements of operations, changes in stockholders' equity, cash flows and financial statement schedule of Trefoil Communications, Inc. and Subsidiaries for the period January 1, 1996 through February 13, 1996, which reports appear in the Form 10-K dated March 28, 1997 filed by Chancellor Broadcasting Company. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Dallas, Texas March 9, 1998 EX-23.9 10 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.9 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation of our report dated February 14, 1996 relating to the consolidated financial statements of Trefoil Communications, Inc. which appears on page F-41 of the 1996 Annual Report on Form 10-K of Chancellor Broadcasting Company. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page S-10 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. Price Waterhouse LLP Los Angeles, California March 9, 1998 EX-23.10 11 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.10 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Chancellor Media Corporation: As independent public accountants, we hereby consent to the incorporation by reference of our report dated March 31, 1997 (and to all references to our Firm) in this Registration Statement on Form S-3 of Chancellor Media Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-44401) of Chancellor Media Corporation dated January 16, 1998. We also consent to the reference to us under the heading "Experts" in such prospectus. Arthur Andersen LLP Washington, D.C. March 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----