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Building A Radio Empire-Chance

Newspapers. Media began with the written word . . . To date, the oldest existing written document dates back to 2200 B. C. By 500 B. C. Persia had developed a form of pony express and the Greeks had a telegraph system consisting of trumpets, drums, shouting, beacon fires, smoke signals, and mirrors; transmitting a form of communication to the masses. In 200 B. C. the Chinese circulated the first newspaper, the Tipao gazette, to government officials. Newsletters began circulating in Europe by 1450. Over 150 years later, in 1609, the first regularly published newspaper was circulated in Germany.

Advertising began to shape the media industry by 1631 with the first classified ads featured in a French newspaper. And, in 1833 a New York newspaper was sold for one penny, enabling this media to reach a mass market. Radio. At first there was the print, and then there was sound . . . In 1821 an English man named Wheatstone reproduced sound. However, the future of radio didnt really begin until 1890 when Branly transmitted the first radio waves in France. In 1901 the American Marconi Company, the forerunner of RCA, sent radio signals across the Atlantic.

And five years later, a program of voice and music was broadcast in the United States. In 1907 DeForest began a regular radio broadcast featuring music. In 1909 the first talk-radio format, covering womens suffrage, was broadcast. And in 1912, the United States Congress passed a law to regulate radio stations. In 1917 the first radio station, KDKA, was built; and in 1920 the first scheduled programs on KDKA were broadcast. The going rate for ten minutes of commercial airtime was $100. By 1924, the first sponsored radio program, The Eveready Hour, began.

In that same year there were two and a half million radio sets in the United States. The 1930s are characterized as the Golden Age of radio. In 1929 automobile manufacturers began installing radios in cars. In 1933 Armstrong discovered FM waves. And in 1934, the government passed the Communications Act, creating the Federal Communications Commission (FCC). In that same year, half of all American homes had at least one radio set. In 1935 A. C. Nielsen began to track radio audiences. And by 1954, radio sets outnumbered newspapers printed daily.

This signified the death of one mass medium and the creation of another. By 1996 there were about 12,000 radio stations in the U. S. , drawing millions of listeners and more than $12 billion in advertising revenue. 1996 also saw the deregulation of the mass media industry with the Telecommunications Act of 1996, thereby opening up the market for mass mergers and acquisitions and creating electronic barons. One half of all radio stations are owned by corporations that have three or more stations, and there are 1,100 fewer station owners today than before the creation of the Telecommunications Act.

Even more alarming, the top three radio operators, Chancellor Media/Capstar, CBS Radio/Infinity, and Clear Channel/Jacor, control almost 35 percent of industry revenues. Television. And then there was light . . . In 1907 a Russian named Rosing developed the theory of television. By 1928, three television sets were put in homes. And in that same year, the first scheduled broadcasts evolved in Schenectady, New York. In 1939 the New York Worlds Fair premiered the television to the public. That same year, regular television broadcasts began.

By 1941, NBC and CBS began commercial transmissions, and by 1949 network television resonated throughout America. By 1951, there were one and a half million television sets in the United States. In 1954, regular color television broadcasts began. And, in 1963 television news came of age with the broadcast and reporting of John F. Kennedys assassination. By 1965, almost all broadcasts were filmed in color, and the FCC regulated cable television. In 1968 there were 78 million televisions in American homes, and approximately 200 million sets around the globe. A new mass medium was coming of age.

Mass media began with the circulation of local newspapers, and then transformed with the discovery of radio. Today, mass media has been taken to new heights with the technological advances of the television. Some may argue that both newspapers and radio are dead, and that the only true mass medium left is television. But that too is dying. What will be the next medium? Will it be the Internet? Or digital radio? Or is it something that has yet to be created? The beginnings of mass media saw heavy regulations with the Communications Act and the Creation of the Federal Communications Commission.

Media was heavily tied into our government, into democracy. It is the only industry protected by the First Amendment to the Constitution. However, the Telecommunications Act of 1996 changed the marketplace. The goal of the new law was to let anyone enter any communications businessoto let any communications business compete in any market against any other. However, this new law did not decrease the barriers to entry. In effect, it allowed mega-mergers and acquisitions, which led to mega-corporations, and effectively raised the barriers to entry in such a way that it is almost impossible for new companies to compete.

The Telecommunications Act lifted the national restrictions on how many stations one company can own, and, ever since, the big operators have been in a feeding frenzy. Today, massive corporations control each step in the media chain, effectively and collectively owning everything from the creation of content to the redistribution of delivery. In essence, these mega-corporations are monopolies. In 1996 the TV industry saw $8. 6 billion worth of mergers and acquisitions, and radio saw $14 billion.

Would-be media barons are everywhere, including investment company Hicks, Muse, Tate & Furst, which is building a radio empire. If Chancellor were a baby, its parents would have it checked out for hormone problems. This Texas-based radio company has grown faster than a jackrabbit on hot tar since it was founded in 1993. With the approval of the Capstar merger, Chancellor Media will be the largest radio empire in the United States. Chancellor Media is a public corporation headquartered in Dallas, Texas, and has over 129 different offices across the United States.

Sales in 1998 totaled $1,273. 9 million, a 118. 8 percent growth increase from 1997. Chancellor trades on the NASDAQ as AMFM, with a 52-week low of $18. 625 and a 52-week high of $59. 375 per share. Chancellor employs approximately 5,700 full-time and 1,000 part-time individuals, up 10% from 1997 and up 192. 5% from 1996. Chancellor Media Corporation is a diversified media company with operations in radio broadcasting, outdoor advertising, and media representation.

Subsidiaries of Chancellor Media include: AMFM Radio Networks, Christal Radio Group, Eastman Radio Inc. Katz Media Group, National Cable Communications, Seltel Inc. , and Sentry Radio Sales. To date, Chancellor Media owns 125 (92 FM and 33 AM) radio stations in the top 30 markets in the United States and Puerto Rico. Chancellor owns superduopolies (clusters of four or five FM stations) in 11 of the nations 15 largest radio marketsoNew York, Los Angeles, Chicago, San Francisco, Philadelphia, Detroit, Dallas/Ft. Worth, Washington, D. C. , Houston, Puerto Rico and Phoenix and in five other large marketsoMinneapolis-St. Paul, Pittsburgh, Denver, Cleveland and Orlando.

Chancellor Medias portfolio of radio stations is geographically diversified and employs a wide variety of programming formats, including adult contemporary, contemporary hit radio, urban, jazz, country, oldies, news/talk, rock and sports. Each of Chancellors stations targets a specific demographic audience within a market, with the majority of the stations appealing primarily to 18 to 34 or 25 to 54 year old men and/or women, the demographic groups most sought after by advertisers. Chancellor is the fifth largest outdoor advertising company in the United States.

Chancellor Media owns over 42,500 billboards and outdoor displays in 38 states. Katz is a full-service media representation firm that sells national spot advertising time for its clients in the radio and television industries throughout the United States. Katz is retained on an exclusive basis by radio and television stations in over 200 designated market areas (DMAs), including at least one radio or television station in each of the 50 largest DMAs.

Katz is the exclusive representation firm for over 2,200 radio stations, including radio stations owned and operated by the company, Jacor Communications, Inc. CBS Radio, Inc. , Capstar, Cox Radio, Inc, and Heftel Broadcasting Corporation, among others. Katz is also the exclusive representation firm for over 365 television stations, including television stations owned and operated by Paramount Communications, Inc. , Hearst Argyle Television, Inc. , The E. W. Scripps Company, Clear Channel Communications, Inc. , Allbritton Communications Company, and Sinclair Broadcast Group, Inc. , among others. Evergreen Media was founded in 1988 with 6 radio stations, half of which were in the top ten markets and 90% of which were concentrated in Chicago.

In 1989, Evergreen purchased KFAC-FM (later renamed KKBT) in Los Angeles; changing the formatting from classical to urban contemporary and thereby increasing the ratings from last to first. In 1992 the FCC relaxed radio station ownership regulations to allow broadcasters to increase both the total number of radio stations they could own nationwide and the number they could own in a single market, paving the way for the advent of duopolies. Evergreen Media continued to build its presence in major markets with station acquisitions in Washington, D. C. , and San Francisco.

In 1993 Hicks, Muse, Tate & Furst along with Steven Dinetz formed Chancellor Broadcasting. 1993 proved to be a monumental year for Evergreen as well. Not only did Evergreen Media finalize its initial public offering, but they also became the first radio broadcasting company in the United States to form a duopoly. In 1994 Chancellor Broadcasting completed its first station acquisition by purchasing two stations from American media Group for $150 million. In 1995 Evergreen Media purchased Pyramid Communications for $316 million and Broadcasting Partners for $259 million, gaining a total of 23 stations. 96 also proved to be a monumental year.

The Telecommunications Act of 1996 passed, allowing for unlimited levels of national ownership and dramatically higher levels of ownership in the nations top radio markets. Also in 1996, Chancellor Broadcasting acquired 12 stations from Colfax Communications for $365 million, 8 stations from OmniAmerica Group for $178 million, and 19 stations from Shamrock Broadcasting for $395 million; these acquisitions more than doubled the size of Chancellors portfolio from 14 to 33 stations.

In the same year, Evergreen Media acquired twelve independent stations, strategically enhancing its presence in major markets. Thus, Chancellor Media Corporation was more or less created by the Telecommunications Act of 1996. In 1997, Evergreen Media and Chancellor Broadcasting merged in a transaction valued at $1. 5 billion. The new entity, Chancellor Media Corporation, was initially comprised of 99 stations in 21 markets, representing stations previously owned by Evergreen and Chancellor, stations acquired from Viacom and Gannett, and other stations acquired subsequent to the merger announcement.

Chancellor media emerged as the nations largest pure radio company with stations in each of the countrys top ten radio markets and superduopolies in nine. Citing the increasing importance of national advertising to radio, Evergreen Media and Chancellor Broadcasting jointly agreed to purchase Katz Media for $373 million. Katz is the only full-service media representation firm in the United States with leading market shares across multiple types of electronic media. 98 proved to be a year of growth for Chancellor.

Chancellor launched AMFM Radio Networks, which broadcasts advertising and syndicated programming to a national audience of approximately 66 million listeners. AMFM controls syndications such as American Top 40 with Casey Kasem, Rockline, The Dave Koz Show, The Bob and Tom Morning Show, and special events such as the Kentucky Derby. Chancellor also acquired representation firms, outdoor groups, network television stations, and radio conglomerates in 1998.

The acquisition of Petry Media, a spot television rep firm that owns subsidiaries Petry Television, Blair Television, and Fox Television Sales, enhanced Chancellors television representation portfolio. The acquisition of Martin Media and Whiteco Outdoor Advertising, made Chancellor the nations fifth largest outdoor advertising company with over 42,500 display faces in 38 states. The acquisition of LIN Television, a promising company owning eight network-affiliated stations, brought Chancellor into a new medium.

And, the acquisition of Primedia Broadcast Group, Puerto Ricos premiere radio broadcaster, six Cleveland radio stations, and Capstar Broadcasting, the nations leading broadcaster in medium-sized markets, launched Chancellor to the top of the radio charts. Chancellor was, and is now, the largest radio conglomerate, ranking first nationally in revenue, broadcast cash flow, and station count and listenership. The Spring 1998 Arbitron survey reaffirmed Chancellor as the most successful radio broadcasting company in America.

These acquisitions required Chancellor to create three primary operating divisions, an outdoor group, a television group, and a radio group. The core purpose of Chancellor Media is not unlike that of any other public institutionoto maximize shareholder value. Chancellor intends to achieve this through a number of strategies. Chancellors overall company strategy is to create a leading diversified media company with a significant overlapping presence in radio and outdoor advertising markets.

Chancellor Media aims to:  (1) build a diversified portfolio of media assets in order to deliver more options and greater value to its clients, (2) integrate station cluster groups in order to reduce expenses and maximize cash flow in each market, (3) maximize operating performance through market research, programming, and marketing campaigns, (4) expand its national radio network, AMFM, (5) create a leading national representation firm, and (6) increase its market share and improve its national sales effort.

Chancellor Media offers competitively priced media packages that combine advertising airtime with billboard spaceocreating growth opportunities and synergies through cross selling, cross promotion, and cost savings. Chancellors goal is to market and sell their radio airtime with their billboard space, thereby using economies of scale to create increased value for their customers and shareholders alike. Chancellor also uses its outdoor division to promote its own radio stations in markets where billboards are present. Chancellor Media competes not only for audience and advertiser dollars, but for acquisition opportunities as well.

In radio, popular program formats and on-air talent lure a strong listener base. Increased listeners drive up ratings, which in turn, appeal to advertisers. Ratings are measured by multiplying the share (percent of homes listening to a particular radio station) by the PUR (persons in the market who listen to, or use, the radio). A rating signifies the number of people in a designated market area (DMA) that are listening to a particular radio station. Success in drawing a large share of advertising dollars is dependent upon attracting a strong listener base.

Chancellor competes for advertiser dollars in each of its markets with other radio stations and outdoor groups, as well as broadcast and cable television, newspapers, magazines, and direct mail. Chancellors outdoor advertising, not unlike the radio group, competes with other outdoor groups, as well as with other forms of mass mediums. Chancellors outdoor group competes on location, price, and availability of service. Ultimately, the success of a billboard is determined by the number of impressions it delivers. An impression is measured by the number of people in a DMA that actually see the billboard.

The number of impressions a billboard delivers is directly correlated to its advertising appeal. Media representation firms compete to gain client stations and sell airtime to advertisers. Chancellor competes with other independent and network media rep firms, direct national advertising, and competes on behalf of its clients with other media. Chancellor owns most of its competitors, such as Seltel, Petry, and Blair Television. Its only significant competitor is Interep National Radio Sales. The overall success of Chancellor Media Corporation is dependent upon ratings, impressions, and share of advertising dollars within the market.

Increased ad dollars leads to increased revenues. Assuming all else equal, increased revenues generate increased profits. This can then be used to increase the overall business through acquisition opportunities, thereby creating a large cyclical effect. Chancellor Media is also subject to competition from new media technologies such as, the delivery of audio programming by cable television systems, direct broadcast satellite (DBS) systems, the Internet, personal communications services and other digital audio broadcasting formats.

Hicks, Muse, Tate & Furst is a leveraged buyout firm building a media empire. Hicks, Muse assembles limited partnership investment pools and targets companies in specific niches that can form a nucleus for other investments. Thomas O. Hicks is the chairman and CEO of Hicks, Muse, Tate & Furst as well as the chairman and CEO of Chancellor Media Corporation. Hicks, Muse, et. al. owns 17 percent of Chancellor Media, along with 69 percent of Capstar and 80 percent of LIN Television.

In addition to its media holdings, Hicks, Muse, et. al. ns Berg Electronics, International Home Foods, Stratford Capital Partners, Olympus Real Estate, and Donaldson, Lufkin & Jenrette. International Home Foods nationally known products include Chef Boyardee pastas and Bumble Bee seafood, Libbys canned meat products, Polaner fruit spread, Guldens mustard, and PAM cooking spray. The company also sells southwestern cuisine canned foods (Ro*Tel tomatoes, Dennisons chili, and Ranch Style beans) and snack foods (Crunch n Munch and Jiffy Pop). Tom Hicks also owns the Dallas Stars NHL Team and the Texas Rangers MLB Team.

Mr. Hicks serves as a director of Capstar, LIN Holdings Corp. , LIN Television Corporation, Sybron International Corporation, Inc. , Cooperative Computing Inc. , International Home Foods, Triton Energy, D. A. C. Vision Inc. , and Olympus Real Estate Corporation. R. Steven Hicks, the brother of Tom Hicks, is the Vice Chairman of Chancellor Media Corporation, and the President and CEO of Chancellor Media Services Group, as well as the President, CEO, and director of Capstar Broadcasting. Steven Hicks founded Capstar in 1996.

Between the Hicks brothers, they own everything from consumer food products to multiple steps in the media chain. They own the creation of content or message (the Dallas Stars and Texas Rangers), the production of the message (LIN Holdings Corp. ), the delivery of the message  (Katz), and the distribution and redistribution of delivery (LIN Television, Chancellor, and Capstar). Tom and Steven Hicks control the means of production and are a virtual monopoly. On July 7, 1998, Chancellor announced that it would buy LIN Television for $902 million in stock.

The acquisition of LIN Television marks our entry into television broadcasting, a business complementary to our broad radio platform, said Jeffery Marcus, [former] president of Chancellor. However, in July of 1998, a stockholder derivative action was commenced in the Delaware Court of Chancery by a stockholder purporting to act on behalf of Chancellor. The defendants in the case were Hicks, Muse, Tate & Furst Incorporated, LIN Television, and a few of Chancellors directors. The plaintiff alleged that Hicks, Muse, Tate & Furst inflated the price Chancellor was to pay for the merger because they, themselves, had overpaid when acquiring LIN.

Thus, the merger allegedly constituted a breach of fiduciary duty and a waste of corporate assets by Hicks, Muse, Tate & Furst, which allegedly controls Chancellor, and the directors of Chancellor named as defendants. The plaintiff, defendants, and Chancellor reached a settlement; on March 15, 1999; the Boards of Directors of both Chancellor and LIN decided to terminate the merger. From the announcement of the merger to the settlement of the suit, many interesting transformations shaped the executive branch of Chancellor. Beware the Ides of March.

March 15 proved to be the fall for some executive members of Chancellor. Jeffrey A. Marcus, former President and CEO, Thomas P. McMillin, former CFO, Eric C. Neuman, former Senior Vice President-Strategic Development, and Richard A. B. Gleiner, former General Counsel, all resigned from their executive positions with Chancellor effective March 15, 1999. On that same fateful day, Thomas O. Hicks, the CEO of Hicks, Muse, Tate & Furst, was elected President and CEO of Chancellor Media Corporation; James E. de Castro was appointed as President and CEO of the newly created Chancellor Radio and Outdoor Group; and R. Steven Hicks, the current President and CEO of Capstar, was appointed as President and CEO of the newly created Chancellor Media Services Group.

On August 26, 1998, Chancellor Media and Capstar Broadcasting entered into an agreement to merge in a stock-for-stock transaction that will create the nations largest radio broadcasting entity. Chancellor will acquire Capstar in a merger of Capstar into a wholly owned subsidiary of Chancellor Media. The combined company will have 463 radio stations in 105 markets as well as interests in television, billboards and ad sales.

This merger is subject to stockholder approval, and will be voted on July 13, 1999. Due to the FCCs Telecommunications Act of 1996, which relaxed cross ownership and duopoly restrictions, radio groups across the United States have either merged with or been bought out by larger corporations. All of these mergers and acquisitions come with the hope of higher profits and larger returns. The thought being that larger station groups can not only cut costs by consolidating operations, but can increase revenues by creating a larger listener base that will attract higher shares of advertising dollars.

The merger received approval by the Federal Trade Commission under the Hart-Scott-Rodino Anti-Trust Act on June 9, 1999. However, not unlike the LIN agreement, this merger is also under scrutiny from stockholders. In September 1998, a stockholder class action complaint was filed in the Delaware Court of Chancery by a stockholder purporting to act individually and on behalf of all other persons, other than defendants, who own securities of Chancellor and are similarly situated.

The defendants named in this case are Chancellor Media, Hicks, Muse, Tate & Furst, Thomas O. Hicks, Jeffrey A. Marcus, James E. de Castro, Eric C. Neuman, Lawrence D. Stuart, Jr. , Steven Dinetz, Thomas J. Hodson, Perry Lewis, John H. Massey, and Vernon E. Jordan, Jr. The plaintiff alleges breach of fiduciary duties, gross mismanagement, gross negligence or recklessness, and other matters relating to the defendants actions in connection with the proposed Capstar merger. This lawsuit is ongoing, and Chancellor intends to contest these allegations. It will be interesting to see if this suit also ends with a settlement agreement to terminate the proposed merger.

In 1998 Chancellor Media entered the outdoor advertising business with the acquisition of Martin Media L. P. and Whiteco Industries, Inc. for $610 million and $930 million respectively. These acquisitions launched Chancellor into the number five spot in the outdoor market, owning over 42,500 billboards and outdoor displays in 38 states. However on June 1, 1999, due to management issues, Chancellor struck a deal to sell its outdoor business for $1. 6 billion in stock and cash to Lamar Advertising. In return, Chancellor will receive a 30 percent stake in Lamar.

The sale comes just months after Chancellor cancelled a consolidation with LIN Television. Hicks said that because Jim McLaughlin, president of the outdoor group, has elected not to stay with the company for very long, its been difficult to consolidate its billboard holdings. This sale will enable Chancellor to redirect its attention to its current and prospective radio holdings. CEO, Tom Hicks stated The agreement enables Chancellors senior operating management team to focus on our industry-leading radio station portfolio.

On May 19, 1999, Chancellor Media announced that it will change its name to AMFM, Inc. subject to shareholder approval. Chancellor has formed three new business untis: AMFM Interactive, Inc. (AMFMi), AMFM. com and AMFM Equities, which are intended to position AMFMs E-commerce web sites as highly trafficked Internet destinations, stream online broadcasts of AMFMs on-air programming and other media, and promote emerging Internet and new media concerns. Chancellor intends on benefiting from the perceived loyalty of their 66 million listeners.

Steven Hicks commented AMFM is redefining radio as a feedback-driven, user-controlled, value-sharing medium. The visual, interactive capabilities of the Internet will close the loop with radio audiences, transforming loyal but largely anonymous listeners into active members of communities and e-commerce buying clubs. AMFM. coms revenue will mostly come from audio and video commercials and sponsorships, along with the sale of video conferencing and other Webcasting business services to a variety of media and corporate clients.

Chancellor says itll exchange radio advertising inventory and promotional sponsorships for stakes in promising companies whose value can be materially enhanced by its marketing efforts. In essence, Chancellor intends to trade advertising space for shares in promising Internet companies. Radio as a source of advertising is alive and well, however, radio as a medium for news is rapidly dying. As defined by Charles Davis, mass media is a product containing news delivered to a zoned or regionalized audience. The key word in this definition is news.

But what is news? Webster defines it as new information about anything; information previously unknown. So then can music or advertisements be news? Perhaps a more precise, societal definition would be more suitable. Certain factors, not mentioned in the above definition, are imperative characteristics of news. Factors such as conflict, closeness to home, prominence, numbers, information, and educational significance depict a more detailed description of news. Radio news is virtually dead. It has been killed by the Telecommunication Act of 1996.

For news to be profitable and to flourish as an independent entity, it must be competitive. The Telecommunications Act, striped radio news of its competition. The days of locally owned radio stations are long gone. Right before our very eyes radio stations are being bought up by mega media corporations, such as Chancellor Media, and with these mergers come virtual monopolies. No longer are the owners concerned with producing quality programming that entertains and informs consumers, but owners are now corporations concerned with the bottom line, the almighty dollar.

With decreased competition and the desire to please shareholders, stations are being consolidated to save costs. News production is the number one expense of radio stations, and media moguls are cutting local news to cut expenses. News departments are being replaced with a top-of-the-hour generic broadcast with no local ties. Media interest is shifting from Libertarian view points, that of news being the fourth state, to intense corporate interest of the bottom line. Radio stations are moving from self-interest to investor interest. It is no longer how many listeners you have, but how many ad dollars can you pull.

These mega corporations are overwrought with debt. Chancellor alone is $6. 4 billion in debt. To decrease this debt, media corporations must increase revenues and reduce expenses. This prompts these mega companies to acquire more to increase revenues and reduce expenses through consolidation. However, media acquisitions are grossly over priced. Stockholders took Chancellor to court because of inflated acquisition prices. These costly acquisitions to reduce debt create a viscous cycle of more debt. This mentality is fueling the consolidation of media companies.

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