-----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, IqK6u0TzjwRImG+CMv5EYCIAa1hbFjw1zTdv0NFS1Re9wr2ESefHGbQmNBl1vmyF c3zfJkSBCcdtyuZwzkGh8g== 0000950134-98-009679.txt : 19981216 0000950134-98-009679.hdr.sgml : 19981216 ACCESSION NUMBER: 0000950134-98-009679 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981215 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: 8-K SEC ACT: SEC FILE NUMBER: 000-21570 FILM NUMBER: 98769700 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANCELLOR MEDIA CORP OF LOS ANGELES CENTRAL INDEX KEY: 0001043102 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752451687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-32259 FILM NUMBER: 98769701 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: EVERGREEN MEDIA CORP OF LOS ANGELES DATE OF NAME CHANGE: 19970728 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 1, 1998 ------------------------ Chancellor Media Corporation Chancellor Media Corporation of Los Angeles ---------------------------- ------------------------------------------- (Exact Name of Registrant as (Exact Name of Registrant as Specified in Charter) Specified in Charter) 000-21570 333-32259 --------- --------- (Commission File No.) (Commission File No.) 75-2247099 75-2451687 ---------- ---------- (IRS Employer (IRS Employer Identification No.) Identification No.) Delaware Delaware -------- -------- (State or Other Jurisdiction (State or Other Jurisdiction of Incorporation) of Incorporation) 300 Crescent Court, Suite 600 Dallas, Texas 75201 ------------------- (Address of Principal Executive Offices) (214) 922-8700 -------------- (Registrant's telephone number, including area code) 2 ITEM 2. Acquisition or Disposition of Assets. On December 1, 1998, Chancellor Media Corporation of Los Angeles (together with its subsidiaries, "the Company"), an indirect wholly-owned subsidiary of Chancellor Media Corporation, consummated the acquisition of the assets of the Outdoor Advertising division of Whiteco Industries, Inc. ("Whiteco"), an outdoor advertising company with over 22,000 billboards and outdoor displays in 34 states, for $930.0 million in cash plus working capital and various other direct acquisition costs (the "Whiteco Acquisition"). The purchase price of $930.0 million was determined as a result of an arms-length negotiation between the Company and Whiteco, which are unrelated parties. The Company borrowed under its senior credit facility with a syndicate of commercial banks and other institutional lenders to finance the Whiteco Acquisition. A copy of the Company's senior credit facility, listing the commercial banks and other institutional lenders thereto, has previously been filed with the Securities and Exchange Commission as Exhibit 4.10 to the Current Report on Form 8-K of Evergreen Media Corporation, dated April 1, 1997 and filed on May 9, 1997. The assets acquired by the Company in the Whiteco Acquisition constitute advertising signs and other physical property used in the outdoor advertising business and will continue to be utilized by the Company for such purposes. 2 3 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. 7(a) Financial Statements of Businesses Acquired Historical financial statements for Whiteco as of December 31, 1996 and 1997 and September 30, 1998 and for the years ended December 31, 1995, 1996 and 1997 and for the nine months ended September 30, 1997 and 1998 have been previously reported by the Company pursuant to the Company's Registration Statement on Form S-4, as amended (Reg. No. 333-66971), including documents incorporated by reference therein prior to the distribution of the securities registered therein and thus, pursuant to General Instruction B.3 of Form 8-K, are not required to be reported again in this Current Report on Form 8-K. 3 4 7(b) Pro Forma Financial Information Pro forma financial information reflecting the Whiteco Acquisition will be provided by amendment to this Current Report on Form 8-K within 60 days of the date of this report. 7(c) Exhibits (r) 2.52 Asset Purchase Agreement, dated August 30, 1998, by and among Chancellor Media Corporation of Los Angeles, Whiteco Industries, Inc. and Metro Management Associates. * 99.1 Press Release, dated December 1, 1998. - --------------------------- * Filed herewith. (r) Incorporated by reference to the identically-numbered exhibit to the Registration Statement on Form S-4, as amended (Reg. No. 333-66971), filed December 10, 1998, of Chancellor Media Corporation of Los Angeles. 4 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Chancellor Media Corporation Chancellor Media Corporation of Los Angeles By: /s/ Matthew E. Devine By: /s/ Matthew E. Devine -------------------------- --------------------------------- Matthew E. Devine Matthew E. Devine Senior Vice President and Senior Vice President and Chief Financial Officer Chief Financial Officer Date: December 15, 1998 5 6 INDEX TO EXHIBITS (r) 2.52 Asset Purchase Agreement, dated August 30, 1998, by and among Chancellor Media Corporation of Los Angeles, Whiteco Industries, Inc. and Metro Management Associates. * 99.1 Press Release, dated December 1, 1998.
- --------------------------- * Filed herewith. (r) Incorporated by reference to the identically-numbered exhibit to the Registration Statement on Form S-4, as amended (Reg. No. 333-66971), filed December 10, 1998, of Chancellor Media Corporation of Los Angeles. EX-99.1 2 PRESS RELEASE DATED DECEMBER 1, 1998 1 EXHIBIT 99.1 CHANCELLOR MEDIA COMPLETES WHITECO OUTDOOR ADVERTISING ACQUISITION - CHANCELLOR OUTDOOR IS THE NATION'S FIFTH LARGEST OUTDOOR COMPANY - DALLAS, Tex., and MERRILLVILLE, Ind., December 1, 1998 -- Chancellor Media Corporation (Nasdaq:AMFM), today announced that it completed the acquisition of the Whiteco Outdoor Advertising division of Whiteco Industries, Inc. for $930 million plus an adjustment for working capital. The acquisition is expected to be accretive to Chancellor's 1999 after-tax cash flow by approximately $0.10 per share. The Whiteco acquisition and Chancellor's purchase of Martin Media, L.P. in the third quarter positions Chancellor Outdoor Group as the fifth largest owner and operator of billboard display faces in the United States with over 36,000 outdoor advertising display faces in 37 states. Additionally, Chancellor Outdoor's assets overlap with approximately 50% of the radio markets served by Chancellor and 100% of the television markets served by LIN Television, which Chancellor agreed to acquire in July. Jeffrey A. Marcus, President and Chief Executive Officer of Chancellor Media commented, "Formed in the last five months, the Chancellor Outdoor Group now has a broad national reach and will be a key growth catalyst for our company. I know that Jim McLaughlin, President of Chancellor Outdoor, along with the entire Chancellor management team are pleased to add these high quality, well-clustered assets. And, we are particularly delighted that the proven, results-oriented Whiteco Outdoor management team will be assuming prominent roles in building the success of the Chancellor Outdoor Group." Chancellor Media Corporation is a diversified media company consisting of the Chancellor Radio Group, Chancellor Outdoor Group, Katz Media (a leading media representation firm), Chancellor Marketing Group, and the planned Chancellor Television Group. Reflecting announced transactions, Chancellor Radio Group will be the nation's largest radio broadcasting entity with over 465 stations in approximately 105 markets reaching a weekly listener base of over 65 million people. Through the AMFM Radio Network, Chancellor offers syndicated programming nationwide. Internationally, Chancellor has acquired Primedia Broadcast Group, Inc. which owns and operates eight FM radio stations in Puerto Rico. Chancellor Outdoor Group is the nation's fifth largest outdoor advertising company operating over 36,000 display faces in 37 states. Chancellor's Katz Media is the only full-service media representation firm in the United States serving multiple types of electronic media. Chancellor Marketing Group is a full service, sales promotion firm developing and integrating marketing programs for Fortune 1000 companies. Upon consummation of announced transactions, in addition to radio, outdoor advertising, media representation and marketing operations, Chancellor will have significant television operations. Chancellor Television Group, through ownership and local marketing agreements, will operate 13 network-affiliated television stations in 8 markets. This news announcement contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Key risks are described in Chancellor's reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the broadcasting industry generally and, accordingly, the Company's actual performance and results may vary from those stated herein and Chancellor undertakes no obligation to update the information contained herein. # # # CONTACT: Matthew E. Devine Joseph N. Jaffoni Chief Financial Officer David C. Collins Chancellor Media Corporation Jaffoni & Collins Incorporated 214/922-8700 212/835-8500;amfm@jcir.com -----END PRIVACY-ENHANCED MESSAGE-----