CAPSTAR BROADCASTING PARTNERS INC, 10-K, 1999-03-31

CAPSTAR BROADCASTING PARTNERS INC
10-K, 1999-03-31
RADIO BROADCASTING STATIONS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 333-25683

CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 75-2672663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 CONGRESS AVENUE
SUITE 1400
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
</TABLE>

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Registrants' telephone number, including area code: (512) 340-7800

Securities registered pursuant to Section 12(b) of the Act:

NONE
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

NONE
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 1, 1999, 279,632,180 shares of common stock, par value $0.01
per share ("Partners Common Stock"), of the Registrant were outstanding. There
is no public market for the Partners Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

No Documents are incorporated by reference into Parts I, II or III.
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TABLE OF CONTENTS
FORM 10-K

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PAGE NO.
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PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 36
Item 3. Legal Proceedings........................................... 37
Item 4. Submission of Matters to a Vote of Security Holders......... 38

PART II
Item 5. Market for Registrants' Common Equity and Related
Stockholder Matters....................................... 39
Item 6. Selected Historical Financial Data.......................... 39
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 44
Item 7A. Quantitative and Qualitative Disclosure about Market Risk... 51
Item 8. Financial Statements and Supplementary Data................. 52
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.................................. 52

PART III
Item 10. Directors and Executive Officers of the Registrant.......... 53
Item 11. Executive Compensation...................................... 54
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 62
Item 13. Certain Relationships and Related Transactions.............. 64

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K....................................................... 71
</TABLE>

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GLOSSARY OF CERTAIN TERMS

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PAGE
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<S> <C>
9 1/4% Capstar Radio Notes.................................. 47
10 3/4% CCI Notes........................................... 48
11 3/8% CCI Notes........................................... 48
12% Capstar Partners Preferred Stock........................ 47
12 3/4% Capstar Partners Notes.............................. 47
13 1/4% Capstar Radio Notes................................. 45
Affiliate Stockholders...................................... 69
Capstar Broadcasting........................................ 3
Capstar Broadcasting Monitoring and Oversight Agreement..... 67
Capstar Broadcasting Financial Advisory Agreement........... 68
Capstar Communications...................................... 3
Capstar L.P................................................. 63
Capstar Partners Monitoring and Oversight Agreement......... 68
Capstar Partners Financial Advisory Agreement............... 69
Capstar Radio............................................... 3
CCI Series E Preferred Stock................................ 47
Chancellor Exchange Stations................................ 65
Chancellor Media............................................ 6
Class A Common Stock........................................ 13
Class B Common Stock........................................ 13
Class C Common Stock........................................ 13
Code........................................................ 58
Common Stock................................................ 13
Continuing Directors........................................ 61
DAB......................................................... 29
DARS........................................................ 29
Deferral Election........................................... 66
DOJ......................................................... 30
FCC......................................................... 6
Fund III Inc................................................ 63
FTC......................................................... 30
GAAP........................................................ 39
Hicks Muse.................................................. 3
Hicks Muse Parties.......................................... 63
Hicks Muse Partners......................................... 67
HM3/Capstar................................................. 63
HSR Act..................................................... 31
JSA......................................................... 6
LMA......................................................... 6
Named Executive Officers.................................... 55
Non-Exchange Acquisition.................................... 67
Partners Common Stock.........................................cover
Stockholders................................................ 14
Stock Option Plan........................................... 55
Warrants.................................................... 61
</TABLE>

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PART I

ITEM 1. BUSINESS

As used in this Annual Report on Form 10-K, unless the context otherwise
requires, (i) "Capstar Partners" refers to Capstar Broadcasting Partners, Inc.
and its subsidiaries, (ii) "Capstar Broadcasting" refers to Capstar Broadcasting
Corporation, the parent company of Capstar Partners, (iii) "Capstar Radio"
refers to Capstar Radio Broadcasting Partners, Inc., a direct subsidiary of
Capstar Partners and (iv) "Capstar Communication" refers to Capstar
Communications, Inc., an indirect subsidiary of Capstar Radio.

GENERAL

Capstar Partners is the largest radio broadcaster in the United States
operating primarily in mid-sized markets based on number of stations and based
on 1998 revenue. Since its first acquisition in October 1996, Capstar Partners
has assembled a nationwide portfolio of 309 owned and operated stations and 8
programmed stations in 76 markets. Upon completion of its pending transactions,
Capstar Partners will own and operate or program 340 stations in 81 markets
located throughout the United States. This portfolio includes clusters of four
or more stations in 50 markets and comprises the leading station group, in terms
of revenue share and/or audience share, in 49 markets.

R. Steven Hicks, an executive with over 30 years of experience in the radio
broadcasting industry, and Hicks, Muse, Tate & Furst Incorporated, a
Dallas-based private equity firm ("Hicks Muse"), formed Capstar Broadcasting to
capitalize on the consolidation opportunities produced by the Telecommunications
Act of 1996. R. Steven Hicks and Hicks Muse recognized that the Telecom Act
created a unique opportunity to consolidate stations in mid-sized markets and,
accordingly, created a company that was designed specifically to address this
market opportunity. Because the Telecom Act enabled operators in mid-sized
markets for the first time to form clusters of four or more stations in
individual markets, R. Steven Hicks and Hicks Muse believed that Capstar
Broadcasting could achieve the economies of scale necessary to support an
investment in higher quality managers, programming and systems in these markets.
The creation of sizable operations has allowed Capstar Partners to upgrade its
stations' programming, sales, promotions, engineering and administrative
operations to standards previously seen only in larger markets. Management
believes that this has positioned Capstar Partners to generate revenue growth in
these markets in excess of historical growth rates, to increase its audience and
revenue shares within these markets and, by capitalizing on economies of scale,
to achieve increases in its broadcast cash flow growth rates and margins.

Capstar Partners' large national portfolio of 340 stations has created
significant revenue and cash flow growth opportunities previously unavailable to
mid-sized market operators. For example, Capstar Partners is utilizing
innovative computer networking technology to distribute high quality programming
created in centralized locations to selected stations throughout the country,
while maintaining the local character of each broadcast. This has allowed
management to reduce staffing and programming costs while substantially
increasing the quality of programming. In addition, Capstar Partners' national
audience of approximately 18 million listeners per week, one of the largest
national audiences among radio broadcasters, has created an opportunity for
national, network and regional advertisers to easily reach listeners in
mid-sized markets. Furthermore, management believes that Capstar Partners'
well-developed infrastructure allows it to efficiently acquire and integrate
additional stations.

Because Capstar Partners has assembled its portfolio of 340 stations in 81
markets over the past two and a half years, management considers over 20 markets
to be underdeveloped with the potential for additional growth as Capstar
Partners continues to capitalize on the opportunities created by industry
deregulation and the implementation of its acquisition strategy.

STATION PORTFOLIO

To effectively and efficiently manage its station portfolio, Capstar
Partners has developed a flexible operating structure designed to manage a large
and growing number of radio stations throughout the United

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States. The station portfolio is operationally organized into six regions:
Atlantic Star (the Northeast Region), Southern Star (the Southeast Region),
Pacific Star (the West Region), GulfStar (the Southwest Region), Central Star
(the Midwest Region) and Sea Star (the Southeast Atlantic Region), each of which
is managed by regional executives in conjunction with general managers in each
market.

The following table sets forth certain information regarding Capstar
Partners' station portfolio, assuming consummation of its pending acquisitions
and dispositions:

<TABLE>
<CAPTION>
NUMBER OF COMPANY COMPANY
METROPOLITAN STATIONS REVENUE AUDIENCE
STATISTICAL AREA ----------- SHARE SHARE
MARKET(1) RANK(2) FM AM RANK(2) RANK(2)
--------- ---------------- --- --- ------- --------
<S> <C> <C> <C> <C> <C>
ATLANTIC STAR (NORTHEAST REGION)
Providence, RI.............................. 32 2 1 2 2
Hartford, CT................................ 45 4 1 2 2
Albany-Schenectady-Troy, NY................. 59 4 2 1 2
Allentown-Bethlehem, PA..................... 67 2 2 1 1
Wilmington, DE.............................. 75 2 2 3 3
Harrisburg-Lebanon-Carlisle, PA............. 76 3 1 1 2
Springfield, MA............................. 80 2 1 1 3
New Haven, CT(4)............................ 101 2 -- 1 1
Fairfield County, CT(3)..................... 108 2 2 2 4
Worcester, MA............................... 112 1 1 1 1
Portsmouth-Dover-Rochester, NH.............. 117 4 3 1 1
Huntington, WV-Ashland, KY(4)............... 143 5 5 1 1
Manchester, NH.............................. 185 1 1 2 2
Frederick, MD............................... 200 1 1 1 1
Winchester, VA.............................. 218 2 1 1 1
Wheeling, WV(4)............................. 220 5 2 1 1
Burlington, VT(4)........................... 223 3 1 1 2
--- --
Subtotal.......................... 45 27
SOUTHERN STAR (SOUTHEAST REGION)
Jacksonville, FL............................ 52 4 2 1 1
Birmingham, AL(4)........................... 56 4 1 2 2
Greenville, SC.............................. 58 3 1 1 2
Columbia, SC................................ 88 4 2 1 1
Melbourne-Titusville-Cocoa, FL.............. 95 3 2 1 1
Huntsville, AL.............................. 115 4 2 1 1
Ft. Pierce-Stuart-Vero Beach, FL............ 118 4 1 1 1
Montgomery, AL.............................. 141 3 -- 2 2
Savannah, GA................................ 153 4 2 1 1
Asheville, NC............................... 179 1 1 1 1
Tuscaloosa, AL.............................. 214 3 1 1 1
Gadsden, AL................................. NA 1 1 NA NA
--- --
Subtotal.......................... 38 16
PACIFIC STAR (WEST REGION)
Honolulu, HI................................ 60 4 3 1 1
Tucson, AZ.................................. 61 2 2 1 2
Fresno, CA.................................. 65 6 3 2 2
Modesto-Stockton, CA(3)..................... 85 3 2 2 3
Spokane, WA................................. 87 4 2 1 2
Colorado Springs, CO........................ 93 2 -- 2 2
Anchorage, AK............................... 171 4 2 1 1
</TABLE>

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<TABLE>
<CAPTION>
NUMBER OF COMPANY COMPANY
METROPOLITAN STATIONS REVENUE AUDIENCE
STATISTICAL AREA ----------- SHARE SHARE
MARKET(1) RANK(2) FM AM RANK(2) RANK(2)
--------- ---------------- --- --- ------- --------
<S> <C> <C> <C> <C> <C>
Richland-Kinnewick-Pasco, WA................ 207 4 2 2 1
Fairbanks, AK............................... NA 3 1 NA NA
Farmington, NM.............................. NA 3 1 NA NA
Yuma, AZ.................................... NA 2 1 NA NA
--- --
37 19
GULFSTAR (SOUTHWEST REGION)
Austin, TX(4)............................... 49 3 1 2 2
Baton Rouge, LA............................. 82 3 3 1 2
Corpus Christi, TX.......................... 128 4 2 1 1
Shreveport, LA.............................. 129 2 1 1 3
Beaumont, TX................................ 130 3 1 1 1
Tyler-Longview, TX.......................... 140 4 1 1 1
Killeen, TX(4).............................. 149 2 -- 1 1
Lubbock, TX................................. 175 4 2 1 1
Midland, TX................................. 176 3 -- 2 2
Amarillo, TX................................ 188 3 1 3 2
Waco, TX.................................... 191 4 1 1 1
Alexandria, LA.............................. 202 3 1 1 1
Texarkana, TX............................... 242 3 1 1 1
Lufkin, TX.................................. NA 3 1 NA NA
Victoria, TX................................ NA 2 -- NA NA
--- --
Subtotal.......................... 46 16
CENTRAL STAR (MIDWEST REGION)
Milwaukee, WI............................... 31 1 1 4 5
Grand Rapids, MI............................ 66 3 1 2 3
Omaha, NE................................... 72 3 1 2 2
Wichita, KS................................. 89 4 -- 1 2
Des Moines, IA.............................. 90 2 1 4 4
Madison, WI................................. 120 4 2 1 1
Fayetteville, AR............................ 156 4 -- 1 1
Ft. Smith, AR............................... 170 2 1 1 1
Lincoln, NE................................. 172 4 -- 1 2
Springfield, IL............................. 194 2 1 3 3
Cedar Rapids, IA............................ 201 3 -- 2 2
Battle Creek-Kalamazoo, MI.................. 235 2 2 1 1
Lawton, OK.................................. 251 2 -- 1 1
Ogallala, NE................................ NA 2 1 NA NA
--- --
Subtotal............................. 38 11
SEA STAR (SOUTHEAST ATLANTIC REGION)
Charlotte, NC............................... 37 3 -- 2 2
Indianapolis, IN............................ 38 2 1 2 3
Greensboro, NC.............................. 42 2 1 3 3
Nashville, TN............................... 44 4 1 1 1
Raleigh, NC................................. 48 4 -- 1 1
Richmond, VA(4)............................. 57 4 1 2 2
Roanoke-Lynchburg, VA....................... 105 7 2 1 1
Jackson, MS................................. 119 4 1 1 2
Pensacola, FL............................... 121 3 -- 1 1
</TABLE>

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NA Information not available.

t Tied with another radio station group.

(1) Actual city of license may be different from metropolitan market served.
Market may be different from market definition used under Federal
Communications Commission ("FCC") multiple ownership rules.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro, Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenue figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share rank based on average quarter hour estimates for the last available
reporting period ending Fall 1998 for the demographic of persons ages 12+,
listening Monday through Sunday, 6 a.m. to midnight. To account for
listeners lost to other nearby markets, a radio station's "local" audience
share is derived by comparing the radio station's average quarter hour share
to the total average quarter hour share for all stations whose signals are
heard within the metropolitan statistical area, excluding audience share for
listeners who listen to stations whose signals originate outside the
metropolitan statistical area.

(3) Fairfield County, Connecticut is not a custom survey area as defined by BIA
Research -- Media Access Pro, Version 2.5 Radio Analysis Database (current
as of February 24, 1999). The custom survey area includes the BIA
Research -- Media Access Pro, Version 2.5 Radio Analysis Database (current
as of February 24, 1999) markets of Bridgeport, Stamford-Norwalk and
Danbury, Connecticut with market rankings of 108, 138 and 189, respectively.
Metropolitan Statistical Area Rank is listed for the Bridgeport market only.
The combined rank for the custom survey area has not been estimated.
Modesto-Stockton, California is not a custom survey area as defined by BIA
Research - Media Access Pro, Version 2.5 Radio Analysis Database (current as
of February 24, 1999). The custom survey area includes the BIA Research
-- Media Access Pro, Version 2.5 Radio Analysis Database (current as of
February 24, 1999) markets of Modesto and Stockton, California with market
ratings of 85 and 122, respectively. Metropolitan Statistical Area Rank is
listed for the Stockton market only. The combined rank for the custom survey
area has not been estimated.

(4) Capstar Partners provides certain sales and marketing services under joint
sales agreements ("JSA") to stations WEEL-FM in Wheeling, West Virginia,
WYBC-FM in New Haven, Connecticut and KLFX-FM in Killeen, TX and pending
consummation of an acquisition to station KFMK-FM in Austin, Texas. Capstar
Broadcasting provides under local marketing agreements ("LMAs") certain
sales, programming and marketing services to stations WHRD-AM in Huntington,
West Virginia, WLEE-AM in Richmond, Virginia and WEAV-AM in Burlington,
Vermont and pending consummation of an acquisition to station WENN-FM in
Birmingham, Alabama. The chart includes these stations.

(5) The table does not include the following:

- the stations subject to LMAs with Chancellor Media Corporation
("Chancellor Media"). See "Item 13. Certain Relationships and Related
Transactions -- Chancellor Related Transactions -- Chancellor Exchange
Agreement;"

- KTOF-AM in Cedar Rapids, Iowa and KZRX-AM in Jackson, Mississippi, which
are operated by third parties pursuant to LMAs;

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- stations that Capstar Partners has under contract to acquire in regard to
certain acquisitions, which may not be completed due to regulatory
reasons. See "-- The Transactions" and "-- Federal Regulation of Radio
Broadcasting -- Federal Antitrust Laws;" and

- five stations in Wichita, Kansas (four of which are owned by Triathlon
and one of which is owned by Capstar Partners) which Capstar Radio will
be required to sell in order to consummate the acquisition of Triathlon
Broadcasting Company. See "-- The Transactions -- Pending
Transactions --Triathlon Acquisition."

OPERATING STRATEGY

Capstar Partners' primary goals are to achieve revenue growth rates at its
stations that are significantly in excess of historical growth rates achieved in
comparable markets and to increase its operating margins at these stations at
growth rates which exceed the average operating margin growth rates being
achieved in large markets. Key elements of its operating strategy are as
follows:

Enhance Revenue Growth through Multiple Station Ownership. The ownership of
multiple stations in a market allows Capstar Partners to coordinate its
programming to appeal to a broad spectrum of listeners. Station clusters provide
one-stop shopping to advertisers attempting to reach a wide range of demographic
groups. Management believes that simplifying the buying of advertising time for
customers encourages increased advertiser usage, which enhances Capstar
Partners' revenue generating potential. Management also believes that this
simplified buying process is particularly effective outside the largest markets
because advertisers in smaller markets typically perform more functions in the
buying process for themselves, as opposed to outsourcing these functions to
advertising firms or other vendors. By offering broad demographic coverage,
Capstar Partners also competes more effectively against alternative media, such
as newspaper, television, and outdoor advertising, thus potentially increasing
radio's share of the total advertising dollars spent in a given market.

Capstar Partners believes that multiple station ownership allows it to more
effectively pursue national, network and regional advertisers, a source of
revenues which was previously limited in mid-sized markets. For example, Capstar
Partners' participation in The AMFM Radio Networks, a national radio network
owned by Chancellor Media, illustrates Capstar Partners' ability to attract new
sources of network revenues to its stations as a result of its large audience
reach.

Utilize Sophisticated Revenue Generating Techniques. Following the
acquisition of a station or station group, Capstar Partners implements
sophisticated techniques such as advertising inventory management systems and
centralized sales training programs to allow such stations to serve their
advertising clients better and to compete more effectively with other media.
Historically, inventory management systems have been very labor intensive.
Capstar Partners has designed and created a state-of-the-art advertising
inventory management system known as Galaxy(TM). The Galaxy(TM) system is
similar to the SABRE(TM) airline reservation system. It is an online,
demand-based, centralized purchasing system that will allow advertisers to
determine the availability of inventory, or available advertising time slots,
and the current advertising rates. The Galaxy(TM) system will simplify the
purchasing process, which is a very important factor in mid-sized markets where
very little advertising is outsourced to media buyers. The Galaxy(TM) system
will keep up-to-the-minute tallies on available inventory, or advertising time
slots, which will enable Capstar Partners to maximize advertising rates. Capstar
Partners began installation of the Galaxy(TM) system in March 1999 and is
scheduled to complete installation at substantially all of its stations by
December 1, 1999. Capstar Partners is designing an enhancement to the Galaxy(TM)
system which, when completed, will integrate the advertising inventory
management systems of all of its stations, providing up-to-the-minute
information on available advertising time slots at all of Capstar Partners'
stations and permitting advertisers, with a single phone call, to buy
advertising time from any combination of Capstar Partners' stations and in any
market in which Capstar Partners operates. Management believes that the
enhancement will be completed and implemented sometime during 2000.

Capstar Partners has created Star Performance Group to improve the business
performance of Capstar Partners' stations by improving human performance. Star
Performance Group creates and provides custom-
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ized training and development programs for Capstar Partners' employees in the
areas of sales, marketing and management. Capstar Partners also utilizes
in-depth music research studies to improve the quality of the programming and
its responsiveness to the local market. Management believes that many single
station or single market operators cannot justify the costs associated with
utilizing these management techniques.

Use Innovative Computer Technology to Enhance Programming. Capstar Partners
is an industry leader in using computer network technology to deliver high
quality programming. Capstar Partners' StarSystem(TM), a company-owned
programming distribution network, is designed to broadcast quality programming
from its two centralized locations in Austin, Texas and Ft. Lauderdale, Florida
to selected stations. With this system, a single radio personality is able to
introduce programming in multiple markets by digitally transferring customized
introductions for each local market and inserting them into the playlist via a
wide area computer network. StarSystem(TM) enables Capstar Partners to make high
quality on-air talent available on a cost-effective basis in markets that
previously could not afford that level of programming while still maintaining a
station's local identity. Management believes that in addition to the cost
reductions associated with StarSystem(TM), this system provides a competitive
advantage by allowing management to implement format changes quickly and to
integrate newly acquired stations and clusters more efficiently. As of March 1,
1999, Capstar Partners has installed this digital technology at 249 stations at
a one time cost of approximately $43,000 per station, which has resulted in
average cost reductions of approximately $44,000 at each such station on an
annualized basis. Capstar Partners intends to expand its StarSystem(TM) to the
remaining stations by June 30, 1999, and plans to develop additional
regionalized programming centers during 1999 to continue its expansion of
StarSystem(TM).

Create Low Cost Operating Structure. Management believes that it has
created a low cost operating structure in mid-sized markets due to the following
reasons:

- Capstar Partners is less reliant on expensive on-air celebrities and
costly advertising and promotional campaigns to capture listeners because
stations in mid-sized markets typically have less direct format
competition;

- the ownership of multiple stations within a market allows Capstar
Partners to achieve substantial cost savings through the consolidation of
facilities, management, sales and administrative personnel and operating
resources (such as on-air talent, programming and music research); and

- Capstar Partners, as a result of its large station portfolio, combined
with the consolidated purchasing power of other companies affiliated with
Hicks Muse, has realized volume discounts in such areas as national
representation commissions, employee benefits, casualty insurance
premiums and other operating expenses.

Capitalize on Extensive Regional Management Experience. Each of Capstar
Partners' regional presidents and chief executive officers has extensive
industry experience, having served as a senior executive and/or owner of, or
consultant to, one or more substantial station groups in mid-sized to large
markets. Capstar Partners has capitalized on this experience by designing a
regional organizational structure to manage its station portfolio effectively
and to accommodate future in-market or station group acquisitions. Each regional
operating executive reports directly to Capstar Partners' chief operating
officers. Capstar Partners believes that each of its regional executives
possesses considerable knowledge of its region's other radio broadcasters and
is, therefore, well situated to identify strategic acquisition candidates.

ACQUISITION STRATEGY

Capstar Partners has historically been the leading consolidator of radio
stations in mid-sized markets throughout the United States. Management has
achieved this position using an acquisition strategy that it believes allows
Capstar Partners to develop radio station clusters at reasonable prices. Capstar
Broadcasting first seeks to enter attractive new mid-sized markets by acquiring
a leading station (or a group that owns a leading station). Capstar Partners
then uses the initial acquisition as a platform to acquire additional stations.
Management believes that by leveraging its existing infrastructure, knowledge of
and relationships with advertisers and substantial experience it can improve the
operating performance and financial results of acquired stations. From time to
time, Capstar Partners may acquire station groups or companies with one or
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more stations in large or small markets. Although Capstar Partners' primary
acquisition strategy is to acquire and operate stations in mid-sized markets,
Capstar Partners may in the future retain and operate such large or small market
stations. Any acquisitions made by Capstar Partners may be for cash, debt,
property or capital stock or stock equivalents of Capstar Partners or some
combination thereof. From time to time, management anticipates that it also may
have opportunities to purchase radio stations outside of the United States and
may pursue such opportunities. In addition, management from time to time also
evaluates other acquisition opportunities in media related businesses,
particularly businesses with significant after tax cash flow generating
potential, that it believes would complement Capstar Partners' radio
broadcasting business.

THE TRANSACTIONS

Completed Transactions

Since January 1, 1998, Capstar Partners has completed the following
acquisitions and dispositions of radio stations:

<TABLE>
<CAPTION>
STATIONS
ACQUIRED/
DISPOSED OF
DATE PURCHASE/SALE ------------
CLOSED PRICE (1) FM AM REGION
------ --------------- --- --- ------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
ACQUISITIONS
Knight Radio, Inc. and
Affiliates............ January 1998 $ 66.2 5 3 Atlantic Star
Quass Broadcasting
Company............... January 1998 16.3 2 1 Central Star
East Penn Broadcasting,
Inc. ................. January 1998 2.0 -- 1 Atlantic Star
Patterson Broadcasting,
Inc. ................. January 1988 227.2 25 14 AS/SoS/GS/CS/PS
Commonwealth
Broadcasting of
Arizona, L.L.C. ...... February 1998 5.5 2 1 Pacific Star
Brantly Broadcast
Associates............ February 1998 1.7 1 -- Southern Star
KOSO, Inc. ............. April 1998 8.5 1 -- Pacific Star
Americom II and Americom
Las Vegas Limited
Partnership........... April 1998 26.7 3 1 Pacific Star
KDOS, Inc. ............. April 1998 3.5 1 1 Pacific Star
Grant Radio Group....... May 1998 3.4 -- 1 Southern Star
SFX Broadcasting,
Inc.(2)............... May 1998 1,016.4 62 21 AS/SoS/SeS/GS/CS/PS
Butler Broadcasting
Company, Ltd. ........ May 1998 90.3 2 1 GulfStar
Chancellor Media
Corporation of Los
Angeles and
Affiliates............ May 1998 53.0 2 -- Southern Star
Class Act of Texas,
Inc. ................. June 1998 1.1 1 1 GulfStar
KRNA, Inc. ............. June 1998 6.4 1 -- Central Star
The University of
Alaska................ June 1998 0.2 1 -- Pacific Star
CBS Radio, Inc. ........ July 1998 6.5 2 2 Atlantic Star
</TABLE>

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<TABLE>
<CAPTION>
STATIONS
ACQUIRED/
DISPOSED OF
DATE PURCHASE/SALE ------------
CLOSED PRICE (1) FM AM REGION
------ --------------- --- --- ------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Watertown Radio
Associates Limited
Partnership and Lake
Champlain Radio
Corporation........... July 1998 5.9 2 -- Atlantic Star
Jacor Broadcasting
Corporation........... August 1998 5.0 -- 1 Sea Star
Ogallala Broadcasting
Company............... September 1998 4.1 2 1 Central Star
Boswell Broadcasting
Incorporated.......... September 1998 11.8 1 -- GulfStar
Foley Broadcasting,
L.P. ................. October 1998 2.8 1 -- Atlantic Star
Jim Gibbons Radio
Inc. ................. October 1998 21.2 1 1 Atlantic Star
SunGroup, Inc. ......... October 1998 5.8 1 -- GulfStar
Appalachian Broadcasting
Company, Inc. ........ February 1999 0.9 1 -- Southern Star
Noalmark Broadcasting
Corp. ................ March 1999 1.4 1 1 GulfStar
Champion Broadcasting
Corporation........... March 1998 11.3 9 2 GulfStar
DISPOSITIONS
Clear Channel Radio,
Inc. ................. January 1998 29.0 1 1 Atlantic Star
Clear Channel Radio,
Inc. ................. February 1998 20.0 2 2 Southern Star
SWJDR, Corp. ........... February 1998 3.3 1 -- Atlantic Star
Westchester Radio LLC... April 1998 35.1 2 1 Atlantic Star
Americom Las Vegas
Limited Partnership... April 1998 4.4 2 1 Pacific Star
Clear Channel Radio,
Inc. ................. May 1998 35.0 3 1 Southern Star
Clear Channel Radio,
Inc. ................. May 1998 11.5 1 -- Southern Star
Chancellor Media
Corporation........... May 1998 143.3 1 -- GulfStar
HBC Houston, Inc. and
HBC Houston License
Corporation........... May 1998 52.3 1 -- GulfStar
Cox Radio, Inc. ........ May 1998 46.0 3 1 Atlantic Star
Capstar Trust(3)........ May 1998 10.5 2 2 Atlantic Star
Cumulus Broadcasting,
Inc. ................. July 1998 7.8 2 -- Atlantic Star
Jacor Broadcasting
Corporation........... August 1998 5.0 -- 1 Atlantic Star
Boswell Broadcasting
Incorporated.......... September 1998 11.8 1 -- GulfStar
</TABLE>

10
<PAGE> 12

- - ---------------

(1) Includes transaction costs.

(2) Excludes $812.4 million of debt and $283.6 million of preferred stock
outstanding on the date on which SFX was acquired.

(3) The stations were placed in the Capstar Trust in connection with the
acquisition of SFX Broadcasting, Inc. in order to avoid violation of the
multiple station ownership limitations under the Communications Act pending
the disposition thereof by the trustee of the Capstar Trust. The trustee
will distribute the net proceeds from the sale of the stations to Capstar
Broadcasting if and when the stations are sold.

In April 1998, Capstar Partners acquired the assets of Prophet Systems,
Inc. for a purchase price of $15.0 million in cash and 285,714 shares of Class A
Common Stock to be issued by Capstar Partners upon satisfaction of certain
conditions. The acquired assets permit a single radio personality to introduce
programming in multiple markets by digitally transferring customized
introductions for each local market and inserting them into the playlist via a
wide area computer network. Such technology is utilized in Capstar Partners'
StarSystem(TM) and is marketed to unrelated third parties.

On March 18, 1999, Capstar Partners contributed to Muzak Holdings LLC
Capstar Partners' Muzak affiliate territories in Atlanta, Albany and Macon,
Georgia and Ft. Myers, Florida in exchange for voting membership units in Muzak
Holdings. Capstar Partners has agreed also to contribute to Muzak Holdings the
Muzak affiliate territory located in Omaha, Nebraska that Capstar Partners has
an agreement to acquire from Triathlon Broadcasting Company in exchange for
additional voting membership units in Muzak Holdings. The value of the
membership units in Muzak Holdings that Capstar Partners will hold after the
contribution of the Omaha, Nebraska affiliate territory is approximately $20.5
million, subject to a working capital adjustment to be finalized upon the
contribution of the Omaha affiliate. The contribution of the Omaha affiliate is
expected to be consummated shortly after the consummation of the Triathlon
acquisition. Upon completion of the contribution of the Omaha affiliate, Capstar
Partners will hold approximately 22.59% of the then outstanding voting power of
Muzak Holdings.

Pending Transactions

Capstar Partners has also entered into the following:

- 6 agreements to acquire 39 additional stations, 28 FM and 11 AM stations,
in 10 mid-sized markets (including 2 stations in 2 mid-sized markets for
which Capstar Partners currently provides services pursuant to LMAs) for
$228.0 million;

- 3 agreements to dispose of 7 stations, 2 FM and 5 AM stations, for $15.5
million;

- an agreement to contribute its Muzak affiliate territory in Omaha,
Nebraska to Muzak Holdings in exchange for additional voting membership
units in Muzak Holdings; and

- an agreement to acquire the software development business of LAN
International, Inc.

Upon completion of the pending transactions, Capstar Partners will own and
operate 334 stations and program 6 stations in primarily mid-sized markets
located throughout the United States. Consummation of each of the pending
transactions is subject to numerous conditions, including governmental
approvals. Accordingly, the actual date of consummation of each of the pending
transactions may vary from the anticipated closing dates. No assurances can be
given that any or all of the pending transactions will be consummated or that,
if completed, they will be successful.

11
<PAGE> 13

Pending Radio Station Acquisitions and Dispositions. The following table
summarizes the pending acquisitions and dispositions of radio stations;

<TABLE>
<CAPTION>
STATIONS TO
BE ACQUIRED/
DISPOSED OF ESTIMATED
------------- EXPECTED PURCHASE
SELLER/PURCHASER FM AM REGION CLOSING DATE PRICE(1)
---------------- ---- ---- ------ ------------ ---------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
ACQUISITIONS
R. Steven Hicks(2)......................... 1 -- GulfStar April 1999 $ 8.5
AGM-Birmingham, L.L.C. .................... 1 -- Southern Star April 1999 4.0
Triathlon Broadcasting Company............. 22 10 PS/CS April 1999 190.0
Citadel Broadcasting Company(3)............ 1 -- Pacific Star April 1999 4.5
Quaker State Broadcasting Corporation...... 2 -- Atlantic Star May 1999 15.0
Jim Gibbons Radio Inc.(4).................. 1 1 Atlantic Star October 1999 6.0
-- -- ------
Total...................................... 28 11 $228.0
== == ======
DISPOSITIONS
Citadel Broadcasting Company(3)............ 2 3 Pacific Star April 1999 $ 14.5
Truth Broadcasting Corporation............. -- 1 Sea Star April 1999 0.5
M&M Broadcasters, Ltd...................... -- 1 GulfStar August 1999 0.5
-- -- ------
Total...................................... 2 5 $ 15.5
== == ======
</TABLE>

- - ---------------

(1) Includes acquired or assumed indebtedness and excludes transaction costs.

(2) See "Item 13. Certain Relationships and Related Transactions -- Round Rock,
Texas Construction Permit."

(3) Capstar Partners has entered into an exchange agreement and an asset
purchase agreement with Citadel wherein, upon consummation of the Triathlon
acquisition, Capstar Partners will exchange station KSPZ-FM (owned by
Triathlon) in Colorado Springs, Colorado for station KKLI-FM in Colorado
Springs, Colorado and sell stations KTWK-AM and KVOR-AM in Colorado Springs,
Colorado and stations KEYF-FM and KEYF-AM in Spokane, Washington (all of
which are owned by Triathlon). The total value of the transactions is
approximately $14.5 million.

(4) The acquisition of stations WFIR-AM and WPVR-FM from Jim Gibbons Radio, Inc.
will require for regulatory reasons the sale of one or more stations owned
by Capstar Partners in the Roanoke, Virginia market. Capstar Partners has
not yet determined whether to sell such stations.

Triathlon Acquisition. On July 23, 1998, Capstar Radio and Triathlon
Broadcasting Company entered into an agreement to merge Triathlon with a
subsidiary of Capstar Radio in a cash-for-stock transaction. Under the merger
agreement:

- a subsidiary of Capstar Radio will merge into Triathlon and Triathlon
will survive the merger as a wholly-owned subsidiary of Capstar Radio;

- the common and preferred stockholders of Triathlon will receive an
aggregate of approximately $130.0 million in cash in exchange for their
shares of Triathlon capital stock; and

- Triathlon will have approximately $60.0 million of long-term
indebtedness.

The completion of the merger depends upon the satisfaction of a number of
conditions, including the following:

- the approval and adoption of the merger agreement by the Triathlon
stockholders, which approval has been obtained;

- the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

12
<PAGE> 14

- the receipt of regulatory approval from the FCC;

- the sale of station KNSS-AM (owned by Capstar Partners) and stations
KFH-AM, KEYN-FM, KQAM-AM and KWSJ-FM (owned by Triathlon) in the Wichita,
Kansas market;

- the sale of station KSPZ-FM (owned by Triathlon) in the Colorado Springs,
Colorado market; and

- other customary conditions.

Capstar Partners has entered into a contract to sell station KSPZ-FM to
Citadel Broadcasting Company concurrently with the consummation of the Triathlon
acquisition. Capstar Partners is actively seeking a purchaser for the Wichita,
Kansas stations, but has not yet entered into a contract to sell the Wichita,
Kansas stations. There can be no assurance that any or all of the conditions to
the merger will be satisfied. Other than the sales of stations in the Colorado
Springs and Wichita markets, either company may waive compliance with the
conditions at its discretion if permitted by law. Capstar Partners believes that
if all conditions to the merger are satisfied or waived, the merger will be
consummated in April 1999. If the merger is not completed by April 30, 1999,
subject to certain exceptions, the merger consideration to be paid to the
Triathlon stockholders will increase by approximately $1.3 million every two
weeks that lapse after April 30, 1999 until the merger is completed.

Triathlon owns and operates, sells advertising on behalf of or provides
programming to 22 FM and 10 AM radio stations in six markets. Triathlon also
owns a regional sports radio network that broadcasts athletic events of the
University of Nebraska and operates a Muzak affiliated territory located in
Omaha, Nebraska.

The description of the merger agreement above is not complete. You should
read a copy of the merger agreement incorporated herein by reference as an
exhibit to this Annual Report on Form 10-K.

LAN Acquisition. In December 1998, an affiliate of Capstar Partners agreed
to purchase the assets of LAN International, Inc.'s business of developing,
marketing, selling, licensing and servicing specialized computer systems and
software for use in the radio and television industry. The purchase price of the
acquisition is up to $27.0 million, of which $15.0 million will be due at the
closing of the transaction. The remaining $12.0 million will be due to LAN
International if the business meets certain post-closing financial goals.
Capstar Partners expects to complete the acquisition in May 1999.

Chancellor Merger

On August 26, 1998, Capstar Broadcasting and Chancellor Media entered into
an agreement to merge in a stock-for-stock transaction that will create the
nation's largest radio broadcasting entity. Under the merger agreement:

- Chancellor Media will acquire Capstar Broadcasting in a reverse merger in
which Capstar Broadcasting will be renamed Chancellor Media Corporation;

- each share of Class A common stock, par value $0.01 per share, of Capstar
Broadcasting ("Class A Common Stock") and Class C Common Stock, par value
$0.01 per share, of Capstar Broadcasting ("Class C Common Stock") will
represent 0.4955 shares of voting common stock in the combined entity;

- each share of Class B Common Stock, par value $0.01 per share, of Capstar
Broadcasting ("Class B Common Stock" and together with the Class A Common
Stock and Class C Common Stock, the "Common Stock") will represent 0.4955
shares of nonvoting common stock of the combined entity;

- each share of Chancellor Media common stock will represent one share of
the combined entity; and

- each share of Chancellor Media preferred stock will represent one share
of preferred stock of the combined entity.

13
<PAGE> 15

The completion of the merger depends upon the satisfaction of a number of
conditions, including the following:

- the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which
waiting period has terminated;

- the receipt of regulatory approval from the FCC, which regulatory
approval has been received;

- the consent of the lenders under the Capstar Broadcasting credit facility
and Chancellor Media's credit facility; and

- other customary conditions.

There can be no assurance that all of the conditions to the merger will be
satisfied. Either company may waive compliance with the conditions at its
discretion if permitted by law.

Thomas O. Hicks, R. Steven Hicks and Capstar Broadcasting Partners, L.P.,
an affiliate of Hicks Muse (collectively, the "Stockholders"), entered into a
voting agreement, on August 26, 1998, under which each Stockholder has agreed,
among other things, to vote the number of shares of Common Stock held by or
controlled by him or it with respect to approval of the merger and the merger
agreement in favor of such proposals and any other transactions contemplated by
the merger agreement.

Chancellor Media is a diversified multi-media company that:

- owns and/or operates a radio station portfolio, as of March 1, 1999,
consisting of 125 radio stations in 23 of the largest U.S. markets and
Puerto Rico, 112 stations of which were then owned and 13 stations of
which were then operated under time brokerage agreements which allow
Chancellor Media to program another person's stations and sell the
advertising. Eleven of the 13 stations operated under time brokerage
agreements are owned by Capstar Broadcasting. See "Item 13. Certain
Relationships and Related Transactions -- Chancellor Exchange Agreement";

- operates a national radio network, The AMFM Radio Networks;

- provides national media sales representation through Katz Media
Corporation, a wholly-owned subsidiary; and

- has a significant outdoor advertising presence.

On January 20, 1999, Chancellor Media announced that its board of directors
engaged the investment banking firm of BT Alex. Brown Incorporated as financial
advisor for the purpose of assisting management and the board of directors of
Chancellor Media in developing, reviewing and structuring a range of strategic
alternatives intended to maximize Chancellor Media's stockholder value. On
February 11, 1999, Chancellor Media announced that it added additional advisors
Morgan Stanley Dean Witter, Hicks Muse, Goldman, Sachs & Co., Greenhill & Co.,
LLC and Chase Securities Inc. to assist it in exploring these alternatives,
which included the potential sale, merger or consolidation of the entire company
or some of its operating assets. On March 15, 1999, Chancellor Media announced
that it had completed the review of strategic alternatives and announced a
series of steps that it anticipates will better position Chancellor Media
strategically, operationally and financially, including the following:

- a determination not to pursue the sale, merger or consolidation of
Chancellor Media at such time; and

- the addition of a new senior management team, which now includes R. Steve
Hicks as vice chairman of the board and president and chief executive
officer of Chancellor Media's newly created Chancellor Media Services
Group, D. Geoffrey Armstrong as executive vice president and chief
financial officer, and William S. Banowsky, Jr. as executive vice
president and general counsel.

In light of Chancellor Media's announcements, it is possible that the terms
and/or structure of the merger may change, including reversing the structure of
the merger such that Capstar Broadcasting would merge with a wholly-owned
subsidiary of Chancellor Media, or the merger may not be completed at all. If
the
14
<PAGE> 16

terms and structure of the merger remain unchanged and all conditions to the
merger are satisfied or waived, Capstar Broadcasting believes that the merger
will be consummated during the second or early third quarter of 1999.

The description of the merger agreement and the voting agreement above is
not complete. You should read a copy of the merger agreement and the voting
agreement incorporated herein by reference as an exhibit to this Annual Report
on Form 10-K.

Other Transactions

As part of Capstar Partners' ongoing acquisition strategy, Capstar Partners
is continually evaluating other potential acquisition opportunities. Capstar
Partners from time to time enters into nonbinding letters of intent to acquire,
dispose and/or exchange substantially all of the assets used or useful in the
operations of radio stations, each of which is subject to various conditions,
including the ability of Capstar Partners to enter into a definitive agreement.
See "-- Risks Associated with Business Activities -- Difficulty of Integrating
Acquisitions."

REGIONAL OPERATING GROUPS

Regional Executives

Each of the regional operating groups is operated by a regional president
who has extensive industry experience, having served as a senior executive
and/or owner of, or consultant to, one or more substantial station groups in
mid-sized to large markets.

Atlantic Star. Atlantic Star is managed by its president, James T. Shea,
Jr. Mr. Shea has more than 25 years of radio broadcasting experience. Mr. Shea's
operating knowledge and strong advertising relationships helped Commodore Media,
Inc. become a leading radio group in each of its markets prior to its
acquisition by Capstar Partners in 1996.

Southern Star. Southern Star is managed by its president, Rick Peters. Mr.
Peters has more than 26 years of radio broadcasting experience, including, most
recently, serving as the President of Peters Communications, Inc., a programming
consulting firm affiliated with radio stations in various mid-sized and large
markets.

Pacific Star and GulfStar. Pacific Star and GulfStar are managed by their
president James P. Donahoe. Mr. Donahoe has more than 14 years of radio
broadcasting experience. Prior to joining Capstar Partners, Mr. Donahoe served
as regional vice president for SFX Broadcasting, Inc.

Central Star. Central Star is managed by its president, Mary K. Quass. Ms.
Quass has more than 21 years of radio broadcasting experience, including, most
recently, serving as the president and chief executive officer of Quass
Broadcasting Company until its acquisition by Capstar Partners in January 1998.

Sea Star. Sea Star is managed by its president, John King. Mr. King has
more than 27 years of radio broadcasting experience, including most recently
serving as a regional vice president of SFX Broadcasting, Inc. for its southeast
atlantic region.

In addition to a regional president, management for each region includes a
human resources director, a controller, a director of programming, an engineer
and one or more advertising sales people.

For a description of segment information, see note 18 in the notes to
consolidated financial statements.

15
<PAGE> 17

Regional Station Portfolios

The following tables set forth certain information regarding Capstar
Partners' station portfolio in each of its six regions, assuming consummation of
the pending transactions.

ATLANTIC STAR (NORTHEAST REGION)

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
PROVIDENCE, RI............. 32 2 2
WHJJ-AM.................. 35+ News/Talk
WHJY-FM.................. 25-54 Album Rock
WSNE-FM.................. F35-54 Adult Contemporary
HARTFORD, CT............... 45 2 2
WHCN-FM.................. 18-34 Classic Rock
WKSS-FM.................. F25-54 Top 40
WMRQ-FM.................. 18-54 Modern Rock
WWYZ-FM.................. 25-54 Country
WPOP-AM.................. 35+ Sports
ALBANY-SCHENECTADY-TROY,
NY....................... 59 1 2
WGNA-FM.................. 25-54 Country
WGNA-AM.................. 25-54 Country
WPYX-FM.................. 18-34 Album Rock
WTRY-AM.................. 25-54 Oldies
WTRY-FM.................. 18-34 Oldies
WXLE-FM.................. F25-54 Jammin' Oldies
ALLENTOWN-BETHLEHEM, PA.... 67 1 1
WAEB-AM.................. 35+ News/Talk/Sports
WAEB-FM.................. F18-49 Hot Adult Contemporary
WZZO-FM.................. M18-49 Album Rock
WKAP-AM.................. 35+ Nostalgia
WILMINGTON, DE............. 75 3 3
WJBR-AM.................. F25-54 Nostalgia
WDSD-FM.................. 25-54 Country
WRDX-FM.................. 25-54 Album Rock
WDOV-AM.................. 25-54 News/Talk
HARRISBURG-LEBANON-CARLISLE,
PA....................... 76 1 2
WTCY-AM.................. 35-54 Urban Adult Contemporary
WNNK-FM.................. 18-34 Contemporary Hits
WNCE-FM*................. 45+ Easy Listening
WTPA-FM*................. M18-49 Album Rock
SPRINGFIELD, MA............ 80 1 3
WHMP-AM.................. M35-64 News/Talk/Sports
WHMP-FM.................. 25-54 Rock Alternative
WPKX-FM.................. 25-54 Country
NEW HAVEN, CT.............. 101 1 1
WPLR-FM.................. 18-34 Album Rock
WYBC-FM(4)............... 18-34 Urban Adult Contemporary
</TABLE>

16
<PAGE> 18

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
FAIRFIELD COUNTY, CT(3).... 108 2 4
WNLK-AM.................. 35+ News/Talk
WEFX-FM.................. F18-49 Classic Hits
WSTC-AM.................. 35-54 News/Talk
WKHL-FM.................. 35-64 Oldies
WORCESTER, MA.............. 112 1 1
WTAG-AM.................. 35-64 News/Talk
WSRS-FM.................. F25-44 Lite Rock
PORTSMOUTH-DOVER-ROCHESTER,
NH....................... 117 1 1
WGIN-AM.................. 35-64 News/Talk/Sports
WGIP-AM.................. 35-64 News/Talk/Sports
WHEB-FM.................. M25-44 Album Rock
WXHT-FM.................. F25-44 Adult Contemporary
WQSO-FM.................. 35-64 Oldies
WERZ-FM.................. 25-54 Contemporary Hits
WTMN-AM.................. M18-50 Sports/Talk
HUNTINGTON, WV-ASHLAND,
KY....................... 143 1 1
WTCR-AM.................. 25-54 Classic Country
WTCR-FM.................. 25-54 Country
WIRO-AM.................. M25-54 Sports/Talk
WHRD-AM(4)............... M25-54 Sports/Talk
WZZW-AM.................. M25-54 Sports
WKEE-AM.................. 35+ Adult Standards
WKEE-FM.................. 25-54 Adult Contemporary
WAMX-FM.................. M25-54 Rock
WFXN-FM.................. M25-54 Classic Rock
WBVB-FM.................. M18-49 Oldies
MANCHESTER, NH............. 185 2 2
WGIR-AM.................. 35+ News/Talk/Sports
WGIR-FM.................. M25-54 Album Rock
FREDERICK, MD.............. 200 1 1
WFRE-FM.................. 35-54 Country
WFMD-AM.................. 35-54 News/Talk
WINCHESTER, VA............. 218 1 1
WUSQ-FM.................. 25-54 Country
WFQX-FM.................. 25-54 Classic Rock
WNTW-AM.................. 25-64 News/Sports/Talk
WHEELING, WV............... 220 1 1
WWVA-AM.................. 25-54 News/Talk
WOVK-FM.................. 25-54 Country
WKWK-FM.................. 25-54 Lite Rock
WBBD-AM.................. 25-54 Nostalgia
WZNW-FM.................. 25-54 Hot Adult Contemporary
WEGW-FM.................. 25-54 Rock
WEEL-FM(4)............... 25-54 Oldies
</TABLE>

17
<PAGE> 19

- - ---------------

F Female

M Male

NA Information not available.

* Indicates station to be acquired by Capstar Partners in a pending
transaction.

(1) Actual city of license may be different from metropolitan market served.
Market may be different from market definition used under FCC multiple
ownership rules. The table does not include any stations owned and operated
or programmed by Chancellor Media or other third parties.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro Version 2.5
Radio Analysis Database (current as of February 24,1999). Revenue figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank obtained from Arbitron's Radio Market Reports, based on average
quarter hour estimates for the last available reporting period ending Fall
1998, for the demographic of persons ages 12+, listening Monday through
Sunday, 6 a.m. to midnight. To account for listeners lost to other nearby
markets, a radio station's "local" audience share is derived by comparing
the radio station's average quarter hour share to the total average quarter
hour share for all stations whose signals are heard within the metropolitan
statistical area, excluding audience share for listeners who listen to
stations whose signal originate outside the metropolitan statistical area.

(3) Fairfield County is not a custom survey area as defined by BIA
Research-Media Access Pro Version 2.5 Radio Analysis Database (current as of
February 24, 1999). The custom survey area includes the BIA Research-Media
Access Pro Version 2.5 Radio Analysis Database (current as of February 24,
1999) markets of Bridgeport, Stamford-Norwalk, and Danbury, Connecticut with
market rankings of 108, 138, and 189, respectively. Metropolitan Statistical
Area Rank is listed for the Bridgeport market only. The combined rank for
the custom survey area has not been estimated.

(4) Capstar Partners provides certain sales and marketing services to station
WEEL-FM in Wheeling, West Virginia and WYBC in New Haven, Connecticut under
a JSA. Capstar Partners provides certain sales, programming and marketing
services to station WHRD-AM in Huntington, West Virginia and WEAV-AM in
Burlington, Vermont under an LMA.

SOUTHERN STAR (SOUTHEAST REGION)

18
<PAGE> 20

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
BIRMINGHAM, AL............. 56 2 2
WQEN-FM.................. 18-34 Adult Contemporary
WENN-FM(3)*.............. 25-54 Jammin' Oldies
WMJJ-FM.................. F25-54 Adult Contemporary
WERC-AM.................. M35-64 News/Talk
WOWC-FM.................. 25-54 Country
GREENVILLE, SC............. 58 1 2
WGVL-AM.................. 25-54 Gospel/Country
WMYI-FM.................. 25-54 Adult Contemporary
WROQ-FM.................. 25-54 Classic Rock
WSSL-FM.................. 25-54 Country
COLUMBIA, SC............... 88 1 1
WCOS-FM.................. 18-54 Country
WLTY-FM.................. F35-54 Lite Rock
WVOC-AM.................. 35-64 News/Talk
WSCQ-FM.................. 25-54 Adult Standards
WCOS-AM.................. 25-54 Sports
WNOK-FM.................. 25-54 Contemporary Hits
MELBOURNE-TITUSVILLE-COCOA,
FL....................... 95 1
WMMB-AM.................. 35-64 Nostalgia
WBVD-FM.................. 35-64 Classic Rock
WMMV-AM.................. 50+ Nostalgia
WLRQ-FM.................. 25-54 Adult Contemporary
WHKR-FM.................. 25-54 Country
HUNTSVILLE, AL............. 115 1 1
WDRM-FM.................. 25-54 Country
WHOS-AM.................. 25-54 News
WBHP-AM.................. 25-54 CNN News
WTAK-FM.................. 25-54 Classic Rock
WXQW-FM.................. 25-54 Oldies
WWXQ-FM.................. 25-54 Oldies
FT. PIERCE-STUART-VERO
BEACH, FL................ 118 1 1
WZZR-FM.................. M18-48 Classic Rock
WQOL-FM.................. 25-54 Oldies
WBBE-FM.................. 25-54 Adult Contemporary
WAVW-FM.................. 25-54 Country
WAXE-AM.................. 35+ News/Talk/Sports
MONTGOMERY, AL............. 141 2 2
WZHT-FM.................. 25-54 Urban
WMCZ-FM.................. 25-54 Urban/Adult Contemporary
WQLD-FM.................. 35+ R&B/Gospel
</TABLE>

19
<PAGE> 21

- - ---------------

F Female

M Male

NA Information not available.

* Indicates station to be acquired by Capstar Partners in a pending
transaction.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenue figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank based on average quarter hour estimates for the last available
reporting period ending Fall 1998, for the demographic of persons ages 12+,
listening Monday through Sunday, 6 a.m. to midnight. To account for
listeners lost to other nearby markets, a radio station's "local" audience
share is derived by comparing the radio station's average quarter hour share
to the total average quarter hour share for all stations whose signals are
heard within the metropolitan statistical area, excluding audience share for
listeners who listen to stations whose signal originate outside the
metropolitan statistical area.

(3) Pending the consummation of the pending transactions, Capstar Partners
provides certain sales, programming and marketing services to station
WENN-FM in Birmingham, Alabama under an LMA.

PACIFIC STAR (WEST REGION)

20
<PAGE> 22

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
Modern Adult
KUCD-FM.................. 35-54 Contemporary
KHVH-AM.................. 35-64 News/Talk
KKLV-FM.................. M35-54 Classic Rock
KIKI-AM.................. 18-34 Urban
KIKI-FM.................. 18-34 Urban
TUCSON, AZ................. 61 1 2
KCEE-AM.................. F25-54 Nostalgia
KNST-AM.................. 25-54 News/Talk/Sports
KRQQ-FM.................. 25-54 Contemporary Hits
KWFM-FM.................. 35-64 Oldies
FRESNO, CA................. 65 2 2
KBOS-FM.................. 18-34 Contemporary Hits
KVBL-AM.................. M18-49 Sports/Talk
KRZR-FM.................. M18-49 Album Rock
KRDU-AM.................. NA Religion
KSOF-FM.................. 25-54 Soft Rock
KEZL-FM.................. 35-54 Smooth Jazz
KFSO-FM.................. 35-64 Oldies
KALZ-FM.................. 35-54 Adult Contemporary
KCBL-AM.................. 35-54 Sports Talk
MODESTO-STOCKTON, CA(3).... 85 2 3
KFRY-FM.................. 25-54 Country
KJAX-AM.................. 35-64 News/Talk
KJSN-FM.................. 25-54 Adult Contemporary
KFIV-AM.................. 35-64 News/Talk
KOSO-FM.................. 25-54 Adult Contemporary
SPOKANE, WA................ 87 1 2
KAQQ-AM*................. 35-64 MOR
KCDA-FM*................. 25-54 Country
KISC-FM*................. 35-64 Oldies
KKZX-FM*................. M25-54 Classic Rock
KNFR-FM*................. 25-54 Country
KUDY-AM*................. 25-64 Religious
COLORADO SPRINGS, CO....... 93 2 2
KKLI-FM*................. 25-54 Soft Adult Contemporary
KVUU-FM*................. 18-44 Hot Adult Contemporary
ANCHORAGE, AK.............. 171 1 1
KBFX-FM.................. 18-49 Classic Rock
KASH-FM.................. 25-54 Country
KENI-AM.................. 25-54 News/Talk
KGOT-FM.................. 25-54 Contemporary Hits
KTZN-AM.................. 12+ Sports
KYMG-FM.................. 25-54 Adult Contemporary
RICHLAND-KINNEWICK-PASCO,
WA....................... 207 2 1
KIOK-FM*................. 25-54 Country
KALE-AM*................. 40+ Nostalgia
KEGX-FM*................. 25-54 Classic Rock
</TABLE>

21
<PAGE> 23

- - ---------------

F Female

M Male

NA Information not available.

* Indicates station to be acquired by Capstar Partners in a pending
transaction.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro, Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenues figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank based on average quarter hour estimates for the last available
reporting period ending Fall 1998 for the demographic of persons ages 12+,
listening Monday through Sunday, 6 a.m. to midnight. To account for
listeners lost to other nearby markets, a radio station's "local" audience
share is derived by comparing the radio station's average quarter hour share
to the total average quarter hour share for all stations whose signals are
heard within the metropolitan statistical area excluding audience share for
listeners who listen to stations whose signal originate outside the
metropolitan statistical area.

(3) Modesto-Stockton, California is not a custom survey area as defined by BIA
Research-Media Access Pro Version 2.5 Radio Analysis Database (current as of
February 24, 1999). The custom survey area includes the BIA Research-Media
Access Pro Version 2.5 Radio Analysis Database (current as of February 24,
1999) markets of Modesto and Stockton, California with market ratings of 85
and 122, respectively. Metropolitan Statistical Area Rank is listed for the
Stockton market only. The combined rank for the custom survey area has not
been estimated.

22
<PAGE> 24

GULFSTAR (SOUTHWEST REGION)

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
AUSTIN, TX................. 49 2 2
KASE-FM.................. 18-34 Country
KVET-FM.................. 25-54 Country
KVET-AM.................. M18-54 Sports
KFMK-FM(3)*.............. 25-54 Jammin' Oldies
BATON ROUGE, LA............ 82 1 2
WYNK-FM.................. 25-54 Country
WYNK-AM.................. 12+ Disney
WJBO-AM.................. M35-64 News/Talk/Sports
WLSS-FM.................. F18-34 Contemporary Hits
KRVE-FM.................. F25-54 Adult Contemporary
WSKR-AM.................. M25-54 Sports
CORPUS CHRISTI, TX......... 128 1 1
KRYS-FM.................. 25-54 Country
KRYS-AM.................. 12+ Disney
KMXR-FM.................. F35-64 Adult Contemporary
KNCN-FM.................. 25-54 Album Rock
KUNO-AM.................. 25-54 Spanish
KSAB-FM.................. 25-54 Tejano
SHREVEPORT, LA............. 129 1 3
KRMD-FM.................. 25-54 Country
KRMD-AM.................. M18-54 Sports
KMJJ-FM.................. 18-54 Urban
BEAUMONT, TX............... 130 1 1
KLVI-AM.................. 30+ News/Talk
KYKR-FM.................. 25-54 Country
KKMY-FM.................. 30-54 Adult Contemporary
KIOC-FM.................. 18-34 Album Rock
TYLER-LONGVIEW, TX......... 140 1 1
KNUE-FM.................. 25-54 Country
KISX-FM.................. 18-34 Adult Contemporary
KTYL-FM.................. F30-54 Adult Contemporary
KKTX-AM.................. M30-49 Classic Rock
KKTX-FM.................. M18-49 Classic Rock
KILLEEN, TX................ 149 1 1
KIIZ-FM.................. 25-54 Urban
KLFX-FM(4)............... 18-34 Album Rock
LUBBOCK, TX................ 175 1 1
KFMX-FM.................. M18-34 Active Rock
KKAM-AM.................. 18+ Talk
KZII-FM.................. 12-34 Contemporary Hits
KFYO-AM.................. 35+ News/Talk/Sports
KCRM-FM.................. 12-34 Classic Rock
KKCL-FM.................. 35-64 Oldies
MIDLAND, TX................ 176 2 2
KCDQ-FM.................. 18-34 Classic Rock
KCHX-FM.................. 25-54 Contemporary Hits Radio
KMRK-FM.................. 25-54 Tejano
</TABLE>

23
<PAGE> 25

- - ---------------

F Female

M Male

NA Information not available.

* Indicates station to be acquired by Capstar Partners in a pending
transaction.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro, Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenues figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank based on average quarter hour estimates for the last available
reporting period ending Fall 1998 for the demographic of persons ages 12+,
listening Monday through Sunday, 6 a.m. to midnight. To account for
listeners lost to other nearby markets, a radio station's "local" audience
share is derived by comparing the radio station's average quarter hour share
to the total average quarter hour share for all stations whose signals are
heard within the metropolitan statistical area excluding audience share for
listeners who listen to stations whose signal originate outside the
metropolitan statistical area.

24
<PAGE> 26

(3) Pending the consummation of the pending transactions, Capstar Partners
provides certain sales and marketing services to station KFMK-FM in Austin,
Texas under a JSA.

(4) The Company provides certain sales and marketing services to station KLFX-FM
in Killeen, Texas, under a JSA.

CENTRAL STAR (MIDWEST REGION)

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
MILWAUKEE, WI.............. 31 4 5
WISN-AM.................. 35-64 Talk
WLTQ-FM.................. 25-54 Lite Adult Contemporary
GRAND RAPIDS, MI........... 66 2 3
WGRD-FM.................. 18-34 Modern Rock
WNWZ-AM.................. 35+ News
WLHT-FM.................. 25-54 Adult Contemporary
WTRV-FM.................. F35-64 Soft Adult Contemporary
OMAHA, NE.................. 72 2 2
KFAB-AM*................. 35-64 News/Talk
KGOR-FM*................. 35-64 Oldies
KTNP-FM*................. 25-54 Adult Contemporary
KXKT-FM*................. 25-54 Country
WICHITA, KS(3)............. 89 1 2
KRBB-FM*................. F25-54 Adult Contemporary
KZSN-FM*................. 25-54 Country
KKRD-FM.................. 18-34 Contemporary Hits
KRZZ-FM.................. 18-34 Classic Rock
DES MOINES, IA............. 90 4 4
KHKI-FM.................. 25-54 Country
KGGO-FM.................. 25-54 Album Rock
KDMI-AM.................. NA Christian
MADISON, WI................ 120 1 1
WIBA-AM.................. 35-64 News/Talk
WIBA-FM.................. 25-54 Classic Rock
WMAD-FM.................. 18-34 Modern Rock
WTSO-AM.................. 35-64 Nostalgia
WZEE-FM.................. 18-49 Contemporary Hits
WMLI-FM.................. F25-54 Soft Adult Contemporary
FAYETTEVILLE, AR........... 156 1 1
KEZA-FM.................. F35-64 Adult Contemporary
KKIX-FM.................. 25-54 Country
KMXF-FM.................. 25-54 Hot Adult Contemporary
KJEM-FM.................. 35-64 Classic Rock
FT. SMITH, AR.............. 170 1 1
KWHN-AM.................. 35-54
KMAG-FM.................. 33-54 Country
KZBB-FM.................. 25-54 Contemporary Hits
</TABLE>

25
<PAGE> 27

- - ---------------

F Female

M Male

NA Information not available.

* Indicates station to be acquired by Capstar Partners in a pending
transaction.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro, Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenue figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank based on average quarter hour estimates for the last available
reporting period ending Fall 1998, for the demographic of persons ages 12+,
listening Monday through Sunday, 6 a.m. to midnight. To account for
listeners lost to other nearby markets, a radio station's "local" audience
share is derived by comparing the radio station's average quarter hour share
to the total average quarter hour share for all stations whose signals are
heard within the metropolitan statistical area, excluding audience share for
listeners who listen to stations whose signal originate outside the
metropolitan statistical area.

(3) The table does not include five stations in Wichita, Kansas (four of which
are owned by Triathlon and one of which is owned by Capstar Partners) which
Capstar Radio will be required to sell in order to consummate the
acquisition of Triathlon Broadcasting Company. See "-- The
Transactions -- Pending Transactions -- Triathlon Acquisition."

26
<PAGE> 28

SEA STAR (SOUTHEAST ATLANTIC REGION)

<TABLE>
<CAPTION>
COMPANY COMPANY
METROPOLITAN TARGET REVENUE AUDIENCE
MARKET AND STATISTICAL AREA DEMOGRAPHIC SHARE SHARE
CALL LETTERS(1) RANK(2) GROUP RANK(2) RANK(2) FORMAT
--------------- ---------------- ----------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
CHARLOTTE, NC.............. 37 2 2
WKKT-FM.................. 18-54 Country
WLYT-FM.................. F35-64 Lite Adult Contemporary
WRFX-FM.................. M18-54 Album Rock
INDIANAPOLIS, IN........... 38 2 3
WNDE-AM.................. M18-54 News/Talk
WRZX-FM.................. 18-44 Alternative
WFBQ-FM.................. 25-54 Album Rock
GREENSBORO, NC............. 42 3 3
WHSL-FM.................. 25-54 Country
WMAG-FM.................. 18-34 Adult Contemporary
WMFR-AM.................. 35+ News/Talk
NASHVILLE, TN.............. 44 1 1
WRVW-FM.................. 25-54 Adult Contemporary
WSIX-FM.................. 18-64 Country
WJZC-FM.................. 35-64 Smooth Jazz
WNRQ-FM.................. 35-64 Classic Rock
WLAC-AM.................. 35+ News/Talk
RALEIGH, NC................ 48 1 1
WDCG-FM.................. 25-54 Contemporary Hits
WRDU-FM.................. 25-54 Album Rock
WRSN-FM.................. 25-54 Adult Contemporary
WTRG-FM.................. 35-64 Oldies
RICHMOND, VA............... 57 2 2
WMXB-FM.................. 35-64 Hot Adult Contemporary
WRCL-FM.................. 35-64 Oldies
WKHK-FM.................. 25-54 Country
WKLR-FM.................. 25-54 Classic Rock
WLEE-AM(3)............... 35-54 Oldies
ROANOKE-LYNCHBURG, VA...... 105 1 1
WYYD-FM.................. 25-54 Country
WROV-AM.................. 18-49 Album Rock
WRDJ-FM.................. 35-54 Oldies
WJJS-FM.................. 25-54 Contemporary Hits
WLDJ-FM.................. 35-64 Oldies
WJJX-FM.................. 35-54 Contemporary Hits
WGMN-FM.................. 25-54 Album Rock
WJLM-FM.................. 18-54 Country
WVGM-AM.................. 25-54 Sports/Talk
JACKSON, MS................ 119 1 2
WJDX-AM.................. 25-54 Sports
WKTF-FM.................. 25-54 Young Country
WMSI-FM.................. 25-54 Country
WSTZ-FM.................. 25-54 Rock
WQJQ-FM.................. 35-64 Classic Top 40
</TABLE>

27
<PAGE> 29

- - ---------------

F Female

M Male

NA Information not available.

(2) Metropolitan Statistical Area Rank, Company Revenue Share Rank and Company
Audience Share Rank obtained from BIA Research-Media Access Pro, Version 2.5
Radio Analysis Database (current as of February 24, 1999). Revenue figures
based upon 1998 gross revenue for the indicated markets. Company Audience
Share Rank obtained from Arbitron's Radio Market Reports, based on average
quarter hour estimates for the last available reporting period ending Fall
1998, for the demographic of persons ages 12+, listening Monday through
Sunday, 6 a.m. to midnight. To account for listeners lost to other nearby
markets, a radio station's "local" audience share is derived by comparing
the radio station's average quarter hour share to the total average quarter
hour share for all stations whose signals are heard within the metropolitan
statistical area, excluding audience share for listeners who listen to
stations whose signal originate outside the metropolitan statistical area.

(3) Capstar Partners provides certain sales, programming and marketing services
to station WLEE-AM in Richmond, Virginia under an LMA.

COMPETITION; CHANGES IN BROADCASTING INDUSTRY

The radio broadcasting industry is highly competitive. The success of each
of Capstar Partners' stations depends largely upon its audience ratings and its
share of the overall advertising revenue within its market. Capstar Partners'
stations compete for listeners and advertising revenue directly with other
stations as well as with advertising and other media within their respective
markets. Radio stations compete for listeners primarily on the basis of program
content that appeals to a particular demographic group. By building a strong
listener base consisting of a specific demographic group in each of its markets,
Capstar Partners is able to attract advertisers seeking to reach those
listeners. In addition to competition for market share, Capstar Partners
competes for acquisition opportunities with other radio broadcasting companies,
including Jacor Broadcasting Corp., Clear Channel Communications, Inc. and CBS
Inc.

Factors that are material to a radio station's competitive position include
management experience, the station's local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations and other
advertising

28
<PAGE> 30

media in the market area. Capstar Partners attempts to improve its competitive
position with promotional campaigns aimed at the demographic groups targeted by
its stations and by sales efforts designed to attract advertisers.

Capstar Partners' stations also compete for audiences and advertising
revenues within their respective markets directly with other radio stations, as
well as with other media such as newspapers, magazines, cable television,
outdoor advertising and direct mail. In addition, the radio broadcasting
industry is subject to competition from new media technologies that are being
developed or introduced, such as the delivery of audio programming by cable
television systems, by satellite, by the internet, and by digital audio
broadcast ("DAB"). DAB may deliver by satellite to nationwide and regional
audiences, multi-channel, multi-format, digital radio services with sound
quality equivalent to compact discs. The radio broadcasting industry
historically has grown despite the introduction of new technologies for the
delivery of entertainment and information, such as television broadcasting,
cable television, audiotapes and compact discs. A growing population and greater
availability of radios, particularly car and portable radios, have contributed
to this growth. There can be no assurance, however, that the development or
introduction in the future of any new media technology will not have an adverse
effect on the radio broadcasting industry.

The FCC has allocated spectrum for a new technology, digital audio radio
services ("DARS"), to deliver audio programming. The FCC has adopted licensing
and operating rules for DARS and in April 1997 awarded two licenses for this
service. DARS may provide a medium for the delivery by satellite or terrestrial
means of multiple new audio programming formats to local and/or national
audiences. Digital technology also may be used in the future by terrestrial
radio broadcast stations either on existing or alternate broadcasting
frequencies, and the FCC has stated that it will consider making changes to its
rules to permit AM and FM radio stations to offer digital sound following
industry analysis of technical standards. In addition, the FCC has authorized an
additional 100 kHz of bandwidth for the AM band and has allotted frequencies in
this new band to certain existing AM station licensees that applied for
migration to the expanded AM band prior to the FCC's cut-off date, subject to
the requirement that such licensees apply to the FCC to implement operations on
their expanded band frequencies. At the end of a transition period, those
licensees will be required to return to the FCC either the license for their
existing AM band station or the license for the expanded AM band station.

Capstar Partners employs a number of on-air personalities and generally
enters into employment agreements with certain of these personalities to protect
its interests in those relationships that it believes to be valuable. The loss
of certain of these personalities could result in a short-term loss of audience
share, but Capstar Partners does not believe that any such loss would have a
material adverse effect on Capstar Partners.

FEDERAL REGULATION OF RADIO BROADCASTING

The ownership, operation and sale of radio stations are subject to
extensive regulation by the FCC, which acts under authority granted by the
Communications Act of 1934, as amended. Following is a brief summary of certain
provisions of the Communications Act and of specific FCC regulations and
policies.

FCC Licenses. Radio stations operate pursuant to broadcasting licenses that
are ordinarily granted by the FCC for maximum terms of eight years and are
subject to renewal upon application to the FCC. The FCC is required to hold
hearings on a station's renewal application if a substantial or material
question of fact exists as to whether:

- the station has served the public interest, convenience and necessity;

- the licensee has committed serious violations of the Communications Act
or the FCC rules; or

- the licensee has committed other violations that, taken together,
constitute a pattern of abuse.

The vast majority of FCC broadcast licenses are routinely renewed, and Capstar
Partners has no reason to believe that its licenses will not be renewed at their
expiration dates. The non-renewal of one or more licenses could have a material
adverse effect on the business of Capstar Partners. Moreover, the laws, policies
and

29
<PAGE> 31

regulations of the FCC may change significantly over time and there can be no
assurance that those changes will not have a negative effect on Capstar
Partners' business.

Ownership Matters. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the FCC. In determining whether to grant such approval, the
FCC considers a number of factors pertaining to the proposed licensee, including
compliance with the rules limiting common ownership of media properties, the
"character" of the proposed licensee and those persons holding "attributable"
interests therein, compliance with statutory limitations on foreign ownership,
and compliance with other FCC policies.

The Communications Act and the FCC rules impose specific limits on the
number of commercial radio stations Capstar Partners can own in a single market.
These rules preclude Capstar Partners from acquiring certain stations that it
might otherwise seek to acquire. The rules also effectively prevent Capstar
Partners from selling stations in a market to a buyer that has reached its
ownership limit in the market. The ownership rules are as follows:

- in markets with 45 or more commercial radio stations, ownership is
limited to eight stations, no more than five of which can be either AM or
FM;

- in markets with 30 to 44 commercial radio stations, ownership is limited
to seven stations, no more than four of which can be either AM or FM;

- in markets with 15 to 29 commercial radio stations, ownership is limited
to six stations, no more than four of which can be either AM or FM; and

- in markets with 14 or fewer commercial radio stations, ownership is
limited to five stations or no more than 50% of the market's total,
whichever is lower, and no more than three of which can be either AM or
FM.

Under the FCC's ownership attribution rules, interests held by Capstar
Partners' officers, directors and certain voting stockholders in broadcast
stations not owned by Capstar Partners must be counted as if they were owned by
Capstar Partners for purposes of applying the FCC's multiple ownership rules.
Two of Capstar Partners' directors (Thomas O. Hicks and Lawrence D. Stuart, Jr.)
are directors of Chancellor Media and Thomas O. Hicks, the controlling
stockholder of Capstar Broadcasting, is the principal stockholder and exercises
de facto control over Chancellor Media, which owns and operates or programs 125
radio stations in 23 markets and Puerto Rico. Because Chancellor Media and
Capstar Broadcasting have directors and a common attributable stockholder, in
markets where both companies own radio stations (e.g., Dallas, Texas) those
stations are currently deemed to be commonly owned for purposes of applying the
local radio ownership limits.

Similarly, because Capstar Broadcasting and LIN Television Corporation, a
television company controlled by Hicks Muse, have a common attributable
stockholder and director (Thomas O. Hicks), and because Capstar Partners
operates radio stations in certain markets where LIN operates television
stations, those operations require an FCC waiver of the rule that normally
prohibits the same owner from owning a television station and a radio station in
the same market (the "one-to-a-market" rule). To date, all required
one-to-a-market waivers in regard to LIN and Capstar Partners overlaps have been
obtained. The FCC is considering changes to its one-to-a-market rule and waiver
policy and to its ownership attribution rules. It is possible, but not at all
certain, that revised regulations could require Capstar Partners to divest
interests in some stations in order to comply with a more restrictive limit on
radio-television cross-ownership in the same market. In general, there can be no
assurance that the FCC's existing rules or any newly adopted rules will not have
a negative effect on Capstar Partners' business, financial condition and results
of operations.

Finally, the FCC has recently issued public notices suggesting that it may
have concerns about radio station acquisitions that would give the acquiring
party an excessive share of the radio advertising revenues in a given market or
would otherwise result in excessive concentration of ownership. It is not clear
how the FCC will proceed in this area or how any policy it may adopt will
interact with the review of similar issues by the U.S. Department of Justice
("the DOJ") and the Federal Trade Commission ("FTC").
30
<PAGE> 32

Local Marketing Agreements. Capstar Partners has previously entered into
what have commonly been referred to as local marketing agreements or LMAs. Under
a typical LMA, separately owned and licensed radio stations agree to function
cooperatively in programming, advertising sales and similar matters, subject to
the requirement that the licensee of each station maintain independent control
over the programming and operations of its own station. The FCC's multiple
ownership rules specifically permit radio station LMAs, but provide that a
licensee or a radio station that provides the programming for more than 15% of
the weekly broadcast time on another station in the same market will be
considered to have an attributable ownership interest in that station for
purposes of the FCC's multiple ownership rules.

Joint Sales Agreements. Capstar Partners has previously entered into
cooperative arrangements commonly known as joint sales agreements or JSAs. Under
the typical JSA, a station licensee obtains for a fee the right to sell
substantially all of the commercial advertising on a separately-owned and
licensed station in the same market. The typical JSA also customarily involves
the provision by the selling licensee of certain sales, accounting and "back
office" services to the station whose advertising is being sold. Unlike an LMA,
a JSA normally does not involve programming.

The FCC has determined that issues of joint advertising sales should be
left to enforcement by antitrust authorities, and therefore, does not generally
regulate joint sales practices between stations. Stations for which a licensee
sells time under a JSA are not deemed by the FCC to be attributable interests of
that licensee. However, in a pending rulemaking proceeding, the FCC is
considering whether to change that policy and make JSAs attributable ownership
interests, particularly when JSAs contain provisions for the supply of
programming services and/or other elements typically associated with LMAs. If
JSAs become attributable interests as a result of changes in the FCC rules,
Capstar Partners may be required to terminate JSAs Capstar Partners has with a
radio station which Capstar Partners could not own under the FCC's multiple
ownership rules.

Programming and Operation. The Communications Act requires Capstar Partners
to serve the "public interest." Capstar Partners is required to present
programming that is responsive to issues relevant to a station's community and
to maintain certain records demonstrating such responsiveness. Complaints from
listeners concerning a station's programming often will be considered by the FCC
when it evaluates renewal applications of a licensee, although listener
complaints may be filed at any time and generally may be considered by the FCC
at any time. Capstar Partners must pay regulatory and application fees and
follow various rules promulgated under the Communications Act that regulate,
among other things, political advertising, sponsorship identifications, the
advertisement of contests and lotteries, obscene and indecent broadcasts, and
technical operations, including limits on human exposure to radio frequency
radiation. Failure to observe these or other rules and policies can result in
the imposition of various sanctions, including monetary forfeitures, the grant
of "short term" (less than the full term) license renewal or, for particularly
egregious violations, the denial of a license renewal application or the
revocation of a license.

Federal Antitrust Laws. In addition to the risks associated with the
acquisition of radio stations, Capstar Partners is also aware of the possibility
that certain acquisitions it proposes to make may be investigated by the FTC or
the DOJ, which are the agencies responsible for enforcing the federal antitrust
laws. The agencies have recently investigated several radio station acquisitions
where an operator proposed to acquire new stations in its existing markets,
including Capstar Partners' proposed acquisition of Triathlon Broadcasting
Company. Capstar Partners cannot predict the outcome of any specific DOJ or FTC
investigation. Any decision by the FTC or the DOJ to challenge a proposed
acquisition could affect the ability of Capstar Partners to consummate the
acquisition or to consummate it on the proposed terms.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and the rules
promulgated thereunder require the parties to file Notification and Report Forms
with the FTC and the DOJ and to observe specified waiting period requirements
before consummating the acquisition. During the initial 30-day period after the
filing, the agencies decide which of them will investigate the transaction. The
DOJ has been the agency involved in all of Capstar Partners' transactions. If
the investigating agency determines that the transaction does not raise
significant antitrust issues, then it will either terminate the waiting period
or allow it to expire after the initial

31
<PAGE> 33

30 days. On the other hand, if the agency determines that the transaction
requires a more detailed investigation, then at the conclusion of the initial
30-day period, it will issue a formal request for additional information
("Second Request"). The issuance of a Second Request extends the waiting period
until the twentieth calendar day after the date of substantial compliance by all
parties to the acquisition. Thereafter, such waiting period may only be extended
by court order or with the consent of the parties. In practice, complying with a
Second Request can take a significant amount of time. In addition, if the
investigating agency raises substantive issues in connection with a proposed
transaction, then the parties frequently engage in lengthy discussions or
negotiations with the investigating agency concerning possible means of
addressing those issues. Such discussions and negotiations can be
time-consuming, and the parties may agree to delay consummation of the
acquisition during their pendency.

At any time before or after the consummation of a proposed acquisition, the
FTC or the DOJ could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
acquisition or seeking divestiture of the business acquired or other assets of
Capstar Partners. Acquisitions that are not required to be reported under the
HSR Act may still be investigated by the FTC or the DOJ under the antitrust laws
before or after consummation. In addition, private parties and states may under
certain circumstances bring legal action to challenge an acquisition under the
antitrust laws.

Capstar Partners is subject to the following consent decrees and letter
agreements with the DOJ:

- as a result of the acquisition of GulfStar Communications, Inc. in 1997,
Capstar Broadcasting is subject to a letter agreement which requires
Capstar Broadcasting to notify the DOJ at least 30 days prior to the
consummation of an acquisition in the northwest Arkansas area until March
4, 2007;

- as a result of the acquisition of KRNA-FM in Cedar Rapids, Iowa, Capstar
Broadcasting is subject to a letter agreement with the DOJ which
requires, until June 1, 2008, Capstar Broadcasting to notify the DOJ at
least 30 days prior to the consummation of an acquisition of a radio
station license to Johnson or Linn counties in Iowa;

- Capstar Communications has entered into a consent decree with the DOJ and
Chancellor Media with respect to the Long Island, New York market under
which Capstar Communications has agreed not to acquire WALK-FM;

- in connection with the acquisition of SFX Broadcasting, Inc. in 1998,
Capstar Broadcasting and Capstar Communications executed a consent decree
with the DOJ that, among other things, requires Capstar Broadcasting to
give the DOJ notice of any acquisition in the Long Island, New York;
Houston, Texas; Pittsburgh, Pennsylvania; Greenville, South Carolina; and
Jackson, Mississippi markets at least 30 days prior to the consummation
thereof for a period of up to ten years unless Capstar Broadcasting or
Chancellor Media do not own stations in these areas at the time of the
proposed acquisitions; and

- as a result of the pending acquisition of Triathlon Broadcasting Company,
Capstar Partners has agreed in a letter agreement with the DOJ that,
concurrently with the consummation of the Triathlon acquisition, Capstar
Partners will sell station KNSS-AM (owned by Capstar Partners) and
stations KEYN-FM, KWSJ-FM, KFH-AM and KQAM-AM (owned by Triathlon).

As part of its increased scrutiny of radio station acquisitions, the DOJ
has stated publicly that it believes that LMAs, JSAs and other similar
agreements customarily entered into in connection with radio station transfers,
if such agreements take effect prior to the expiration of the waiting period
under the HSR Act, could violate the HSR Act. Furthermore, the DOJ has noted
that JSAs may raise antitrust concerns under Section 1 of the Sherman Act and
has challenged JSAs in certain locations. To date, none of Capstar Partners'
JSAs has been challenged. However, in connection with Capstar Partners'
agreement to acquire Triathlon Broadcasting Company, Capstar Partners is aware
of an on-going antitrust investigation by the DOJ into JSAs in Spokane,
Washington and Colorado Springs, Colorado between Triathlon and Citadel
Broadcasting Company. Capstar Partners and Citadel have entered into an
agreement involving a swap and sale of radio stations that they believe resolves
most of the DOJ's concerns. However, neither Citadel,

32
<PAGE> 34

Triathlon nor Capstar Partners have entered into any consent decree or other
agreement with the DOJ that would completely resolve the issues. If Citadel and
Capstar Partners are unable to finalize the terms of a consent decree with the
DOJ, the DOJ may initiate a lawsuit against Citadel and Triathlon or take other
action relating to the JSAs. If a lawsuit is initiated against Triathlon before
the acquisition of Triathlon by Capstar Partners, the lawsuit may still be
ongoing when Capstar Partners acquires Triathlon.

EMPLOYEES

As of December 31, 1998, Capstar Partners had a staff of approximately
3,700 full-time employees and approximately 1,400 part-time employees. There are
no collective bargaining agreements between Capstar Partners and its employees.
Capstar Partners believes that its relations with its employees are good.

RISKS ASSOCIATED WITH BUSINESS ACTIVITIES

Potential Negative Consequences of Substantial Indebtedness

As of December 31, 1998, Capstar Partners had outstanding, on a
consolidated basis, long-term indebtedness (including current portions) of $1.6
billion, an accumulated deficit of $109.1 million, and stockholder's equity of
approximately $1.5 billion.

The level of Capstar Partners' indebtedness could have several negative
consequences to the holders of Capstar Partners' and its subsidiaries' equity
and indebtedness, including, but not limited to, the following:

- much of Capstar Partners' cash flow will be dedicated to debt service and
will not be available for other purposes;

- borrowings under Capstar Partners' credit facility are, and future
indebtedness of Capstar Partners may be, subject to variable rates of
interest, which expose Capstar Partners to the risk of increased interest
rates;

- the high level of indebtedness limits Capstar Partners' flexibility to
deal with changing economic, business and competitive conditions; and

- Capstar Partners' ability to obtain financing in the future may be
limited.

The failure to comply with the covenants in the agreements governing the terms
of Capstar Partners' indebtedness could be an event of default and could
accelerate the payment obligations and, in some cases, could affect other
obligations with cross-default and cross-acceleration provisions.

Capstar Partners' ability to satisfy its debt service obligations will
depend upon its future financial and operating performance. If Capstar Partners
cannot satisfy its debt service obligations, it may be forced to find
alternative sources of funds by selling assets, restructuring, refinancing debt,
or seeking additional equity capital. There can be no assurance that any of
these alternative sources would be available on satisfactory terms or at all.

Restrictions Imposed on Capstar Partners by Terms of Indebtedness

The senior loan agreements, the various indentures governing the debt
instruments of Capstar Partners, and the certificates of designation governing
the preferred stock of Capstar Partners contain covenants that restrict Capstar
Partners' ability to:

- incur additional indebtedness, issue preferred stock, incur liens, pay
dividends or make other payments;

- sell assets;

- enter into transactions with affiliates; or

- merge or consolidate with any other person.

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<PAGE> 35

Capstar Partners' senior loan agreements also require Capstar Partners to
maintain specified leverage ratios and interest coverage ratios. Capstar
Partners' ability to meet those financial ratios can be affected by events
beyond its control, and there can be no assurance that it will meet those tests.
A breach of any of these covenants or failure to meet these financial ratios
could result in a default under one or more of the senior loan agreements and
the indentures which would allow the lenders to declare all amounts outstanding
immediately due and payable. In the case of Capstar Partners' senior loan
agreements, if Capstar Partners were unable to repay those amounts, the lenders
thereunder could proceed against the collateral granted to them to secure the
indebtedness. If the amounts outstanding under the senior loan agreements were
accelerated, there can be no assurance that Capstar Partners' assets would be
sufficient to repay the amount in full.

Fixed Charges Negatively Impact Results of Operations

Capstar Partners has experienced net losses as a result of significant
interest and amortization charges relating to acquisitions since its
organization in October 1996. Capstar Partners had net losses attributable to
common stock of $13.3 million, $53.3 million and $72.2 million for the years
ended December 31, 1996, 1997 and 1998, respectively. It is expected that
current interest and amortization charges and increases thereto relating to
acquisitions will have a negative impact on Capstar Partners' results of
operations.

Difficulty of Integrating Acquisitions

Capstar Partners pursues growth through the acquisition of radio
broadcasting companies, radio station groups and individual radio stations
primarily in mid-sized markets. Capstar Partners' acquisition strategy involves
numerous risks, including increasing interest expense requirements, difficulties
in the integration of operations, systems and the management of a large and
geographically diverse group of stations, the diversion of management's
attention from other business concerns and the potential loss of key employees
of acquired stations. This rapid growth through acquisitions has required senior
management to spend a considerable amount of time integrating the
administrative, operational, and financial resources of Capstar Partners with
each newly-acquired radio station. Capstar Partners' future performance and
profitability will depend in part on its ability to integrate successfully the
operations and systems of acquired radio stations, to hire additional personnel,
and to implement necessary enhancements to its management systems to respond to
changes in its business. Depending on the nature, size and timing of future
acquisitions, Capstar Partners may be required to raise additional financing
necessary to consummate its future acquisitions, increasing its debt service
obligations. The availability of additional financing cannot be assured.
Depending on the terms of the potential acquisition, additional financing may
not be permitted under the agreements that govern the outstanding indebtedness
of Capstar Partners or additional financing may not be available on terms
acceptable to Capstar Partners' management. There can be no assurance that any
future acquisitions will not have a material adverse effect on Capstar Partners'
financial condition or results of operations.

Chancellor Media Local Marketing Agreements

Chancellor Media provides services for eleven of Capstar Partners' stations
in large markets under separate LMAs for approximately $49.4 million per year.
Chancellor Media has agreed to acquire such stations in exchange for radio
stations to be identified by Capstar Broadcasting over a three-year period
ending February 20, 2001 with corresponding decreases in the amount of the LMA
fees received by Capstar Partners as stations are exchanged. No assurances can
be given that stations acquired in exchange for these eleven stations will
generate cash flows comparable to the LMA fees received from Chancellor Media,
either initially when such stations are acquired or at all. See "Item
13. Certain Relationships and Related Transactions -- Chancellor Exchange
Agreement."

Control of the Company

Capstar Broadcasting owns all of the outstanding common stock of Capstar
Partners. Thomas O. Hicks and affiliates of Hicks Muse beneficially own
approximately 99.3% of the outstanding Class C Common Stock, representing
approximately 94.7% of the total voting power of the outstanding Common Stock.
Thomas O. Hicks is the controlling stockholder of Hicks Muse and serves as its
Chairman of the Board.
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<PAGE> 36

Accordingly, Thomas O. Hicks has a great deal of influence over the management
policies of Capstar Broadcasting and therefore Capstar Partners and, subject to
certain limited exceptions, all matters submitted to a vote of the holders of
the Common Stock. In addition, the combined voting power of Thomas O. Hicks may
have the effect of discouraging selected transactions involving an actual or
potential change of control of Capstar Partners.

Potential Conflicts of Interest as a Result of Cross-Ownership

Each of Thomas O. Hicks and Lawrence D. Stuart, Jr., members of the board
of directors of Capstar Partners, is a shareholder, director, principal,
managing director or executive officer of various entities affiliated with Hicks
Muse, including Chancellor Media, LIN Television Corporation and Sunrise
Broadcasting, Inc. Each of these companies is in the business of making
significant investments in the broadcasting business and may compete with
Capstar Partners for advertising revenues and broadcast related businesses that
would be complementary to the business of Capstar Partners. As a result of this
cross-ownership of various broadcasting businesses, regulatory and other
restrictions may prevent Capstar Partners from acquiring radio stations in
markets where Chancellor Media, LIN and Sunrise own or operate broadcasting
businesses because of FCC rules. In addition, Hicks Muse has required, and in
the future may require, Capstar Partners to divest itself of one or more radio
stations in a market to permit the ownership of radio and television broadcast
stations in such market by other entities in which Hicks Muse has significant
equity interests.

Competition for Advertising Revenue and Audience Ratings

Radio broadcasting is a highly competitive business. Capstar Partners'
radio stations compete for audiences and advertising revenues with other radio
stations, as well as with other media, such as newspapers, magazines, cable
television, outdoor advertising, direct mail and the Internet. Audience ratings
and market shares are subject to change and any adverse change in a particular
market could have a material adverse effect on Capstar Partners' revenues in
that market. For example, another radio station in a market could convert its
programming format to a format similar to one of Capstar Partners' stations in
that market, a new station in a market could adopt a competitive format or an
existing competitor could strengthen its operations and Capstar Partners'
stations in that market could suffer a reduction in ratings and/or advertising
revenue and could require increased promotional and other expenses.
Consequently, Capstar Partners may not be able to maintain or increase its
current audience ratings or advertising revenues.

Potential Effects of Radio Broadcasting Regulation

The radio broadcasting industry is subject to regulation by various
governmental agencies. In particular, under the Communications Act of 1934, as
amended, the FCC licenses radio stations and extensively regulates their
ownership and operation. Capstar Partners depends on its ability to hold its FCC
broadcasting licenses, which are ordinarily issued for eight years and are
renewable. Although it is rare for the FCC to deny a license renewal
application, there can be no assurance that renewal applications will be
approved or that if granted the renewals will not include restrictive conditions
or qualifications. In addition, limitations on the ownership of radio stations
under the FCC's current rules, or under revised rules being considered by the
FCC, could restrict the ability of Capstar Partners to consummate future
transactions in certain circumstances and could require that some radio stations
be sold.

For a more detailed explanation of the significant regulatory issues
affecting the radio broadcasting industry, see " -- Federal Regulation of Radio
Broadcasting."

Possible Delay in Consummation of the Pending Transactions due to Antitrust
Review

As a result of the recent consolidation of ownership in the radio broadcast
industry, the DOJ has been looking closely at acquisitions in the industry,
including some of Capstar Partners' transactions. The consummation of each of
the pending transactions is, and any of the future transactions contemplated by
Capstar Partners will likely be, subject to the notification filing
requirements, applicable waiting periods and possible review by the DOJ or the
FTC under the HSR Act. DOJ review of certain transactions has caused,

35
<PAGE> 37

and may continue to cause, delays in anticipated closings of certain transaction
and, in some cases, any result in attempts by the DOJ to enjoin such
transactions or negotiate modifications to the proposed terms. These delays,
injunctions or modifications could have a negative effect on Capstar Partners
and result in the abandonment of some otherwise attractive opportunities.
Although Capstar Partners does not believe that its acquisition strategy as a
whole will be adversely affected in any material respect by antitrust review or
by additional divestitures that it may have to make as a result of antitrust
review, there can be no assurance that this will be the case. See "-- Federal
Regulation of Radio Broadcasting -- Federal Antitrust Laws."

Dependence on Management

Capstar Partners' business depends upon the continued efforts, abilities
and expertise of its executive officers and other key employees, including its
regional presidents. Capstar Partners has employment agreements with several key
employees, including R. Steven Hicks and its regional presidents. The loss of
any of these individuals could have an adverse effect on Capstar Partners'
business.

Do Not Place Undue Reliance on Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the
Securities Exchange Act of 1934. The words "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "foresee," "will," "could," "may" and
similar expressions are intended to identify forward-looking statements. All
statements other than statements of historical facts included in this Annual
Report on Form 10-K, including those regarding Capstar Partners' financial
position, operating strategy, acquisition strategy, projected costs and plans
and objectives of management for future operations are forward-looking
statements. The matters discussed in this Risks Associated with Business
Activities section and other factors noted throughout this Annual Report on Form
10-K are cautionary statements identifying factors with respect to any such
forward-looking statements that could cause actual results to differ materially
from those in such forward-looking statements. All forward-looking statements
contained herein are expressly qualified in their entirety by such cautionary
statements. You are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date on which this Annual
Report on Form 10-K is filed.

ITEM 2. PROPERTIES

The types of properties required to support each of Capstar Partners' radio
stations include offices, studios and transmitter/antenna sites. No one property
is material to the overall operations of Capstar Partners. Capstar Partners
typically leases its studio and office space with lease terms that expire in
five to ten years, although Capstar Partners does own certain facilities.
Capstar Partners generally considers its facilities to be suitable and of
adequate size for its current and intended purposes. Capstar Partners typically
owns its transmitter and antenna sites, although Capstar Partners does lease
certain of its transmitter and antenna sites with lease terms that expire in
three to 20 years. The transmitter and antenna site for each station is
generally located so as to provide maximum market coverage, consistent with the
station's FCC license. Capstar Partners does not anticipate any difficulties in
renewing any facility or transmitter and antenna site leases or in leasing
additional space or sites if required.

Capstar Partners owns substantially all other equipment, consisting
principally of transmitting antennae, transmitters, studio equipment and general
office equipment. The towers, antennae and other transmission equipment used by
Capstar Partners' stations are generally in good condition, although
opportunities to upgrade facilities are continuously reviewed. All of the owned
property, other than transmitter and antenna sites and immaterial real estate
interests, secures Capstar Partners' borrowings under its credit facility.

Capstar Partners maintains its corporate headquarters at 600 Congress
Avenue, Suite 1400, Austin, Texas 78701. The telephone number of Capstar
Partners is (512) 340-7800.

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<PAGE> 38

ITEM 3. LEGAL PROCEEDINGS

In October 1996, Cardinal Communications Partners, L.P. filed a complaint
in the United States District Court, Northern District of Texas, Dallas
Division, against SFX Broadcasting, Inc. (the predecessor to Capstar
Communications) and other defendants. The complaint concerned Cardinal's sale of
radio station KTCK-AM to SFX Broadcasting, Inc. in 1995. The claims asserted in
the complaint included breach of contract, fraud, negligent misrepresentation,
quantum meruit and unjust enrichment. The complaint sought declaratory relief,
actual and punitive damages and attorneys' fees all in unspecified amount. SFX
reached an agreement with Cardinal effective August 1, 1997, that settled and
resolved the claims asserted in the lawsuit. As a result of the settlement
agreement, all of the claims have been dismissed against all of the defendants,
with prejudice, except for one claim. This claim, alleging breach of contract
related to deferred payments which SFX may be required to pay to Cardinal in
1998, was dismissed without prejudice, subject to renewal by Cardinal through an
agreed arbitration procedure. In October 1998, the parties completed an
arbitration regarding the 1998 deferred payment. In November 1998, the parties
settled the claim for approximately $3.1 million, excluding legal fees of
approximately $0.2 million.

On August 29, 1997, two lawsuits were commenced against SFX and its
directors in the Court of Chancery of the State of Delaware (New Castle County).
The plaintiffs in the lawsuits are Harbor Finance Partners (C.A. No. 15891) and
Steven Lieberman (C.A. No. 15901). The complaints are identical and allege that
the consideration to be paid as a result of the acquisition of SFX to the
holders of the Class A common stock of SFX was unfair and that the individual
defendants breached their fiduciary duties. Both complaints sought to have the
actions certified as class actions and sought to enjoin the SFX acquisition or,
in the alternative, monetary damages. The parties agreed that the lawsuits could
be consolidated in one action entitled In Re SFX Broadcasting, Inc. Shareholders
Litigation (C.A. No. 15891). On March 17, 1998, the parties entered into a
Memorandum of Understanding, pursuant to which the parties reached an agreement
providing for a settlement of the lawsuit. Pursuant to the settlement, SFX
agreed not to seek an amendment to the SFX merger agreement with Capstar
Partners to reduce the consideration to be received by the stockholders of SFX
in the SFX acquisition in order to offset the indemnity obligations of SFX
Entertainment, Inc., a former subsidiary of SFX. The settlement also provides
for SFX to pay plaintiff's counsel an aggregate of $950,000, including all fees
and expenses as approved by the court. The settlement is conditioned on
completion of confirmatory discovery and court approval. Pursuant to the
settlement, the defendants have denied, and continue to deny, that they have
acted in bad faith or breached any fiduciary duty. There can be no assurance
that the court will approve the settlement. The parties currently are engaging
in confirmatory discovery.

On July 13, 1998, Noddings Investment Group, Inc. and Noddings Warrant
Limited Partnership filed Civil Action No. 16538 in the Court of Chancery of the
State of Delaware in and for New Castle County against Capstar Communications.
Noddings alleges that Capstar Communications breached a warrant agreement that
Noddings contends requires Capstar Communications to permit Noddings to exercise
warrants in exchange for cash and shares of stock of SFX Entertainment, Inc.
Specifically, Noddings alleges that Capstar Communications has violated the
warrant agreement by permitting Noddings to receive cash in exchange for its
warrants, but refusing to convey shares of stock of SFX Entertainment. In
addition to suing on its own behalf, Noddings is seeking to prosecute the action
on behalf of a putative class comprised of all persons who owned equivalent
warrants on April 21, 1998, (the date immediately following the record date of
the distribution of stock of SFX Entertainment to holders of the stock of SFX)
and their transferees and successors in interest. Noddings has requested that
the court:

- declare that on the exercise of its warrants Capstar Communications
transmit to plaintiffs and members of the class that it seeks to
represent $22.3725 in cash per warrant and 0.2983 shares of common stock
of SFX Entertainment per warrant;

- require Capstar Communications to pay 0.2983 shares of common stock of
SFX Entertainment per warrant and, (if not previously paid) $22.3725 in
cash, to any putative class member that has exercised or exercises
warrants after April 20, 1998;

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<PAGE> 39

- in the alternative, award plaintiffs and members of the putative class
monetary damages in an amount to be determined at trial; and

- award costs and attorneys' fees.

In March 1999, the court issued an opinion dismissing two of Nodding's
counts and granting summary judgment in favor of Noddings on one count. The
court held that Noddings is entitled to 0.2983 shares of SFX Entertainment stock
per warrant. Capstar Communications intends to continue to defend this action
through a motion for reargument and if necessary an appeal.

On July 24, 1998, in connection with Capstar Partners' pending acquisition
of Triathlon Broadcasting Company, Capstar Partners was notified of an action
filed on behalf of all holders of depository shares of Triathlon against
Triathlon, its directors, and Capstar Partners. The action was filed in the
Court of Chancery of the State of Delaware (Civil Action No. 16560) in and for
New Castle County, Delaware by Herbert Behrens. The complaint alleges that
Triathlon and its directors breached their fiduciary duties to the class of
depository shareholders by agreeing to a transaction with Capstar Partners that
allegedly favored the Class A common shareholders of Triathlon at the expense of
the depository shareholders. Capstar Partners is accused of knowingly aiding and
abetting the breaches of fiduciary duties allegedly committed by the other
defendants. The complaint seeks to have the action certified as a class action
and seeks to enjoin the Triathlon acquisition, or in the alternative, seeks
monetary damages in an unspecified amount. On February 12, 1999, the parties
signed a Memorandum of Understanding that provides for the settlement of the
lawsuit. The amount of the settlement depends upon whether the average closing
price for the Class A common stock of Triathlon over the twenty days ending on
the date immediately preceding the effective time of the Triathlon acquisition
is equal to or lower than $12.60 per share. If the average closing price is
equal to or over $12.60 per share, Capstar Partners will pay $0.11 additional
consideration for each depositary share owned by any class member at the
effective time of the Triathlon acquisition. If the average closing price is
under $12.60 per share, Capstar Partners will pay $0.37 additional consideration
for each depositary share owned by any class member at the effective time of the
Triathlon acquisition. Capstar Partners also agreed not to oppose plaintiff's
counsel's application for attorney fees and expenses in the aggregate amount of
$150,000 if Capstar Partners pays $0.11 additional consideration for each
depositary share under the proposed settlement and the aggregate amount of
$400,000 if Capstar Partners pays $0.37 additional consideration for each
depositary share under the proposed settlement. The proposed settlement is
contingent upon confirmatory discovery by the plaintiff, execution of a
definitive settlement agreement, and court approval.

On September 9, 1998, Capstar Partners was notified of an action filed on
behalf of all owners of securities of Chancellor Media against Chancellor Media,
Hicks Muse and the individual directors of Chancellor Media in the Court of
Chancery of the State of Delaware in and for New Castle County, Delaware. While
the complaint does not name Capstar Partners as a defendant, the complaint
alleges that Chancellor Media and its directors breached their duties to the
alleged class by entering into an "overly generous offer for Capstar assets."
The action is relevant to Capstar Partners because inter alia, the plaintiff
seeks an injunction prohibiting the proposed Chancellor Merger with Capstar
Partners. As Capstar Partners is not a defendant in this action, Capstar
Partners has no obligation to appear or participate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Capstar Partners did not submit any matters to a vote of its
securityholders during the fourth quarter of the fiscal year ending December 31,
1998.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The common stock of Capstar Partners is not registered under the Securities
Act of 1933 or the Securities Act of 1934, as amended, and is not listed on any
national securities exchange. As of December 31, 1998, there was no established
public trading market for the common stock of Capstar Partners. All of the
common stock of Capstar Partners is held by Capstar Broadcasting.

In 1997 and 1998, Capstar Partners declared and paid cash dividends on
their common stock of $765 and $250,161, respectively.

Capstar Partners is a holding company with no significant assets other than
the capital stock of its direct and indirect subsidiaries. Consequently, the
sole source of cash for Capstar Partners from which to make dividend payments
will be dividends distributed or other payments made to it by its operating
subsidiaries. The right of Capstar Partners to participate in any distribution
of earnings or assets of its subsidiaries is subject to the prior claims of
creditors of the its subsidiaries. The Company's ability to pay dividends and
make other distributions is restricted by the terms of its indebtedness and
preferred stock.

ITEM 6. SELECTED HISTORICAL FINANCIAL DATA

CAPSTAR BROADCASTING PARTNERS, INC.

In July 1997, Capstar Partners through a wholly-owned subsidiary merged
with GulfStar Communications, Inc. in a transaction between entities under
common control which was accounted for in a manner similar to a pooling of
interests. The table below presents only the financial data of GulfStar from
January 1, 1994 through October 16, 1996, the date Capstar Partners commenced
operations. Subsequent to October 16, 1996, the historical financial data of
Capstar Partners and GulfStar have been combined.

The operating and other data in the following table have been derived from
the audited consolidated financial statements of Capstar Partners for the years
ended December 31, 1996, 1997 and 1998, all of which are included elsewhere in
this Annual Report on Form 10-K, and from the audited consolidated financial
statements of Capstar Partners for the years ended December 31, 1994 and 1995.
The selected balance sheet data in the following table have been derived from
the audited consolidated financial statements of Capstar Partners as of December
31, 1997 and 1998 which are included elsewhere in this Annual Report on Form
10-K, and from the audited consolidated financial statements of Capstar Partners
as of December 31, 1994, 1995 and 1996.

Broadcast cash flow consists of operating income before depreciation,
amortization, corporate expenses, noncash compensation expense, LMA fees, and
merger, nonrecurring and systems development expense. EBITDA (before noncash
compensation expense, LMA fees and merger, nonrecurring and systems development
expense) consists of operating income before depreciation, amortization, noncash
compensation expense, LMA fees and merger, nonrecurring and systems development
expense. Broadcast cash flow and EBITDA (before noncash compensation expense,
LMA fees and merger, nonrecurring and systems development expense) are discussed
because they are measures widely used in the broadcasting industry to evaluate a
radio company's operating performance. You should know that broadcast cash flow
and EBITDA (before noncash compensation expense, LMA fees and merger,
nonrecurring and systems development expense) are not measures of performance
calculated in accordance with generally accepted accounting principles ("GAAP").
Accordingly, you should also review Capstar Partners' operating income, cash
flows from operating activities and other income or cash flow statements that
are prepared in accordance with GAAP. Since broadcast cash flow and EBITDA
(before noncash compensation expense, LMA fees and

39
<PAGE> 41

merger, nonrecurring and systems development expense) are not calculated in
accordance with GAAP, you should not compare them to similarly titled
information used by other companies.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1994 1995 1996 1997 1998
------- ------- -------- ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenue......................... $ 9,834 $15,797 $ 42,866 $ 175,445 $ 517,467
Station operating expenses.......... 6,662 11,737 30,481 122,135 304,565
Corporate expenses.................. 339 513 2,523 14,221 23,373
Noncash compensation expense(1)..... -- -- 6,176 10,575 21,260
LMA fees............................ 330 341 834 2,519 4,103
Depreciation and amortization....... 712 1,134 4,141 26,415 96,207
Merger, nonrecurring and systems
development expense.............. -- -- -- 4,729 12,970
Operating income (loss)............. 1,791 2,072 (1,289) (5,149) 54,989
Interest expense.................... 635 3,737 8,907 47,012 110,545
Net income (loss)................... 645 1,570 (11,957) (39,661) (60,041)
Net income (loss) attributable to
common stock..................... 645 1,562 (13,307) (53,292) (72,249)
OTHER DATA:
Broadcast cash flow................. $ 3,172 $ 4,060 $ 12,385 $ 53,310 $ 212,902
Broadcast cash flow margin.......... 32.3% 25.7% 28.9% 30.4% 41.1%
EBITDA(before noncash compensation
expense, LMA fees and merger,
nonrecurring and systems
development expense)............. $ 2,833 $ 3,547 $ 9,862 $ 39,089 $ 189,529
Cash flows related to:
Operating activities............. 1,833 1,259 (2,339) 6,699 8,757
Investing activities............. (11,531) (19,648) (155,579) (487,002) (1,187,846)
Financing activities............. 10,325 17,696 167,519 540,541 1,126,145
Capital expenditures................ 1,192 495 2,478 10,020 44,886
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents........... $ 913 $ 220 $ 9,821 $ 70,059 $ 17,115
Intangible and other assets, net.... 15,094 39,003 344,524 884,639 4,250,695
Total assets................ 20,991 49,000 402,632 1,106,050 4,649,697
Long-term debt, including current
portion.......................... 18,719 37,427 191,170 594,572 1,628,589
Redeemable preferred stock.......... -- 758 23,098 101,493 262,368
Total stockholder's
equity.................... 970 2,563 93,736 215,869 1,466,154
</TABLE>

- - ---------------

(1) Consists of noncash compensation charges resulting from the grant of
warrants, options and stock subscriptions.

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<PAGE> 42

SFX BROADCASTING, INC.

In May 1998, Capstar Broadcasting acquired SFX Broadcasting, Inc. (renamed
Capstar Communications).

The operating and other data in the following table have been derived from
the audited consolidated financial statements of Capstar Communications for the
years ended December 31, 1996, 1997 and 1998, all of which are included
elsewhere in this Annual Report on Form 10-K, and from the audited consolidated
financial statements of Capstar Communications for the years ended December 31,
1994 and 1995. The selected balance sheet data in the following table have been
derived from the audited consolidated financial statements of Capstar
Communications as of December 31, 1997 and 1998 which are included elsewhere in
this Annual Report on Form 10-K, and from the audited consolidated financial
statements of Capstar Communications as of December 31, 1994, 1995 and 1996.

Broadcast cash flow consists of operating income before depreciation,
amortization, duopoly integration costs and acquisition related costs, corporate
expenses, settlement of options and warrants, LMA fees and nonrecurring and
unusual charges. EBITDA (before settlement of options and warrants, LMA fees,
nonrecurring and unusual charges and income (loss) from operations to be
distributed to shareholders) consists of operating income before depreciation,
amortization, duopoly integration costs and acquisition related costs, LMA fees
and nonrecurring and unusual charges. Broadcast cash flow and EBITDA (before
settlement of options and warrants, LMA fees, nonrecurring and unusual charges
and income (loss) from operations to be distributed to shareholders) are
discussed because they are measures widely used in the broadcasting industry to
evaluate a radio company's operating performance. Broadcast cash flow and EBITDA
(before settlement of options and warrants, LMA fees, nonrecurring and unusual
charges and income (loss) from operations to be distributed to shareholders) are
not measures of performance calculated in accordance with GAAP. Accordingly, you
should also review Capstar Communications' statements of operations and cash
flows that are prepared in accordance with GAAP. Since broadcast cash flow and
EBITDA (before settlement of options and warrants, LMA fees, nonrecurring and
unusual charges and income (loss) from

41
<PAGE> 43

operations to be distributed to shareholders) are not calculated in accordance
with GAAP, you should not compare them to similarly titled information used by
other companies.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1994 1995 1996 1997 1998
-------- -------- --------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Net revenue....................... $ 55,556 $ 76,830 $ 143,061 $ 270,364 $ 353,638
Station operating expenses........ 33,956 51,039 92,816 167,063 192,235
Corporate expenses................ 2,964 3,797 6,261 6,837 8,745
Depreciation, amortization,
duopoly integration costs and
acquisition related costs...... 5,873 9,137 17,311 38,232 73,353
Nonrecurring and unusual charges,
including adjustments to
broadcast rights agreements.... -- 5,000 28,994 20,174 35,425
Operating income (loss)........... 12,763 7,857 (2,373) 37,434 (31,305)
Interest expense.................. (9,332) (12,903) (34,897) (64,506) (67,072)
Net income (loss)................. 1,836 (4,396) (50,852) (21,247) (191,255)
Net income (loss) attributable to
common stock................... 1,488 (4,687) (56,913) (59,757) (218,298)
OTHER DATA:
Broadcast cash flow............... $ 21,600 $ 25,791 $ 50,245 $ 103,301 $ 161,403
Broadcast cash flow margin........ 38.9% 33.6% 35.1% 38.2% 45.6%
EBITDA (before settlement of
options and warrants, LMA fees,
nonrecurring and unusual
charges and income (loss) from
operations to be distributed to
shareholders).................. $ 18,636 $ 21,994 $ 43,984 $ 96,464 $ 152,658
Cash flows related to:
Operating activities........... 1,174 499 (13,447) 5,047 60,308
Investing activities........... (6,184) (25,697) (470,513) (499,051) (540,000)
Financing activities........... (2,083) 33,897 502,668 494,068 547,619
Capital expenditures.............. 1,951 3,261 3,224 12,409 17,049
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and cash equivalents......... $ 3,194 $ 11,893 $ 10,601 $ 24,686 $ 11,391
Intangible and other assets,
net............................ 102,152 129,543 664,103 1,039,394 3,323,486
Total assets.............. 145,808 187,337 859,327 1,375,615 3,526,641
Total debt and capital
lease obligations....... 81,516 81,850 481,460 764,702 698,589
Redeemable preferred stock........ 2,466 3,285 152,053 375,796 148,669
Total stockholders'
equity.................. 48,856 83,061 94,517 74,825 1,614,550
</TABLE>

COMMODORE MEDIA, INC.

In October 1996, Capstar Partners acquired Commodore Media, Inc. (renamed
Capstar Radio Broadcasting Partners, Inc.) in its initial acquisition. The
operating and other data in the following table has been derived from the
audited consolidated financial statements of operations and cash flows of
Commodore Media, Inc. and Subsidiaries for the year ended December 31, 1995, and
for the period from January 1, 1996 to October 16, 1996, both of which are
included elsewhere in this Annual Report on Form 10-K, and from audited
consolidated financial statements of Commodore Media, Inc. for the year ended
December 31, 1994.

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<PAGE> 44

The selected balance sheet data in the following table has been derived from the
audited consolidated financial statements of Commodore Media, Inc. as of
December 31, 1994 and 1995.

Broadcast cash flow consists of operating income before depreciation,
amortization, corporate expenses, LMA fees and noncash compensation expense.
EBITDA (before noncash compensation expense and LMA fees) consists of operating
income before depreciation, amortization, LMA fees and noncash compensation
expense. Broadcast cash flow and EBITDA (before noncash compensation expense and
LMA fees) are discussed because they are measures widely used in the
broadcasting industry to evaluate a radio company's operating performance. You
should know that broadcast cash flow and EBITDA (before noncash compensation
expense and LMA fees) are not measure of performance calculated in accordance
with GAAP. Accordingly, you should also review Capstar Partners' operating
income, cash flows from operating activities and other income or cash flow
statements that are prepared in accordance with GAAP. Since broadcast cash flow
and EBITDA (before noncash compensation expense and LMA fees) are not calculated
in accordance with GAAP, you should not compare them to similarly titled
information used by other companies.

<TABLE>
<CAPTION>
COMMODORE MEDIA, INC.
------------------------ JANUARY 1,
YEAR ENDED DECEMBER 31, 1996 --
------------------------ OCTOBER 16,
1994 1995 1996(1)
---------- ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
OPERATING DATA:
Net revenue............................................ $ 26,225 $ 30,795 $ 31,957
Station operating expenses............................. 16,483 19,033 21,291
Depreciation and amortization.......................... 2,145 1,926 2,158
Corporate expenses..................................... 2,110 2,051 1,757
Other expense(2)....................................... 2,180 2,007 13,834
Operating income (loss)................................ 3,307 5,778 (7,083)
Interest expense....................................... 3,152 7,806 8,861
Net loss............................................... (527) (2,240) (17,836)
OTHER DATA:
Broadcast cash flow.................................... $ 9,742 $ 11,762 $ 10,666
Broadcast cash flow margin............................. 37.1% 38.2% 33.4%
EBITDA................................................. $ 7,632 $ 9,711 $ 8,909
Cash flows related to:
Operating activities................................ 4,061 1,245 1,990
Investing activities................................ (50) (4,408) (34,358)
Financing activities................................ (2,855) 12,013 26,724
Capital expenditures................................... 623 321 449
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents.............................. $ 2,042 $ 10,891
Intangible and other assets, net....................... 21,096 27,422
Total assets................................... 36,283 52,811
Long-term debt, including current portion.............. 36,962 66,261
Redeemable preferred stock............................. 8,414 --
Total stockholders' deficit.................... (18,038) (18,555)
</TABLE>

- - ---------------

(1) Represents the results of operations of Commodore Media, Inc. for the period
from January 1, 1996 through October 16, 1996.

(2) In 1996, other expense consists of merger-related compensation charges in
connection with Capstar Partners' acquisition of Commodore Media, Inc. Such
expenses are not expected to recur. In 1994 and 1995 other operating
expenses consist of non-cash compensation charges resulting from the grant
of employee options, warrants, and stock subscriptions.

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<PAGE> 45

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

In Management's Discussion and Analysis management explains the general
financial condition and the results of operation of Capstar Partners including:

- what factors affect Capstar Partners' business;

- what Capstar Partners' earnings and costs were in 1998 and 1997;

- why those earnings and costs were different from the year before;

- where Capstar Partners' earnings come from;

- how all of this affects Capstar Partners' overall financial condition;

- what Capstar Partners' expenditures for acquisitions and other capital
needs were since its organization in October 1996 and what management
expects them to be in 1999; and

- where cash will come from to pay for future capital expenditures and debt
service obligations.

As you read this Management's Discussion and Analysis, it may be helpful to
refer to Capstar Partners' Consolidated Financial Statements on pages F-2
through F-36, which present the results of operations for 1998, 1997 and 1996.
In Management's Discussion and Analysis, management analyzes and explains the
annual changes in the specific line items in the consolidated statements of
operations and other data. You should know that these changes are not
historically comparable because of the numerous acquisitions and dispositions
that Capstar Partners has completed since its inception. Management's analysis
may be important to you in making decisions about your investments in Capstar
Partners.

Capstar Broadcasting and Chancellor Media have agreed to merge. The merger
is discussed in more detail in "Item 1. Business -- The
Transactions -- Chancellor Merger." The merger with Chancellor Media may impact
many of the matters discussed in this Management's Discussion and Analysis,
including earnings, results of operations, expenses, liquidity and capital
resources.

Management believes that it is important to discuss advertising revenues
and seasonal fluctuations of advertising revenues, two factors that have a
strong influence on Capstar Partners' business performance:

- ADVERTISING REVENUES. Capstar Partners' revenues are derived primarily
from the sale of time to local and national advertisers. These revenues
are affected by the advertising rates that Capstar Partners is able to
charge and the number of advertisements that can be broadcast without
jeopardizing listener levels (and resulting ratings). Advertising rates
tend to be based upon demand for a station's advertising inventory and
its ability to attract audiences in targeted demographic groups, as
measured principally by Arbitron. Capstar Partners attempts to maximize
revenues for each of its stations by adjusting rates based upon local
market conditions, controlling advertising inventory and creating demand
and audience ratings.

- SEASONALITY. Seasonal revenue fluctuations are common in the radio
broadcasting industry and are due primarily to fluctuations in
advertising expenditures by local and national advertisers. Advertising
expenditures are typically lowest in the first calendar quarter and
highest in the second and fourth calendar quarters of each year. Capstar
Partners' operating results in any period may be affected by the
occurrence of advertising and promotion expenses that do not produce
commensurate revenues in the period in which the expenditures are made.
Because Arbitron reports audience ratings on a quarterly basis, Capstar
Partners' ability to realize revenues as a result of increased
advertising and promotional expenses and any resulting audience ratings
improvements may be delayed for several months.

In the following analysis, management discusses broadcast cash flow and
EBITDA (before noncash compensation expense, LMA fees and merger, nonrecurring
and systems development expense) because they are measures widely used in the
broadcasting industry to evaluate a radio company's operating performance.

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<PAGE> 46

Broadcast cash flow consists of operating income before depreciation,
amortization, corporate expenses, LMA fees, noncash compensation expense and
merger, nonrecurring and systems development expense. EBITDA (before noncash
compensation expense, LMA fees and merger, nonrecurring and systems development
expense) consists of operating income before depreciation, amortization, LMA
fees and noncash compensation expense. You should know that broadcast cash flow
and EBITDA (before noncash compensation expense, LMA fees and merger,
nonrecurring and systems development expense) are not measures of performance
calculated in accordance with GAAP. Accordingly, you should also review Capstar
Partners' operating income, cash flows from operating activities and other
income or cash flow statements that are prepared in accordance with GAAP.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net Revenue. Net revenue increased $342.0 million or 194.9% to $517.4
million in the year ended December 31, 1998 from $175.4 million in the year
ended December 31, 1997. This increase was attributable to the acquisitions of
radio stations and revenue generated from JSAs and LMAs entered into during the
year ended December 31, 1998. On a same station basis, for stations owned or
operated as of December 31, 1998, net revenue increased $66.8 million or 11.7%
to $637.7 million from $570.9 million in the year ended December 31, 1997. The
increase was primarily attributable to growth in the sale of time to local and
national advertisers.

Station Operating Expenses. Station operating expenses increased $182.5
million or 149.4% to $304.6 million in the year ended December 31, 1998 from
$122.1 million in the year ended December 31, 1997. On a same station basis, for
stations owned or operated as of December 31, 1998, operating expenses increased
$16.8 million or 4.8% to $351.4 million from $368.2 million in the year ended
December 31, 1997. As a percent of revenue, historical operating expenses have
declined from 69.6% in 1997 to 58.9% in 1998 as a result of (i) cost savings
measures implemented by Capstar Partners in connection with its acquisitions and
(ii) the spreading of fixed costs over a larger revenue base.

Corporate Expenses. Corporate expenses increased $9.2 million or 64.4% to
$23.4 million in the year ended December 31, 1998 from $14.2 million in the same
period during 1997 primarily as a result of higher salary expense for additional
staffing.

Other Operating Expenses. Depreciation and amortization increased $69.8
million or 264.2% to $96.2 million in the year ended December 31, 1998 from
$26.4 million in the same period in 1997 primarily due to radio station
acquisitions consummated in 1998. Noncash compensation expense related to
certain options, warrants and stockholder non-recourse notes increased $10.7
million or 101.0% to $21.3 million in 1998 from $10.6 million in 1997 due to an
increase in the fair value of the Capstar Broadcasting Class A Common Stock. In
1998, Capstar Partners recorded merger, nonrecurring and systems development
expense of $12.9 million which consisted of (i) $8.1 million of investment
banking, legal and other expense related to the pending merger with Chancellor
Media, (ii) $2.1 million of expense, primarily legal, accounting and severance
costs associated with acquisitions and legal reorganization, (iii) $1.4 million
consisting primarily of startup costs associated with Capstar Partners' sales
training initiative and (iv) $1.3 million of current state assessment, business
process reengineering and training expense incurred in connection with Capstar
Partners' development of the Galaxy(TM) system. In 1997, Capstar Partners
recorded merger, nonrecurring and systems development expense of $4.7 million
which consisted of investment banking, legal and transaction fees related to the
acquisition of GulfStar Communications, Inc.

Other Income (Expense). Interest expense increased $63.5 million or 135.1%
to $110.5 million in the year ended December 31, 1998 from $47.0 million in the
same period in 1997 primarily due to the interest expense associated with
indebtedness incurred in connection with Capstar Partners' acquisitions. In
1998, an extraordinary loss of $7.3 million on extinguishment of debt was
recorded relating to Capstar Partners' refinancing of its previous credit
facility with a new credit facility in the second quarter of 1998 and Capstar
Radio purchasing all of the outstanding shares of its 13 1/4% Senior
Subordinated Notes due 2003 of Commodore Media, Inc. (the "13 1/4% Capstar Radio
Notes"). In 1997, an extraordinary loss of $2.4 million

45
<PAGE> 47

was recorded relating to the write-off of deferred financing fees associated
with the GulfStar Communications, Inc. credit facility which was refinanced
during the period.

Net Loss. As a result of the factors described above, net loss increased
$20.4 million to a $60.0 million net loss in the year ended December 31, 1998
from a $39.6 million net loss in the year ended December 31, 1997.

Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased $159.6 million or 299.4% to $212.9 million in the year ended
December 31, 1998 from $53.3 million in the year ended December 31, 1997. The
broadcast cash flow margin was 41.1% in the year ended December 31, 1998 as
compared to 30.4% in the same period in 1997. On a same station basis, for
stations owned or operated as of December 31, 1998, broadcast cash flow
increased $50.0 million or 22.8% to $269.6 million from $219.6 million in the
year ended December 31, 1997.

EBITDA (before noncash compensation expense, LMA fees and merger,
nonrecurring and systems development expense). As a result of the factors
described above, EBITDA (before noncash compensation expense, LMA fees and
merger, nonrecurring and systems development) increased $150.4 million or 384.9%
to $189.5 million in the year ended December 31, 1998 from $39.1 million in the
year ended December 31, 1997. The EBITDA (before noncash compensation expense,
LMA fees and merger, nonrecurring and systems development) margin increased to
36.6% in 1998 from 22.3% in 1997.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Net Revenue. Net revenue increased $132.5 million or 309.3% to $175.4
million in the year ended December 31, 1997 from $42.9 million in the year ended
December 31, 1996. This increase was attributable to the acquisition of radio
stations and revenue generated from JSAs and LMAs entered into during the year
ended December 31, 1997. On a same station basis, for stations owned or operated
as of December 31, 1997, net revenue increased $9.0 million or 4.2% to $223.5
million from $214.5 million in the year ended December 31, 1996. This increase
was primarily attributable to growth in the sale of time to local and national
advertisers.

Station Operating Expenses. Station operating expenses increased $91.6
million or 300.7% to $122.1 million in the year ended December 31, 1997 from
$30.5 million in the year ended December 31, 1996. The increase was primarily
attributable to the station operating expenses of the radio station acquisitions
and the JSAs and the LMAs entered into during the year ended December 31, 1997.
On a same station basis, for stations owned or operated as of December 31, 1997,
operating expenses decreased $1.4 million or 0.9% to $157.6 million from $159.0
million in the year ended December 31, 1996. As a percent of revenue, historical
operating expenses declined from 71.1% in 1996 to 69.6% in 1997 as a result of
(i) cost savings measures implemented by Capstar Partners in connection with its
acquisitions and (ii) the spreading of fixed costs over a larger revenue base.

Corporate Expenses. Corporate expenses increased $11.7 million or 463.7%
during 1997 to $14.2 million from $2.5 million in 1996 as a result of higher
salary expense for additional staffing.

Other Operating Expenses. Depreciation and amortization increased $22.3
million or 537.9% to $26.4 million in 1997 from $4.1 million in 1996 primarily
due to radio station acquisitions consummated in 1997. LMA fees increased $1.7
million, or 202.0%, to $2.5 million in the year ended December 31, 1997 from
$800,000 in the year ended December 31, 1996. Noncash compensation expense
increased $4.4 million or 71.2% to $10.6 million in the year ended December 31,
1997 from approximately $6.2 million in the year ended December 31, 1996 due to
compensation charges in connection with warrants issued to R. Steven Hicks and
certain stock subscriptions. In 1997, Capstar Partners recorded merger,
nonrecurring and systems development expense of $4.7 million which consisted of
investment banking, legal and transaction fees related to the acquisition of
Gulfstar Communications, Inc.

Other Income (Expense). Interest expense increased $38.1 million or 427.8%
to $47.0 million in the year ended December 31, 1997 from $8.9 million during
the same period in 1996 primarily due to indebtedness incurred in connection
with Capstar Partners' acquisitions.
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<PAGE> 48

Net Loss. As a result of the factors described above, net loss increased
$27.7 million in the year ended December 31, 1997 to a net loss of $39.7 from a
net loss of $12.0 million in the year ended December 31, 1996.

Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased $40.9 million or 330.4% to $53.3 million in the year ended
December 31, 1997 from $12.4 million in the year ended December 31, 1996. The
broadcast cash flow margin was 30.4% in the year ended December 31, 1997 as
compared to 28.9% in the same period in 1996. The inclusion of broadcast cash
flow from acquisitions and the JSAs and the LMAs accounted for $40.1 million of
the increase. On a same station basis, for stations owned or operated as of
December 31, 1997, broadcast cash flows increased $10.4 million or 18.8% to
$65.9 million from $55.5 million in year ended December 31, 1996.

EBITDA (before noncash compensation expense, LMA fees and merger,
nonrecurring and systems development expense). As a result of the factors
described above, EBITDA (before noncash compensation expense, LMA fees and
merger, nonrecurring and systems development expense) increased $29.2 million or
296.4% to $39.1 million in the year ended December 31, 1997 from $9.9 million in
the year ended December 31, 1996. The EBITDA (before noncash compensation
expense, LMA fees and merger, nonrecurring and systems development expense)
margin decreased to 22.3% in 1997 from 23.0% in 1996 as a result of higher
corporate expenses as described above.

LIQUIDITY AND CAPITAL RESOURCES

Capstar Partners' acquisition strategy requires a great deal of capital.
Capstar Partners has historically used the proceeds of bank debt, debt
offerings, equity offerings and cash flow from operations to fund the
implementation of its acquisition strategy. Capstar Partners' business has
generated sufficient cash flow from operations to finance its existing
operations and debt service requirements, and management anticipates that this
will continue to be the case. A brief summary of each of Capstar Partners'
outstanding debt or preferred equity instruments follows.

In February 1997, Capstar Partners issued its 12 3/4% Senior Discount Notes
due 2009 (the "12 3/4% Capstar Partners Notes") at a substantial discount from
their aggregate principal amount at maturity of $277.0 million. The 12 3/4%
Capstar Partners Notes pay no cash interest until August 1, 2002. Accordingly,
the carrying value will increase through accretion until August 1, 2002. As of
December 31, 1998, the outstanding principal balance was $189.0 million.
Beginning on August 1, 2002, Capstar Partners will pay interest of approximately
$17.7 million semi-annually on February 1 and August 1 of each year until
maturity on February 1, 2009.

In June 1997, Capstar Radio issued its 9 1/4% Senior Subordinated Notes due
2007 (the "9 1/4% Capstar Radio Notes".) As of December 31, 1998, the
outstanding principal balance was $199.3 million. Capstar Radio pays interest
payments of $9.25 million on the 9 1/4% Capstar Radio Notes semi-annually on
January 1 and July 1 of each year. The 9 1/4% Capstar Radio Notes mature on July
1, 2007.

In June 1997, Capstar Partners issued 1,000,000 shares of its 12% Senior
Exchangeable Preferred Stock (the "12% Capstar Partners Preferred Stock").
Capstar Partners is required to pay dividends on the 12% Capstar Partners
Preferred Stock semi-annually on January 1 and July 1 of each year at a rate of
$12.00 per share. Until July 1, 2002, dividends may be paid, at Capstar
Partners' option, either in cash or in additional shares of 12% Capstar Partners
Preferred Stock. Since issuance, Capstar Partners has paid the required dividend
in additional shares. Capstar Partners intends to continue to pay the dividend
in additional shares, rather than cash, through July 1, 2002. As of March 1,
1999, 1,196,236 shares of the 12% Capstar Partners Preferred Stock were issued
and outstanding with a liquidation preference equal to $100.00 per share or
approximately $119.6 million.

In addition to the financing described above, Capstar Partners has assumed
the outstanding indebtedness of some of the companies that it has acquired. In
October 1996, Capstar Partners assumed the 13 1/4% Capstar Radio Notes. In April
1998, Capstar Partners purchased all of the outstanding 13 1/4% Capstar Radio
Notes

47
<PAGE> 49

for an aggregate purchase price of $90.2 million, including a $10.7 million
purchase premium and $2.7 million of accrued interest.

In May 1998, the obligations of SFX Broadcasting, Inc. under its 10 3/4%
Senior Subordinated Notes due 2006 (the "10 3/4% CCI Notes") and the 11 3/8%
Senior Subordinated Notes due 2000 (the "11 3/8% CCI Notes") remained
outstanding after the acquisition of SFX (renamed Capstar Communications). In
July 1998, Capstar Communications redeemed $154.0 million aggregate principal
amount of the 10 3/4% CCI Notes for an aggregate purchase price of $172.8
million, including a $16.6 million redemption premium and $2.2 million of
accrued interest. Because the acquisition resulted in a change of control,
Capstar Communications was required to make an offer to purchase all of the
10 3/4% CCI Notes and the CCI 11 3/8% Notes. In July 1998, Capstar
Communications purchased $1.9 million aggregate principal amount of the 10 3/4%
CCI Notes for an aggregate purchase price of $1.9 million, including a $18,000
purchase premium and $31,000 of accrued interest. The carrying value of the
10 3/4% CCI Notes approximated their fair value at the date of redemption.
Capstar Communications did not purchase any 11 3/8% CCI Notes. Capstar
Communications pays interest of approximately $15.9 million on the 10 3/4% CCI
Notes semi-annually on May 15 and November 15 of each year. The 10 3/4% CCI
Notes mature on May 15, 2006. Capstar Communications pays interest of
approximately $32,000 on the 11 3/8% CCI Notes semi-annually on April 1 and
October 1 of each year. The 11 3/8% CCI Notes mature on October 1, 2000. As of
December 31, 1998, the outstanding principal balances were $294.1 million and
$566,000 on the 10 3/4% CCI Notes and 11 3/8% CCI Notes, respectively.

Upon completion of the SFX acquisition of Capstar Communications, 2,392,022
shares of SFX's Series E Cumulative Exchangeable Preferred Stock ("CCI Series E
Preferred Stock") remained outstanding at Capstar Communications. Capstar
Communications is required to pay dividends on the CCI Series E Preferred Stock
semi-annually on January 15 and July 15 of each year at the rate per share of
$12.625 per year. Until January 15, 2002, Capstar Communications may pay
dividends either in cash or in additional shares of CCI Series E Preferred
Stock. Since July 15, 1998, Capstar Communications has paid the required
dividend by issuing additional shares. Capstar Communications intends to
continue to pay the dividend in additional shares, rather than cash, through
January 15, 2002. In July 1998, Capstar Communications redeemed 1,196,011 shares
of CCI Series E Preferred Stock for an aggregate purchase price of $141.7
million, including a $15.1 million redemption premium and $7.0 million of
accrued dividends. The carrying value of the CCI Series E Preferred Stock
approximated its fair value at the date of redemption. Because the acquisition
of Capstar Communications resulted in a change of control, Capstar
Communications was required to make an offer to purchase all of the CCI Series E
Preferred Stock. In July 1998, Capstar Communications purchased 5,004 shares of
the CCI Series E Preferred Stock for an aggregate purchase price of $536,000,
including a $5,000 purchase premium and $31,000 of accrued dividends. As of
March 1, 1999, 1,346,091 shares of the CCI Series E Preferred Stock were issued
and outstanding with a liquidation preference equal to $100.00 per share or
approximately $134.6 million.

In addition to the debt and equity described above, Capstar Partners
through a subsidiary has entered into a credit facility under which Capstar
Radio is the borrower. The credit facility consists of a $500 million revolving
loan, a $450 million A Term Loan and a $400 million B Term Loan. Pursuant to the
credit facility and subject to bank availabilities and approvals, Capstar
Partners may request additional term loans and revolving credit loans in an
aggregate amount up to $550 million. The interest rate under the credit facility
is a floating rate. On March 1, 1999, Capstar Partners had borrowings of
approximately $909.0 million outstanding under the credit facility comprised of
$62.0 million in revolving loans, $450.0 million under the A Term Loan and
$397.0 million under the B Term Loan, with a weighted average effective interest
rate of 7.3% per annum. On March 1, 1999, $427.2 million was available for
borrowing, subject to the financial covenants contained in the credit facility
and the indentures that govern the indebtedness of Capstar Partners' and its
subsidiaries. Beginning August 31, 1999, the A Term Loan will require scheduled
annual principal payments, payable quarterly, of $45 million for the first year,
$67.5 million in the second and third years, $90 million for the fourth and
fifth years, and two quarterly payments of $45 million during the final year
commencing August 31, 2004. The B Term Loan requires scheduled annual principal
payments, payable quarterly, of $4 million in years 1999 through 2003, $180
million in 2004 and $200 million in 2005.

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<PAGE> 50

In connection with the spin-off of SFX Entertainment, Inc., Capstar
Communications incurred an estimated federal income tax liability of
approximately $93.0 million. SFX Entertainment, Inc. indemnified Capstar
Communications for approximately $93.0 million of such estimated tax liability.
The full indemnity obligation of SFX Entertainment, Inc. has been satisfied.
These estimated federal income taxes were paid in full on March 15, 1999.

Chancellor Media is providing services for eleven large market stations
under separate LMAs with Capstar Broadcasting for approximately $49.4 million
per year. In addition, Chancellor Media has agreed to acquire such stations in
exchange for radio stations to be identified by Capstar Broadcasting over a
three-year period beginning in May 1998, with corresponding decreases in the
amount of the LMA fees as stations are exchanged. In 1998, Chancellor Media paid
Capstar Broadcasting approximately $28.8 million in LMA fees. During 1999,
Capstar Broadcasting expects to receive approximately $49.4 in LMA fees from
Chancellor Media. During the pendency of the merger with Chancellor Media,
Capstar Partners does not anticipate effecting any exchanges with Chancellor
Media. Chancellor Media is currently assessing whether the terms of the letter
agreement will be modified upon the consummation of the merger with Chancellor
Media. See "Item 13. Certain Relationships and Related
Transactions -- Chancellor Exchange Agreement."

In addition to debt service and tax liabilities, Capstar Partners'
principal liquidity requirements in 1999 will be for working capital and general
corporate purposes, including capital expenditures estimated at $42.0 million,
to consummate its pending acquisitions and, as appropriate opportunities arise,
to acquire additional radio stations or complementary broadcast-related
businesses. Capstar Partners believes that the disposition of certain assets,
cash from operating activities, LMA fees from Chancellor Media, together with
available revolving credit borrowings under the Capstar Partners credit
facility, should be sufficient to permit Capstar Partners to meet its
obligations. In the future, Capstar Partners may require additional financing,
either in the form of additional debt or equity securities. Capstar Partners
evaluates potential acquisition opportunities on an on-going basis and has had,
and continues to have, preliminary discussions concerning the purchase of
additional stations. Capstar Partners expects that in connection with the
financing of future acquisitions, it may consider disposing of stations in its
current markets.

Capstar Partners is a holding company with no significant assets other than
the capital stock of its direct and indirect subsidiaries. Consequently, its
sole source of cash from which to service indebtedness is dividends distributed
or other payments made to it by its operating subsidiaries. The instruments
governing Capstar Partners' indebtedness contain certain covenants that restrict
or prohibit the ability of subsidiaries to pay dividends and make other
distributions. These restrictions are not anticipated to have an impact on
Capstar Partners' ability to meet its cash obligations.

Net cash provided by operating activities was approximately $8.8 million
and $6.7 million for the years ended December 31, 1998 and 1997, respectively.
Changes in Capstar Partners' net cash provided by operating activities are
primarily the result of completed acquisitions and station operating agreements
entered into during the periods and their effects on income from operations and
working capital requirements.

Net cash used in investing activities was $1,187.8 million and $487.0
million for the years ended December 31, 1998 and 1997, respectively. Net cash
provided by financing activities was $1,126.1 million and $540.5 million for the
years ended December 31, 1998 and 1997, respectively. These cash flows primarily
reflect borrowings, Capstar Broadcasting's initial public offering, capital
contributions and expenditures for stations acquisitions and dispositions.

RECENT PRONOUNCEMENT

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This pronouncement is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Management does not believe the implementation of
this accounting pronouncement will have a material effect on its consolidated
financial statements.

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<PAGE> 51

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 issue concerns the inability of computer programs and
embedded computer chips to properly recognize and process date sensitive
information when the year changes to 2000, or "00." Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail causing a disruption in the operations of a company.

A company-wide inventory and assessment of Capstar Partners' systems and
operations began in December 1996, and is continuing, to identify any software
or hardware systems, equipment with embedded chips or processors, and
non-information technology systems, such as telephone, voicemail and HVAC
systems, which do not properly recognize dates after December 31, 1999.
Concurrently with its company-wide assessment, Capstar Partners is developing
and is in the process of implementing its Year 2000 compliance program. Capstar
Partners is utilizing both internal and external resources to identify its
mission critical systems and, upon identification, to remediate or replace and
test systems for Year 2000 compliance. In addition, as part of its acquisition
and consolidation strategy, Capstar Partners assesses and, as necessary,
remediates or replaces the systems of acquired companies and stations with Year
2000 compliant systems.

Initially, Capstar Partners has identified StarSystem(TM), its digital
automation systems, its advertising scheduling and billing systems and its
accounting systems as the mission critical systems to evaluate for Year 2000
compliance. The list of Capstar Partners' mission critical systems may be
expanded, however, upon completion of its company-wide inventory and assessment.
If remediations or replacements are not made, are not completed on time, or are
insufficient to prevent systems failures or other disruptions, the Year 2000
issue could have a material adverse impact on Capstar Partners' results of
operations and financial condition.

Management has determined that the software underlying StarSystem(TM) is
Year 2000 compliant. StarSystem's(TM) wide area computer network is, however,
dependent on the systems of Capstar Partners' telecommunications services
providers. Capstar Partners has sent a questionnaire to each of its
telecommunications services providers asking it to update Capstar Partners on
the status of its Year 2000 compliance. Until such questionnaires are returned
and reviewed, Capstar Partners will be unable to fully assess the potential for
disruption in its programming and operations arising from this third party risk.

Management has been assured by its vendors that Capstar Partners' digital
automation systems are Year 2000 compliant. Capstar Partners has tested over 50%
of these systems to insure their Year 2000 compliance and expects to complete
testing of all of these systems by year end.

Capstar Partners employs advertising scheduling and billing systems at each
of its stations. Capstar Partners has received Year 2000 compliance certificates
from the vendors providing the software applications underlying Capstar
Partners' existing advertising scheduling and billing systems, certifying that
such applications are Year 2000 compliant. Not all of the hardware underlying
Capstar Partners' existing advertising scheduling and billing systems are Year
2000 compliant. As part of Capstar Partners' capital improvement program, the
Galaxy(TM) system, which is Year 2000 compliant, will replace Capstar Partners'
existing advertising scheduling and billing systems. Management began
installation of the Galaxy(TM) system at its stations in March 1999 and is
scheduled to complete the installation of the Galaxy(TM) system at substantially
all of its stations by December 1, 1999. To insure Year 2000 compliance of its
advertising scheduling and billing systems, management intends to begin
replacement of noncompliant hardware with Year 2000 compliant hardware in the 18
markets in which Capstar Partners operates that are not scheduled to have the
Galaxy(TM) system installed until the third quarter of 1999. Management
estimates that such hardware replacements will be completed by the end of July
1999 at a total cost of approximately $90,000.

Capstar Partners utilizes purchased software programs for its financial
applications and office automation. Capstar Partners has received Year 2000
compliance certificates from the vendors providing these software packages,
certifying that such packages are Year 2000 compliant. Capstar Partners is
currently testing these systems to insure their Year 2000 compliance.

Capstar Partners has determined that some of its telephone systems are not
Year 2000 compliant. As part of Capstar Partners' Year 2000 compliance efforts
and its capital improvement program, management intends

50
<PAGE> 52

to remediate or replace such telephone systems by the end of September 1999 at a
current estimated cost of approximately $150,000.

In addition to identifying, assessing and remediating or replacing its
mission critical systems, Capstar Partners is assessing its exposure from
external sources to Year 2000 failures. Capstar Partners relies on third-party
providers for key services such as telecommunications and utilities.
Interruption of these services could, in management's view, have a material
adverse impact on the operations of Capstar Partners. Capstar Partners has begun
sending questionnaires to each of these and other significant third party
providers asking them to update Capstar Partners on the status of their Year
2000 compliance. Until those questionnaires are returned and reviewed, Capstar
Partners will be unable to fully assess the potential for disruption in its
programming and operations arising from this third party risk. If Capstar
Partners does not receive reasonable assurances regarding Year 2000 compliance
from any provider of these services, Capstar Partners will then develop
contingency plans, to the extent possible, to address its exposure.

Costs specifically associated with ensuring that Capstar Partners' systems
and the systems of third parties on which Capstar Partners is dependent are Year
2000 compliant are currently expected to be approximately $1.0 million, of which
$600,000 has been incurred to date. The costs of developing and installing the
Galaxy(TM) system are not included in this amount because such system is being
developed and installed for primarily operational, and not Year 2000 compliance,
reasons. These cost estimates are subject to change once Capstar Partners has
fully assessed its systems and responses are obtained from third party vendors
and service providers. Any change in cost may be material. Funding of these
costs is anticipated to come from cash flows generated by business operations
and/or borrowings under Capstar Partners' credit facility.

Capstar Partners is in the process of identifying the most reasonably
likely worst case scenarios that may affect its operations due to Year 2000
noncompliance of Capstar Partners' systems or the systems of third parties.
Initially, Capstar Partners believes that the failure of its advertising
scheduling and billing systems and the temporary loss of power at some of its
stations due to Year 2000 noncompliance are the most reasonably likely worst
case scenarios. Many of Capstar Partners' stations and transmitter sites
currently have on-site generators in the event of power outages. As part of
Capstar Partners' capital improvement program, management has begun installation
of generators at each of its remaining stations and transmitter sites and
expects to have approximately 98% coverage of its stations and transmitter sites
by year end. Capstar Partners believes that the installation of the Galaxy(TM)
system or the upgrade of the hardware on its existing advertising scheduling and
billing systems and the installation of generators at substantially all of its
stations will resolve possible disruptions in the business operations of Capstar
Partners that would result from such risks. Capstar Partners may identify
additional worst case scenarios once it has fully assessed its mission critical
systems and obtained responses from third party vendors and service providers.
Capstar Partners expects to develop other contingency plans to mitigate the
possible disruption in business operations that may result from Capstar
Partners' systems or the systems of third parties that are not Year 2000
compliant.

Based on the nature of Capstar Partners' business and dispersed
geographical locations, Capstar Partners believes that it may experience some
disruption in its business due to the impact of the Year 2000 issue. Management
presently believes, however, that Capstar Partners is taking appropriate steps
to assess and control its Year 2000 issues. If Capstar Partners does not
complete all phases of its Year 2000 compliance program and remediations or
replacements are not made, are not completed on time, or are insufficient to
prevent systems failures or other disruptions, the Year 2000 issue could have a
material adverse impact on Capstar Partners' results of operations and financial
condition. Capstar Partners does not currently have any contingency plans in the
event that it does not complete all phases of its Year 2000 compliance program.
Capstar Partners is continually assessing the status of completion of its Year
2000 compliance program and, as necessary, will determine whether any such
contingency plans are necessary.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of Capstar Partners due to adverse
changes in financial and commodity market prices and rates. The

51
<PAGE> 53

Company is exposed to market risk in the areas of changes in the United States
and international borrowing rates (i.e. prime rate or LIBOR).

INTEREST RATE RISK MANAGEMENT

In January 1997, Capstar Partners entered into an interest rate swap
agreement (a derivative instrument) designated as a partial hedge of the
Company's portfolio of variable rate debt. The purpose of the swap is to reduce
certain exposures to interest rate fluctuations. At December 31, 1998, this
interest rate swap had a notional amount of $26.0 million, and a portfolio of
variable rate debt outstanding in the amount of $909.0 million. Under this
agreement, Capstar Partners is receiving a weighted-average variable rate equal
to LIBOR and paying a weighted-average fixed interest rate of 6.34%. The
weighted-average LIBOR rate applicable to this agreement was 5.07% at December
31, 1998. Interest expense was increased by $124,000 and $170,000 in 1997 and
1998, respectively. Notional amounts do not quantify risk or represent assets or
liabilities of Capstar Partners, but are used in the determination of cash
settlements under the agreements. The interest rate swap agreement matures on
January 31, 2000.

The fair value of the interest rate swap is estimated by obtaining
quotations from brokers. The fair value of the interest rate swap agreement as
of December 31, 1998 is approximately negative $412,000, which is the estimate
of the amount Capstar Partners would have to pay as of December 31, 1998 if the
contract was transferred to other parties or canceled by the broker. Management
believes that potential, near-term losses in future earnings from reasonably
possible near-term changes in market interest rates will be immaterial.

The following table presents the notional amount and expected interest
rates that exist during the term of the interest rate swap agreement. The
notional amount is used to calculate the contractual payments to be exchanged
under the contract. The variable rates are estimated based on implied forward
rates in the yield curve at the reporting date.

In the normal course of business, Capstar Partners also faces risks that
are either non-financial or non-quantifiable. Such risks principally include
credit risk and legal risk and are not represented in the following table.

DECEMBER 31, 1998
NOTIONAL AMOUNT OUTSTANDING FOR SWAP
(US $ in Thousands)

<TABLE>
<CAPTION>
FAIR
1999 2000 VALUE
------- ------- -----
<S> <C> <C> <C>
INTEREST-RATE DERIVATIVE
Variable to Fixed:
Notional amount............................................. $26,000 $26,000 $(412)
(loss)
Average pay rate.......................................... 6.34% 6.34%
Average receive rate...................................... 5.50% 5.75%
</TABLE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is included on pages F-1 through
F-77 of this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

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<PAGE> 54

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table provides information concerning the directors and
executive officers of Capstar Partners:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
R. Steven Hicks......................... 49 Chief Executive Officer, President and Director
William S. Banowsky, Jr................. 37 Executive Vice President and General Counsel
Paul D. Stone........................... 38 Executive Vice President and Chief Financial Officer
John D. Cullen.......................... 45 Chief Operating Officer
James T. Shea, Jr....................... 45 President of Atlantic Star
James P. Donahoe........................ 47 President of GulfStar and Pacific Star
Mary K. Quass........................... 49 President of Central Star
Rick Peters............................. 46 President of Southern Star
John King............................... 48 President of Sea Star
Thomas O. Hicks......................... 53 Chairman of the Board
</TABLE>

Executive officers of Capstar Broadcasting are appointed by the Board of
Directors and serve at the Board's discretion. A brief biography of each
director and executive officer follows:

R. Steven Hicks has served as President, Chief Executive Officer and a
director since June 1997. Mr. Hicks has also served as Chairman of the Board
from June to September 1997. In addition, Mr. Hicks has served as the Vice
Chairman of Chancellor Media and President and Chief Executive Officer of
Chancellor Media's media services group since March 1999. Mr. Hicks founded
Capstar Broadcasting in October 1996. Prior to joining Capstar Broadcasting, Mr.
Hicks acted as Chairman of the Board and Chief Executive Officer of GulfStar
Communications, Inc. from January 1987 to July 1997 and as President and Chief
Executive Officer of SFX Broadcasting, Inc. from November 1993 to May 1996. Mr.
Hicks is a 31-year veteran of the radio broadcasting industry, including 18
years as a station owner. Mr. Hicks is the brother of Thomas O. Hicks.

William S. Banowsky, Jr. has served as Executive Vice President, General
Counsel and Secretary since June 1997. Mr. Banowsky joined Capstar Broadcasting
in January 1997. Since March 1999, Mr. Banowsky has served as Executive Vice
President and General Counsel of Chancellor Media. Mr. Banowsky was an attorney
with Snell, Banowsky & Trent, P.C., Dallas, Texas, for six years before joining
Capstar Broadcasting. Prior to that time, he was an attorney for Johnson &
Gibbs, P.C., Dallas, Texas, for four years.

Paul D. Stone has served as Chief Financial Officer and Executive Vice
President since June 1997. Mr. Stone joined Capstar Broadcasting in January
1997. Prior to joining Capstar Broadcasting, he was an Executive Vice President
and the Chief Financial Officer of GulfStar Communications, Inc. from April 1996
until January 1997. Prior to January 1997, Mr. Stone was Vice President and
Controller of Hicks Muse for six years. He is a Certified Public Accountant.

John D. Cullen has served as the Chief Operating Officer since February
1999. Mr. Cullen previously served as the President of GulfStar from March 1996
to February 1999 and as interim Chief Operating Officer from March 1998 to
September 1998. From 1992 to February 1996, Mr. Cullen served as a regional
manager of SFX's radio stations in the Greenville-Spartanburg, Raleigh-Durham,
Charlotte and Greensboro-Winston-Salem markets. Mr. Cullen is a 17-year veteran
of the radio broadcasting industry.

James T. Shea, Jr. has been employed by Capstar Broadcasting since October
1996 and was named President of Atlantic Star in June 1997. Prior to joining
Capstar Broadcasting, Mr. Shea served as Chief

53
<PAGE> 55

Operating Officer of Commodore Media, Inc. from January 1995 to October 1996.
Mr. Shea joined Commodore Media as the President of its MidAtlantic Region in
March 1992. He joined Wilks-Schwartz in 1980 and served in various positions,
including Executive Vice President, General Manager and Partner, until 1992.

James P. Donahoe has been employed by Capstar Broadcasting since May 1998
and was named President of Gulfstar and Pacific Star in February 1999. From
December 1996 to May 1998, Mr. Donahoe served as a regional vice president of
SFX. In addition to his duties as regional vice president, Mr. Donahoe has
served as vice president and general manager of several SFX stations in San
Diego, California since October 1995. Prior to joining SFX, Mr. Donahoe served
as general manager for Commonwealth Broadcasting in Las Vegas, Nevada.

Mary K. Quass has served as the President of Central Star since January
1998. She previously served as the President and Chief Executive Officer of
Quass Broadcasting Company from 1988 to January 1998. From 1982 to 1988, Ms.
Quass served as Vice President/General Manager of stations KHAK-AM and KHAK-FM
in Cedar Rapids, Iowa. Ms. Quass is a 20-year veteran of the radio broadcasting
industry, including nine years as a station owner.

Rick Peters has served as President of Southern Star since November 1997.
From February 1986 to November 1997, Mr. Peters served as president of Peters
Communications, Inc., a programming consultancy affiliated with radio stations
in various mid-sized and large markets. Prior to February 1986, Mr. Peters was
Vice President-Programming for TK Communications and Sconnix Broadcasting. Mr.
Peters has over 25 years of experience in the radio industry.

John King has served as President of Sea Star since July 1998. From 1990 to
July 1998, Mr. King was employed by SFX in various capacities, including
regional vice president for the Southeast Atlantic region, general manager of
several SFX stations in Nashville, Tennessee, vice president for programming in
Jackson, Mississippi, Greenville, South Carolina and Nashville, and program
director in Nashville. Mr. King began his career in the radio broadcasting
industry as a disc jockey in Beckley, West Virginia in 1971.

Thomas O. Hicks has been a director since June 1997 and has served as
Chairman of the Board since September 1997. Mr. Hicks has been Chairman and
Chief Executive Officer of Hicks Muse since co-founding the firm in 1989. Prior
to forming Hicks Muse, Mr. Hicks co-founded Hicks & Haas Incorporated in 1983
and served as its Co-Chairman and Co-Chief Executive Officer through 1989. Mr.
Hicks also serves as a director and chief executive officer of Chancellor Media
and director of CCI Holdings, Inc., Grupo MVS. S.A. de C.V., International Home
Foods, Inc., LIN Television Corporation, Sybron International Corporation,
Triton Energy, D.A.C. Vision, Inc., Olympus Real Estate Corporation, Regal
Cinemas, Via Systems Group, Inc., Home Interiors & Gifts, Inc., CEI Citicorp
Holdings, S.A. and Corp Group Limited.

Lawrence D. Stuart, Jr. became a director in June 1997. Mr. Stuart has been
a Managing Director and Principal of Hicks Muse since 1995. Prior to joining
Hicks Muse, Mr. Stuart served for over 20 years as the principal outside legal
counsel for the investment firms and portfolio companies led by Thomas O. Hicks.
From 1989 to 1995, Mr. Stuart was the Managing Partner of the Dallas office of
Weil, Gotshal & Manges LLP. Mr. Stuart also serves as a director of Chancellor
Media.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Capstar Partners does not have a class of equity securities registered
pursuant to Section 12 of the Exchange Act. Therefore, no reporting persons have
filed or been required to file reports required by Section 16(a) of the Exchange
Act during the year ended December 31, 1998.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
paid by Capstar Broadcasting in 1998, 1997, and 1996 to the Chief Executive
Officer of Capstar Partners and the four other most highly

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<PAGE> 56

compensated executive officers of Capstar Partners for services rendered during
the fiscal year ended December 31, 1998 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARD
-----------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING PAYOUTS
NAME AND --------------------- OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS(#) PAYOUTS($) COMPENSATION($)
- - ------------------ ---- --------- --------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
R. Steven Hicks............... 1998 561,730 1,500,000 2,196,406(1) -- --
Chief Executive Officer 1997 500,000 750,000 748,436(1) -- --
1996 191,667 -- 930,000(1) -- --
William S. Banowsky, Jr. ..... 1998 287,122 600,000 150,000 -- --
Executive Vice President, 1997 200,000 300,000 169,998 -- --
General Counsel and
Secretary 1996 -- -- -- -- --
Paul D. Stone................. 1998 287,250 600,000 150,000 -- --
Executive Vice President and 1997 200,000 300,000 169,998 -- --
Chief Financial Officer 1996 -- -- -- -- --
James T. Shea, Jr. ........... 1998 289,733 250,000 30,000 -- --
President of Atlantic Star 1997 282,692 150,000 -- -- --
1996 262,500 -- 72,088 170,000 3,412,495(2)
John D. Cullen................ 1998 304,161 300,000 50,000 -- 41,661
Co-Chief Operating Officer; 1997 204,575 70,000 50,000 -- --
Former President of Gulfstar 1996 112,500 35,000 -- -- --
</TABLE>

- - ---------------

(1) Represents warrants in 1996 and 1998 and options and warrants in 1997. The
1998 amount includes 1,508,437 warrants which were granted prior to 1998 and
then amended in 1998. See "-- Warrants."

(2) Represents the amount paid in connection with Capstar Partners' acquisition
of Commodore Media, Inc. in settlement of such executive officer's
outstanding options to purchase shares of common stock of Commodore Media,
Inc.

The following table sets forth certain information concerning stock option
grants or amendments during the year ended December 31, 1998, to the Named
Executive Officers pursuant to the 1998 Capstar Broadcasting Corporation Amended
and Restated Stock Option Plan (the "Stock Option Plan").

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(1)
OPTIONS EMPLOYEES PRICE PER -----------------------------------
NAME GRANTED(#) IN 1998 SHARE EXPIRATION 0%($) 5%($) 10%($)
---- ---------- ---------- --------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
R. Steven Hicks........... 500,000(1) 9.42% $14.00 5-31-03 2,500,000 5,225,714 8,790,522
187,969(1) 3.54% 17.10 4-01-08 357,141 2,603,182 6,049,050
930,000(2) 17.53% 14.40 10-16-06 4,278,000 13,530,470 26,852,540
255,317(2) 4.81% 15.40 2-20-07 919,141 3,548,852 7,376,594
323,120(2) 6.09% 18.10 7-08-07 290,808 4,085,298 9,873,177
William S. Banowsky,
Jr. .................... 150,000(1) 2.83% 14.00 5-31-03 750,000 1,567,714 2,566,453
Paul D. Stone............. 150,000(1) 2.83% 14.00 5-31-03 750,000 1,567,714 2,566,453
James T. Shea, Jr......... 30,000 0.57% 19.00 6-15-04 -- 193,855 439,790
John D. Cullen............ 50,000 0.94% 17.50 4-01-04 75,000 398,091 807,983
</TABLE>

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<PAGE> 57

- - ---------------

(1) See "-- Warrants."

(2) These warrants were granted prior to 1998. In April 1998, Capstar
Broadcasting amended and restated these warrants by fixing the exercise
price. See "-- Warrants."

The following table provides information about the number of shares issued
upon option exercises under the Stock Option Plan by the Named Executive
Officers during 1998, and the value realized by such Named Executive Officers.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT DECEMBER 31, VALUE OF UNEXERCISED IN-THE-MONEY
SHARES 1998 OPTIONS AT DECEMBER 31, 1998(1)
ACQUIRED ON VALUE --------------------------- ---------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
---- ----------- ----------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
R. Steven Hicks.......... -- -- 1,047,051(2) 1,149,355(2) 8,303,954 8,552,209
-- -- 52,418 117,580 573,589 1,249,638
William S. Banowsky,
Jr..................... -- -- -- 150,000(2) -- 1,331,250
-- -- 52,418 117,580 573,589 1,249,638
Paul D. Stone............ -- -- -- 150,000(2) -- 1,331,250
-- -- 52,418 117,580 573,589 1,249,638
James T. Shea, Jr........ -- -- 48,059 54,029 618,760 425,623
John D. Cullen........... -- -- 12,497 87,502 119,659 627,832
</TABLE>

- - ---------------

(1) Based upon the per share closing price of Class A Common Stock on December
31, 1998, of $22.875 per share.

(2) See "-- Warrants."

DIRECTORS COMPENSATION

The directors of Capstar Partners do not receive compensation for their
services as directors. Each director is entitled to reimbursement of his
reasonable expenses in connection with his services.

EMPLOYMENT AGREEMENTS

R. Steven Hicks Employment Agreement. Capstar Broadcasting has entered into
an employment agreement with R. Steven Hicks pursuant to which Mr. Hicks serves
as President and Chief Executive Officer. Mr. Hicks' employment agreement
terminates on December 31, 2001, and will be automatically renewed for
successive one-year terms unless Mr. Hicks or Capstar Broadcasting gives the
other party written notice of his or its intention not to renew the employment
agreement at least six months prior to the date the employment agreement would
otherwise expire (but no more than 12 months prior to such expiration date). Mr.
Hicks' annual base salary for 1999 is $577,500 and is subject to annual
increases at least equal to five percent of the then current base salary. He is
also entitled to receive such annual performance bonuses as the board of
directors of Capstar Broadcasting may determine. Further, Mr. Hicks is eligible
to receive stock options to purchase shares of Class A Common Stock. If Capstar
Broadcasting terminates Mr. Hicks' employment for cause or Mr. Hicks terminates
his employment for other than good reason, Capstar Broadcasting must pay Mr.
Hicks all accrued obligations and other benefits earned prior to the date of
termination. If Capstar Broadcasting terminates Mr. Hicks' employment agreement
other than for cause or Mr. Hicks terminates his employment agreement for good
reason, Mr. Hicks' employment agreement provides for (A) a lump sum payment of
(x) two times Mr. Hicks' then current annual salary and (y) any accrued
obligations and other benefits earned prior to the date of termination and (B)
unless the board of directors of Capstar Broadcasting determines that Mr. Hicks
has not satisfactorily performed his obligations and duties under the agreement,
the immediate vesting of all stock options between Capstar Broadcasting and

56
<PAGE> 58

Mr. Hicks and the right to exercise those options until the earlier of (x) the
expiration date of those options or (y) the 90th day after Mr. Hicks'
termination. Mr. Hicks' employment agreement has been amended to provide that,
upon consummation of the merger with Chancellor Media, each of Mr. Hicks'
outstanding options or warrants (except for Mr. Hicks' warrant to purchase
500,000 shares of Class C Common Stock) will become immediately vested and
exercisable.

William S. Banowsky, Jr. Employment Agreement. Capstar Broadcasting has
entered into an employment agreement with William S. Banowsky, Jr. pursuant to
which Mr. Banowsky serves as Executive Vice President and General Counsel. Mr.
Banowsky's employment agreement terminates on December 31, 2001, and will be
renewed automatically for successive one-year terms unless Mr. Banowsky or
Capstar Broadcasting gives the other party written notice of his or its
intention not to renew the employment agreement at least six months prior to the
date the employment agreement would otherwise expire (but not more than 12
months prior to such expiration date). Mr. Banowsky's annual base salary for
1999 is $325,000, subject to annual increases at least equal to five percent of
the then current base salary. Mr. Banowsky is also entitled to receive such
annual bonuses as the board of directors of Capstar Broadcasting may determine.
Further, Mr. Banowsky is eligible to receive stock options to purchase shares of
Class A Common Stock. If Capstar Broadcasting terminates Mr. Banowsky's
employment for cause or Mr. Banowsky terminates his employment for other than
good reason, Capstar Broadcasting must pay Mr. Banowsky all accrued obligations
and other benefits earned prior to the date of termination. If Capstar
Broadcasting terminates Mr. Banowsky's employment agreement other than for cause
or Mr. Banowsky terminates his employment agreement for good reason, Mr.
Banowsky's employment agreement provides for (A) a lump sum payment of (x) two
times Mr. Banowsky's then current annual salary and (y) any accrued obligations
and other benefits earned prior to the date of termination and (B) unless the
board of directors of Capstar Broadcasting determines that Mr. Banowsky has not
satisfactorily performed his obligations and duties under the agreement, the
immediate vesting of all stock options between Capstar Broadcasting and Mr.
Banowsky and the right to exercise those options until the earlier of (x) the
expiration date of those options or (y) the 90th day after Mr. Banowsky's
termination. Mr. Banowsky's employment agreement has been amended to provide
that, upon consummation of the merger with Chancellor Media, each of Mr.
Bankowsky's outstanding options or warrants will become immediately vested and
exercisable.

Paul D. Stone Employment Agreement. Capstar Broadcasting has entered into
an employment agreement with Paul D. Stone pursuant to which Mr. Stone serves as
Executive Vice President and Chief Financial Officer. Mr. Stone's employment
agreement terminates on December 31, 2001, and will be renewed automatically for
successive one-year terms unless Mr. Stone or Capstar Broadcasting gives the
other party written notice of his or its intention not to renew the employment
agreement at least six months prior to the date the employment agreement would
otherwise expire (but no more than 12 months prior to such expiration date). Mr.
Stone's annual base salary for 1999 is $325,000, subject to annual increases at
least equal to five percent of the then current base salary. Mr. Stone is also
entitled to receive such annual bonuses as the board of directors of Capstar
Broadcasting may determine. Further, Mr. Stone is eligible to receive stock
options to purchase shares of Class A Common Stock. If Capstar Broadcasting
terminates Mr. Stone's employment for cause or Mr. Stone terminates his
employment for other than good reason, Capstar Broadcasting must pay Mr. Stone
all accrued obligations and other benefits earned prior to the date of
termination. If Capstar Broadcasting terminates Mr. Stone's employment agreement
other than for cause or Mr. Stone terminates his employment agreement for good
reason, Mr. Stone's employment agreement provides for (A) a lump sum payment of
(x) two times Mr. Stone's then current annual salary and (y) any accrued
obligations and other benefits earned prior to the date of termination and (B)
unless the board of directors of Capstar Broadcasting determines that Mr. Stone
has not satisfactorily performed his obligations and duties under the agreement,
the immediate vesting of all stock options between Capstar Broadcasting and Mr.
Stone and the right to exercise those options until the earlier of (x) the
expiration date of those options or (y) the 90th day after Mr. Stone's
termination. Mr. Stone's employment agreement has been amended to provide that,
upon consummation of the merger with Chancellor Media, each of Mr. Stone's
outstanding options or warrants will become immediately vested and exercisable.

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<PAGE> 59

James T. Shea, Jr. Employment Agreement. Capstar Broadcasting has entered
into an employment agreement with James T. Shea, Jr. pursuant to which Mr. Shea
serves as the President of the Atlantic Star division. Mr. Shea's employment
agreement terminates on April 30, 1999. Mr. Shea's annual base salary for 1999
is $303,186, which increases at the beginning of each calendar year by an amount
not less than five percent of his then current base salary. Mr. Shea is also
entitled to receive annual bonuses as the board of directors of Capstar
Broadcasting may determine, provided that the bonus shall not be less than
$150,000. In addition, the employment agreement provides for an automobile
allowance, participation in the retirement, savings, and welfare benefit plans
of Capstar Broadcasting and a life insurance policy with a death benefit of
$650,000. If Capstar Broadcasting terminates Mr. Shea's employment for cause,
Capstar Broadcasting is obligated to pay Mr. Shea's then accrued base salary,
reimbursable expenses, and any other compensation then due and owing. In
addition, Capstar Broadcasting must continue to fund Mr. Shea's life insurance
policy. If the employment agreement is terminated due to death or disability,
without cause or by Mr. Shea for good reason, Mr. Shea will be entitled to (i)
the continuation of his annual base salary, as then in effect, for a 12-month
period commencing on the termination date, (ii) a pro rata amount of his annual
bonus, (iii) any annual base salary and annual bonus then accrued but not yet
paid, (iv) the continuation of his welfare benefits for a 12-month period
commencing on the termination date, (v) the continuation of his life insurance
policy, (vi) any other compensation and benefits as may be provided in
accordance with the terms and provisions of any applicable plans and programs,
(vii) reimbursement for certain expenses incurred as of the termination date but
not yet paid as of the date of termination and (viii) any other rights afforded
to him under other written agreements between Mr. Shea and Capstar Broadcasting.

John D. Cullen Employment Agreement. Capstar Broadcasting has entered into
an employment agreement with John D. Cullen pursuant to which Mr. Cullen serves
as Chief Operating Officer. Mr. Cullen's employment agreement terminates on
March 31, 2001 unless sooner terminated in accordance with the terms of the
employment agreement. Mr. Cullen's annual base salary for 1999 is $300,000
subject to annual increases as determined by the Board of Directors of Capstar
Broadcasting. Mr. Cullen is also entitled to receive annual bonuses as
established by the board of directors of Capstar Broadcasting. If Capstar
Broadcasting terminates Mr. Cullen's employment for cause or Mr. Cullen resigns
(and Capstar Broadcasting has not breached the employment agreement), Capstar
Broadcasting must pay Mr. Cullen all accrued obligations and other benefits
earned prior to the date of termination. If Capstar Broadcasting terminates Mr.
Cullen's employment without cause or Mr. Cullen terminates his employment due to
a material breach of the employment agreement by Capstar Broadcasting (which
breach is not cured within 30 days after receipt of notice of breach), then
Capstar Broadcasting must pay Mr. Cullen his current salary (in equal monthly
installments) for a one year period, plus a pro rata portion of any bonuses that
would otherwise have been payable to Mr. Cullen.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The board of directors has not appointed a compensation committee. The
compensation committee of Capstar Broadcasting determines the compensation of
each of Capstar Partners' executives.

STOCK OPTION PLAN

The Stock Option Plan gives certain individuals and key employees of
Capstar Broadcasting who are responsible for the continued growth of Capstar
Broadcasting an opportunity to acquire a proprietary interest in Capstar
Broadcasting, and thus to create in such persons an increased interest in and a
greater concern for the welfare of Capstar Broadcasting. The Stock Option Plan
provides for grant of options to acquire up to 4,700,000 shares of Class A
Common Stock. As of March 1, 1999, grants of stock options with respect to
4,574,411 shares of Class A Common Stock have been made under the Stock Option
Plan.

The Stock Option Plan is administered by the Compensation Committee of
Capstar Broadcasting's Board of Directors; provided, that for purposes of
determining the performance goals applicable to employees who constitute
"covered employees" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and granting stock options, "Compensation
Committee" as used in this summary description of the Stock Option Plan means a
sub-committee of the Compensation Committee
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<PAGE> 60

members who qualify as both a "Non-Employee Director" within the meaning of Rule
16b-3(b)(3) under the Securities Exchange Act of 1934, as amended, and as an
"outside director" within the meaning of Section 162(m) of the Code, and such
performance goals and stock option grants shall be subject to ratification by
the unanimous approval of all members of the Compensation Committee and further
ratification by Capstar Broadcasting's Board of Directors. The Compensation
Committee has authority, subject to the terms of the Stock Option Plan
(including the formula grant provisions and the provisions relating to incentive
stock options contained therein), to determine when and to whom to make grants
or awards under the Stock Option Plan, the number of shares to be covered by the
grants or awards, the types and terms of the grants and awards, and the exercise
price of stock options. Moreover, the Compensation Committee has the authority,
subject to the provisions of the Stock Option Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Stock
Option Plan and to make such determinations and interpretations and to take such
action in connection with the Stock Option Plan and any grants and awards
thereunder as it deems necessary or advisable. The Compensation Committee's
determinations and interpretations under the Stock Option Plan are final,
binding and conclusive on all participants and need not be uniform and may be
made by the Compensation Committee selectively among persons who receive, or are
eligible to receive, grants and awards under the Stock Option Plan.

Grants of "incentive stock options" within the meaning of section 422 of
the Code and non-qualified stock options (options which do not qualify under
section 422 of the Code) may be made under the Stock Option Plan to key
employees. Grants of non-qualified stock options may be made to eligible
non-employees.

The exercise price per share of Class A Common Stock under each option is
fixed by the Compensation Committee on the date of grant; provided, however,
that the exercise price of an incentive stock option granted to a person who, at
the time of grant, owns shares of Capstar Broadcasting possessing more than 10%
of the total combined voting power of all classes of stock of Capstar
Broadcasting may not be less than 110% of the fair market value of a share of
Class A Common Stock on the date of grant. No option is exercisable after the
expiration of ten years from the date of grant, unless, as to any non-qualified
stock option, otherwise expressly provided in the option agreement; provided,
however, that no incentive stock option granted to a person who, at the time of
grant, owns stock of Capstar Broadcasting possessing more than 10% of the total
combined voting power of all classes of stock of Capstar Broadcasting is
exercisable after the expiration of five years from the date of grant.

In the event of a change of control or sale of Capstar Broadcasting, all
outstanding stock options may, subject to the sole discretion of the
Compensation Committee, become exercisable in full at such time or times as the
Compensation Committee may determine. Each stock option accelerated by the
Compensation Committee shall terminate on such date (not later than the stated
exercise date) as the Compensation Committee determines.

Unless an option or other agreement provides otherwise, upon the date of
death of an optionee (or upon the termination of an optionee because of such
optionee's disability), the person who acquires the right to exercise the option
of such optionee (or the optionee in the case of disability) must exercise such
option within 180 days after the date of death (or termination in the case of
disability), unless a longer period is expressly provided in such incentive
stock option or a shorter period is established by the Compensation Committee,
but in no event after the expiration date of such option. Following an
optionee's termination of employment for cause, all stock options held by such
optionee will immediately be canceled as of the date of termination of
employment. Following an optionee's termination of employment for other than
cause, such optionee must exercise his stock option within 30 days after the
date of such termination, unless a longer period is expressly provided in such
stock option or other agreement or a shorter period is established by the
Compensation Committee, provided that no incentive stock option shall be
exercisable more than three months after such termination.

The option exercise price may be paid in cash, or, in the discretion of the
compensation committee, by the delivery of shares of Class A Common Stock then
owned by the participant, or by a combination of these methods. Also, in the
discretion of the Compensation Committee, payment may be made by delivering a
properly executed exercise notice to Capstar Broadcasting together with a copy
of irrevocable instructions to a

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broker to deliver promptly to Capstar Broadcasting the amount of sale or loan
proceeds to pay the exercise price.

The Stock Option Plan has been amended to provide that, upon the
consummation of the merger with Chancellor Media, with respect to any
outstanding options, if on or before the second anniversary of the consummation
of the merger, the employment of an optionee is terminated (other than for
cause, voluntary resignation, death or disability) or an optionee resigns after
a material diminution of their duties, the optionee's options will vest in full
and the options may be exercised until the termination of the option.

WARRANTS

Under the terms of a stockholders agreement, Capstar Broadcasting has
granted the following five warrants to R. Steven Hicks:

- Amended and Restated Warrant dated April 1, 1998, immediately exercisable
to purchase up to 744,000 shares of Class C Common Stock and exercisable
to purchase up to an additional 186,000 shares on the earlier to occur of
June 30, 2001 or immediately preceding a Sale of the Company, as defined
below, if R. Steven Hicks is then employed in any capacity with Capstar
Broadcasting, for a per share exercise price of $14.40. A "Sale of the
Company" means a capital reorganization in which

(1) the stockholders of Capstar Broadcasting receive cash consideration
for each share of Common Stock held by such stockholder that, when
added to any cash consideration attributable to any prior capital
reorganization, equals or exceeds the Qualifying Cash Consideration,
as defined below;

(2) a majority of directors of the purchaser or surviving entity in such
capital reorganization consists of persons who are not Continuing
Directors, as defined below; and

(3) such purchaser or surviving entity is not an affiliate of Hicks Muse;

- Amended and Restated Warrant dated April 1, 1998, immediately exercisable
to purchase up to 204,254 shares of Class C Common Stock and exercisable
to purchase up to an additional 51,063 shares on the earlier to occur of
June 30, 2001 or immediately preceding a Sale of the Company if R. Steven
Hicks is then employed in any capacity with Capstar Broadcasting, for a
per share exercise price of $15.40;

- Amended and Restated Warrant dated April 1, 1998, immediately exercisable
to purchase up to 98,797 shares of Class C Common Stock and exercisable
to purchase up to an additional 224,323 shares on the earlier to occur of
June 30, 2001 or immediately preceding a Sale of the Company if R. Steven
Hicks is then employed in any capacity with Capstar Broadcasting, for a
per share exercise price of $18.10;

- Warrant dated April 1, 1998, exercisable to purchase up to 187,969 shares
of Class C Common Stock on the earlier to occur of June 30, 2001 or
immediately preceding a Sale of the Company for a per share exercise
price of $17.10; and

- Warrant dated April 1, 1998, exercisable to purchase up to 500,000 shares
of Class C Common Stock for a per share exercise price of $14.00 if the
fair market value of the Class A Common Stock, calculated on a daily
basis, equals or exceeds $60.00 per share for a period of 180 consecutive
days during the period commencing on April 1, 1998 and ending on May 31,
2003. Subject to certain exceptions, after the warrant becomes
exercisable, the warrant may be exercised from time to time until, and
including, the later to occur of May 31, 2003 and the 90th day after the
warrant becomes exercisable. Twenty percent of the shares of Class C
Common Stock issuable pursuant to the warrant vest on the first
anniversary date of the warrant, and 1/60th of such shares of Class C
Common Stock vest on the last day of each calendar month thereafter. If a
Sale of the Company is completed, then the shares of Class C Common Stock
issuable pursuant to the warrant fully vest and become exercisable
immediately prior to the consummation of the Sale of the Company.
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<PAGE> 62

Such warrants terminate upon either a Sale of the Company or a capital
reorganization in which:

- the stockholders of Capstar Broadcasting receive only cash consideration
for each share of Common Stock held by such stockholder that is less than
the Qualifying Cash Consideration;

- a majority of directors of the purchaser or surviving entity in such
capital reorganization consists of persons who are not either members of
the Board of Directors of Capstar Broadcasting immediately prior to the
capital reorganization or designees of Hicks Muse and its affiliates
("Continuing Directors"); and

- such purchaser or surviving entity is not an affiliate of Hicks Muse.

"Qualifying Cash Consideration" means cash consideration for each share of
Common Stock received pursuant to a capital reorganization that equals or
exceeds the lesser of

- $60.00 per share or

- the greater of

(1) a per share amount equal to $14.00 compounded at an annual rate of
30% for the period from April 3, 1998 to the end of the calendar
month immediately preceding the consummation of such capital
reorganization or

(2) $19.00 per share compounded at an annual rate of 20% for the period
commencing on May 26, 1998 and ending on the last day of the calendar
month immediately preceding the consummation of such capital
reorganization.

William S. Banowsky, Jr. and Paul D. Stone were also granted warrants
(together with the warrants granted to R. Steven Hicks, the "Warrants"), in
April 1998 for Messrs. Banowsky and Stone to purchase up to 150,000 shares and
150,000 shares, respectively, of Class A Common Stock at an exercise price of
$14.00 per share. Except as to vesting upon consummation of the merger with
Chancellor Media, the terms of these warrants are the same as the terms of the
fifth warrant granted to R. Steven Hicks.

Each Warrant also contains provisions addressing the vesting and
exercisability of such Warrant under various events of termination of employment
of the grantee.

Upon the consummation of the merger of Capstar Broadcasting and Chancellor
Media, each Warrant, other than the fifth Warrant granted to R. Steven Hicks,
will fully vest and be exercisable until the earlier to occur of May 31, 2003 or
a Sale of the Company. R. Steven Hicks' fifth Warrant will vest upon the
consummation of the merger and will become exercisable only if on or before May
31, 2003, either of the following occurs:

- the fair market value of the voting common stock of the combined entity,
calculated on a daily basis, equals or exceeds $60.00 per share for a
period of 180 consecutive days during the period commencing on April 1,
1998 and ending on May 31, 2003; or

- a Sale of the Company.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION MATTERS

Capstar Partners' Certificate of Incorporation provides that no director of
Capstar Partners shall be personally liable to Capstar Partners or its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Capstar Partners or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock redemptions
or purchases or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions is to eliminate the
rights of Capstar Partners and its stockholders (through stockholders'
derivative suits on behalf of Capstar Partners) to recover monetary damages
against a director for breach of

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fiduciary duty as a director (including breaches resulting from grossly
negligent behavior), except in the situations described above.

Capstar Partners' directors have entered into indemnification agreements
with Capstar Broadcasting. The indemnification agreements provide that Capstar
Broadcasting will indemnify the director to the fullest extent permitted by law
and to advance certain expenses to each director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Capstar Partners is a subsidiary of Capstar Broadcasting. As of March 1,
1999, Capstar Broadcasting owned 279,632,180 shares of the Class A common stock,
par value $0.01 per share, of Capstar Partners, which represented all of the
outstanding common stock of Capstar Partners.

The following table sets forth certain information regarding (i) the
beneficial ownership of each class of the Common Stock as of March 1, 1999, by
(a) each person or group beneficially owning five percent or more of any class
of the Common Stock of Capstar Broadcasting, (b) each director of Capstar
Broadcasting, (c) each Named Executive Officer, and (d) all directors and
executive officers of Capstar Broadcasting as a group and (ii) the combined
percentage of all classes of the Common Stock that is beneficially owned by each
of such person or group of persons. Except as noted below and pursuant to
applicable community property laws, Capstar Broadcasting believes that each
individual or entity named below has sole investment and voting power with
respect to the shares of Common Stock set forth opposite such stockholder's
name.

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON STOCK(1) COMMON STOCK(2) COMMON STOCK(3)
-------------------- -------------------- --------------------- PERCENT OF PERCENTAGE
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT TOTAL OF TOTAL
OF OF OF OF OF OF ECONOMIC VOTING
NAME OF BENEFICIAL OWNER SHARES(4) CLASS(4) SHARES(4) CLASS(4) SHARES(4) CLASS(4) INTEREST POWER
- - ------------------------ --------- -------- --------- -------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Hicks Muse Parties(5)........... 272,727 * 5,119,724 84.2% 60,944,528 90.2% 61.7% 86.0%
200 Crescent Court
Suite 1600
Dallas, TX 75201
Thomas O. Hicks(5)(6)........... 718,551 2.1% 5,119,724 84.2% 68,102,712 99.3% 4.4% 94.7%
200 Crescent Court
Suite 1600
Dallas, Texas 75201
BT Capital Partners, Inc........ -- -- 961,999 15.8% -- -- * --
130 Liberty Street
25th Floor
New York, NY 10006
College Retirement Equities
Fund(7)....................... 2,659,157 7.8% -- -- -- -- 2.5% *
730 Third Avenue
New York, NY 10017
Wellington Management Company,
LLP(8)........................ 1,770,300 5.2% -- -- -- -- 1.7% *
75 State Street
Boston, MA 02109
Merrill Lynch Asset Management,
L.P.(9)....................... 1,736,150 5.1% -- -- -- -- 1.6% *
World Financial Center
North Tower
250 Vesey Street
New York, NY 10381
R. Steven Hicks(10)............. 74,753 * -- -- 2,544,499 3.7% 2.4% 3.5%
John D. Cullen(11).............. 355,963 1.1% -- -- -- -- * *
William S. Banowsky, Jr.(12).... 115,663.. * -- -- -- -- * *
Paul D. Stone(13)............... 290,888 * -- -- -- -- * *
James T. Shea, Jr.(14).......... 88,322.. * -- -- -- -- * *
All directors and executive
officers as a group (11
persons)...................... 1,841,107 5.4% 5,119,724 84.2% 68,120,498 99.3% 7.7% 94.9%
</TABLE>

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<PAGE> 64

- - ---------------

* Less than one percent.

(1) The number of shares of Class A Common Stock does not include the shares of
Class A Common Stock issuable upon conversion of the outstanding shares of
Class B Common Stock and Class C Common Stock.

(2) The holders of shares of Class B Common Stock are not entitled to vote,
except as required by law. The shares of Class B Common Stock are
convertible in whole or in part, at the option of the holder or holders
thereof, into the same number of shares of Class A Common Stock, subject to
certain conditions.

(3) The holders of the Class C Common Stock are entitled to vote with the
holders of the Class A Common Stock on all matters submitted to a vote of
stockholders of the Company, except with respect to the election of certain
directors and as otherwise required by law. Each share of Class C Common
Stock is entitled to ten votes per share on all matters submitted to a vote
of stockholders, except certain "going private" transactions. The shares of
Class C Common Stock are convertible in whole or in part, at the option of
the holder or holders thereof, into the same number of shares of Class A
Common Stock, subject to certain conditions.

(4) Percentage ownership is based on 33,989,792 shares of Class A Common Stock,
6,081,723 shares of Class B Common Stock, and 67,538,121 shares of Class C
Common Stock outstanding as of March 1, 1999.

(5) Includes (i) 272,727 shares of Class A Common Stock owned of record by
Capstar Boston Partners, L.L.C., a limited liability company of which the
manager is a limited partnership whose ultimate general partner is Hicks,
Muse Fund III Incorporated ("Fund III Inc."), (ii) 5,119,724 shares of
Class B Common Stock owned of record by Capstar BT Partners, L.P., a
limited partnership of which the ultimate general partner is Fund III Inc.,
and (iii) 60,944,528 shares of Class C Common Stock owned of record by
Capstar Broadcasting Partners, L.P. ("Capstar L.P."), a limited partnership
of which the ultimate general partner is HM3/Capstar, Inc. ("HM3/Capstar")
(Capstar Boston Partners, L.L.C., Capstar BT Partners, L.P. and Capstar
L.P., collectively, the "Hicks Muse Parties"). Thomas O. Hicks is a
controlling stockholder and serves as Chief Executive Officer and Chairman
of the Boards of Directors of Fund III Inc. and HM3/Capstar. Accordingly,
Thomas O. Hicks may be deemed to be the beneficial owner of the Common
Stock held by the Hicks Muse Parties. Mr. Thomas O. Hicks disclaims
beneficial ownership of the shares of Common Stock not owned of record by
him.

(6) In addition to the shares of Class A Common Stock of the Hicks Muse
Parties, the number of shares of Class A Common Stock includes (i) 102,550
shares owned of record by Thomas O. Hicks, (ii) 219,781 shares owned of
record by a private foundation controlled by Thomas O. Hicks, (iii) 51,240
shares owned of record by certain trusts for the benefit of Thomas O.
Hicks' children and for which Thomas O. Hicks serves as sole trustee, (iv)
5,000 shares owned by a trust for the benefit of unrelated parties for
which Thomas O. Hicks serves as co-trustee, (v) 66,753 shares beneficially
owned by R. Steven Hicks that are subject to a voting agreement in which
Thomas O. Hicks controls the vote and (vi) 500 shares owned by Dean McClure
Taylor that are subject to a voting agreement in which Thomas O. Hicks
controls the vote. The shares of Class B Common Stock includes the shares
of the Hicks Muse Parties. In addition to the shares of Class C Common
Stock of the Hicks Muse Parties, the number of shares of Class C Common
Stock includes (i) 4,595,007 shares owned of record by Thomas O. Hicks,
(ii) 10,000 shares owned of record by R. Steven Hicks' children, (iii)
1,487,447 shares owned of record by R. Steven Hicks, (iv) 1,047,052 shares
purchasable pursuant to the terms of Steve Hicks' Warrants, which are
beneficially owned by R. Steven Hicks, and (v) 18,678 shares owned of
record by certain trusts for which Thomas O. Hicks serves as sole trustee.
The shares of Class C Common Stock beneficially owned by R. Steven Hicks
are subject to a voting agreement in which Thomas O. Hicks controls the
vote. Hicks Muse is a party to the voting agreement, which agreement
requires, among other things, the parties to the voting agreement to vote
their shares in favor of the election to Capstar Broadcasting's Board of
Directors of such individuals as may be designated by Hicks Muse and its
affiliates. Accordingly, Thomas O. Hicks may be deemed to be the beneficial
owner of all of the

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Common Stock subject to the voting agreement. Thomas O. Hicks disclaims
beneficial ownership of the shares of Common Stock not owned of record by
him.

(7) This information was provided to the Securities and Exchange Commission and
Capstar Broadcasting in Schedule 13G, dated February 11, 1999.

(8) This information was provided to the Securities and Exchange Commission and
Capstar Broadcasting in Schedule 13G, dated December 31, 1998. Wellington
Management Company, LLP reports shared voting power of 1,520,300 shares and
shared dispositive power of 1,770,330 shares.

(9) This information was provided to the Securities and Exchange Commission and
Capstar Broadcasting in Schedule 13G, dated February 3, 1999.

(10) The number of shares of Class A Common Stock includes (i) 58,085 shares
issuable upon the exercise of stock options that are currently vested, (ii)
5,668 shares subject to stock options that are exercisable within 60 days,
(iii) 500 shares owned by Dean McClure Taylor for which R. Steven Hicks
serves as custodian under the Texas Uniform Transfers to Minors Act, (iv)
1,000 shares owned by Steven Hicks' wife, (v) 2,000 shares owned by R.
Steven Hicks' children and (vi) 7,500 shares owned of record by R. Steven
Hicks. The number of shares of Class C Common Stock includes (i) 1,487,447
shares owned of record by R. Steven Hicks, (ii) 10,000 shares owned of
record by R. Steven Hicks' children and (iii) 1,047,051 shares purchasable
by R. Steven Hicks pursuant to the terms of certain of Steve Hicks'
Warrants. R. Steven Hicks has voting rights to the shares owned by his
children under the terms of a stockholders agreement. R. Steven Hicks
disclaims beneficial ownership of the shares of Common Stock not owned by
him of record. The shares owned of record by R. Steven Hicks and his
children are subject to a voting agreement in the stockholders agreement.
See "Item 13. Certain Relationships and Related
Transactions -- Stockholders Agreements -- Affiliate Stockholders
Agreement."

(11) Includes (i) 329,298 shares owned of record by Mr. Cullen, (ii) 14,165
shares issuable upon the exercise of stock options that are currently
vested, and (iii) 12,500 shares subject to stock options that are
exercisable within 60 days.

(12) Includes (i) 51,910 shares owned of record by Mr. Banowsky, (ii) 58,085
shares issuable upon the exercise of stock options that are currently
vested, and (iii) 5,668 shares subject to stock options that are
exercisable within 60 days.

(13) Includes (i) 227,135 shares owned of record by Mr. Stone, (ii) 58,085
shares issuable upon the exercise of stock options that are currently
vested and (iii) 5,668 shares subject to stock options that are exercisable
within 60 days.

(14) Includes (i) 40,263 shares owned of record by Mr. Shea and (ii) 48,059
shares issuable upon the exercise of stock options that are currently
vested.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CHANCELLOR MERGER

See "Item 1. Business -- The Transactions -- Chancellor Merger" for a
description of the proposed merger of Chancellor Media and Capstar Broadcasting.

The employment agreements with R. Steven Hicks, William S. Banowsky, Jr.
and Paul D. Stone were amended to provide that, upon consummation of the merger
with Chancellor Media, each such executive's outstanding options and warrants,
other than Mr. Hicks' warrant to purchase 500,000 shares of Class C Common
Stock, will fully vest and be exercisable, in the case of the options, until the
expiration of the options in accordance with their terms without regard to any
termination of employment provisions contained therein and, in the case of the
warrants, until the earlier to occur of May 31, 2003 or a Sale of the Company.
Mr. Hicks' warrant to purchase 500,000 shares of Class C Common Stock will vest
upon the consummation of the merger and will become exercisable only if on or
before May 31, 2003, either of the following occurs:

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<PAGE> 66

- a Sale of the Company.

As of March 1, 1999, Mr. Hicks had options to acquire 169,998 shares of
Class A Common Stock and warrants to acquire 930,000, 255,317, 323,120, and
187,969 shares of Class C Common Stock. As of March 1, 1999, Mr. Banowsky and
Mr. Stone each had options to acquire 169,998 shares of Class A Common Stock and
a warrant to acquire 150,000 shares of Class A Common Stock.

In connection with the merger with Chancellor Media, R. Steven Hicks'
employment agreement with Capstar Broadcasting will terminate and Chancellor
Media will enter into a new five year employment agreement with Mr. Hicks. Mr.
Hicks will serve as the vice chairman of the board of directors of the combined
entity. Mr. Hick's base salary will be $600,000 per year. If the combined
company terminates Mr. Hicks' employment for other than cause or Mr. Hicks'
terminates his employment for good reason prior to the first anniversary of such
agreement, the employment agreement will provide a lump sum payment of Mr.
Hicks' unpaid base salary for the remainder of the year. In addition, if the
combined company terminates his employment for good reason or other than for
cause Mr. Hicks' warrant to purchase 500,000 shares of Class C Common Stock will
become immediately vested and exercisable.

The merger agreement between Capstar Broadcasting and Chancellor Media
provides that Mr. Hicks, Mr. Banowsky, Mr. Stone and Mr. Armstrong will receive
a lump sum payment of $1,500,000, $600,000, $600,000 and $300,000, respectively,
if immediately before the merger, each is employed by Capstar Broadcasting.

In March 1999, Mr. Hicks was appointed Vice Chairman of Chancellor Media
and President and Chief Executive Officer of Chancellor Media's media services
group. In addition, in March 1999, Mr. Banowsky was appointed Executive Vice
President and General Counsel of Chancellor Media.

CHANCELLOR EXCHANGE AGREEMENT

On February 20, 1998, Capstar Broadcasting and Chancellor Media entered
into an exchange agreement pursuant to which Chancellor Media would acquire
stations KTXQ-FM and KBFB-FM in Dallas/Ft. Worth, Texas, KODA-FM, KKRW-FM and
KQUE-AM in Houston, Texas, KPLN-FM and KYXY-FM in San Diego, California, and
WVTY-FM, WJJJ-FM, WXDX-FM and WDVE-FM in Pittsburgh, Pennsylvania (collectively
the "Chancellor Exchange Stations") for an aggregate purchase price of
approximately $637.5 million in a series of purchases and exchanges over a three
year period ending February 20, 2001. The Chancellor Exchange Stations were
acquired by Capstar Broadcasting in connection with the acquisition of SFX
Broadcasting, Inc. in May 1998. On May 29, 1998, as part of the SFX acquisition,
Chancellor Media exchanged stations WAPE-FM and WFYV-FM in Jacksonville, Florida
(valued at $53.0 million) plus approximately $90.3 million in cash to Capstar
Broadcasting in exchange for station KODA-FM in Houston, Texas. In the case of
the remaining Chancellor Exchange Stations, Capstar Broadcasting will identify
mid-sized radio stations for exchange with Chancellor Media. The purchase price
for the remaining ten Chancellor Exchange Stations will be approximately $494.3
million. Capstar Broadcasting and Chancellor Media intend for such exchanges to
qualify as like-kind exchanges. Capstar Broadcasting and Chancellor Media are
currently assessing whether the terms of the exchange agreement will be modified
upon consummation of the merger with Chancellor Media. During the pendency of
the Chancellor Merger, Capstar Broadcasting does not anticipate effecting any
exchanges with Chancellor Media.

Chancellor Media is providing services to the Chancellor Exchange Stations,
other than KODA-FM which was purchased by Chancellor Media, pursuant to separate
LMAs until such stations are exchanged. Chancellor Media will retain the
advertising revenues it generates while it provides services to the Chancellor
Exchange Stations under such LMAs. During 1998, Capstar Partners received
approximately $28.8 million in LMA fees from Chancellor Media. During 1999,
Capstar Broadcasting expects to receive approximately $49.4 in LMA fees, subject
to Chancellor Media's acquisition of one or more of the Chancellor Exchange
stations in 1999. The LMA fees will decrease as each Chancellor Exchange Station
is exchanged.

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<PAGE> 67

Pursuant to the exchange agreement, on May 29, 1998, Capstar Partners paid
approximately $2.0 million to Chancellor Media. Capstar Broadcasting had agreed
to sell station KKPN-FM for $54.0 million. Chancellor Media was entitled to 50%
of the sale proceeds in excess of $50.0 million.

CHANCELLOR NOTE

In May 1998, Capstar Broadcasting borrowed $150.0 million from Chancellor
Media. The loan ranks pari passu in right of payment to Capstar Broadcasting's
guaranty of the indebtedness under its credit facility. In addition, Capstar
Broadcasting has pledged the common stock of Capstar Partners on a first
priority basis to Chancellor Media as security for the loan.

Interest on the loan accrues at a rate of 12% per annum and is payable
quarterly, of which 5/6 is payable in cash and 1/6 is, at Capstar Broadcasting's
option, either be payable in cash or added to the principal amount of the loan.
Capstar Broadcasting may elect to defer the payment of the cash portion of any
interest due until the earlier to occur of Capstar Broadcasting's election to
pay the cash portion in full, a required mandatory prepayment of the loan or the
maturity of the loan (a "Deferral Election"). In the event of a Deferral
Election, the interest rate will increase, effective as of the first day of the
fiscal quarter in which such Deferral Election occurred, from 12% to 14% per
annum, of which 6/7 shall be payable in cash and 1/7 shall, at Capstar
Broadcasting's option, either be payable in cash or added to the principal
amount of the loan. If Capstar Broadcasting has not completed acquisitions
during the exchange period (excluding (i) the sale by Chancellor Media of
stations WAPE-FM and WFYV-FM in Jacksonville, Florida plus $90.25 million in
cash to Capstar Broadcasting in exchange for station KODA-FM in Houston, Texas
and (ii) the acquisition of stations KVET-AM, KASE-FM and KVET-FM in Austin,
Texas) (x) with an aggregate purchase price of $100.0 million by May 29, 1999,
(y) with an aggregate purchase price of $200.0 million by May 29, 2000, and (z)
with an aggregate purchase price of $300.0 million by May 29, 2001, the interest
rate applicable from time to time during each such previous 12-month period will
be retroactively increased by 2% per annum. If, as a result of the foregoing
sentence, during any period ending on an interest payment date the loan accrued
interest at (x) a rate per annum of 14%, the interest payment made on such
interest payment date shall be retroactively adjusted as of such interest
payment date so that the portion of such interest payment added to the principal
of the loan shall equal 1/7 and the portion of such interest payment paid in
cash shall equal 6/7, or (y) a rate per annum of 16%, the interest payment made
on such interest payment date shall be retroactively adjusted as of such
interest payment date so that the portion of such interest payment added to
principal of the loan shall equal 1/8 and the portion of such interest payment
paid in cash shall equal 7/8. Any amount due and accruing which is in cash and
is so added to the principal amount of the loan shall bear interest at the rate
otherwise applicable to the principal amount of the loan. In 1998, Capstar
Broadcasting did not make a Deferral Election and paid approximately $10.6
million in interest to Chancellor Media. During the pendency of the merger with
Chancellor Media, Capstar Broadcasting does not anticipate exchanging any
stations with Chancellor Media.

Capstar Broadcasting may prepay the loan at anytime; provided, that any
prepayment shall not affect the rights of Chancellor Media to require
prepayment. Chancellor Media has the right to require Capstar Broadcasting to
prepay that portion of the loan equal to 50% of the cash purchase price payable
for Capstar Exchange Stations, upon the consummation of the purchase of a
Chancellor Exchange Station under a purchase agreement as contemplated under the
exchange agreement with Chancellor Media. Chancellor Media also has the option
to require Capstar Broadcasting to prepay any remaining portion of the loan
(including accrued interest) if Chancellor Media has given notice of prepayment
on the first to occur of (i) 30 days prior to the closing of the transfer of the
final Chancellor Exchange Station and (ii) Chancellor Media's election under the
Chancellor Exchange Agreement to purchase all remaining Chancellor Exchange
Stations for cash, in either case, such prepayment to occur on the closing of
the acquisitions referred to in clause (i) or (ii), as applicable, above. If a
Deferral Election occurs during the 12-month period commencing on the date of
issuance of the loan and ending on the anniversary thereof or during any
successive 12-month period, and (x) during such 12-month period Capstar
Broadcasting and Chancellor Media exchange a Capstar Exchange Station for a
Chancellor Exchange Station, and (y) Chancellor Media required Capstar
Broadcasting to prepay a portion of the loan in connection with such exchange,
the prepayment amount set

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<PAGE> 68

forth in the third sentence of this paragraph with respect to such Capstar
Exchange Station will be increased to equal (x) 50% of the purchase price
therefore plus (y) the product of 50% of the purchase price therefore multiplied
by a fraction, the numerator of which is the number of days of such Deferral
Election existing during such 12-month period and the denominator of which is
360. Any additional amounts payable as a result of the foregoing sentence must
be paid within 10 days following the end of the applicable 12-month period.

Subject to certain exceptions, if Capstar Broadcasting acquires stations
during the Exchange Period that are not acquired in compliance with the
procedures set forth in the Chancellor Exchange Agreement (excluding those
stations identified in the loan) (a "Non-Exchange Acquisition"), Chancellor
Media has the right to require Capstar Broadcasting to prepay, at the closing of
any such Non-Exchange Acquisition, that portion of the loan equal to 100% of the
amount that Capstar Broadcasting pays in such Non-Exchange Acquisitions. If
Capstar Broadcasting terminates the Chancellor Exchange Agreement or any
definitive purchase agreement with respect to Capstar Exchange Stations, Capstar
Broadcasting will be required to prepay the loan.

Limitation on Incurrence of Indebtedness. The loan provides that Capstar
Broadcasting may not, and may not permit any of its subsidiaries to incur,
create or assume indebtedness after the date of the loan, if, on the date of and
after giving effect to the incurrence of any such indebtedness, the ratio of
consolidated indebtedness on a pro forma basis to consolidated EBITDA would
exceed 9.0 to 1. The aggregate liquidation preference of all preferred stock of
Capstar Broadcasting and its subsidiaries will be indebtedness for purposes of
calculating such ratio. The ratio calculation must be made in a manner
consistent with the leverage ratio calculation made under Capstar Broadcasting's
credit facility, provided that Capstar Broadcasting was entitled during 1998 to
include in EBITDA at least $10.0 million in net revenues from The AMFM Radio
Networks (whether or not such amounts are actually received). In addition,
borrowings under Capstar Broadcasting's credit facility do not count as
indebtedness in the ratio calculation except to the extent such borrowings
exceed $50.0 million.

Restricted Payments. The loan provides that Capstar Broadcasting may not
(i) declare or made payments, dividends or other distributions on all securities
of Capstar Broadcasting that are junior in right of payment of interest,
dividends, distributions or dissolution or liquidation payments or (ii)
purchase, redeem, retire or otherwise acquire any securities of Capstar
Broadcasting that are junior in right of payment of interest, dividends,
distributions or dissolution or liquidation payments. Any payments described in
the previous sentence will be deemed a restricted payment for purposes of the
loan. Notwithstanding the first sentence of this paragraph, Capstar Broadcasting
is allowed to (i) make timely payments on the loan and (ii) make restricted
payments in an aggregate amount equal to $10.0 million.

MONITORING AND OVERSIGHT AGREEMENTS

Capstar Broadcasting Monitoring and Oversight Agreement. Capstar
Broadcasting is subject to a monitoring and oversight agreement (the "Capstar
Broadcasting Monitoring and Oversight Agreement") with Hicks, Muse & Co.
Partners, L.P., an affiliate of Hicks Muse ("Hicks Muse Partners"). Capstar
Broadcasting agreed to pay to Hicks Muse Partners an annual fee for ongoing
financial oversight and monitoring services. The annual fee is adjustable upward
or downward at the end of each fiscal year to an amount equal to 0.2% of the
budgeted consolidated annual net sales of the Company for the then-current
fiscal year; provided, that such fee may not at any time be less than $100,000
per year. The annual fee will be reduced by the amount previously paid for such
period by Capstar Partners under the Capstar Partners Monitoring and Oversight
Agreement as defined below. Capstar Broadcasting will indemnify Hicks Muse
Partners, its affiliates and shareholders, and their respective directors,
officers, agents, employees and affiliates from and against all claims, actions,
proceedings, demands, liabilities, damages, judgments, assessments, losses and
costs, including fees and expenses, arising out of or in connection with the
services rendered by Hicks Muse Partners in connection with the Capstar
Broadcasting Monitoring and Oversight Agreement. Capstar Broadcasting was not
required to pay Hicks Muse Partners any monitoring and oversight fees in 1998.

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<PAGE> 69

The Capstar Broadcasting Monitoring and Oversight Agreement makes available
on an ongoing basis the resources of Hicks Muse Partners concerning a variety of
financial matters. The services that have been and will continue to be provided
by Hicks Muse Partners could not otherwise be obtained by Capstar Broadcasting
without the addition of personnel or the engagement of outside professional
advisors. The Capstar Broadcasting Monitoring and Oversight Agreement expires on
the earlier to occur of July 1, 2007, or the date on which HM Fund III and its
affiliates cease to own beneficially, directly or indirectly, any securities of
Capstar Broadcasting or its successors.

Capstar Partners Monitoring and Oversight Agreement. Capstar Partners is
subject to a monitoring and oversight agreement (the "Capstar Partners
Monitoring and Oversight Agreement") with Hicks Muse Partners. Capstar Partners
agreed to pay to Hicks Muse Partners an annual fee for ongoing financial
oversight and monitoring services. The annual fee is adjustable upward or
downward at the end of each fiscal year to an amount equal to 0.2% of the
budgeted consolidated annual net sales of Capstar Partners for the then-current
fiscal year; provided, that such fee may not at any time be less than $100,000
per year. For the year ended December 31, 1998, Capstar Partners had paid Hicks
Muse Partners approximately $819,000 of monitoring and oversight fees. As of
December 31, 1998, Capstar Partners had no outstanding obligation to Hicks Muse
under the Capstar Partners Monitoring and Oversight Agreement. The Capstar
Partners Monitoring and Oversight Agreement expires on the earlier to occur of
October 16, 2006, or the date on which HM Fund III and its affiliates cease to
own beneficially, directly or indirectly, any securities of Capstar Partners or
its successors. The remainder of the terms of the Capstar Partners Monitoring
and Oversight Agreement are substantially similar to the terms of the Capstar
Broadcasting Monitoring and Oversight Agreement.

Upon the consummation of the merger with Chancellor Media, the Capstar
Broadcasting Monitoring and Oversight Agreement and the Capstar Partners
Monitoring and Oversight Agreement will terminate and Capstar Broadcasting will
pay to Hicks Muse Partners at the closing a one-time cash payment of
approximately $14.2 million.

FINANCIAL ADVISORY AGREEMENTS

Capstar Broadcasting Financial Advisory Agreement. Capstar Broadcasting is
subject to a financial advisory agreement (the "Capstar Broadcasting Financial
Advisory Agreement") with Hicks Muse Partners. Hicks Muse Partners is entitled
to receive a fee equal to 1.5% of the transaction value, as defined below, for
each add-on transaction, as defined below, in which Capstar Broadcasting is
involved. "Transaction value" means the total value of any add-on transaction,
including, without limitation, the aggregate amount of the funds required to
complete the add-on transaction (excluding any fees payable pursuant to the
Capstar Broadcasting Financial Advisory Agreement, but including the amount of
any indebtedness, preferred stock or similar items assumed or remaining
outstanding). The term "add-on transaction" means any future proposal for a
tender offer, acquisition, sale, merger, exchange offer, recapitalization,
restructuring, or other similar transaction directly or indirectly involving
Capstar Broadcasting, excluding Capstar Partners and its direct or indirect
subsidiaries, and any other person or entity. Capstar Broadcasting will
indemnify Hicks Muse Partners, its affiliates and partners, and their respective
directors, officers, agents, employees and affiliates from and against all
claims, actions, proceedings, demands, liabilities, damages, judgments,
assessments, losses and costs, including fees and expenses, arising out of or in
connection with the services rendered by Hicks Muse Partners in connection with
the Capstar Broadcasting Financial Advisory Agreement.

Under the Capstar Broadcasting Financial Advisory Agreement, Hicks Muse
Partners provides investment banking, financial advisory and other similar
services with respect to the add-on transactions in which Capstar Broadcasting
is involved. Such transactions require additional attention beyond that required
to monitor and advise Capstar Broadcasting on an ongoing basis and accordingly
Capstar Broadcasting pays separate advisory fees with respect to such matters in
addition to those paid in connection with the Capstar Broadcasting Monitoring
and Oversight Agreement. The services that have been and will continue to be
provided by Hicks Muse Partners could not otherwise be obtained by Capstar
Broadcasting without the addition of personnel or the engagement of outside
professional advisors. The Capstar Broadcasting Financial Advisory Agreement
will terminate concurrently with the termination of the Capstar Broadcasting
Monitoring and Oversight Agreement.
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<PAGE> 70

Capstar Partners Financial Advisory Agreement. Capstar Partners is subject
to a financial advisory agreement (the "Capstar Partners Financial Advisory
Agreement") with Hicks Muse Partners. The terms of the Capstar Partners
Financial Advisory Agreement are substantially similar to the terms of the
Capstar Broadcasting Financial Advisory Agreement.

For the year ending December 31, 1998, Capstar Broadcasting has paid Hicks
Muse Partners financial advisory fees of approximately $49.5 million.

Upon the consummation of the merger with Chancellor Media:

- Hicks Muse Partners will receive a fee from Capstar Broadcasting of $17.5
million in satisfaction of its services performed under the Capstar
Partners Financial Advisory Agreement and the Capstar Broadcasting
Financial Advisory Agreement in connection with the Chancellor Merger;
and

- the Capstar Partners Financial Advisory Agreement will terminate.

STOCKHOLDERS AGREEMENTS

Affiliate Stockholders Agreement. R. Steven Hicks, five of his children,
Capstar BT Partners, L.P. and Capstar Boston Partners, L.L.C. and Capstar L.P.
(the "Affiliate Stockholders") have entered into a stockholders agreement with
Capstar Broadcasting and Hicks Muse that provides, among other things, that the
Affiliate Stockholders may require Capstar Broadcasting, subject to certain
registration volume limitations, to effect up to three demand registrations of
their Common Stock under the Securities Act of 1933. The stockholders agreement
also provides that if Capstar Broadcasting proposes to register any shares of
its Common Stock under the Securities Act, whether or not for its own account,
the Affiliate Stockholders will be entitled, with certain exceptions, to include
their shares of Common Stock in such registration.

The stockholders agreement also requires the Affiliate Stockholders,
subject to certain conditions, to vote their shares (i) in favor of the election
to the Board of Directors of Capstar Broadcasting of such individuals as may be
designated by Hicks Muse and its affiliates and (ii) on other matters so as to
give effect to the agreements contained in the stockholders agreement. If
certain conditions are met, including R. Steven Hicks serving as Capstar
Broadcasting's President and Chief Executive Officer or beneficially holding not
less than 3% of the fully-diluted Common Stock of Capstar Broadcasting, R.
Steven Hicks will be one of such designees to serve on the Board of Directors.

Management Stockholders Agreement. Certain stockholders of Capstar
Broadcasting are parties to a stockholders agreement with Capstar Broadcasting
and Hicks Muse that provides, among other things, that if Capstar Broadcasting
proposes to register any shares of its Common Stock under the Securities Act of
1933, whether or not for its own account, the stockholders that are parties to
the stockholders agreement will be entitled, with certain exceptions, to include
their shares of Common Stock in such registration.

GulfStar Stockholders Agreement. Certain stockholders of Capstar
Broadcasting are parties to a stockholders agreement with Capstar Broadcasting
and Hicks Muse that provides, among other things, that such persons may require
Capstar Broadcasting, subject to certain registration volume limitations, to
effect up to three demand registrations of their Common Stock under the
Securities Act of 1933. The stockholders agreement also provides that if Capstar
Broadcasting proposes to register any shares of its Common Stock under the
Securities Act of 1933, whether or not for its own account, the parties will be
entitled, with certain exceptions, to include their shares of Common Stock in
such registration.

MANAGEMENT AND AFFILIATE EQUITY INVESTMENTS

Hicks Muse and its affiliates (excluding Capstar BT Partners, L.P. and
Capstar Boston Partners, L.L.C.) have invested $799.8 million for 61,599,541
shares of Class C Common Stock, which was used to consummate station
acquisitions and the repayment of indebtedness. Capstar BT Partners, L.P., an
entity controlled by Hicks Muse, has invested $65.2 million for 5,119,724 shares
of Class B Common Stock, which was used to consummate station acquisitions and
the repayment of indebtedness. Capstar Boston Partners,

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<PAGE> 71

L.L.C., an entity controlled by Hicks Muse, has invested $3.0 million for
272,727 shares of Class A Common Stock.

In May 1998, Thomas O. Hicks exchanged 1,200,064 shares of Class B Common
Stock for an equal number of shares of Class C Common Stock. In June 1998,
Thomas O. Hicks exchanged 219,781 shares of Class C Common Stock for an equal
number of shares of Class A Common Stock.

INDEBTEDNESS OF MANAGEMENT

Mary K. Quass, the president of Central Star, purchased 90,909 shares of
Class A Common Stock, in exchange for cash in the amount of $9,091 and a
promissory note payable to Capstar Broadcasting in the principal amount of
$990,909 and bearing interest at an annual rate of 9%. Ms. Quass repaid the
promissory note in January 1998.

Each of Paul D. Stone and John D. Cullen acquired shares of common stock of
GulfStar Communications, Inc. prior to its acquisition by Capstar Broadcasting
in exchange for non-recourse promissory notes payable and recourse promissory
notes to GulfStar, which notes had aggregate outstanding principal amounts of
approximately $548,943, and $1,018,783, respectively, as of March 1, 1999.
Before the GulfStar acquisition, the notes were secured by the common stock of
GulfStar. In connection with the GulfStar acquisition, the common stock of
GulfStar was exchanged for Common Stock. The Common Stock held of record by Mr.
Stone and Mr. Cullen now secures such person's obligation under the notes. Two
notes of Mr. Stone with an aggregate principal balance of approximately $39,552
as of December 31, 1998 bear interest at a rate of 9% per annum, and Mr. Stone's
other notes and Mr. Cullen's note bear interest at 7.6% per annum, each with
principal and interest payments payable annually in arrears or, at the option of
the holder, such interest payments may be deferred and added to the outstanding
principal balance of the note. Each of the notes matures 10 years after the date
thereof.

CHANCELLOR MEDIA TRANSACTIONS

Capstar Partners has retained Katz Media Group, Inc. ("Katz") as its media
representative to sell national spot advertising air time. Katz is a
wholly-owned subsidiary of Chancellor Media, which is an affiliate of Hicks
Muse. In 1998, Capstar Broadcasting paid Katz $4.4 million for media
representation services.

Capstar Partners broadcasts advertising over Capstar Partners' portfolio of
stations from The AMFM Radio Networks. The AMFM Radio Networks is a national
radio network owned and operated by Chancellor Media. For the year ended
December 31, 1998, Capstar Broadcasting recorded approximately $8.3 million in
revenue from The AMFM Radio Networks.

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<PAGE> 72

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(REVISE?)

(a)(1) and (2) Consolidated Financial Statements

The financial statements and schedules are listed under Item 8 herein and
are hereby incorporated herein by reference.

(a)(3) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1.1 -- Agreement and Plan of Merger, dated August 26, 1998,
among Chancellor Media, the Company and CBC Acquisition
Company, Inc.(1)
2.1.2 -- Voting Agreement, dated August 26, 1998, among Chancellor
Media, Capstar Broadcasting Partners, L.P., Thomas O.
Hicks and Steven R. Hicks.(1)
3.1.1 -- Certificate of Incorporation of Capstar Partners.(17)
3.1.2 -- Certificate of Amendment to Certificate of Incorporation
of Capstar Partners.(5)
3.2 -- Amended and Restated By-laws of Capstar Partners.(4)
4.1.1 -- Indenture, dated February 20, 1997, between Capstar
Partners and U.S. Trust Company of Texas, governing
Capstar Partners' outstanding 12 3/4% Senior Discount
Notes due 2009 (the "12 3/4% Capstar Indenture").(3)
4.1.2 -- First Supplemental to 12 3/4% Capstar Indenture.(4)
4.2 -- Indenture, dated June 17, 1997, between Capstar Radio and
U.S. Trust Company of Texas, N.A. governing Capstar
Radio's outstanding 9 1/4% Senior Subordinated Notes due
2007.(5)
4.3 -- Indenture, dated June 17, 1997, between Capstar Partners
and U.S. Trust Company of Texas, N.A. governing Capstar
Partners's 12% Subordinated Exchange Debentures due
2009.(5)
4.4 -- Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special
Rights of 12% Senior Exchangeable Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of
Capstar Partners, dated June 17, 1997.(5)
4.5.1 -- Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications, Limitations
and Restrictions Thereof of 12 5/8% Series E Cumulative
Exchangeable Preferred Stock of SFX Broadcasting, Inc.
("SFX"), due October 31, 2006 ("SFX Certificate of
Designation").(6)
4.5.2 -- Certificate of Amendment to SFX Certificate of
Designation.(7)
4.6 -- Indenture, governing SFX's 12 5/8% Subordinated Exchange
Debentures due 2006.(8)
4.7.1 -- Indenture, dated May 31, 1996, between SFX, the
guarantors named therein and Chemical Bank, governing
SFX's 10 3/4% Senior Subordinated Notes due 2006 (the
"10 3/4% SFX Notes Indenture").(9)
4.7.2 -- First Supplement to 10 3/4% SFX Notes Indenture.(8)
4.7.3 -- Second Supplement to 10 3/4% SFX Notes Indenture.(8)
4.7.4 -- Third Supplement to 10 3/4% SFX Notes Indenture.(8)
4.7.5 -- Fourth Supplement to 10 3/4% SFX Notes Indenture.(2)
4.7.6 -- Fifth Supplement to 10 3/4% SFX Notes Indenture.(2)
</TABLE>

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<PAGE> 73

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.7.7 -- Sixth Supplement to 10 3/4% SFX Notes Indenture.(2)
4.7.8 -- Seventh Supplement to 10 3/4% SFX Notes Indenture.(2)
4.7.9 -- Eighth Supplement to 10 3/4% SFX Notes Indenture.(2)
4.7.10 -- Ninth Supplement to 10 3/4% SFX Notes Indenture.(2)
4.7.11 -- Tenth Supplement to 10 3/4% SFX Notes Indenture.(10)
4.8.1 -- Indenture, dated October 7, 1993, between SFX and
Chemical Bank, as trustee, governing SFX's 11 3/8% Senior
Subordinated Notes due 2000 (the "11 3/8% SFX
Indenture").(11)
4.8.2 -- First Supplement to 11 3/8% SFX Indenture.(9)
10.1.1 -- Credit Agreement, dated May 29, 1998, among Capstar
Radio, Capstar Partners, Capstar Broadcasting and the
financial institutions party thereto.(12)
10.1.2 -- First Amendment to Credit Agreement.(25)
10.2 -- Financial Advisory Agreement, dated as of July 1, 1997,
between Capstar Broadcasting and Hicks, Muse & Co.
Partners, L.P. ("HMCo").(5)
10.3 -- Financial Advisory Agreement, dated as of October 16,
1996, between Capstar Partners and HMCo.(3)
10.4 -- Monitoring and Oversight Agreement, dated as of July 1,
1997, between Capstar Broadcasting and HMCo.(5)
10.5 -- Monitoring and Oversight Agreement, dated as of October
16, 1996, between Capstar Partners and HMCo.(3)
10.6 -- Form of Indemnification Agreement between Capstar
Broadcasting and each of its directors and officers.(5)+
10.7.1 -- Employment Agreement, dated February 14, 1997, between
Capstar Partners and R. Steven Hicks.(3)+
10.7.2 -- First Amendment to Employment Agreement, effective July
1, 1997, between R. Steven Hicks, Capstar Partners, and
Capstar Broadcasting.(13)+ 10.7.3 -- Second Amendment to
Employment Agreement.*+
10.8.1 -- Employment Agreement, dated July 1, 1997, between Capstar
Broadcasting and Paul D. Stone.(5)+
10.8.2 -- First Amendment to Employment Agreement.(25)+
10.9.1 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and William S. Banowsky, Jr.(5)+
10.9.2 -- First Amendment to Employment Agreement.(25)+
10.10.1 -- Employment Agreement between GulfStar Communications,
Inc. and John D. Cullen.(14)+
10.10.2 -- First Amendment to Employment Agreement between GulfStar
Communications, Inc. and John D. Cullen.(4)+
10.11 -- Not Used
10.12.1 -- Amended and Restated Capstar Broadcasting Corporation
1998 Stock Option Plan.(16)+
10.12.2 -- First Amendment to Amended and Restated Capstar
Broadcasting Corporation 1998 Stock Option Plan.(25)+
10.13.1 -- Form of Incentive Stock Option Agreement.(5)+
10.13.2 -- Form of Non-Qualified Stock Option Agreement for
Employees.(5)+
</TABLE>

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<PAGE> 74

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.13.3 -- Form of Non-Qualified Stock Option Agreement for
Non-Employees.(14)+
10.14.1 -- Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Partners, Hicks Muse, R. Steven Hicks and
the security holders listed therein.(3)
10.14.2 -- First Amendment and Supplement to Affiliate Stockholders
Agreement, dated January 27, 1997, by and among Capstar
Partners, the securityholders listed therein and Hicks
Muse.(3)
10.14.3 -- Second Amendment to Affiliate Stockholders Agreement,
dated February 20, 1997, by and among Capstar Partners,
the security holders listed therein and Hicks Muse.(17)
10.14.4 -- Third Amendment to Affiliate Stockholders Agreement,
dated June 20, 1997, by and among Capstar Broadcasting,
Capstar Partners, the security holders listed therein and
Hicks Muse.(5)
10.14.5 -- Fourth Amendment to Affiliate Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
Capstar Partners, the securityholders listed therein and
Hicks Muse.(2)
10.15.1 -- Management Stockholders Agreement, dated November 26,
1996, among Capstar Partners, the securityholders listed
therein and Hicks Muse.(3)
10.15.2 -- First Amendment to Management Stockholders Agreement,
dated January 27, 1997, by and among Capstar Partners and
the securityholders listed therein.(3)
10.15.3 -- Second Amendment to Management Stockholders Agreement,
dated June 20, 1997, by and among Capstar Broadcasting,
Capstar Partners, the security holders listed therein and
Hicks Muse.(5)
10.15.4 -- Third Amendment to Management Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
Capstar Partners, the securityholders listed therein and
Hicks Muse.(2)
10.16 -- Amended and Restated GulfStar Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
the security holders listed therein, and Hicks Muse.(2)
10.17.1 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 323,120 shares of Class C Common
Stock.(12)+
10.17.2 -- Amendments to Warrants of R. Steven Hicks.(25)+
10.18 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 255,317 shares of Class C Common
Stock.(12)+
10.19 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 930,000 shares of Class C Common
Stock.(12)+
10.20.1 -- Stock Purchase Agreement, dated June 12, 1997, by and
among Capstar Acquisition Company, Inc., Capstar
Partners, Patterson Broadcasting, Inc. and the selling
stockholders named therein (the "Patterson Stock Purchase
Agreement").(5)
10.20.2 -- First Amendment to Patterson Stock Purchase
Agreement.(14)
10.20.3 -- Second Amendment to Patterson Stock Purchase
Agreement.(18)
10.20.4 -- Third Amendment to Patterson Stock Purchase
Agreement.(18)
10.20.5 -- Fourth Amendment to Patterson Stock Purchase
Agreement.(18)
</TABLE>

73
<PAGE> 75

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.21 -- Agreement and Plan of Merger, dated June 16, 1997, by and
among GulfStar Communications, Inc., Capstar
Broadcasting, CBC-GulfStar Merger Sub, Inc. and the
stockholders listed therein.(5)
10.22.1 -- Agreement and Plan of Merger, dated August 24, 1997, by
and among SBI Holding Corporation, SBI Radio Acquisition
Corporation and SFX Broadcasting, Inc. (The "SFX Merger
Agreement").(19)
10.22.2 -- Amendment No. 1 to SFX Merger Agreement.(7)
10.22.3 -- Amendment No. 2 to the SFX Merger Agreement (20)
10.23.1 -- Letter Agreement, dated February 20, 1998 between
Chancellor Media Corporation of Los Angeles and Capstar
Broadcasting ("Chancellor Letter Agreement").(21)
10.23.2 -- Amendment to Chancellor Letter Agreement.(24)
10.24 -- Form of Time Brokerage Agreement with Chancellor Media
Corporation.(24)
10.25.1 -- Capstar Broadcasting Corporation Pledge Agreement, dated
May 29, 1998, between Capstar Broadcasting and Chancellor
Media Corporation of Los Angeles.(12)
10.25.2 -- Note, dated May 29, 1998, due to Chancellor Media
Corporation.(12)
10.26 -- Warrant, dated April 1, 1998, issued to R. Steven Hicks
for 187,969 shares of Class C Common Stock.(12)
10.27 -- Warrant, dated April 1, 1998, issued to R. Steven Hicks
for 500,000 shares of Class C Common Stock.(12)
10.28.1 -- Letter of Credit Agreement, dated February 12, 1998
between R. Steven Hicks and Banker's Trust Company.(23)
10.28.2 -- Guaranty and Purchase Agreement, dated February 12, 1998
made by Capstar Radio in favor of Banker's Trust
Company.(23)
10.28.3 -- Letter Agreement between R. Steven Hicks and Capstar
Broadcasting.(25)
10.29.1 -- Warrant, dated April 1, 1998, issued to Paul D. Stone for
150,000 shares of Class A Common Stock.(12)+
10.29.2 -- First Amendment to Warrant.(25)+
10.30.1 -- Warrant, dated April 1, 1998, issued to William S.
Banowsky, Jr. for 150,000 shares of Class A Common
Stock.(12)+
10.30.2 -- First Amendment to Warrant.(25)+
10.31 -- Agreement and Plan of Merger, dated July 23, 1998, among
Capstar Radio, TBC Radio Acquisition Corp. and Triathlon
Broadcasting Company.(15)
10.32 -- Letter Agreement, dated January 2, 1998, between Capstar
Broadcasting and Chancellor Media Corporation of Los
Angeles regarding The AMFM Radio Networks.(25)
10.33 -- Master Agreement, dated March 6, 1997, between Katz
Communications, Inc., Capstar Partners and Gulfstar
Communications.(25)
21.1 -- List of Subsidiaries.*
27.1 -- Financial Data Schedule.*
</TABLE>

- - ---------------

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

74
<PAGE> 76

(1) Incorporated by reference to Schedule 13D/A filed by Thomas O. Hicks, et
al. on September 3, 1998, File No. 000-54151.

(2) Incorporated by reference to the Capstar Broadcasting's Amendment No. 3 to
Registration Statement on Form S-1, dated May 19, 1998, File No. 333-48819.

(3) Incorporated by reference to Capstar Partners's Registration Statement on
Form S-1, dated April 16, 1997, File No. 333-25263.

(4) Incorporated by reference to Capstar Partners' and Capstar Radio's Annual
Report on Form 10-K for the year ended December 31, 1997, File No.
333-25638.

(5) Incorporated by reference to Capstar Partners's Amendment No. 1 to
Registration Statement on Form S-4, dated July 8, 1997, File No. 333-25638.

(6) Incorporated by reference to SFX's Current Report on Form 8-K, dated
January 27, 1997, File No. 000-22486.

(7) Incorporated by reference to SFX's Annual Report on Form 10-K for the year
ended December 31, 1997, File No. 000-22486.

(8) Incorporated by reference to SFX's Current Report on Form 8-K, dated
January 17, 1997, File No. 000-22486.

(9) Incorporated by reference to SFX's Registration Statement on Form S-4,
dated June 21, 1996, File No. 333-06553.

(10) Incorporated by reference to SFX's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 000-22486.

(11) Incorporated by reference to SFX's Amendment No. 3 to Registration
Statement on Form S-1, dated September 29, 1993, File No. 33-66718.

(12) Incorporated by reference to the Capstar Broadcasting's Current Report on
Form 8-K, dated May 29, 1998, File No. 333-48819.

(13) Incorporated by reference to Capstar Partners's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, File No. 333-25638.

(14) Incorporated by reference to Capstar Partners's Amendment No. 2 to
Registration Statement on Form S-4, dated August 5, 1997, File No.
333-25638.

(15) Incorporated by reference to the Capstar Broadcasting's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, File No. 333-48819.

(16) Incorporated by reference to the Company's Amendment No. 2 to Registration
Statement on Form S-1, dated May 11, 1998, File No. 333-48819.

(17) Incorporated by reference to Capstar Partners's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, File No. 333-25638.

(18) Incorporated by reference to Capstar Radio's Current Report on Form 8-K,
dated February 13, 1998, File No. 333-25683.

(19) Incorporated by reference to SFX's Current Report on Form 8-K, dated August
26, 1997, File No. 000-22486.

(20) Incorporated by reference to SFX's Current Report on Form 8-K, dated
February 17, 1998, File No. 000-22486.

(21) Incorporated by reference to the Capstar Broadcasting's Registration
Statement on Form S-1, dated March 27, 1998, File No. 333-48819.

(22) Incorporated by reference to the Capstar Broadcasting's Registration
Statement on Form S-8, dated July 27, 1998, File No. 333-59937.

(23) Incorporated by reference to the Capstar Broadcasting's Amendment No. 4 to
Registration Statement on Form S-1, dated May 21, 1998, File No. 333-48819.

(24) Incorporated by reference to the Capstar Broadcasting's Amendment No. 3 to
Registration Statement or Form S-1, dated May 19, 1998, File No. 333-48819.

(25) Incorporated by reference to Capstar Broadcasting's Annual Report on Form
10-K, for the year ended December 31, 1998, File No. 000-14107.

75
<PAGE> 77

(B) REPORT ON FORM 8-K

Capstar Partners did not file any Form 8-Ks during the fourth quarter of
1998.

76
<PAGE> 78

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Capstar Broadcasting Partners, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAPSTAR BROADCASTING PARTNERS, INC.

By: /s/ PAUL D. STONE
------------------------------------
Paul D. Stone
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Capstar
Broadcasting Partners, Inc. and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE PAGE
--------- ----- ----
<C> <S> <C>

/s/ R. STEVEN HICKS Chief Executive Officer and March 31, 1999
- - ----------------------------------------------------- Director (Principal
R. Steven Hicks Executive Officer)

/s/ PAUL D. STONE Executive Vice President and March 31, 1999
- - ----------------------------------------------------- Chief Financial Officer
Paul D. Stone (Principal Financial and
Accounting Officer)

/s/ THOMAS O. HICKS Director March 31, 1999
- - -----------------------------------------------------
Thomas O. Hicks

/s/ LAWRENCE D. STUART, JR. Director March 31, 1999
- - -----------------------------------------------------
Lawrence D. Stuart, Jr.
</TABLE>

77
<PAGE> 79

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Consolidated Balance Sheets as of December 31, 1997 and
1998...................................................... F-3
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 1998............... F-4
Consolidated Statements of Stockholder's Equity for each of
the three years in the period ended December 31, 1998..... F-5
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1998............... F-7
Notes to Consolidated Financial Statements.................. F-8

Report of Independent Accountants........................... F-38
Report of Independent Accountants........................... F-39
Consolidated Balance Sheets as of December 31, 1997 and
1998...................................................... F-40
Consolidated Statements of Operations for the years ended
December 31, 1996, 1997, the five months ended May 31,
1998 and the seven months ended December 31, 1998......... F-41
Consolidated Statements of Shareholder's Equity for the
years ended December 31, 1996, 1997, the five months ended
May 31, 1998 and the seven months ended December 31,
1998...................................................... F-42
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1997, the five months ended May 31,
1998 and the seven months ended December 31, 1998......... F-43
Notes to Consolidated Financial Statements.................. F-44

COMMODORE MEDIA, INC. AND SUBSIDIARIES

Report of Independent Auditors.............................. F-65
Consolidated Statements of Operations for the year ended
December 31, 1995 and the period from January 1, 1996 to
October 16, 1996.......................................... F-66
Consolidated Statements of Cash Flows for the year ended
December 31, 1995 and the period from January 1, 1996 to
October 16, 1996.......................................... F-67
Notes to Consolidated Statements of Operations and Cash
Flows..................................................... F-68

INDEX TO FINANCIAL STATEMENT SCHEDULES
CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

Report of Independent Accountants........................... F-75
Schedule I:
Parent Company Condensed Balance Sheets as of December 31,
1997 and 1998.......................................... F-76
Parent Company Condensed Statements of Operations for the
period from inception through December 31, 1996 and the
years ended December 31, 1997 and 1998................. F-77
Parent Company Condensed Statements of Cash Flows for the
period from inception through December 31, 1996 and the
years ended December 31, 1997 and 1998................. F-78
Notes to Parent Company Condensed Financial Statements.... F-79
Schedule II -- Valuation and Qualifying Accounts............ F-80
</TABLE>

F-1
<PAGE> 80

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Capstar Broadcasting Partners, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholder's equity and of cash
flows present fairly, in all material respects, the financial position of
Capstar Broadcasting Partners, Inc. and its subsidiaries at December 31, 1998
and 1997, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Austin, Texas
February 26, 1999, except as to Note 3,
which is as of March 15, 1999

F-2
<PAGE> 81

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1998
---------- ----------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 70,059 $ 17,115
Accounts receivable, net of allowance for doubtful
accounts of $2,889 and $8,352, respectively............ 40,350 112,846
Prepaid expenses and other current assets................. 4,285 20,121
---------- ----------
Total current assets.............................. 114,694 150,082
Property and equipment, net............................... 106,717 248,920
Intangibles and other, net................................ 881,545 4,240,378
Other non-current assets.................................. 3,094 10,317
---------- ----------
Total assets...................................... $1,106,050 $4,649,697
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Current portion of long-term debt......................... $ 1,388 $ 29,834
Accounts payable.......................................... 13,641 11,615
Accrued liabilities....................................... 16,826 68,231
Income taxes payable...................................... 2,417 38,018
---------- ----------
Total current liabilities......................... 34,272 147,698
Long-term debt, net of current portion.................... 593,184 1,598,755
Due to (from) parent...................................... 1,082 (797)
Deferred income taxes..................................... 160,150 1,175,519
---------- ----------
Total liabilities................................. 788,688 2,921,175
---------- ----------
Commitments and contingencies (Note 14)
Redeemable preferred stock:
Capstar Broadcasting Partners, Inc. $.01 par value, 10,000
shares authorized, 1,000 and 1,196 shares issued and
outstanding respectively, aggregate liquidation
preference of $106,560 and $118,460 respectively....... 101,493 113,699
Redeemable preferred stock of subsidiary:
Capstar Communications, Inc. Series E Cumulative
Exchangeable Preferred Stock, $.01 par value, 4,150
shares authorized, 1,266 shares issued and outstanding,
aggregate liquidation preference of $133,944........... -- 148,669
Stockholder's equity:
Common stock, Class A, voting $.01 par value, 300,000
shares authorized, 279,632 shares issued and
outstanding at December 31, 1997 and 1998.............. 2,796 2,796
Common stock, Class B, nonvoting, $.01 par value, 50,000
shares authorized, none issued......................... -- --
Additional paid-in capital................................ 262,161 1,577,380
Unearned compensation..................................... -- (4,893)
Accumulated deficit....................................... (49,088) (109,129)
---------- ----------
Total stockholder's equity........................ 215,869 1,466,154
---------- ----------
Total liabilities and stockholder's equity........ $1,106,050 $4,649,697
========== ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE> 82

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Gross broadcast revenue.................................... $ 47,200 $189,820 $568,050
Less: agency commissions................................... (4,334) (14,375) (50,583)
-------- -------- --------
Net broadcast revenue.................................... 42,866 175,445 517,467
-------- -------- --------
Operating expenses:
Programming, technical and news.......................... 9,313 43,073 94,019
Sales and promotion...................................... 12,808 48,156 137,632
General and administrative............................... 8,360 30,906 72,914
Corporate expenses......................................... 2,523 14,221 23,373
Corporate expenses -- noncash compensation................. 6,176 10,575 21,260
LMA fees................................................... 834 2,519 4,103
Depreciation and amortization.............................. 4,141 26,415 96,207
Merger, nonrecurring and systems development expense....... -- 4,729 12,970
-------- -------- --------
Operating income (loss).................................... (1,289) (5,149) 54,989
Other income (expense):
Interest expense......................................... (8,907) (47,012) (110,545)
Interest income.......................................... 34 3,819 3,203
Loss on sale of broadcasting property.................... -- (908) --
Other.................................................... (929) -- (183)
-------- -------- --------
Loss before benefit for income taxes, dividends and
accretion on preferred stock of subsidiary and
extraordinary item....................................... (11,091) (49,250) (52,536)
Benefit for income taxes................................... 322 11,992 9,579
Dividends and accretion on preferred stock of subsidiary... -- -- 9,779
-------- -------- --------
Loss before extraordinary item........................... (10,769) (37,258) (52,736)
Extraordinary loss on early extinguishment of debt, net of
tax benefit of $707, $1,473, and $3,282, respectively.... 1,188 2,403 7,305
-------- -------- --------
Net loss................................................... (11,957) (39,661) (60,041)
Dividends, accretion and redemption of preferred stocks.... 1,350 13,631 12,208
-------- -------- --------
Net loss attributable to common stock...................... $(13,307) $(53,292) $(72,249)
======== ======== ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements

F-4
<PAGE> 83

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
GULFSTAR COMMUNICATIONS, INC.
-----------------------------------------------------------------------------
CLASS A CLASS B CLASS C
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
----------------- ----------------- ----------------- -----------------
NUMBER OF PAR NUMBER OF PAR NUMBER OF PAR NUMBER OF PAR
SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE
--------- ----- --------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1996................... 10 $ 1 38 $ 1 6 $-- -- $--
Issuance of Common stock.................... 5 -- -- -- -- -- -- --
Issuance of Class A Common stock............ -- -- 2 -- -- -- -- --
Issuance of Class B Common stock............ -- -- -- -- -- -- -- --
Issuance of Class C Common stock............ -- -- -- -- -- -- 3 1
Conversion of Common stock to Class A Common
stock..................................... (10) -- 10 -- -- -- -- --
Conversion of Class A and B Common stock to
Common stock.............................. 6 -- (1) -- (6) -- -- --
Issuance of warrants........................ -- -- -- -- -- -- -- --
Accrued interest on Stock subscriptions
receivable................................ -- -- -- -- -- -- -- --
Dividends and accretion on Redeemable
preferred stock........................... -- -- -- -- -- -- -- --
Unearned compensation--stock issued for
nonrecourse notes......................... -- -- -- -- -- -- -- --
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuance of common stock.................... -- -- -- -- -- -- -- --
Issuance of warrants........................ -- -- -- -- -- -- -- --
Net loss.................................... -- -- -- -- -- -- -- --
--- --- --- --- -- -- --- ---
Balance at December 31, 1996................. 11 1 49 1 -- -- 3 1
GULFSTAR COMMUNICATIONS, INC.:
Issuance of Common stock.................... -- -- -- -- -- -- -- --
Conversion of Class A Common stock to Class
C Common stock............................ -- -- (39) -- -- -- 39 --
Conversion of Class C Common stock to Class
A Common stock............................ -- -- 10 -- -- -- (10) --
Dividends and accretion on Redeemable
preferred stock........................... -- -- -- -- -- -- -- --
Accrued interest on Stock subscriptions
receivable................................ -- -- -- -- -- -- -- --
Payments received on Stock subscriptions
receivable................................ -- -- -- -- -- -- -- --
Compensation expense........................ -- -- -- -- -- -- -- --
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuances of Common stock................... -- -- -- -- -- -- -- --
Repurchase of Common stock.................. -- -- -- -- -- -- -- --
Conversion of Class B Common stock to Class
A Common stock............................ -- -- -- -- -- -- -- --
Compensation expense........................ -- -- -- -- -- -- -- --
Issuance of shares in connection with
merger.................................... (11) (1) (20) (1) -- -- (32) (1)
Redemption of Redeemable preferred stock by
parent.................................... -- -- -- -- -- -- -- --
Equity contribution from parent............. -- --.. -- -- -- -- -- --
Dividends and accretion on Redeemable
preferred stock........................... -- -- -- -- -- -- -- --
Payments on stock subscriptions
receivable................................ -- -- -- -- -- -- -- --
Transfer of stock subscriptions receivable
to parent................................. -- -- -- -- -- -- -- --
Dividends................................... -- -- -- -- -- -- -- --
Net loss.................................... -- -- -- -- -- -- -- --
--- --- --- --- -- -- --- ---
Balance at December 31, 1997................. -- -- -- -- -- -- -- --
Equity contribution from Parent............. -- -- -- -- -- -- -- --
Dividends................................... -- -- -- -- -- -- -- --
Dividends and accretion on preferred
stock..................................... -- -- -- -- -- -- -- --
Unearned compensation related to shares to
be issued to seller....................... -- -- -- -- -- -- -- --
Unearned compensation related to granting of
employee stock options.................... -- -- -- -- -- -- -- --
Compensation expense........................ -- -- -- -- -- -- -- --
Net loss.................................... -- -- -- -- -- -- -- --
--- --- --- --- -- -- --- ---
Balance at December 31, 1998................. -- $-- -- $-- -- $-- -- $--
=== === === === == == === ===

<CAPTION>
GULFSTAR COMMUNICATIONS, INC.
-----------------------------------------

ADDITIONAL STOCK
PAID-IN SUBSCRIPTIONS UNEARNED
CAPITAL RECEIVABLE COMPENSATION
---------- ------------- ------------
<S> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1996................... $ 365 $ (333) $ --
Issuance of Common stock.................... 1,378 (1,390) --
Issuance of Class A Common stock............ 184 -- --
Issuance of Class B Common stock............ 31 -- --
Issuance of Class C Common stock............ 358 (298) --
Conversion of Common stock to Class A Common
stock..................................... -- -- --
Conversion of Class A and B Common stock to
Common stock.............................. -- -- --
Issuance of warrants........................ 3,884 --
Accrued interest on Stock subscriptions
receivable................................ 69 (69) --
Dividends and accretion on Redeemable
preferred stock........................... (1,350) -- --
Unearned compensation--stock issued for
nonrecourse notes......................... 6,950 -- (1,518)
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuance of common stock.................... -- -- --
Issuance of warrants........................ -- -- --
Net loss.................................... -- -- --
-------- ------- -------
Balance at December 31, 1996................. 11,869 (2,090) (1,518)
GULFSTAR COMMUNICATIONS, INC.:
Issuance of Common stock.................... 300 (300) --
Conversion of Class A Common stock to Class
C Common stock............................ -- -- --
Conversion of Class C Common stock to Class
A Common stock............................ -- -- --
Dividends and accretion on Redeemable
preferred stock........................... (1,693) -- --
Accrued interest on Stock subscriptions
receivable................................ 131 (131) --
Payments received on Stock subscriptions
receivable................................ -- 36 --
Compensation expense........................ 7,232 1,518
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuances of Common stock................... -- -- --
Repurchase of Common stock.................. -- -- --
Conversion of Class B Common stock to Class
A Common stock............................ -- -- --
Compensation expense........................ -- -- --
Issuance of shares in connection with
merger.................................... (12,461) 2,485 --
Redemption of Redeemable preferred stock by
parent.................................... (5,378) -- --
Equity contribution from parent............. -- -- --
Dividends and accretion on Redeemable
preferred stock........................... -- -- --
Payments on stock subscriptions
receivable................................ -- -- --
Transfer of stock subscriptions receivable
to parent................................. -- -- --
Dividends................................... -- -- --
Net loss.................................... -- -- --
-------- ------- -------
Balance at December 31, 1997................. -- -- --
Equity contribution from Parent............. -- -- --
Dividends................................... -- -- --
Dividends and accretion on preferred
stock..................................... -- -- --
Unearned compensation related to shares to
be issued to seller....................... -- -- --
Unearned compensation related to granting of
employee stock options.................... -- -- --
Compensation expense........................ -- -- --
Net loss.................................... -- -- --
-------- ------- -------
Balance at December 31, 1998................. $ -- $ -- $ --
======== ======= =======
</TABLE>

F-5
<PAGE> 84
CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
CAPSTAR BROADCASTING PARTNERS, INC.
--------------------------------------
CLASS A CLASS B
COMMON STOCK COMMON STOCK
------------------ ----------------- ADDITIONAL STOCK
NUMBER OF PAR NUMBER OF PAR PAID-IN SUBSCRIPTIONS
SHARES VALUE SHARES VALUE CAPITAL RECEIVABLE
--------- ------ --------- ----- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1996........................... -- $ -- -- $ -- $ -- $ --
Issuance of Common stock............................ -- -- -- -- -- --
Issuance of Class A Common stock.................... -- -- -- -- -- --
Issuance of Class B Common stock.................... -- -- -- -- -- --
Issuance of Class C Common stock.................... -- -- -- -- -- --
Conversion of Common stock to Class A Common stock.. -- -- -- -- -- --
Conversion of Class A and B Common stock to Common
stock............................................. -- -- -- -- -- --
Issuance of warrants................................ -- -- -- -- -- --
Accrued interest on Stock subscriptions
receivable........................................ -- -- -- -- -- --
Dividends and accretion on Redeemable preferred
stock............................................. -- -- -- -- -- --
Unearned compensation-stock issued for nonrecourse
notes............................................. -- -- -- -- -- --
CAPSTAR BROADCASTING PARTNERS, INC.:.................
Issuance of common stock............................ 94,155 942 -- -- 93,213 --
Issuance of warrants................................ -- -- -- -- 744 --
Net loss............................................ -- -- -- -- -- --
------- ------ ------- ----- ---------- -------
Balance at December 31, 1996......................... 94,155 942 -- -- 93,957 --
GULFSTAR COMMUNICATIONS, INC.:
Issuance of Common stock............................ -- -- -- -- -- --
Conversion of Class A Common stock to Class C Common
stock............................................. -- -- -- -- -- --
Conversion of Class C Common stock to Class A Common
stock............................................. -- -- -- -- -- --
Dividends and accretion on Redeemable preferred
stock............................................. -- -- -- -- -- --
Accrued interest on Stock subscriptions
receivable........................................ -- -- -- -- -- --
Payments received on Stock subscriptions
receivable........................................ -- -- -- -- -- --
Compensation expense................................ -- -- -- -- -- --
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuances of Common stock........................... 82,508 825 18,182 181 119,875 (1,596)
Repurchase of Common stock.......................... (175) (2) -- -- (173) --
Conversion of Class B Common stock to Class A Common
stock............................................. 18,182 181 (18,182) (181) -- --
Compensation expense................................ -- -- -- -- 1,825 --
Issuance of Shares in connection with merger........ 84,962 850 -- -- 40,572 --
Redemption of Redeemable preferred stock by
Parent............................................ -- -- -- -- -- --
Equity Contribution from parent..................... -- -- -- -- 29,358 --
Dividends and accretion on Redeemable preferred
Stock............................................. -- -- -- -- (6,560) --
Payments on stock subscriptions receivable.......... -- -- -- -- -- 405
Transfer of Stock Subscriptions receivable to
parent............................................ -- -- -- -- (1,191) 1,191
Dividends........................................... -- -- -- -- (15,502)
Net loss............................................ -- -- -- -- -- --
------- ------ ------- ----- ---------- -------
Balance at December 31, 1997......................... 279,632 2,796 -- -- 262,161 --
Equity contribution from Parent..................... -- -- -- -- 1,572,828 --
Dividends........................................... -- -- -- -- (271,554) --
Dividends and accretion on preferred stock.......... -- -- -- -- (12,208) --
Unearned compensation related to shares to be issued
to seller......................................... -- -- -- -- 5,428 --
Unearned compensation related to granting of
employee stock options............................ -- -- -- -- 878 --
Compensation expense................................ -- -- -- -- 19,847 --
Net loss............................................ -- -- -- -- -- --
------- ------ ------- ----- ---------- -------
Balance at December 31, 1998......................... 279,632 $2,796 -- $ -- $1,577,380 $ --
======= ====== ======= ===== ========== =======

RETAINED
EARNINGS TOTAL
UNEARNED (ACCUMULATED STOCKHOLDER'S
COMPENSATION DEFICIT) EQUITY
------------ ------------ -------------
<S> <C> <C> <C>
GULFSTAR COMMUNICATIONS, INC.:
Balance at January 1, 1996........................... $ -- $ 2,530 $ 2,564
Issuance of Common stock............................ -- -- (12)
Issuance of Class A Common stock.................... -- -- 184
Issuance of Class B Common stock.................... -- -- 31
Issuance of Class C Common stock.................... -- -- 61
Conversion of Common stock to Class A Common stock.. -- -- --
Conversion of Class A and B Common stock to Common
stock............................................. -- -- --
Issuance of warrants................................ -- -- 3,884
Accrued interest on Stock subscriptions
receivable........................................ -- -- --
Dividends and accretion on Redeemable preferred
stock............................................. -- -- --
Unearned compensation-stock issued for nonrecourse
notes............................................. -- -- (1,350)
CAPSTAR BROADCASTING PARTNERS, INC.:................. -- 5,432
Issuance of common stock............................ -- -- 94,155
Issuance of warrants................................ -- -- 744
Net loss............................................ -- (11,957) (11,957)
------- --------- ----------
Balance at December 31, 1996......................... -- (9,427) 93,736
GULFSTAR COMMUNICATIONS, INC.:
Issuance of Common stock............................ -- -- --
Conversion of Class A Common stock to Class C Common
stock............................................. -- -- --
Conversion of Class C Common stock to Class A Common
stock............................................. -- -- --
Dividends and accretion on Redeemable preferred
stock............................................. -- -- (1,693)
Accrued interest on Stock subscriptions
receivable........................................ -- -- --
Payments received on Stock subscriptions
receivable........................................ -- -- 36
Compensation expense................................ -- -- 8,750
CAPSTAR BROADCASTING PARTNERS, INC.:
Issuances of Common stock........................... -- -- 119,285
Repurchase of Common stock.......................... -- -- (175)
Conversion of Class B Common stock to Class A Common
stock............................................. -- -- --
Compensation expense................................ -- -- 1,825
Issuance of Shares in connection with merger........ -- -- 31,443
Redemption of Redeemable preferred stock by
Parent............................................ -- (5,378)
Equity Contribution from parent..................... -- -- 29,358
Dividends and accretion on Redeemable preferred
Stock............................................. -- -- (6,560)
Payments on stock subscriptions receivable.......... -- -- 405
Transfer of Stock Subscriptions receivable to
parent............................................ -- -- --
Dividends........................................... -- -- (15,502)
Net loss............................................ -- (39,661) (39,661)
------- --------- ----------
Balance at December 31, 1997......................... -- (49,088) 215,869
Equity contribution from Parent..................... -- -- 1,572,828
Dividends........................................... -- -- (271,554)
Dividends and accretion on preferred stock.......... -- -- (12,208)
Unearned compensation related to shares to be issued
to seller......................................... (5,428) -- --
Unearned compensation related to granting of
employee stock options............................ (878) -- --
Compensation expense................................ 1,413 -- 21,260
Net loss............................................ -- (60,041) (60,041)
------- --------- ----------
Balance at December 31, 1998......................... $(4,893) $(109,129) $1,466,154
======= ========= ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE> 85

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997 1998
--------- --------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss............................................... $ (11,957) $ (39,661) $ (60,041)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Loss on early extinguishment of debt................ 1,188 2,403 7,305
Depreciation and amortization....................... 4,141 26,415 96,207
Noncash interest.................................... 2,626 24,047 23,338
Deferred income taxes............................... 547 (12,470) (30,079)
Noncash compensation expense........................ 6,176 10,575 21,260
Write-off of pending acquisition costs.............. 105 -- --
Provision for uncollectible accounts receivable..... 661 2,044 5,916
Loss on sale of broadcasting property............... -- 908 --
Dividends and accretion on preferred stock of
subsidiary........................................ -- -- 9,779
Changes in assets and liabilities, net of effects of
acquisitions:
Accounts receivable............................... (5,331) (12,029) (1,683)
Prepaid expenses and other current assets......... (1,002) 250 (1,382)
Accounts payable and accrued expenses............. 507 1,800 (304)
Due to parent..................................... -- -- (1,877)
Income taxes payable.............................. -- 2,417 (59,682)
--------- --------- -----------
Net cash provided by (used in) operating
activities................................... (2,339) 6,699 8,757
--------- --------- -----------
Cash flows from investing activities:
Proceeds from sale of broadcasting property............ -- 35,932 229,180
Purchase of property and equipment..................... (2,478) (10,020) (44,886)
Payments for acquisitions, net of cash acquired........ (149,612) (505,375) (1,451,372)
Payments for pending acquisitions...................... (3,342) (6,895) (9,590)
Income tax liability indemnity payments................ -- -- 92,968
Other investing activities, net........................ (147) (644) (4,146)
--------- --------- -----------
Net cash used in investing activities.......... (155,579) (487,002) (1,187,846)
--------- --------- -----------
Cash flows from financing activities:
Proceeds from long-term debt and credit facilities..... 64,647 556,902 1,174,500
Repayment of long-term debt and credit facilities...... (13,210) (200,249) (983,758)
Payments of financing related costs.................... (2,936) (25,169) (8,887)
Net proceeds from issuance of common stock............. 94,155 115,737 --
Net proceeds from issuance of preferred stock.......... 20,979 95,071 --
Net proceeds from issuance of warrants................. 3,884 -- --
Equity contribution by parent.......................... -- -- 1,339,166
Redemption of preferred stock.......................... -- (811) (135,207)
Purchase of common stock............................... -- (175) --
Dividends paid on common stock......................... -- (765) (250,161)
Dividends paid on preferred stock...................... -- -- (9,508)
--------- --------- -----------
Net cash provided by financing activities...... 167,519 540,541 1,126,145
--------- --------- -----------
Net increase (decrease) in cash and cash equivalents..... 9,601 60,238 (52,944)
Cash and cash equivalents at beginning of period......... 220 9,821 70,059
--------- --------- -----------
Cash and cash equivalents at end of period............... $ 9,821 $ 70,059 $ 17,115
========= ========= ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-7
<PAGE> 86

CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. ORGANIZATION AND BUSINESS

Capstar Broadcasting Partners, Inc. ("Capstar Partners"), a direct
wholly-owned subsidiary of Capstar Broadcasting Corporation ("Capstar
Broadcasting") and a holding company controlled by Hicks, Muse, Tate & Furst
Equity Fund III, L.P. ("HM Fund III") and its affiliates, and its direct and
indirect wholly-owned subsidiaries (collectively, "the Company") operate in a
single reportable industry segment, which segment encompasses the ownership and
management of radio broadcast stations located primarily in mid-sized markets
throughout the United States. At December 31, 1998, the Company owned and
operated, provided programming to or sold advertising on behalf of 220 FM
stations and 97 AM stations located in 78 markets.

On October 16, 1996, Capstar Partners acquired Capstar Radio Broadcasting
Partners, Inc. ("Capstar Radio") and its wholly-owned subsidiaries pursuant to a
merger agreement dated June 21, 1996. The acquisition of Capstar Radio has been
accounted for under the purchase method of accounting and has been included in
the consolidated financial statements since the date of its acquisition on
October 16, 1996.

In July 1997, the Company acquired GulfStar Communications, Inc. ("Former
GulfStar"), a company controlled by the general partner of HM Fund III. Pursuant
to the merger agreement, each share of Former GulfStar's common stock was
converted into shares of the Company subject to a conversion ratio calculated
based on the relative value of the Company and Former GulfStar, principally
determined by utilizing projected broadcast cash flows for the year ended
December 31, 1998. As a result of the merger, Former GulfStar became a
wholly-owned subsidiary. Due to the fact that the Company and Former GulfStar
were under common control at the time of the merger, the transfer of the assets
and liabilities of Former GulfStar has been accounted for at historical cost in
a manner similar to a pooling-of-interests except that the acquisition by the
Company of the minority interest of Former GulfStar has been accounted for by
the purchase method. For financial accounting purposes the merger with Former
GulfStar resulted in a change in reporting entity and the restatement of the
financial statements for all periods prior to July 1997, to give retroactive
effect to the merger and present the combined consolidated results of operations
of the Company and its direct and indirect wholly-owned subsidiaries and Former
GulfStar for the periods the entities were under common control.

Separate results of operations of the combining entities to the date of the
merger are as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
1996 1997
------------ --------------
(UNAUDITED)
<S> <C> <C>
Net broadcast revenue:
Capstar Partners........................................ $ 10,303 $ 41,862
GulfStar................................................ 32,563 23,294
-------- --------
$ 42,866 $ 65,156
======== ========
Extraordinary item:
Capstar Partners........................................ $ -- $ 851
GulfStar................................................ 1,188 --
-------- --------
$ 1,188 $ 851
======== ========
Net loss:
Capstar Partners........................................ $ (3,757) $ (7,156)
GulfStar................................................ (8,200) (8,842)
-------- --------
$(11,957) $(15,998)
======== ========
</TABLE>

F-8
<PAGE> 87
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its direct and indirect wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

The 10 3/4% Senior Subordinated Notes Due 2006 (the "10 3/4% CCI Notes" and
the 11 3/8% Senior Subordinated Notes Due 2000 (the "11 3/8% CCI Notes") are
guaranteed by every direct and indirect subsidiary of Capstar Communications,
Inc. ("CCI"). The guarantees by the guarantor subsidiaries are full,
unconditional, and joint and several. All of the guarantor subsidiaries are
wholly-owned. CCI is a holding company with no assets, liabilities or operations
other than its investment in its subsidiaries. Separate financial statements of
each guarantor have not been included as management has determined that they are
not material to investors.

Cash Equivalents

For purposes of the accompanying consolidated statement of cash flows, the
Company considers highly liquid investments with maturities at date of purchase
of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation
and amortization. Equipment under capital lease obligations is recorded at the
lower of cost or fair market value at the inception of the lease. The costs of
assets retired or otherwise disposed of and the related accumulated depreciation
and amortization balances are removed from the accounts and any resulting gain
or loss is included in income. Leasehold improvements are amortized over the
shorter of their useful lives or the terms of the related leases. Amortization
of assets recorded under capital leases is included in depreciation expense.

Intangible Assets

FCC licenses and goodwill represent the excess of cost over the fair values
of the identifiable tangible and other intangible net assets acquired. Other
intangible assets comprise costs incurred for pending acquisitions, noncompete
agreements, deferred financing costs and costs related to favorable tower and
facility leases. Pending acquisition costs are deferred and capitalized as part
of completed acquisitions or expensed in the period in which the pending
acquisition is terminated. Approximately $2,936, $25,169 and $8,887 of new
financing costs were incurred for the years ended December 31, 1996, 1997 and
1998, respectively. Deferred financing costs are amortized by the interest
method over the life of the related debt. Accumulated amortization related to
deferred financing costs at December 31, 1997 and 1998 was approximately $1,209
and $2,366, respectively.

The Company periodically evaluates intangible and other long-lived assets
for potential impairment in accordance with the provisions of APB Opinion 17,
"Intangible Assets," and SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," by analyzing the
operating results, future cash flows on an undiscounted basis, trends and
prospects of the Company's stations, as well as by comparing them to their
competitors. The Company also takes into consideration recent acquisition
patterns within the broadcast industry, the impact of recently enacted or
potential FCC rules and regulations and any other events or circumstances which
might indicate potential impact. At this time, in the opinion of management, no
impairment has occurred.

F-9
<PAGE> 88
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Exchange of Radio Stations

The Company records the exchange of radio stations in accordance with APB
Opinion No. 16, "Business Combinations". The net book value of the station given
up is removed from the accounts and the station received is recorded at fair
value, with any resulting gain or loss included in results of operations.

Income Taxes

The Company's operating results are included in the consolidated federal
income tax return of its parent. Tax provisions in the accompanying financial
statements have been prepared on a stand-alone basis with any net current tax
liability due to federal taxing authorities resulting from inclusion of the
Company's activities in its parent's consolidated tax return being reflected as
due to its parent.

Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period-end based on enacted tax laws and
statutory tax rates applicable to the period in which the differences are
expected to affect taxable earnings. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount more likely than not to be
realized. Income tax expense is the tax payable for the period and the change
during the period in deferred tax assets and liabilities.

Revenue Recognition

Broadcasting operations derive revenue primarily from the sale of program
time and commercial announcements to local, regional and national advertisers.
Revenue is recognized when the programs and commercial announcements are
broadcast.

Advertising Costs

The Company incurs various marketing and promotional costs to add and
maintain listenership. These are expensed as incurred and totaled approximately
$2,668, $5,731 and $27,990 for the years ended December 31, 1996, 1997 and 1998,
respectively.

Local Marketing Agreements ("LMA")/Joint Sales Agreements ("JSA")

From time to time, the Company enters into LMAs and JSAs, with respect to
radio stations owned by third parties including radio stations that it intends
to acquire. Terms of the agreements generally require the Company to pay a
monthly fee in exchange for the right to provide station programming and sell
related advertising time in the case of an LMA or sell advertising in the case
of a JSA. The agreements terminate upon the acquisition of the property. It is
the Company's policy to expense the fees as incurred as a component of operating
income (loss). The Company accounts for payments received pursuant to LMAs of
owned stations as net revenue to the extent that the payment received represents
a reimbursement of the Company's ownership costs.

Barter Transactions

The Company barters advertising time for products and services. Such
transactions are recorded at the estimated fair value of the products or
services received. Barter revenue is recorded when commercials are broadcast and
related expenses are recorded when the bartered product or service is used.

F-10
<PAGE> 89
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Concentration of Credit Risk

It is the Company's policy to place its cash with high credit quality
financial institutions, which, at times, may exceed federally insured limits.
Management believes that credit risk in these deposits is minimal and has not
experienced any losses in such accounts.

The Company's revenue and accounts receivable primarily relates to
advertising of products and services within the radio stations' broadcast areas.
The Company performs ongoing credit evaluations of its customers' financial
condition and, generally, requires no collateral from its customers. Credit
losses have been within management's expectations and adequate allowances for
any uncollectible accounts receivables are maintained.

Uncertainties and Use of Estimates and Assumptions

The radio broadcasting industry is subject to federal regulation by the
Federal Communications Commission ("FCC"). These governmental regulations and
policies could change over time and there can be no assurance that such changes
would not have a material impact upon the Company.

The Company's pending acquisition, exchange and merger agreements are
subject to various governmental approvals, including the Department of Justice
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the FCC under the Communications Act of 1934, as amended.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Segment Information

In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". SFAS No. 131 superseded SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," replacing the
"industry segment" approach with the "management" approach. The management
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosures about
products and services, geographic areas, and major customers. The adoption of
SFAS No. 131 did not affect results of operations or financial position but did
affect the disclosure of segment information.

New Accounting Pronouncements

Reclassifications

Certain amounts in 1996 and 1997 have been reclassified to conform to the
1998 presentation.

F-11
<PAGE> 90
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3. CHANCELLOR MERGER AGREEMENT

On August 26, 1998, Capstar Broadcasting and Chancellor Media Corporation
("Chancellor Media"), an affiliate of the Company, entered into an agreement to
merge (the "Chancellor Merger") in a stock-for-stock transaction that will
create the nation's largest radio broadcasting entity. Under the merger
agreement:

- Chancellor Media will acquire Capstar Broadcasting in a reverse merger in
which Capstar Broadcasting will be renamed Chancellor Media Corporation;

- each share of Class A Common Stock and Class C Common Stock will
represent 0.4955 shares of voting common stock in the combined entity;

- each share of Class B Common Stock will represent 0.4955 shares of
nonvoting common stock of the combined entity;

- each share of Chancellor Media common stock will represent one share of
the combined entity; and

- each share of Chancellor Media preferred stock will represent one share
of preferred stock of the combined entity.

The completion of the merger depends upon the satisfaction of a number of
conditions. There can be no assurance that all of the conditions to the merger
will be satisfied. Either company may waive compliance with the conditions at
its discretion if permitted by law.

On September 9, 1998, Capstar Broadcasting was notified of an action filed
on behalf of all owners of securities of Chancellor Media against Chancellor
Media, Hicks Muse and the individual directors of Hicks Muse in the Court of
Chancery of the State of Delaware in and for New Castle County, Delaware. While
the complaint does not name Capstar Broadcasting as a defendant, the complaint
alleges that Chancellor Media and its directors breached their duties to the
alleged class by entering into an "overly generous offer for Capstar assets."
The action is relevant to Capstar Broadcasting because inter alia, the plaintiff
seeks an injunction prohibiting the proposed Chancellor Merger with Capstar
Broadcasting. As Capstar Broadcasting is not a defendant in this action, Capstar
Broadcasting has no obligation to appear or participate.

4. INITIAL PUBLIC OFFERING BY CAPSTAR BROADCASTING

On May 29, 1998, Capstar Broadcasting completed an initial public offering
(the "Offering") in which Capstar Broadcasting sold 31,000 shares of its Class A
Common Stock at $19.00 per share for net proceeds to Capstar Broadcasting of
$551,308 after deducting underwriting discounts and commissions and offering
expenses of $37,692. The shares sold by Capstar Broadcasting represented
approximately 28.8% of the outstanding shares of Capstar Broadcasting on May 29,
1998. Capstar Broadcasting contributed the net proceeds from the Offering to
Capstar Partners which then contributed the net proceeds from the Offering to
Capstar Radio. Capstar Radio used this contribution to fund a portion of the
acquisition of SFX Broadcasting, Inc., a Delaware corporation ("SFX"), as
discussed in Note 5 below.

5. ACQUISITIONS AND DISPOSITIONS OF BROADCASTING PROPERTIES

SFX Acquisition and Related Transactions

On May 29, 1998, SBI Holding Corporation, a Delaware corporation ("SFX
Parent"), acquired SFX, which has been renamed CCI. The acquisition was effected
through the merger (the "SFX Merger") of SBI Radio Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of SFX Parent ("Sub"), with
and into SFX, with SFX as the surviving corporation. The acquisition of SFX by
SFX Parent resulted in a change of control of SFX. As a result of the SFX
Merger, SFX became an indirect wholly-

F-12
<PAGE> 91
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

owned subsidiary of Capstar Radio. The total consideration paid by the Company
for SFX was approximately $1,300,000, including direct costs of the acquisition
(the "SFX Merger Consideration"). Consummation of the SFX Merger and related
transactions increased the Company's portfolio of stations by 81 owned and
operated radio stations (60 FM and 21 AM) and two radio stations on which the
Company sells commercial time.

The SFX Merger and other related transactions, including (i) certain
station acquisitions and dispositions completed contemporaneously with the SFX
Merger (as discussed below), (ii) the repayment of outstanding indebtedness of
approximately $313,000 of SFX under the existing credit facility of SFX, (iii)
the redemption of approximately $154,000 aggregate principal amount of the
10 3/4% CCI Notes (as discussed in Note 10), and (iv) the redemption of
approximately $119,600 aggregate liquidation preference of CCI's 12 5/8% Series
E Cumulative Exchangeable Preferred Stock, par value $.01 per share ("CCI Series
E Preferred Stock") (as discussed in Note 11), were financed with (A) the net
proceeds from the Offering, (B) borrowings of $590,600 (the "Capstar Loan")
under the Capstar Credit Facility (as defined in Note 10), (C) borrowings of
$150,000 by Capstar Broadcasting from Chancellor Media, and (D) net proceeds of
approximately $221,429 from sales of certain assets.

On February 20, 1998, Capstar Broadcasting and Chancellor Media entered
into a Letter Agreement (the "Chancellor Exchange Agreement") pursuant to which
Capstar Broadcasting agreed to exchange 11 SFX stations in the Dallas, Houston,
San Diego and Pittsburgh markets ("Chancellor Exchange Stations") having an
aggregate deemed market value of $637,500 for certain stations to be acquired by
Chancellor Media during the three-year period ending February 20, 2001 (the
"Exchange Period"). SFX station KODA-FM, which is a Chancellor Exchange Station,
was exchanged for certain radio stations in the Austin, Texas and the
Jacksonville, Florida markets concurrently with the consummation of the SFX
Merger. The remaining Chancellor Exchange Stations will be exchanged for
mid-sized market radio stations to be identified by Capstar Broadcasting and
paid for by Chancellor Media. Capstar Broadcasting and Chancellor Media intend
for the exchange transactions to qualify as like-kind exchanges under Section
1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Capstar
Broadcasting, however, bears all risks related to the tax treatment of the
exchanges. Capstar Broadcasting has agreed not to solicit, initiate or encourage
the submission of proposals for the acquisition of the Chancellor Exchange
Stations or to participate in any discussions for such purpose during the
Exchange Period, other than as contemplated under the Chancellor Exchange
Agreement. Concurrently with the consummation of the SFX Merger, Chancellor
Media began providing services to the Chancellor Exchange Stations (other than
KODA-FM, which was acquired, via an exchange of radio stations by Chancellor
Media) pursuant to separate local marketing agreements ("LMAs") until such
stations are exchanged. Chancellor Media retains the advertising revenues it
generates while it provides services to the Chancellor Exchange Stations under
such LMAs. The LMA fees earned by the Company will decrease as the Chancellor
Exchange Stations are exchanged. During the pendency of the Chancellor Merger,
the Company does not anticipate effecting any exchanges with Chancellor Media.

On May 21, 1998, SFX completed the acquisition of three radio stations (two
FM and one AM) in the Nashville, Tennessee market from Sinclair Broadcasting
Group for an aggregate purchase price of approximately $35,000 in cash (the
"Nashville Purchase Price"). SFX funded the Nashville Purchase Price with excess
cash on hand.

On May 29, 1998, CCI exchanged station KODA-FM in Houston, Texas for
Chancellor Media radio stations WAPE-FM and WFYV-FM in Jacksonville, Florida and
approximately $90,250 in cash (the "KODA Exchange"). In an exchange under
Section 1031 of the Code, the indirect, wholly-owned subsidiaries of CCI,
through a qualified intermediary, used the $90,250 in cash received from
Chancellor Media to

F-13
<PAGE> 92
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

acquire radio stations KASE-FM, KVET-AM and KVET-FM in Austin, Texas. The deemed
value of the KODA Exchange was $143,250.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, the Company completed the sale of the assets of four radio stations
(three FM and one AM) in the Greenville, South Carolina market for approximately
$35,000 in cash to Clear Channel Radio, Inc.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, the Company assigned the assets of four radio stations (two FM and
two AM) in the Fairfield, Connecticut market with an aggregate fair market value
at such date of approximately $15,000 to a trust, whose trustee is Henry M.
Rivera (the "Trustee") and whose beneficiary is Capstar Broadcasting. The
Trustee is currently attempting to sell the stations to a third party. Upon a
sale, the Trustee will distribute the proceeds to the Company.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, CCI completed the sale of the assets of one FM radio station in the
Daytona Beach, Florida market for consideration of approximately $11,500 in cash
to Clear Channel Metroplex, Inc. and Clear Channel Metroplex Licensee, Inc.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, CCI completed the sale of the assets of four radio stations (three FM
and one AM) in the Long Island, New York market for an aggregate sale price of
$46,000 in cash to Cox Radio, Inc.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, CCI completed the sale of the assets of one FM radio station in the
Houston, Texas market for $54,000 in cash to HBC Houston, Inc. and HBC Houston
License Corporation. Pursuant to an agreement with Chancellor Media, CCI paid
50% of the sale proceeds in excess of $50,000, approximately $1,730, to
Chancellor Media.

OTHER ACQUISITIONS AND DISPOSITIONS

In addition to the SFX Merger and other related transactions described
above, during the years ended December 31, 1996, 1997 and 1998, the Company
acquired numerous radio stations and related broadcasting property and
equipment, all of which have been accounted for under the purchase method of
accounting. Accordingly, the purchase price has been allocated to the assets and
liabilities acquired based upon their fair values at the date of acquisition.
The excess of purchase price over the fair value of net tangible assets acquired
is allocated to intangible assets, primarily FCC licenses. The results of
operations associated with the acquired radio stations have been included in the
accompanying consolidated financial statements from the dates of acquisition.
The acquisition activity was funded primarily through equity infusions by HM
Fund III and long-term borrowings.

All consideration paid for the acquisitions scheduled below consisted
solely of cash, notes and the exchange of certain assets except where common
stock was issued as listed. Common stock was valued at the estimated fair value
at the date the terms of the acquisitions were agreed to and announced.

F-14
<PAGE> 93
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
STATIONS
ACQUIRED AMOUNT
--------- DATE OF NUMBER OF ASSIGNED
TRANSACTION FM AM ACQUISITION PURCHASE OF COST SHARES ISSUED PER SHARE
----------- --- --- ----------- ----------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Commodore Media............................. 18 12 October Stock 122,016 -- --
Adventure Communications.................... 4 3 October Assets 12,600 -- --
KWTX Broadcasting(b)........................ 1 1 November Assets 4,172 -- --
Comcorp(b).................................. 1 -- December Assets 6,385 -- --
----------
$ 163,048
==========
1997:
Tippie Communications(b).................... 1 -- January Assets $ 2,490 -- --
South Plains Broadcasting(b)................ 1 1 February Assets 3,166 -- --
J. Thomas Development(b).................... 3 1 February Assets 6,292 -- --
Osborn Communications....................... 12 6 February Stock 102,923 163.636(a) $ 11
Noalmark(b)................................. 2 -- March Assets 11,471 -- --
Space Coast: EZY/Roper/City................. 3 2 April Assets 12,038 -- --
Taylor Communications....................... 1 1 April Assets 1,308 -- --
Ft. Smith(b)................................ 1 1 May Assets 3,456 -- --
Miller Broadcasting(b)...................... 2 -- May Stock 4,967 -- --
Dixie Broadcasting.......................... 1 2 May Stock 23,442 -- --
Cavalier Communications..................... 4 1 July Assets 8,267 -- --
Community Pacific........................... 6 5 July Assets 35,907 -- --
Stephens Radio(b)........................... 1 -- July Stock 2,647 -- --
McForhun/Livingston......................... 1 1 August Assets 7,968 -- --
Benchmark Communications.................... 20 10 August Assets 192,128 157.895(a) $13.30
Emerald City Radio Partners................. 1 -- August Assets 10,024 -- --
Madison Radio Group......................... 4 2 August Assets 41,662 -- --
Booneville Broadcasting..................... 1 -- September Assets 1,648 -- --
WRIS, Inc................................... 1 -- September Assets 3,374 -- --
American General Media...................... 1 -- October Assets 3,409 -- --
Griffith Communications..................... 3 -- October Assets 5,789 -- --
KLAW Broadcasting........................... 2 -- October Assets 2,539 -- --
Ameron Broadcasting......................... 2 1 October Assets 32,606 -- --
KJEM-FM..................................... 1 -- October Assets 1,986 -- --
COMCO Broadcasting.......................... 4 2 November Assets 7,160 -- --
----------
$ 528,667
Acquisition of GulfStar minority interest... July Stock 31,695 2,383.093(a) $13.30
----------
$ 560,362
==========
1998:
Knight Radio, Inc. and Affiliates........... 5 3 January Assets 66,180 -- --
Quass Broadcasting Company.................. 2 1 January Stock 16,281 -- --
East Penn Broadcasting, Inc................. -- 1 January Assets 2,010 -- --
Patterson Broadcasting, Inc................. 25 14 January Stock 227,186 -- --
Commonwealth Broadcasting of Arizona,
L.L.C. ................................... 2 1 February Assets 5,514 -- --
Brantly Broadcast Associates................ 1 -- February Assets 1,735 -- --
KOSO, Inc................................... 1 -- April Assets 8,472 -- --
Americom II and Americom Las Vegas Limited
Partnership............................... 3 1 April Assets 26,662 -- --
KDOS, Inc................................... 1 1 April Assets 3,532 -- --
Grant Radio Group........................... -- 1 May Assets 3,440 -- --
SFX Merger.................................. 60 21 May Stock 1,279,656 -- --
Class Act of Texas, Inc..................... 1 1 June Assets 1,068 -- --
KRNA, Inc................................... 1 -- June Assets 6,398 -- --
The University of Alaska.................... 1 -- June Assets 221 -- --
CBS Radio, Inc. ............................ 2 2 July Assets 6,505 -- --
Watertown Radio Associates Limited
Partnership and Lake Champlain Radio
Corporation............................... 2 -- July Assets 5,923 -- --
</TABLE>

F-15
<PAGE> 94
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

- - ---------------

(a) Common Stock.

(b) Acquired by GulfStar prior to the GulfStar acquisition by the Company.

Additionally, in April 1998, the Company acquired Prophet Systems, Inc., a
manufacturer, seller and distributor of combination hardware-software devices
which permit the remote programming of radio station broadcasts, for aggregate
consideration of approximately $15,000 in cash and approximately $500 in
acquisition costs. Pursuant to the asset purchase agreement, Capstar
Broadcasting will issue 286 shares of Class A Common Stock, upon the
satisfaction of certain conditions contained in the asset purchase agreement.

The acquisitions are summarized in the aggregate by period as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Consideration:
Cash and notes................................... $153,050 $493,353 $ 1,612,052
Common stock (0.233 Former GulfStar shares and
2,705 shares in 1996 and 1997,
respectively)................................. 276 35,595 --
Acquisition costs................................ 9,251 31,414 78,218
Exchange of assets............................... 471 -- 21,182
-------- -------- -----------
Total.................................... $163,048 $560,362 $ 1,711,452
======== ======== ===========
Assets acquired and liabilities assumed:
Cash............................................. $ 6,120 $ 12,297 $ 20,161
Accounts receivable.............................. 9,020 14,657 88,894
Prepaid expenses and other....................... 590 2,853 96,352
Property and equipment........................... 23,471 76,050 131,420
Intangible assets................................ 290,243 578,137 3,657,443
Other assets..................................... 704 1,051 224
Accounts payable................................. (5,811) (7,843) (11,967)
Accrued liabilities.............................. (882) (5,242) (125,612)
Long-term debt................................... (82,706) (20,711) (812,509)
Preferred stock.................................. -- -- (283,605)
Capital lease obligations........................ (127) (465) (619)
Deferred income taxes............................ (77,574) (90,422) (1,048,730)
-------- -------- -----------
Total.................................... $163,048 $560,362 $ 1,711,452
======== ======== ===========
</TABLE>

F-16
<PAGE> 95
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

In addition to the SFX Merger and other related transactions described
above, during the years ended December 31, 1997 and 1998, the Company sold or
otherwise disposed of radio stations and related broadcasting property and
equipment as follows:

<TABLE>
<CAPTION>
STATIONS
DISPOSED
---------- DATE OF
TRANSACTION FM AM DISPOSITION SALE OF SALES PRICE
----------- --- --- ----------- ------- -----------
<S> <C> <C> <C> <C> <C>
1997:
Osborn Ft. Myers....................... 2 1 April Assets $11,000
Bryan Broadcasting Operating Company,
Inc. ............................... 1 1 September Stock 600
BBR, LLC............................... 1 -- September Assets 40,000
Chinook Concert Broadcasters........... -- 1 November Assets 135
1998:
Clear Channel Radio, Inc. ............. 1 1 January Assets 29,000
Clear Channel Radio, Inc. ............. 2 2 February Assets 20,000
SWJDR, Corp. .......................... 1 -- February Assets 3,335
Westchester Radio, LLC................. 2 1 April Assets 35,103
Americom Las Vegas Limited
Partnership......................... 2 1 April Assets 4,432
Cumulus Broadcasting, Inc. ............ 2 -- July Assets 7,750
Jacor Broadcasting Corporation......... -- 1 August Assets 5,000
Boswell Broadcasting Incorporated...... 1 -- September Assets 11,750
</TABLE>

The following unaudited pro forma summary presents the consolidated results
of operations for the years ended December 31, 1997 and 1998 as if the
acquisitions and dispositions completed as of December 31, 1998 had occurred on
January 1, 1997. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisitions and dispositions been made as of that date or of results
which may occur in the future.

<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED DECEMBER 31
------------------------
1997 1998
--------- ---------
(UNAUDITED)
<S> <C> <C>
Net broadcast revenue.............................. $ 570,944 $ 637,774
Loss before extraordinary item..................... (127,538) (104,761)
Net loss........................................... (129,941) (112,066)
</TABLE>

Subsequent to December 31, 1998, the Company acquired 11 FM and 3 AM radio
stations and related broadcast equipment through two acquisitions for aggregate
consideration of approximately $13,600. The acquisitions were funded primarily
through cash on hand. The Company previously operated all 14 of these stations
under either LMA's or JSA's.

On July 23, 1998, the Company agreed to acquire Triathlon Broadcasting
Company ("Triathlon"; Nasdaq: TBCOA, TBCOL) in a transaction valued at
approximately $190,000. The Company will pay approximately $130,000 in cash to
acquire all of the outstanding shares of common and preferred stock of Triathlon
and will assume approximately $60,000 of debt. Triathlon owns and operates or
programs 32 stations. in six markets: Wichita, Kansas (4 FM and 2 AM); Colorado
Springs, Colorado (2 FM / 2 AM); Lincoln, Nebraska (4 FM); Omaha, Nebraska (3 FM
/ 1 AM); Spokane, Washington (5 FM / 3 AM); and Tri-Cities, Washington (4 FM / 2
AM). Triathlon also owns Pinnacle Sports Productions, L.L.C., a regional sports
network that controls the rights to University of Nebraska football and other
sports events.

F-17
<PAGE> 96
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The Company has entered into numerous agreements, including the Triathlon
agreement discussed above, to acquire additional radio stations (28 FM and 11
AM) and related broadcast equipment for aggregate consideration of approximately
$228,000. The Company currently operates 13 of these stations under either LMA's
or JSA's.

In December 1998, an affiliate of the Company agreed to purchase the assets
of LAN International, Inc.'s business of developing, marketing, selling,
licensing and servicing specialized computer systems and software for use in the
radio and television industry. The purchase price of the acquisition is up to
$27,000 of which $15,000 will be due at the closing of the transaction. The
remaining $12,000 will be due to LAN International if the business meets certain
post-closing financial goals. The Company expects to complete the acquisition in
May 1999.

The Company has also entered into agreements for the disposition of 2 FM
and 5 AM stations for aggregate consideration of approximately $15,500. The
carrying value of net assets to be sold related to these stations approximated
the contract sales price.

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1998
------ -------
<S> <C> <C>
Barter receivable......................................... $1,983 $ 6,972
Prepaid expenses.......................................... 1,318 5,312
Computer hardware inventory............................... -- 3,024
Other..................................................... 984 4,813
------ -------
$4,285 $20,121
====== =======
</TABLE>

7. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DEPRECIABLE DECEMBER 31,
DEPRECIATION LIFE -------------------
METHOD (YEARS) 1997 1998
------------- ----------- -------- --------
<S> <C> <C> <C> <C>
Buildings and improvements.............. Straight-line.. 5-20 $ 17,006 $ 49,710
Broadcasting and other equipment........ Straight-line.. 3-20 85,481 206,815
Equipment under capital lease
obligations........................... Straight-line 3-5 1,356 1,012
-------- --------
103,843 257,537
Accumulated depreciation and
amortization.......................... (10,336) (27,912)
-------- --------
93,507 229,625
Land.................................... 13,210 19,295
-------- --------
$106,717 $248,920
======== ========
</TABLE>

Depreciation and amortization expense for the years ended December 31,
1996, 1997 and 1998 was approximately $1,535, $8,137 and $18,559, respectively.

F-18
<PAGE> 97
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8. INTANGIBLES

Intangibles consists of the following:

<TABLE>
<CAPTION>
AMORTIZABLE DECEMBER 31,
AMORTIZATION LIFE ---------------------
METHOD (YEARS) 1997 1998
--------------- ----------- -------- ----------
<S> <C> <C> <C> <C>
FCC licenses...................... Straight-line 40 $840,374 $4,227,180
Goodwill.......................... Straight-line 40 26,576 28,868
Noncompete agreements............. Straight-line 1-3 6,115 17,052
Deferred financing costs.......... Interest Method -- 21,358 26,437
Other............................. Straight-line 3-5 7,076 21,792
-------- ----------
901,499 4,321,329
Less accumulated amortization..... (25,888) (99,041)
-------- ----------
875,611 4,222,288
Pending acquisition costs......... 5,934 18,090
-------- ----------
$881,545 $4,240,378
======== ==========
</TABLE>

Amortization expense of intangible assets for the years ended December 31,
1996, 1997 and 1998 was approximately $2,606, $18,278 and $77,648, respectively.

9. ACCRUED LIABILITIES

Accrued liabilities consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1998
------- -------
<S> <C> <C>
Accrued compensation...................................... $ 4,252 $ 3,657
Accrued acquisition costs................................. 5,284 9,714
Accrued interest.......................................... 960 27,843
Accrued commissions....................................... 2,403 9,865
Barter payable............................................ 1,082 5,329
Accrued music license fees................................ 437 1,939
Accrued health insurance.................................. 304 1,597
401(k) withholdings....................................... 421 1,000
Accrued property taxes.................................... 397 772
Other..................................................... 1,286 6,515
------- -------
$16,826 $68,231
======= =======
</TABLE>

F-19
<PAGE> 98
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

10. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1998
-------- ----------
<S> <C> <C>
Capstar Credit Facility............................... $141,700 $ 909,000
12 3/4% Capstar Partners Notes, $277,000 principal,
including unamortized discount of $110,009 and
$87,956, respectively............................... 166,991 189,044
9 1/4% Capstar Radio Notes, $200,000 principal,
including unamortized discount of $762 and $711,
respectively........................................ 199,238 199,289
13 1/4% Capstar Radio Notes........................... 79,816 --
10 3/4% CCI Notes, $294,134 principal, including
unamortized premium of $29,339...................... -- 323,473
11 3/8% CCI Notes..................................... -- 566
Capital lease obligations and other notes payable at
various interest rates.............................. 6,827 7,217
-------- ----------
594,572 1,628,589
Less current portion.................................. (1,388) (29,834)
-------- ----------
$593,184 $1,598,755
======== ==========
</TABLE>

Credit Facility

In connection with the SFX Merger, Capstar Radio, as the borrower, entered
into a new credit agreement, dated as of May 29, 1998, as amended (the "Capstar
Credit Facility"), with Capstar Broadcasting, Capstar Partners, and the
financial institutions party thereto. The Capstar Credit Facility consists of a
$500,000 revolving loan, a $450,000 term loan facility (the "A Term Loan") and a
$400,000 term loan (the "B Term Loan"). The Capstar Credit Facility also
contains mechanisms that permit Capstar Radio to request additional term loans
and revolving credit loans in an aggregate amount up to $550,000; provided,
however, that all such additional loans are subject to future commitment
availability and approval from the banks and are not currently available under
the Capstar Credit Facility. The revolving loan matures on November 30, 2004.
The A Term Loan provides for scheduled loan repayments from August 31, 1999 to
November 30, 2004. The B Term Loan provides for scheduled loan repayments from
August 31, 1998 to May 31, 2005. Up to $150,000 of the revolving loan commitment
is available to Capstar Radio for the issuance of letters of credit. As of
December 31, 1998, $428,955 was available for borrowing under the Capstar Credit
Facility due to an outstanding balance of $909,000 and letters of credit of
$10,045, subject to financial covenants contained in the credit facility and the
indentures that govern the indebtedness of Capstar Broadcasting's subsidiaries.
Due to the Company replacing its previous credit facility with the Capstar
Credit Facility, an extraordinary loss, net of tax, of approximately $2,487 was
recognized in the second quarter of 1998.

The revolving loans and the term loans bear interest at a rate based, at
the option of Capstar Radio, on (i) a base rate defined as the higher of 1/2 of
1% in excess of the federal reserve reported certificate of deposit rate or the
administrative agent bank's prime lending rate, plus an incremental rate or (ii)
the Eurodollar rate, plus an incremental rate. The weighted-average interest
rates on revolving loans outstanding at December 31, 1998 was 7.66%. Capstar
Radio pays fees ranging from 0.25% to 0.50% per annum on the aggregate unused
portion of the loan commitment based on the leverage ratio for the most recent
quarter end. In addition, Capstar Radio is required to pay letter of credit
fees.

F-20
<PAGE> 99
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The Capstar Credit Facility contains customary restrictive covenants,
which, among other things and with certain exceptions, limit the ability of
Capstar Radio to incur additional indebtedness and liens in connection
therewith, enter into certain transactions with affiliates, pay dividends,
consolidate, merge or effect certain asset sales, issue additional stock, make
capital expenditures and enter new lines of business. The Capstar Credit
Facility limits the ability of Capstar Radio and its subsidiaries to make
additional acquisitions in excess of $200,000 on an individual basis without the
prior consent of a majority of the banks. Substantially all the assets of
Capstar Radio and its subsidiaries are restricted. Under the Capstar Credit
Facility, Capstar Radio is also required to satisfy certain financial covenants,
which require Capstar Radio and its subsidiaries to maintain specified financial
ratios and to comply with certain financial tests, such as maximum leverage
ratio and minimum consolidated EBITDA to consolidated net cash interest expense.

Capstar Radio has collateralized the Capstar Credit Facility by granting a
first priority perfected pledge of Capstar Radio's assets, including the capital
stock of its subsidiaries, excluding the assets of CCI Capstar Partners, Capstar
Broadcasting and all of the direct and indirect subsidiaries of Capstar Partners
(other than CCI) have guaranteed the Capstar Credit Facility and have
collateralized their guarantees by granting a first priority perfected pledge of
substantially all of their assets.

12 3/4% Capstar Partners Notes

On February 20, 1997, Capstar Partners issued $277.0 million in aggregate
principal amount at maturity of its 12 3/4% Senior Discount Notes due 2009. The
discount notes issued on February 20, 1997 were issued at a substantial discount
from their aggregate principal amount at maturity, generating gross proceeds to
Capstar Partners of approximately $150.3 million. On September 12, 1997, Capstar
Partners exchanged its 12 3/4% Senior Discount Notes due 2009 (the "12 3/4%
Capstar Partners Notes"), which were registered under the Securities Act of
1933, for all of the outstanding 12 3/4% Senior Discount Notes due 2009
previously issued on February 20, 1997. The terms of the 12 3/4% Capstar
Partners Notes are identical in all material respects to the discount notes
issued on February 20, 1997. The 12 3/4% Capstar Partners Notes are
uncollateralized, senior obligations of Capstar Partners and are limited to
$277.0 million aggregate principal amount at maturity and will mature on
February 1, 2009. No interest will accrue on the 12 3/4% Capstar Partners Notes
prior to February 1, 2002. Thereafter, interest on the 12 3/4% Capstar Partners
Notes will accrue at the rate of 12 3/4% and will be payable in cash
semiannually on February 1 and August 1 commencing on August 1, 2002. The yield
to maturity and the effective interest rate of the 12 3/4% Capstar Partners
Notes is 12 3/4% and 12.42%, respectively, (computed on a semi-annual bond
equivalent basis), calculated from February 20, 1997.

The 12 3/4% Capstar Partners Notes may be redeemed at any time on or after
February 1, 2002, in whole or in part, at the option of Capstar Partners at
prices ranging from 106.375% at February 1, 2002 and declining to 100% on
February 1, 2007 (expressed as a percentage of the accreted value in the
redemption date), plus in each case accrued and unpaid interest. In addition,
prior to February 1, 2001, Capstar Partners may, at its option, redeem up to 25%
of the principal amount at maturity of the 12 3/4% Capstar Partners Notes at a
redemption price of 112.75% of the accreted value, out of the proceeds of one or
more public equity offering or major asset sales. Upon the occurrence of a
change in control (as defined in the 12 3/4% Capstar Partners Note Indenture),
the holders of the 12 3/4%. Capstar Partners Notes have the right to require
Capstar Partners to purchase all or a portion of the 12 3/4% Capstar Partners
Notes at a purchase price equal to (i) 101% of the accreted value if the change
in control occurs before February 1, 2002 or (ii) 101% of the principal amount
at maturity, plus accrued and unpaid interest, if the change in control occurs
after February 1, 2002. The 12 3/4% Capstar Partners indenture contains
limitations on incurrence of additional indebtedness, issuance of preferred
stock of subsidiaries and restricted payments, as well as other restrictive
covenants.

F-21
<PAGE> 100
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9 1/4% Capstar Radio Notes

On June 17, 1997, Capstar Radio issued $200.0 million in aggregate
principal amount of its 9 1/4% Senior Subordinated Notes due July 1, 2007. On
September 16, 1997, Capstar Radio exchanged its 9 1/4% Senior Subordinated Notes
due 2007 (the "9 1/4% Capstar Radio Notes"), which were registered under the
Securities Act of 1933, for all of the outstanding notes issued on June 17,
1997. The 9 1/4% Capstar Radio Notes are general uncollateralized obligations of
Capstar Radio and are subordinated to all senior indebtedness of Capstar Radio.
The 9 1/4% Capstar Radio Notes may be redeemed at anytime on or after July 1,
2002, in whole or in part, at the option of Capstar Radio at prices ranging from
104.625% at July 1, 2002 and declining to 100% on or after July 1, 2005, plus in
each case accrued and unpaid interest. In addition, prior to July 1, 2001,
Capstar Radio may redeem up to 25% of the original aggregate principal amount of
the 9 1/4% Capstar Radio Notes at a redemption price of 109.25% plus accrued and
unpaid interest with net proceeds of one or more public equity offerings or
major asset sales. Upon the occurrence of a change of control (as defined in the
9 1/4% Capstar Radio Notes indenture), the holders of the 9 1/4% Capstar Radio
Notes have the right to require Capstar Radio to purchase all or a portion of
the 9 1/4% Capstar Radio Notes at a price equal to 101% plus accrued and unpaid
interest. The 9 1/4% Capstar Radio Notes indenture contains limitations on
incurrence of additional indebtedness, issuance of preferred stock of
subsidiaries and restricted payments, as well as other restrictive covenants.
The effective interest rate of the 9 1/4% Capstar Radio Notes is 10.29%,
calculated from June 17, 1997

13 1/4% Capstar Radio Notes

On March 30, 1998, Capstar Radio announced an offer to purchase for cash
any and all of its $76,808 aggregate principal amount of 13 1/4% Senior
Subordinated Notes due 2003 (the "13 1/4% Capstar Radio Notes"). On April 28,
1998, Capstar Radio purchased all of the outstanding 13 1/4% Capstar Radio Notes
for an aggregate purchase price of $90,200 including a $10,700 purchase premium
and $2,700 of accrued interest, resulting in an extraordinary loss of
approximately $4,818, net of tax, which was recognized in the second quarter of
1998.

10 3/4% CCI Notes and 11 3/8% CCI Notes

After the consummation of the SFX Merger, CCI remained liable for the
$450,000 in aggregate principal amount of the 10 3/4% CCI Notes. Interest is
payable semi-annually on May 15 and November 15 of each year until maturity on
May 15, 2006. The notes are uncollateralized obligations of CCI and are
subordinate to all senior debt of CCI. The effective interest rate of the
10 3/4% CCI Notes is 9.11%.

On July 3 1998, pursuant to the terms of the indenture governing the
10 3/4% CCI Notes, CCI redeemed $154,000 aggregate principal amount of the
10 3/4% CCI Notes for an aggregate purchase price of $172,800 including a
$16,600 redemption premium and $2,200 of accrued interest. (The carrying value
of the 10 3/4% CCI Notes approximated their fair value at the date of the SFX
Merger).

The SFX Merger resulted in a change of control under the indenture
governing the 10 3/4% CCI Notes and CCI's 11 3/8% Senior Subordinated Notes due
2000 (the "11 3/8% CCI Notes"). Pursuant to a change of control offer to acquire
all of the outstanding 10 3/4% CCI Notes and 11 3/8% CCI Notes, each of which
commenced on June 8, 1998, CCI purchased on July 10, 1998 $1,866 aggregate
principal amount of the 10 3/4% CCI Notes for an aggregate purchase price of
$1,915, including an $18 purchase premium and $31 of accrued interest. (The
carrying value of the 10 3/4% CCI Notes approximated their fair value at the
date of the SFX Merger). No 11 3/8% CCI Notes were tendered for repurchase.

F-22
<PAGE> 101
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

consolidate with or sell all or substantially all of their assets to any other
person. Substantially all of the assets of CCI are restricted.

The 10 3/4% CCI Notes and 11 3/8% CCI Notes are guaranteed by every direct
and indirect subsidiary of CCI. The guarantees by the guarantor subsidiaries are
full, unconditional, and joint and several. All of the guarantor subsidiaries
are wholly-owned. CCI is a holding company with no assets, liabilities or
operations other than its investment in its subsidiaries.

Other

In January 1997, the Company entered into an interest rate swap agreement
designated as a partial hedge of the Company's portfolio of variable rate debt.
The purpose of the swap is to reduce certain exposures to interest rate
fluctuations. At December 31, 1998, this interest rate swap had a notional
amount of $26,000, and a portfolio of a variable rate debt outstanding in the
amount of $909,000. Under this agreement the Company is receiving a
weighted-average variable rate equal to LIBOR and paying a weighted-average
fixed interest rate of 6.34%. The weighted-average LIBOR rate applicable to this
agreement was 5.07% at December 31, 1998. Interest expense was increased by $124
and $170 for 1997 and 1998, respectively. Notional amounts do not quantify risk
or represent assets or liabilities of the Company, but are used in the
determination of cash settlements under the agreements. The interest rate swap
agreement matures on January 31, 2000.

In conjunction with the merger with Former GulfStar, the Company paid off
the then outstanding Former GulfStar credit facility. As a result, the company
recognized an extraordinary charge relating to the payoff of approximately
$2,403, net of income tax benefit, of unamortized deferred financing costs.

During 1996, Capstar Radio significantly modified the terms of its existing
reducing revolver loans and accelerated the maturity date from March 31, 2003 to
December 31, 1996. In connection with this modification, Capstar Radio
recognized an extraordinary charge relating to the write-off of approximately
$1,188, net of income tax benefit, of unamortized deferred financing costs.

The scheduled maturities of the Company's outstanding long-term debt at
December 31, 1998 for each of the next five years and thereafter are as follows:

<TABLE>
<S> <C>
1999........................................................ $ 29,834
2000........................................................ 63,929
2001........................................................ 71,895
2002........................................................ 82,927
2003........................................................ 182,195
Thereafter.................................................. 1,197,809
----------
$1,628,589
==========
</TABLE>

11. REDEEMABLE PREFERRED STOCK

Capstar Partners

On June 17, 1997, Capstar Partners issued 1,000 shares of its cumulative
(after July 1, 2002) par value $.01 per share 12% Capstar Partners Preferred
Stock (the "Preferred Stock Offering"). All of the proceeds from the Preferred
Stock Offering were used to finance the GulfStar merger. On September 12, 1997,
Capstar Partners exchanged its 12% Capstar Partners Preferred Stock (the "12%
Capstar Partners Preferred Stock"), which was registered under the Securities
Act, for all of the outstanding 12% Capstar Partners Preferred Stock previously
issued on June 17, 1997. Capstar Partners has authorized 10,000 shares of the
12%

F-23
<PAGE> 102
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Capstar Partners Preferred Stock. Dividends on the 12% Capstar Partners
Preferred Stock accumulate from the date of issuance and are payable
semi-annually, on January 1 and July 1 of each year, at a rate per annum of 12%
of the liquidation preference, or $12.00, per share. Dividends may be paid, at
Capstar Partners' option, on any dividend payment date occurring on or prior to
July 1, 2002 either in cash or in additional shares of the 12% Capstar Partners
Preferred Stock. The liquidation preference of the 12% Capstar Partners
Preferred Stock is $100.00 per share. The 12% Capstar Partners Preferred Stock
is redeemable at Capstar Partners' option, in whole or in part at any time on or
after July 1, 2002, at prices ranging from 106% at July 1, 2002 and declining to
100% after July 1, 2007, plus, without duplication, accumulated and unpaid
dividends to the date of redemption. In addition, subject to certain exceptions,
prior to July 1, 2001, Capstar Partners may, at its option, redeem up to 25% of
the 12% Capstar Partners Preferred Stock with the net cash proceeds from one or
more Public Equity or Major Asset Sales (both as defined in the Certificate of
Designation governing the 12% Capstar Partners Preferred Stock), at the
redemption prices set forth in the Certificate of Designation, plus, without
duplication, accumulated and unpaid dividends to the redemption date. The 12%
Capstar Partners Preferred Stock is subject to mandatory redemption in whole on
July 1, 2009 at a price equal to 100% of the liquidation preference thereof,
plus all accrued and unpaid dividends.

The 12% Capstar Partners Preferred Stock was recorded at the amount of the
net proceeds of approximately $95 million. The carrying amount is being
accreted, using the interest method, to equal the mandatory redemption amount at
the mandatory redemption date. In 1997 and 1998, Capstar Partners exercised this
option by paying $6,467 and $13,157 of dividends-in-kind. Through December 31,
1998, cash dividends of approximately $2 have been paid to fractional
shareholders. At December 31, 1998, Capstar Partners had no accrued dividends
outstanding.

Capstar Partners may, at its option, subject to certain conditions, on any
scheduled dividend payment date, exchange the 12% Capstar Partners Preferred
Stock, in whole but not in part, for 12% Capstar Exchange Debentures. Holders of
the 12% Capstar Partners Preferred Stock will be entitled to receive $1.00
principal amount of 12% Capstar Exchange Debentures for each $1.00 in
liquidation preference of 12% Capstar Partners Preferred Stock.

The Certificate of Designation provides that, upon the occurrence of a
change of control (as defined in the Capstar Certificate of Designation), each
holder has the right to require Capstar Partners to repurchase all or a portion
of such holder's 12% Capstar Partners Preferred Stock in cash at a purchase
price equal to 101% of the liquidation preference thereof, plus, without
duplication, an amount in cash equal to all accumulated and unpaid dividends per
share to the date of repurchase.

In addition, the Certificate of Designation provides that, prior to July 1,
2002, upon the occurrence of a change of control, Capstar Partners has the
option to redeem the 12% Capstar Partners Preferred Stock in whole but not in
part (a "Change of Control Redemption") at a redemption price equal to 100% of
the liquidation preference thereof, plus the applicable premium (as defined in
the Certificate of Designation).

The Certificate of Designation contains restrictive provisions that, among
other things, limit the ability of Capstar Partners and its subsidiaries to
incur additional indebtedness, pay dividends or make certain other restricted
payments, or merge or consolidate with or sell all or substantially all of their
assets to any other person.

The 12% Capstar Partners Preferred Stock, with respect to dividend rights
and rights on liquidation, winding-up and dissolution, ranks (a) senior to all
classes of common stock of Capstar Partners and to each other series of
preferred stock established after June 17, 1997 (the "Preferred Stock Issuance
Date") by the Board of Directors of Capstar Partners the terms of which
expressly provide that such class or series will rank junior to the 12% Capstar
Partners Preferred Stock (the "Junior Stock"), subject to certain conditions,
(b) on a parity with each other class of preferred stock established after the
Preferred Stock Issuance Date by

F-24
<PAGE> 103
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

the Board of Directors of Capstar Partners the terms of which expressly provide
that such class or series will rank on a parity with the 12% Capstar Partners
Preferred Stock and (c) subject to certain conditions, junior to each class of
Preferred Stock established after the Preferred Stock Issuance Date by the Board
of Directors of Capstar Partners the terms of which expressly provide that such
class will rank senior to the 12% Capstar Partners Preferred Stock.

CCI

All 2,392 shares of CCI Series E Preferred Stock remained outstanding after
the consummation of the SFX Merger. Dividends on the CCI Series E Preferred
Stock accumulate from the date of issuance at the rate per share of $12.625 per
annum, and are payable semi-annually on January 15 and July 15 of each year.
Dividends may be paid, at CCI's option, on any dividend payment date occurring
on or before January 15, 2002, either in cash or in additional shares of CCI
Series E Preferred Stock having a liquidation preference equal to the amount of
such dividend. In 1998, CCI paid $7,517 of dividends in the form of new shares
and $1 in cash dividends. At December 31, 1998, CCI had $7,327 recorded in
accrued dividends.

The Certificate of Designation contains restrictive provisions that, among
other things, limit the ability of CCI to incur additional indebtedness, pay
dividends or make certain other restricted payments, or merge or consolidate
with or sell all or substantially all of their assets to any other person.
Substantially all of the assets of CCI are restricted.

Subject to certain conditions, the shares of the CCI Series E Preferred
Stock are exchangeable in whole or in part, on a pro rata basis, at the option
of CCI, on any dividend payment date, for CCI's 12 5/8% Senior Subordinated
Exchangeable Debentures due 2006 ("CCI Exchange Notes"), provided that
immediately after giving effect to any partial exchange, there shall be
outstanding CCI Series E Preferred Stock with an aggregate liquidation
preference of not less than $50,000 and not less than $50,000 in aggregate
principal amount of CCI Exchange Notes. CCI is required, subject to certain
conditions, to redeem all of the CCI Series E Preferred Stock outstanding on
October 31, 2006.

On July 3, 1998, pursuant to the terms of the Certificate of Designation
that governs the CCI Series E Preferred Stock (the "CCI Certificate of
Designation"), CCI redeemed $119,600 aggregate liquidation preference, or 1,196
shares, of the CCI Series E Preferred stock for an aggregate purchase price of
$141,700, including a $15,100 redemption premium and $7,000 of accrued
dividends. (The carrying value of the CCI Exchange Notes approximated their fair
value at the date of the SFX Merger.)

The SFX Merger resulted in a change of control under the CCI Certificate of
Designation Pursuant to change of control offers to acquire all of the
outstanding CCI Series E Preferred Stock, which commenced on June 8, 1998, CCI
Purchased on July 10, 1998 $500 aggregate liquidation preference, or 5 shares,
of the CCI Series E Preferred Stock for an aggregate purchase price of $536,
including a $5 purchase premium and $31 of accrued dividends. (The carrying
value of the CCI Exchange Notes approximated their fair value at the date of the
SFX Merger.)

GulfStar Preferred

In connection with issuance of its 12% redeemable preferred shares, Former
GulfStar granted, to the holders of the preferred shares, warrants for the
purchase of 8 shares of Former GulfStar's common stock at a rate of $.01 per
share.

Of the proceeds received from issuance of the preferred shares, $3,884 was
assigned to the warrants and credited to additional paid-in capital in the
accompanying consolidated financial statements. Such value is being accreted to
redeemable preferred stock using the interest method over the period from
issuance to mandatory redemption. These warrants were exercised in 1997 in
connection with the GulfStar merger.
F-25
<PAGE> 104
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

In conjunction with the merger of GulfStar into a direct subsidiary of
Capstar Broadcasting in July 1997, Capstar Radio redeemed all of the outstanding
shares of redeemable preferred stock of GulfStar. The liquidation value as of
the date of redemption was approximately $29 million, which included $2,817 in
accumulated dividends. The redemption resulted in a charge to additional paid-in
capital of $5,378, for the amount that the liquidation value exceeded the
carrying value.

12. NONCASH COMPENSATION EXPENSE:

Warrants

During 1996 and 1997, Capstar Broadcasting issued warrants to the Company's
Chief Executive Officer ("CEO"). In April 1998, Capstar Broadcasting (i) amended
and restated these warrants which give the holder to the right to purchase up to
1,508 shares of Capstar Broadcasting Class C Common Stock at exercise prices
ranging from $14.40 to $18.10 per share, (ii) granted two additional warrants to
the CEO to purchase up to 188 shares and 500 shares of Capstar Broadcasting
Class C Common stock at an exercise price of $17.10 and $14.00 per share,
respectively, and (iii) granted warrants to two other executive officers of
Capstar Broadcasting to purchase up to an aggregate of 300 shares of Capstar
Broadcasting Class A Common Stock at an exercise price of $14.00 per share. In
July 1998, a director of Capstar Broadcasting was granted a warrant to purchase
200 shares of Capstar Broadcasting Class A Common Stock at an exercise price of
$14.00 per share. The warrants expire ten years or less from the date of issue
depending on the warrant agreement. Certain of the warrants can be exercised at
any time prior to the expiration date. The remaining warrants cannot be
exercised prior to a triggering event. Depending on the warrant agreement, the
warrant will not be exercisable until (i) June 30, 2001 or immediately preceding
a sale of Capstar Broadcasting (as defined by the warrant agreement) or (2) if
the fair market value of the Capstar Broadcasting Class A Common Stock,
calculated on a daily basis, equals or exceeds $60.00 per share for a period of
180 consecutive days during the period from the date of grant of the warrant
through May 31, 2003.

The terms of certain of these warrants give rise to variable treatment for
accounting purposes. In accordance with Accounting Principles Board ("APB")
Opinion No. 25, compensation expense is measured at each reporting period and
recognized based on the specific terms of the warrants. The Company recognized
noncash compensation of approximately $744, $1,825 and $8,546 in 1996, 1997 and
1998, respectively.

With the exception of the warrant to purchase 500 shares at $14.00 which
was granted to the CEO, upon consummation of the merger with Chancellor Media,
each warrant will fully vest and be exercisable.

A rollforward of the warrant activity has been included in the equity
instruments tables below.

Stock Subscriptions

Former GulfStar issued approximately 1.6 million shares of common stock
since 1994 for prices ranging from $0.62 to $8.04 per share. In each case,
Former GulfStar received recourse and non-recourse notes for 25% and 75% of the
purchase price, respectively.

Former GulfStar applied APB Opinion No. 25 in accounting for the stock
issued for non-recourse notes. The compensation cost charged against income was
approximately $5,432, $8,750 and $11,217 in 1996, 1997 and 1998, respectively.
For certain of the sales to employees during 1996, compensation expense is
considered unearned until Former GulfStar's rights to repurchase the shares
expire in accordance with the terms of underlying securities purchase agreement.
Such rights expired during 1997 upon the merger of Former GulfStar and the
Company.

F-26
<PAGE> 105
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

In conjunction with the acquisition of Former GulfStar by Capstar
Broadcasting in July 1997, all of Former GulfStar's then outstanding common
stock and stock subscriptions were exchanged for Capstar Broadcasting common
stock and stock subscriptions.

Stock Options

In 1998, Capstar Broadcasting adopted the 1998 Stock Option Plan (the
"Plan") providing for the granting of options to purchase shares of the Capstar
Broadcasting's common stock to the Capstar Broadcasting's key employees and
eligible non-employees, as defined by the Plan and determined by the Capstar
Broadcasting's Board Directors. The Plan replaced the prior stock option plan.
The Company applies APB Opinion No. 25 and related interpretations in accounting
for the Plan. In 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation," which, if adopted by the Company, would change the methods the
Company applies in recognizing the cost of the Plan. Adoption of the cost
recognition provisions of SFAS No. 123 is optional and the Company has decided
not to elect these provisions of SFAS No. 123. However, pro forma disclosures as
if the Company adopted the cost recognition provisions of SFAS No. 123 in 1995
are required by SFAS No. 123 and are presented below.

As of December 31, 1998, an aggregate of 4,700 shares was approved for
issuance under the Plan. The Plan provides for the issuance of both Incentive
Stock Options ("ISOs") as well as options not qualifying as ISOs within the
meaning of the Internal Revenue Code of 1986, as amended. At the time of the
grant, the Company's Board of Directors determines the exercise price and
vesting schedules. Under the terms of the Plan, the option price per share of
ISOs to a person who, at the time such ISO is granted, owns shares of the
Company or any Related Entity, which possess more than 10% of the total combined
voting power of all classes of shares of the Company or of any related entity,
the option exercise price shall not be less than 110% of the fair market value
per share of common stock at the date the option is granted. Options may not be
granted with a term beyond 2008. Generally, 20% of each option is exercisable
one year after the grant and an additional 1/60 becomes exercisable each month
thereafter.

The Plan has been amended to provide that, upon the consummation of the
merger with Chancellor Media, with respect to any outstanding options, if on or
before the second anniversary of the consummation of the merger, the employment
of an optionee is terminated (other than for cause, voluntary resignation, death
or disability) or an optionee resigns after a material diminution of their
duties, the optionee's options will vest in full and the options may be
exercised until the termination of the option.

In April 1998, the Company granted 585 options at an exercise price of
$17.50. Accordingly, the Company recorded unearned compensation of $878 for the
difference between $17.50 and the initial public offering price of $19.00. The
unearned compensation is being expensed ratably over the five year vesting
period.

F-27
<PAGE> 106
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Equity Instrument Tables

A summary of the status of Capstar Broadcasting's equity instrument (option
and warrant) activity and related information follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1996 1997 1998
------------------ ------------------ ------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES SHARES SHARES SHARES
------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year.......... $ -- $ -- 1,304 $13.14 3,189 $13.58
Granted................................... 1,304 13.14 2,067 13.45 3,798 17.36
Exercised or forfeited.................... -- -- -- -- 137 12.89
Cancelled................................. -- -- 182 9.02 155 14.84
------ ------ ------ ------ ------ ------
Outstanding at end of year................ 1,304 $13.14 3,189 $13.58 6,695 $15.71
====== ====== ======
Equity instruments exercisable at end of
year.................................... 744 1,139 1,664
====== ====== ======
Weighted-average grant-date fair value of
equity instruments granted equal to
market value at date of grant........... $ 4.92 $ 8.38 $14.97
====== ====== ======
Weighted average grant date fair value of
equity instruments granted greater than
market value at date of grant........... $ 5.41 $ 5.93 $ 6.60
====== ====== ======
Weighted average grant-date fair value of
equity instruments granted less than
market value at date of grant........... $ -- $ -- $12.87
====== ====== ======
</TABLE>

As required by SFAS No. 123, pro forma information regarding net loss has
been determined as if the Company had accounted for its equity instruments under
the fair value method. The fair value for these equity instruments was estimated
as of the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions for 1996, 1997 and 1998, respectively;
risk free interest rates of 5.84%, 6.16% and 5.41%; no dividend; volatility
factors of the expected market price of the company's common stock of 68.15%;
and weighted-average expected lives of the options of three and five years.

For purposes of pro forma disclosures, the estimated fair value of the
equity instruments is amortized to expense over the options' vesting period. The
impact on the pro forma results which follow may not be representative of
compensation expense in future years when the effect of the amortization of
multiple awards may be reflected in the amounts. Had the Company adopted the
cost provision of SFAS No. 123 net loss for 1996, 1997 and 1998 would
approximate the pro forma amounts below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Net loss:
As reported.................................... $(11,957) $(39,661) $(60,041)
Pro forma...................................... (16,697) (45,016) (70,914)
</TABLE>

F-28
<PAGE> 107
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table summarizes information about Capstar Broadcasting's
equity instruments outstanding at December 31, 1998:

<TABLE>
<CAPTION>
EQUITY INSTRUMENTS OUTSTANDING
----------------------------------------------------------------------------
WEIGHTED- EXERCISABLE
AVERAGE WEIGHTED NUMBER WEIGHTED
NUMBER REMAINING AVERAGE EXERCISABLE AVERAGE
OUTSTANDING AT CONTRACTUAL EXERCISE AT EXERCISE
RANGE OF EXERCISE PRICES DECEMBER 31, 1998 LIFE PRICE DECEMBER 31, 1998 PRICE
------------------------ ----------------- ----------- -------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
$7.10- 7.10.......................... 47(1) 3.2 $ 7.10 23 $ 7.10
10.00-10.00.......................... 240 7.9 10.00 157 10.00
11.00-11.00.......................... 437 4.1 11.00 255 11.00
13.30-13.30.......................... 729 4.7 13.30 182 13.30
14.00-14.00.......................... 1,000 4.4 14.00 -- --
14.40-14.40.......................... 930 7.8 14.40 744 14.40
15.40-15.40.......................... 255 8.1 15.40 204 15.40
17.10-17.10.......................... 188 9.3 17.10 -- 17.10
17.50-17.50.......................... 557 5.5 17.50 -- --
18.10-18.10.......................... 323 8.5 18.10 99 18.10
19.00-19.00.......................... 1,989 5.9 19.00 -- --
----- --- ------ ----- ------
6,695...... 5.8 $15.71 1,664 $13.58
===== =====
</TABLE>

- - ---------------

(1) These options were assumed by the Company as part of the merger with Former
GulfStar and were accounted for as a portion of the acquisition of minority
interest.

13. INCOME TAXES:

All of the Company's revenues were generated in the United States The
components of the benefit for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
Current:
Federal......................................... $(1,112) $ 162 $ 13,500
State........................................... 243 316 7,000
Deferred:
Federal......................................... 503 (11,440) (26,128)
State........................................... 44 (1,030) (3,951)
------- -------- --------
Total benefit........................... $ (322) $(11,992) $ (9,579)
======= ======== ========
</TABLE>

Approximately $707, $1,473 and $3,282 of benefit for income taxes was
allocated to an extraordinary loss on early extinguishment of debt in the
accompanying consolidated statements of operations for the years ended December
31, 1996, 1997 and 1998, respectively. For purposes of the foregoing components
of benefit for income taxes, such intra-period allocation is treated to have
affected the deferred components.

F-29
<PAGE> 108
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Income tax benefit differs from the amount computed by applying the federal
statutory income tax rate of 35% to loss before income taxes and extraordinary
items for the following reasons:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
U.S. federal income tax at statutory rate........... $(3,882) $(17,237) $(18,388)
State income taxes, net of federal benefit.......... 189 (1,478) 1,982
Nondeductible compensation expense.................. 1,847 3,325 3,955
Other items, primarily nondeductible expenses and
deferred tax adjustments.......................... 1,524 3,398 2,872
------- -------- --------
$ (322) $(11,992) $ (9,579)
======= ======== ========
</TABLE>

The net deferred tax liability consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
-------- ----------
<S> <C> <C>
Deferred tax liabilities:
Property and equipment and intangible asset basis
differences and related depreciation and
amortization........................................... $197,753 $1,249,865
Deferred tax assets:
Miscellaneous............................................. 4,307 9,269
Unamortized discount on long-term debt.................... 8,150 26,614
Net operating loss carryforwards.......................... 32,351 48,524
-------- ----------
Total deferred tax assets......................... 44,808.. 84,407
Valuation allowance for deferred tax assets............... (7,205) (10,061)
-------- ----------
Net deferred tax asset............................ 37,603 74,346
-------- ----------
Net deferred tax liability........................ $160,150 $1,175,519
======== ==========
</TABLE>

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities and projected future taxable
income in making this assessment. The Company expects the majority of deferred
tax assets at December 31, 1998 to be realized as a result of the reversal
during the carryforward period of existing taxable temporary differences giving
rise to deferred tax liabilities and the generation of taxable income in the
carryforward period.

At December 31, 1998, the Company had net operating loss carryforwards of
approximately $127,000, including approximately $94,300 acquired in connection
with the acquisition of certain subsidiaries. The acquired net operating losses
are SRLY to the acquired subsidiaries that generated the losses. If not
previously utilized, net operating loss carryforwards expire at various dates
from 1999 through 2018. Management considers that it is more likely than not
that a portion of these loss carryforwards will not ultimately be realized, and
has recorded a related valuation allowance as of December 31, 1998.

F-30
<PAGE> 109
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14. COMMITMENTS AND CONTINGENCIES

Employee Benefit Plan

During 1997, the Company established a 401(k) Plan for the benefit of all
eligible employees. Eligible participants under this plan are defined as all
full-time employees with three months of service. All eligible participants may
elect to contribute a portion of their compensation to the plan subject to
Internal Revenue Service limitations. The Company makes matching contributions
to the plan at a rate of 25%, to an annual maximum of 6% of each participant's
annual salary. Contribution expense under the plan was $300 and $2,260 for the
years ended December 31, 1997 and 1998, respectively.

Leases

The Company leases real property, office space, broadcasting and office
equipment under various noncancelable operating leases. Certain of the Company's
operating leases contain escalation clauses, renewal options and/or purchase
options. Rent expense was approximately $913, $2,490 and $8,468 for the years
ended December 31, 1996, 1997 and 1998, respectively.

Future minimum payments under noncancelable operating lease are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
---------
<S> <C>
1999...................................................... $16,289
2000...................................................... 11,794
2001...................................................... 7,640
2002...................................................... 6,276
2003...................................................... 4,810
Thereafter................................................ 15,980
-------
Total minimum lease payments...................... $62,789
=======
</TABLE>

Employment Agreements

The Company has employment agreements with its executive officers and other
key employees, the terms of which expire at various times through December 2003.
Such agreements provide for minimum salary levels, which may be adjusted from
time to time, as well as for incentive bonuses which are payable if specified
management goals are attained. The aggregate commitment for future salaries at
December 31, 1998, excluding bonuses, was approximately $46,049.

Legal

On July 13, 1998, Noddings Investment Group, Inc. and Noddings Warrant
Limited Partnership filed Civil Action No. 16538 in the Court of Chancery of the
State of Delaware in and for New Castle County against Capstar Communications.
Noddings alleges that Capstar Communications breached a warrant agreement that
Noddings contends requires Capstar Communications to permit Noddings to exercise
warrants in exchange for cash and shares of stock of SFX Entertainment.
Specifically, Noddings alleges that Capstar Communications has violated the
warrant agreement by permitting Noddings to receive cash in exchange for its
warrants, but refusing to convey shares of stock of SFX Entertainment. In
addition to suing on its own behalf, Noddings is seeking to prosecute the action
on behalf of a putative class comprised of all persons who owned equivalent
warrants on April 21, 1998, (the date immediately following the record date of

F-31
<PAGE> 110
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

the distribution of stock of SFX Entertainment to holders of the stock of SFX)
and their transferees and successors in interest. Noddings has requested that
the court:

- in the alternative, award plaintiffs and members of the putative class
monetary damages in an amount to be determined at trial; and

- award costs and attorneys' fees.

The Company is subject to various legal proceedings and claims that arise
in the ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not have a material
impact on the consolidated financial position or results of operations or cash
flows of the Company.

Other

The Company is partially self-insured for employee medical insurance risks,
subject to specific retention levels. Self-insurance costs are accrued based
upon the aggregate of the estimated liability for reported claims and estimated
liabilities for claims incurred but not reported. The Company has recorded
approximately $516, $2,658 and $8,079 for self-insurance costs for the years
ended December 31, 1996, 1997 and 1998, respectively.

15. RELATED PARTY TRANSACTIONS

Monitoring and Oversight Agreement

The Company has entered into a monitoring and oversight agreement (the
"Monitoring and Oversight Agreement") with Hicks, Muse & Co Partners, LP ("Hicks
Muse Partners"). Pursuant thereto, the Company has agreed to pay to Hicks Muse
Partners an annual fee for ongoing financial oversight and monitoring services.
The annual fee is adjustable upward or downward at the end of each fiscal year
to an amount equal to 0.2% of the budgeted consolidated annual net sales of the
Company for the then-current fiscal year; provided, that such fee shall at no
time be less that $100 per year. For the years ended December 31, 1996, 1997 and
1998, the Company incurred $21, $378 and $819 respectively, relating to the
Monitoring and Oversight Agreement.

The Monitoring and Oversight Agreement makes available on an ongoing basis
the resources of Hicks Muse Partners concerning a variety of financial matters.
The services that have been and will continue to be provided, until consummation
of the Chancellor Merger, by Hicks Muse Partners could not otherwise be obtained
by the Company without the addition of personnel or the engagement of outside
professional advisors The Chancellor Merger Agreement provides that upon the
consummation of the Chancellor Merger, the Monitoring and Oversight Agreement
will be terminated, and in consideration therefore, the Company shall make a
one-time cash payment of $14,202 to Hicks Muse Partners on the date of closing.

F-32
<PAGE> 111
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Financial Advisory Agreements

The Company is a party to a financial advisory agreement (the "Financial
Advisory Agreement") with Hicks Muse Partners. Pursuant to the Financial
Advisory Agreement, Hicks Muse Partners is entitled to receive a fee equal to
1.5% of the transaction value (as defined in the Financial Advisory Agreement)
for each add-on transaction (as defined) in which the Company or any of its
subsidiaries is involved.

Pursuant to the Financial Advisory Agreement, Hicks Muse Partners provides
investment banking, financial advisory and other similar services with respect
to the add-on transactions in which the Company is involved. Such transactions
require additional attention beyond that required to monitor and advise the
Company on an ongoing basis and, accordingly, the Company pays separate
financial advisory fees with respect to such matters in addition to those paid
in connection with the Monitoring and Oversight Agreement. The services that
have been and will continue to be provided by Hicks Muse Partners could not have
otherwise been obtained by the Company without the addition of personnel or the
engagement of outside professional advisors For the years ended December 31,
1996, 1997 and 1998, the Company incurred financial advisory fees in the amount
of approximately $5,654, $10,586 and $49,473, respectively. The Chancellor
Merger Agreement provides that upon the consummation of the Chancellor Merger,
the Company shall make a cash payment of $17,500 to Hicks Muse Partners on the
date of closing in satisfaction of its services performed under the Financial
Advisory Agreement in connection with the Chancellor Merger.

Chancellor Media Transactions

The Company has retained Katz Media Group, Inc. ("Katz") as its media
representative to sell national spot advertising air time. Katz is a
wholly-owned subsidiary of Chancellor Media which was acquired by Chancellor
Media in October of 1997. Since Chancellor Media's acquisition of Katz, the
Company expensed approximately $400 and $4,400 for media representation services
from Katz in 1997 and 1998, respectively. At December 31, 1997 and 1998, the
Company had an accrued liability to Katz of approximately $700 and $3,400,
respectively. Also, at December 31, 1998, the Company had a receivable of
approximately $2,200 from Katz.

In 1998, the Company entered into an agreement with The AMFM Radio
Networks, a wholly-owned subsidiary of Chancellor Media. The AMFM Radio Networks
sells airtime of the Company's participating radio stations to national
advertisers, for which the Company receives revenue share. For the year ended
December 31, 1998, the Company recorded $8,257 in related revenue. At December
31, 1998, the Company had a receivable of approximately $1,500 from the AMFM
Radio Networks.

As stated in Note 5, in 1998, the Company began earning LMA revenue from
Chancellor Media under the Chancellor Exchange Agreement. For the year ended
December 31, 1998, the Company earned LMA fees of approximately $28,800 from the
Chancellor Exchange Stations.

Former GulfStar

On April 16, 1996, Former GulfStar acquired all of the outstanding capital
stock of Sonance Communications, Inc. ("Sonance") in exchange for 0.542 shares
of Former GulfStar's Class C common stock, 1.626 shares of Former GulfStar's
Class A common stock and approximately $619 of cash. Total consideration for the
acquisition, including acquisition costs, was approximately $1,065. The primary
assets of Sonance were broadcasting properties. Liabilities of Sonance assumed
by Former GulfStar in connection with the acquisition were approximately $7,627.
The controlling stockholder of Former GulfStar is a family member of the
controlling stockholder of Sonance. The majority stockholder of Former GulfStar,
who is a family member of both the controlling stockholder of Former GulfStar
and the controlling stockholder of Sonance, was also the majority stockholder of
Sonance.

F-33
<PAGE> 112
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Former GulfStar recorded a charge of approximately $771 during 1996 in
connection with the write-off of a receivable from an entity owned by a family
member of the controlling stockholder of Former GulfStar. The charge is included
in other expense in the accompanying consolidated statement of operations.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments for which the estimated fair value of the
instrument differs significantly from its carrying amount at December 31, 1997
and 1998. The fair value of a financial instrument is defined as the amount at
which the instrument could be exchanged in a current transaction between willing
parties.

<TABLE>
<CAPTION>
1998 1999
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Long-term debt -- 12 3/4% Capstar Partners
Notes, 9 1/4% and 13 1/4% Capstar Radio
Notes, 10 3/4% CCI Notes and 11 3/8% CCI
Notes........................................ $(446,044) $(494,596) $(712,372) $(850,428)
Interest rate swap............................. -- (320) -- (412)
Redeemable preferred stock..................... (101,493) (116,000) (262,368) (289,860)
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:

Cash and short-term debt, and accounts receivable and payable: the
carrying amount approximates fair value because of the short maturity of
these instruments.

Long-term debt: The fair value of the Company's 12 3/4% Capstar Partners
Notes, 9 1/4% and 13 1/4% Capstar Radio Notes, 10 3/4% CCI Notes and
11 3/8% CCI Notes are based on quoted market prices. As amounts outstanding
under the Company's Credit Facility agreements bear interest at current
market rates, their carrying amounts approximate fair market value.

Interest rate swap: The fair value of the interest rate swap is
estimated by obtaining quotations from brokers. The fair value is an
estimate of the amounts that the Company would receive (pay) at the
reporting date if the contracts were transferred to other parties or
canceled by the broker.

Redeemable preferred stock: The fair value is estimated based on quoted
market prices.

17. MERGER, NONRECURRING AND SYSTEMS DEVELOPMENT EXPENSE

The Company recorded merger, nonrecurring and systems development expense
of $12,970 in 1998 which consisted of (i) $8,105 of investment banking, legal
and other expense related to the pending Chancellor Merger, (ii) $2,095 of
expense, primarily legal, accounting and severance costs associated with
acquisitions and legal reorganization, (iii) $1,422 consisting primarily of
startup costs associated with the Company's sales training initiative and (iv)
$1,348 of current state assessment, business process reengineering and training
expense incurred in connection with the Company's development of a new traffic
system.

The Company recorded merger, nonrecurring and systems development expense
of $4,729 in 1997 which consisted of investment banking, legal and transaction
fees related to the GulfStar Merger.

18. SEGMENT INFORMATION

In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information. "The Company is engaged principally in
one line of business-ownership and manage-

F-34
<PAGE> 113
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ment of radio broadcast stations ("Radio") which represents more than 95% of
consolidated net revenue Radio is the Company's only reportable segment.
Operating segments categorized as "Other" include results of insignificant
operations and income and expense not allocated to reportable segments.

The accounting policies of the reportable segment are the same as those
described in the "Summary of Significant Accounting Policies." The Company
evaluates the performance of its operating segments and allocates resources to
them based on their net revenue and broadcast cash flow ("BCF") which consists
of operating income before merger, nonrecurring and systems development expense;
depreciation, amortization, LMA fees, non-cash compensation expense, and
corporate expenses.

The Company has developed an operating structure designed to manage a large
and growing number of radio stations throughout the United States. The Radio
segment is operationally organized into five regions.

The table below presents information about the reportable and "Other"
operating segments. The prior years' segment information has been restated to
conform with the current year's presentation. Segment data includes intersegment
revenues.

<TABLE>
<CAPTION>
RADIO OTHER TOTAL
-------- ------- --------
<S> <C> <C> <C>
1996:
Net revenue........................................ $ 42,866 $ -- $ 42,866
BCF................................................ 12,385.. -- 12,385
1997:
Net revenue........................................ 155,939 19,506 175,445
BCF................................................ 50,248 3,062 53,310
1998:
Net revenue........................................ 492,053 32,851 524,904
BCF................................................ 208,945 6,680 215,625
</TABLE>

A reconciliation of total segment net revenue to total consolidated net
revenue and of total segment BCF to total consolidated loss before benefit for
income taxes and extraordinary item, for the years ended December 31, 1996, 1997
and 1998 is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- ---------
<S> <C> <C> <C>
NET REVENUE
Total segment net revenue........................... $ 42,866 $175,445 $ 524,904
Elimination of intersegment net revenue............. -- -- (7,437)
-------- -------- ---------
Consolidated net revenue.......................... $ 42,866 $175,445 $ 517,467
======== ======== =========
BCF
Total BCF for reportable segments................... $ 12,385 $ 53,310 $ 215,625
Corporate Expenses.................................. (2,523) (14,221) (23,373)
Corporate expenses -- noncash compensation.......... (6,176) (10,575) (21,260)
LMA fees............................................ (834) (2,519) (4,103)
Depreciation and Amortization....................... (4,141) (26,415) (96,207)
Merger, nonrecurring and other expense.............. -- (4,729) (12,970)
Nonoperating expenses............................... (9,802) (44,101) (107,525)
Intercompany profit................................. -- -- (2,723)
-------- -------- ---------
Consolidated loss before benefit for
income taxes, dividends and accretion on
preferred stock of subsidiary and
extraordinary item...................... $(11,091) $(49,250) $ (52,536)
======== ======== =========
</TABLE>

F-35
<PAGE> 114
CAPSTAR BROADCASTING PARTNERS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1997 1998
------ ------- --------
<S> <C> <C> <C>
Cash paid during the period for:
Interest.............................................. $8,392 $25,388 $ 68,467
Income taxes.......................................... 999 230 65,218
Noncash investing and financing activities:
Financed property and equipment purchases............. 89 2,537 --
Book value of assets exchanged in connection with
broadcast property acquisition..................... 471 -- 21,182
Dividends and accretion on preferred stock............ 1,350 13,631 12,208
Notes receivable and accrued interest taken in
connection with subscribed stock................... 1,757 1,896 --
Redemption of preferred stock by Company's parent..... -- 29,358 --
Noncash dividends on common stock..................... -- 14,501 20,650
Financed or accrued acquisition costs................. 6,569 7,095 4,430
Contribution of broadcast properties by the Company's
parent............................................. -- -- 232,686
</TABLE>

F-36
<PAGE> 115

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Capstar Communications, Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Capstar
Communications, Inc. and its subsidiaries (formerly known as SFX Broadcasting,
Inc. and Subsidiaries) at December 31, 1998 and the results of their operations
and their cash flows for the five month period ended May 31, 1998 and the seven
month period ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Austin, Texas
February 26, 1999, except as to Note 2,
which is as of March 15, 1999

F-37
<PAGE> 116

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Capstar Communications, Inc.

We have audited the accompanying consolidated balance sheet of Capstar
Communications, Inc. and Subsidiaries (formerly known as SFX Broadcasting, Inc.
and Subsidiaries) as of December 31, 1997 and the related consolidated
statements of operations, shareholder's equity and cash flows for each of the
two years in the period ended December 31, 1997. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These
consolidated financial statements and the schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and the schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Capstar Communications, Inc. and Subsidiaries as of December 31, 1997, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

ERNST & YOUNG LLP

New York, New York
March 5, 1998 except for Note 1
as to which the date is April 27, 1998.

F-38
<PAGE> 117

CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
------------ ------------
DECEMBER 31, DECEMBER 31,
1997 1998
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 24,686 $ 11,391
Accounts receivable, net of allowance for doubtful
accounts of $2,264 and $4,511 at December 31, 1997 and
1998, respectively..................................... 71,241 71,314
Assets under contract for sale............................ 42,883 --
Prepaid and other current assets.......................... 3,109 1,660
Receivable from SFX Entertainment......................... 11,539 --
---------- ----------
Total current assets.............................. 153,458 84,365
Property and equipment, net............................... 74,829 118,163
Intangibles and other, net................................ 1,039,394 3,323,486
Net assets to be distributed to shareholders.............. 102,144 --
Other assets.............................................. 5,790 627
---------- ----------
Total assets...................................... $1,375,615 $3,526,641
========== ==========

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Accounts payable.......................................... $ 8,665 $ 3,303
Accrued expenses.......................................... 19,246 13,398
Payable to former national sales representative........... 23,025 471
Accrued interest.......................................... 6,675 4,136
Income taxes payable...................................... -- 35,140
Current portion of long-term debt......................... 610 372,903
---------- ----------
Total current liabilities......................... 58,221 429,351
Long-term debt, net of current portion.................... 764,092 325,686
Deferred income taxes..................................... 102,681 1,008,385
---------- ----------
Total liabilities................................. 924,994 1,763,422
---------- ----------
Redeemable Preferred Stock, aggregate liquidation
preference of $390,300 and $133,944, respectively...... 375,796 148,669
---------- ----------
Commitments and contingencies
Shareholder's equity:
Class A Voting Common Stock, $.01 par value; 100,000,000
and 200,000 shares authorized; 614 and 1,006 shares
issued; 612 and 1,006 shares outstanding at December
31, 1997 and 1998, respectively........................ 1 1
Class B Voting Convertible Common Stock, $01 par value,
10,000,000 shares, authorized; 77 shares issued and 68
shares outstanding at December 31, 1997................ 1 --
Additional paid-in capital................................ 185,642 1,613,967
Treasury stock; 11 shares at December 31, 1997............ (6,523) --
Retained earnings (deficit)............................... (104,296) 582
---------- ----------
Total shareholder's equity........................ 74,825 1,614,550
---------- ----------
Total liabilities and shareholder's equity........ $1,375,615 $3,526,641
========== ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-39
<PAGE> 118

CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of the consolidated financial
statements.

F-40
<PAGE> 119

CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
----------------- ----------------- ADDITIONAL RETAINED TOTAL
NUMBER OF PAR NUMBER OF PAR PAID-IN TREASURY EARNINGS SHAREHOLDER'S
SHARES VALUE SHARES VALUE CAPITAL STOCK (DEFICIT) EQUITY
--------- ----- --------- ----- ---------- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996
(Predecessor)....................... 609 $ 1 64 $ 1 $ 115,256 $ -- $ (32,197) $ 83,061
Dividends and accretion on preferred
stock............................... -- -- -- -- (6,061) -- -- (6,061)
Issuance upon exercise of stock
options............................. -- -- -- -- 370 -- -- 370
Issuance of warrants to SCMC.......... -- -- -- -- 8,905 -- -- 8,905
Issuance of equity securities for MMR
merger.............................. 3 -- 13 -- 71,541 -- -- 71,541
Repurchase of common stock............ -- -- -- -- -- (6,393) -- (6,393)
Net loss.............................. -- -- -- -- -- -- (50,852) (50,852)
----- --- -- --- ---------- ------- --------- ----------
Balance, December 31, 1996
(Predecessor)....................... 612 1 77 1 190,011 (6,393) (83,049) 100,571
Issuance upon exercise of stock
options............................. 1 -- -- -- 21,143 -- -- 21,143
Issuance upon exercise of Class B
Warrants............................ -- -- -- -- 2,476 -- -- 2,476
Issuance of stock for acquisitions.... 1 -- -- -- 9,522 -- -- 9,522
Payment from shareholder.............. -- -- -- -- 1,000 -- -- 1,000
Dividends and accretion on preferred
stock............................... -- -- -- -- (38,510) -- -- (38,510)
Repurchase of common stock............ -- -- -- -- -- (130) -- (130)
Net loss.............................. -- -- -- -- -- -- (21,247) (21,247)
----- --- -- --- ---------- ------- --------- ----------
Balance, December 31, 1997
(Predecessor)....................... 614 1 77 1 185,642 (6,523) (104,296) 74,825
Dividends and accretion on preferred
stock............................... -- -- -- -- (17,264) -- -- (17,264)
Settlement of Options and Warrants.... -- -- -- -- 74,061 -- -- 74,061
Spin-Off of SFX Entertainment......... -- -- -- -- 34,329 -- -- 34,329
Other, principally shares issued
pursuant to stock option plan....... 23 -- -- -- 13,418 -- -- 13,418
Net loss.............................. -- -- -- -- -- (201,616) (201,616)
----- --- -- --- ---------- ------- --------- ----------
Balance at May 31, 1998
(Predecessor)....................... 637 $ 1 77 $ 1 $ 290,186 $(6,523) $(305,912) $ (22,247)
===== === == === ========== ======= ========= ==========
Balance at June 1, 1998 (Company)..... 1,000 $ 1 -- $-- $1,287,948 $ -- $ -- $1,287,949
Issuance of common stock.............. 6 -- -- -- 314,510 -- -- 314,510
Capital contributions by Parent....... -- -- -- -- 11,509 -- -- 11,509
Dividends and accretion on preferred
stock............................... -- -- -- -- -- -- (9,779) (9,779)
Net income............................ -- -- -- -- -- -- 10,361 10,361
----- --- -- --- ---------- ------- --------- ----------
Balance at December 31, 1998
(Company)........................... 1,006 $ 1 -- $-- $1,613,967 $ -- $ 582 $1,614,550
===== === == === ========== ======= ========= ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-41
<PAGE> 120

CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
--------------------------------------------------------- ------------------
YEAR ENDED YEAR ENDED FIVE MONTHS ENDED SEVEN MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1997 MAY 31, 1998 DECEMBER 31, 1998
----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Operating Activities:
Net income (loss)................................ $ (50,852) $ (21,247) $(201,616) $ 10,361
Loss (income) from operations distributed to
shareholders................................... -- (3,814) 86,382 --
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating
activities:
Depreciation................................... 5,972 10,955 4,919 5,637
Amortization................................... 10,202 26,406 12,628 50,048
Noncash interest............................... -- -- -- (1,545)
Noncash settlement of options and warrants..... -- -- 74,061 --
Noncash portion of non-recurring and unusual
charges...................................... 9,878 4,712 4,497 --
Extraordinary loss on debt repayment........... 15,219 -- -- --
Loss on sale of radio station and other noncash
items........................................ 1,900 -- -- --
Deferred income taxes.......................... (710) -- 22,195 (21,919)
Changes in assets and liabilities, net of amounts
acquired:
Accounts receivable.......................... (13,839) (22,189) (5,729) 16,850
Prepaid and other assets..................... (1,704) 2,599 4,238 2,478
Accounts payable, accrued expenses and other
liabilities................................ 10,487 6,620 (24,279) (22,276)
Income taxes payable......................... -- -- -- (60,578)
--------- --------- --------- ---------
Cash provided by (used in) continuing
operations..................................... (13,447) 4,042 (22,704) (20,944)
Cash from operating activities of SFX
Entertainment.................................. -- 1,005 10,988 --
--------- --------- --------- ---------
Net cash provided by (used in) operating
activities..................................... (13,447) 5,047 (11,716) (20,944)
--------- --------- --------- ---------
Investing activities:
Purchase of stations and related businesses,
net of cash
acquired..................................... (493,433) (408,788) -- (239,022)
Proceeds from sales of stations and other
assets....................................... 56,943 1,836 4,692 109,091
Deposits and other payments for pending
acquisitions................................. (30,799) (3,594) -- --
Purchase of property and equipment............. (3,224) (12,409) (5,179) (11,911)
Loans and advances to related parties.......... -- (2,800) -- --
Income tax liability indemnity payments........ -- -- -- 92,968
Other investing activities..................... -- -- (215) 184
--------- --------- --------- ---------
Net cash used in investing activities............ (470,513) (425,755) (702) (48,690)
Cash used in investing activities of SFX
Entertainment................................ -- (73,296) (397,640) --
--------- --------- --------- ---------
Net cash used in investing activities............ (470,513) (499,051) (398,342) (48,690)
--------- --------- --------- ---------
Financing activities:
Payments on long-term debt and credit
facilities................................... (110,396) (73,863) (141) (677,583)
Additions to debt issuance costs............... (19,505) (3,006) -- --
Proceeds from issuance of long-term debt and
credit
facilities................................... 501,500 356,500 -- 572,955
Proceeds from sales of preferred stock......... 143,445 215,258 -- --
Redemption of preferred stock.................. -- -- -- (135,207)
Purchase of treasury stock..................... (6,393) (130) -- --
Proceeds from issuance of common stock......... -- 24,619 17,177 314,510
Preferred stock dividends...................... (4,983) (23,487) (2,459) (9,507)
Other.......................................... (1,000) (1,000) -- --
--------- --------- --------- ---------
Net cash provided by financing activities........ 502,668 494,891 14,577 65,168
Cash provided by (used in) financing activities
of
SFX Entertainment.............................. -- (823) 467,874 --
--------- --------- --------- ---------
Net cash provided by financing activities........ 502,668 494,068 482,451 65,168
--------- --------- --------- ---------
Net increase (decrease) in cash and
equivalents.................................... 18,708 64 72,393 (4,466)
Cash and cash equivalents at beginning of
period......................................... 11,893 30,601 24,686 15,857
Net (increase) decrease in cash of SFX
Entertainment.................................. -- (5,979) (81,222) --
--------- --------- --------- ---------
Cash and cash equivalents at end of period....... $ 30,601 $ 24,686 $ 15,857 $ 11,391
========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-42
<PAGE> 121

CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 -- ORGANIZATION AND BUSINESS

Capstar Communications, Inc. and Subsidiaries ("CCI" or "the Company")
(formerly known as SFX Broadcasting, Inc. and Subsidiaries "SFX") is an indirect
wholly-owned subsidiary of Capstar Radio Broadcasting Partners, Inc. ("Capstar
Radio") which is indirectly wholly-owned by Capstar Broadcasting Corporation
("Capstar Broadcasting"). At December 31, 1998, the Company owned and operated
114 and programmed 3 radio stations throughout the United States. In addition,
the Company owned eleven radio stations which were operated by third parties,
ten of which were operated by Chancellor Media Corporation ("Chancellor Media").

On May 29, 1998, SBI Holding Corporation, a Delaware corporation ("SFX
Parent"), acquired SFX Broadcasting, Inc., which has been renamed CCI. The
acquisition was effected through the merger (the "SFX Merger") of SBI Radio
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
SFX Parent, with and into SFX, with SFX as the surviving corporation. The
acquisition of SFX by SFX Parent resulted in a change of control of SFX. As a
result of the SFX Merger, SFX became an indirect wholly-owned subsidiary of
Capstar Radio. The total consideration paid in the SFX Merger for all of the
outstanding common equity interest was approximately $1,300,000, including
direct costs of the acquisition.

In connection with the SFX Merger and other related transactions, the
Company (i) acquired and disposed of certain assets and stock as described in
Note 4 and (ii) borrowed approximately $441,400 in cash from Capstar Radio under
a revolving credit note with Capstar Radio ("the Capstar Radio Note"). In
connection with certain asset divestiture transactions occurring immediately
after the SFX Merger, CCI incurred an income tax liability to Capstar
Broadcasting of approximately $25,000. The Capstar Radio Note is a $1,400,000
revolving credit agreement with interest payable quarterly at an annual floating
rate equal to the per annum interest rate available to Capstar Radio under its
credit facility for revolving loans that are Eurodollar loans with a three month
interest period applicable thereto.

On April 27, 1998, SFX distributed the net assets (the "Spin Off") of its
live entertainment business ("SFX Entertainment") pro-rata to its stockholders
and the holders of certain warrants, options and stock appreciation rights.

The Company estimates that in connection with (i) the Spin-Off and (ii)
certain other intercompany transactions engaged in by SFX Entertainment prior to
the Spin-Off, SFX incurred a federal income tax liability of approximately
$88,000. SFX Entertainment has agreed to fully indemnify CCI from and against
such tax liability (Note 10), including any tax liability of CCI arising from
such indemnification payments, which full indemnity payments are presently
estimated to be approximately $93,000. On June 30, September 30, and December
31, 1998, respectively, CCI received approximately $52,500, $26,300 and $14,200
in cash from SFX Entertainment in payment of SFX Entertainment's estimated
indemnity obligation.

The operations of SFX Entertainment have been presented in the financial
statements as discontinued operations pursuant to the Spin-Off. During the five
month period ended May 31, 1998, revenue and loss from operations for SFX
Entertainment were $122,700 and $5,307, respectively. Included in operating
expenses is $2,420 of allocated corporate expenses. Additionally, interest
expense relating to the debt that was distributed to the stockholders pursuant
to the Spin-Off of $7,300 has been allocated to SFX Entertainment. Included in
the loss from operations to be distributed to shareholders for the five months
ended May 31, 1998 is income tax expense of $75,700, which includes $93,000 of
current income tax expense offset by a tax benefit resulting from reduction of
the Company's deferred tax asset valuation allowance. During the year ended
December 31, 1997, revenue and income from operations for SFX Entertainment were
$96,100 and $5,100, respectively. Included in operating expenses is $2,200 of
allocated corporate expenses. Additionally,

F-43
<PAGE> 122
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

interest expense relating to the debt to be distributed to the shareholders
pursuant to the Spin-Off of $1,600 has been allocated to SFX Entertainment. The
Company provided various administrative services to SFX Entertainment. It is the
Company's policy to allocate these expenses on the basis of direct usage. In the
opinion of management, this method of allocation is reasonable and allocated
expenses approximate what SFX Entertainment would have incurred on a stand-alone
basis.

The Company accounted for the SFX Merger under the purchase method of
accounting, following the accounting treatment in accordance with push-down
accounting, whereby the Company recorded the purchase price allocation in its
financial statements. For financial reporting purposes, the Company accounted
for the transaction effective June 1, 1998. As of June 1, 1998, the Company made
a preliminary allocation of the purchase price to the net assets required. The
purchase price was allocated to assets and liabilities based on their respective
fair values at June 1, 1998, as adjusted, as listed in the table below which
represents the components of the opening balance sheet.

<TABLE>
<S> <C>
Cash........................................................ $ 15,857
Accounts receivable......................................... 73,701
Other current assets........................................ 2,693
Receivable from SFX Entertainment........................... 92,968
Receivable from Capstar Radio............................... 8,293
Land........................................................ 7,248
Buildings and improvements.................................. 14,337
Broadcasting equipment and other............................ 68,252
FCC licenses................................................ 3,193,074
Goodwill.................................................... 1,670
Other assets................................................ 222
Accounts payable............................................ (11,850)
Accrued expenses............................................ (13,342)
Payable to former national sales representative............. (7,014)
Accrued interest............................................ (6,782)
Income taxes payable........................................ (95,718)
Long-term debt.............................................. (812,436)
Capital lease obligations................................... (619)
Deferred income taxes....................................... (959,000)
Redeemable preferred stock.................................. (283,605)
----------
Shareholder's net equity.................................... $1,287,949
==========
</TABLE>

NOTE 2 -- CHANCELLOR MERGER AGREEMENT

On August 26, 1998, Capstar Broadcasting and Chancellor Media, an affiliate
of the Company, entered into an agreement to merge (the "Chancellor Merger") in
a stock-for-stock transaction that will create the nation's largest radio
broadcasting entity. Under the merger agreement:

- Chancellor Media will acquire Capstar Broadcasting in a reverse merger in
which Capstar Broadcasting will be renamed Chancellor Media Corporation;

- each share of Class A Common Stock and Class C Common Stock will
represent 0.4955 shares of voting common stock in the combined entity;

F-44
<PAGE> 123
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

- each share of Class B Common Stock will represent 0.4955 shares of
nonvoting common stock of the combined entity;

- each share of Chancellor Media common stock will represent one share of
the combined entity; and

- each share of Chancellor Media preferred stock will represent one share
of preferred stock of the combined entity.

NOTE 3 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its direct and indirect subsidiaries. All significant inter-company accounts
and transactions have been eliminated in consolidation. The Company accounts for
investments in which it has a 50% or less and 20% or greater ownership interest
under the equity method.

Cash and Cash Equivalents.

All highly liquid investments with a maturity at date of purchase of less
than three months are classified as cash equivalents. The carrying amounts of
cash and cash equivalents reported in the balance sheet approximate their fair
values.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization is
provided on the straight-line method over the estimated useful lives of the
assets. The costs of assets retired or otherwise disposed of and the related
accumulated depreciation and amortization balances are removed from the accounts
and any resulting gain or loss is included in income.

Leasehold improvements are amortized over the shorter of the lease term or
estimated useful lives of the assets.

Intangible Assets

F-45
<PAGE> 124
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

as part of completed acquisitions or expensed in the period in which the pending
acquisition is terminated. Deferred financing costs are amortized under the
interest method over the life of the related debt.

The Company periodically evaluates intangible and other long-lived assets
for potential impairment in accordance with the provisions of Accounting
Principles Board ("APB") Opinion 17, "Intangible Assets," and Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," by analyzing
the operating results, future cash flows on an undiscounted basis, trends and
prospects of the Company's stations, as well as by comparing them to their
competitors. The Company also takes into consideration recent acquisition
patterns within the broadcast industry, the impact of recently enacted or
potential FCC rules and regulations and any other events or circumstances which
might indicate potential impairment. At this time, in the opinion of management,
no impairment has occurred.

Exchange of Radio Stations

Income Taxes

Revenue Recognition

Barter Transactions

The Company barters unsold advertising time for products and services. Such
transactions are recorded at the estimated fair value of the products or
services received or used. Barter revenue is recorded when commercials are
broadcast and related expenses are recorded when the product or service is
received or used. For the years ended December 31, 1996 and 1997 and the five
month period ended May 31, 1998 and the seven month period ended December 31,
1998, the Company recorded barter revenue of $8,029, $11,995, $5,469 and $7,980,
respectively, and expenses of $7,476, $11,281, $5,337 and $7,535, respectively.

Uncertainties and Use of Estimates and Assumptions

F-46
<PAGE> 125
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Local Marketing Agreements ("LMA")/Joint Sales Agreements ("JSA")

From time to time, the Company enters into LMAs and JSAs with respect to
radio stations owned by third parties including radio stations which it intends
to acquire. Terms of the agreements generally require the Company to pay a
monthly fee in exchange for the right to provide station programming and sell
related advertising time in the case of an LMA or sell advertising in the case
of a JSA. The agreements terminate upon the acquisition of the stations. It is
the Company's policy to expense the fees as incurred as a component of operating
income (loss). The Company accounts for payments received pursuant to LMAs of
owned stations as net revenue to the extent that the payment received represents
a reimbursement of the Company's ownership costs.

Advertising Costs

Advertising and promotional costs are expensed as incurred and approximated
$5,068, $9,789, $7,141 and $12,618 for the years ended December 31 1996 and
1997, the five months ended May 31, 1998 and the seven months ended December 31,
1998, respectively.

Intercompany Matters

The Company is charged by its Parent for corporate services through a
monthly corporate overhead allocation charge. Such charge is based on factors of
direct usage and in the opinion of management, is reasonable and approximates
what the Company would have incurred on a stand-alone basis.

Subsequent to the SFX Merger, the Company's operating results are included
in the consolidated federal income tax return of its parent. Tax provisions in
the accompanying consolidated financial statements have been prepared on a
stand-alone basis with any net current tax liability due to taxing authorities
resulting from inclusion of the Company's activities in its parent's
consolidated tax return being reflected as due to its parent under the Capstar
Radio Note.

Concentration of Credit Risk

The Company's revenue and accounts receivable primarily relates to
advertising of products and services within the radio stations' broadcast areas.
The Company performs ongoing credit evaluations of its customers' financial
condition and, generally, requires no collateral from its customers. Credit
losses have been within the management's expectations and adequate allowances
for any uncollectable accounts receivables are maintained.

F-47
<PAGE> 126
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Segment Information

In 1998, the Company adopted SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information. SFAS No. 131 superseded SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise, replacing the
"industry segment" approach with the "management" approach. The management
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosures about
products and services, geographic areas, and major customers. The adoption of
SFAS No. 131 does not affect results of operations or financial position. The
Company operates within a single radio broadcasting segment within the
continental United States.

New Accounting Pronouncements

Reclassification

Certain amounts in 1996 and 1997 have been reclassified to conform to the
1998 presentation.

NOTE 4 -- ACQUISITIONS AND DISPOSITIONS

1998 Radio Broadcasting Acquisitions and Dispositions

On February 20, 1998, Capstar Broadcasting and Chancellor Media entered
into an exchange agreement pursuant to which Chancellor Media would acquire
stations KTXQ-FM and KBFB-FM in Dallas/Ft. Worth, Texas, KODA-FM, KKRW-FM and
KQUE-AM in Houston, Texas, KPLN-FM and KYXY-FM in San Diego, California, and
WVTY-FM, WJJJ-FM, WXDX-FM and WDVE-FM in Pittsburgh, Pennsylvania (collectively,
the "Chancellor Exchange Stations") for an aggregate purchase price of
approximately $637.5 million in a series of purchases and exchanges over a
three-year period. The Chancellor Exchange Stations were acquired by Capstar
Broadcasting in connection with the acquisition of SFX Broadcasting, Inc. in May
1998. On May 29, 1998, as part of the SFX acquisition, Chancellor Media
exchanged stations WAPE-FM and WFYV-FM in Jacksonville, Florida in exchange for
station KODA-FM in Houston, Texas and cash placed with a qualified intermediary
(discussed below). In the case of the remaining Chancellor Exchange Stations,
Capstar Broadcasting will identify mid-sized radio stations for exchange with
Chancellor Media. The purchase price for the remaining ten Chancellor Exchange
Stations will be approximately $494.3 million. Capstar Broadcasting and
Chancellor Media are currently assessing whether the terms of the exchange
agreement will be modified upon consummation of the merger with Chancellor
Media. During the pendency of the Chancellor Merger, the Company does not
anticipate effecting any exchanges with Chancellor Media.

Chancellor Media is providing services to the Chancellor Exchange Stations
(other than KODA-FM) pursuant to separate LMAs until such stations are
exchanged. Chancellor Media will retain the advertising revenues it generates
while it provides services to the Chancellor Exchange Stations under such LMAs.
During 1998, the Company received approximately $28.8 million in LMA fees from
Chancellor Media. The LMA fees will decrease as each Chancellor Exchange Station
is exchanged.

F-48
<PAGE> 127
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In January 1998, the Company sold one radio station operating in Richmond,
Virginia for $4.3 million.

On May 21, 1998, SFX completed the acquisition of three radio stations (two
FM and one AM) in the Nashville, Tennessee market from Sinclair Broadcasting
Group for an aggregate purchase price of approximately $35,000 in cash. Cash for
the purchase was provided by Capstar Radio.

On May 29, 1998, the Company exchanged station KODA-FM in Houston, Texas
for Chancellor Media radio stations WAPE-FM and WFYV-FM in Jacksonville, Florida
and approximately $90,250 in cash (the "KODA Exchange"). In an exchange under
Section 1031 of the Code, indirect, wholly-owned subsidiaries of CCI, through a
qualified intermediary, used the $90,250 in cash received from Chancellor Media
to acquire radio stations KASE-FM, KVET-AM and KVET-FM in Austin, Texas. The
deemed value of the KODA Exchange was $143,250.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, the Company completed the sale of the assets of one FM radio station
in the Daytona Beach, Florida market for consideration of approximately $11,500
in cash to Clear Channel Metroplex, Inc. and Clear Channel Metroplex Licensee,
Inc.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, the Company completed the sale of the assets of four radio stations
(three FM and one AM) in the Long Island, New York market for an aggregate sale
price of $46,000 in cash to Cox Radio, Inc.

On May 29, 1998, due to governmental restrictions on multiple station
ownership, the Company completed the sale of the assets of one FM radio station
in the Houston, Texas market for $54,000 in cash to HBC Houston, Inc. and HBC
Houston License Corporation. Pursuant to an agreement with Chancellor Media, the
Company paid 50% of the sale proceeds in excess of $50,000, approximately $1,700
to Chancellor Media.

On May 29, 1998, Capstar Radio sold all of the outstanding capital stock of
Patterson Broadcasting, Inc. (the "Patterson Broadcasting Acquisition") (which
then owned and operated or programmed 22 FM and 12 AM stations) to the Company.
In addition, Pacific Star Communications, Inc., a wholly-owned subsidiary of
Capstar Radio, sold radio stations KJSN-FM, KFIV-FM, KJAX-AM and KFRY-FM in the
Modesto/ Stockton, California market to the Company. Total consideration for the
foregoing purchases was approximately $223,000 in cash and approximately $11,500
due under the Capstar Radio Note. The Company funded the acquisition of
Patterson Broadcasting, Inc., and certain stations of Pacific Star
Communications, Inc. with proceeds from a loan by Bankers Trust Company, which
loan was refinanced with borrowings under the Capstar Radio Note.

For financial reporting purposes, the transaction in the preceding
paragraph has been treated as a transaction between entities under common
control. Accordingly, the assets and liabilities so acquired have been recorded
by the Company at historical cost in a manner similar to that in
pooling-of-interests accounting. The operating results of these businesses have
been included in the Company's financial statements from the date of the
Patterson Broadcasting Acquisition, the earliest date for which common control
of both entities existed.

On August 10, 1998, the Company exchanged one AM station in Pittsburgh,
Pennsylvania for another AM station in Cleveland, Ohio. On September 30, 1998,
the Company exchanged one FM station in Jackson, Mississippi for another FM
station in Jackson, Mississippi. The $5.0 million and $11.75 million,
respectively, carrying value of the station's net assets exchanged approximate
the fair value of the net assets received.

F-49
<PAGE> 128
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

On October 5, 1998, the Company's parent contributed one FM station in
Albany, New York with a fair value and historical book value of $2.7 million to
the Company.

1997 Radio Broadcasting Acquisitions and Dispositions

In August 1997, the Company acquired two radio stations operating in
Pittsburgh, Pennsylvania and two radio stations in Milwaukee, Wisconsin for
$35.0 million.

In August 1997, the Company exchanged one radio station in Pittsburgh,
Pennsylvania and $20.0 million in cash for one radio station in Charlotte, North
Carolina. The Company operated the radio station in Charlotte, North Carolina
pursuant to a local market agreement during July 1997.

In July 1997, the Company acquired substantially all of the assets of four
radio stations operating in Richmond, Virginia for approximately $46.5 million
in cash, including payments made to buy out minority equity interests which the
Company had originally agreed to provide to certain of the sellers.

In April 1997, the Company acquired substantially all of the assets of
three radio stations in Indianapolis, Indiana and in June 1997 the Company
acquired substantially all of the assets of four stations in Pittsburgh,
Pennsylvania from Secret Communications for a total purchase price of $255.0
million in cash.

Also in April 1997, the Company sold one radio station operating in Little
Rock, Arkansas to Triathlon Broadcasting Company, a related party. The station
was sold for $4.1 million, of which $3.5 million had been held as a deposit by
the Company since 1996. No gain or loss was recorded on the transaction as the
radio station was acquired in connection with the MMR Merger, as defined below.

In March 1997, the Company acquired two radio stations operating in
Houston, Texas, for a purchase price of approximately $43.0 million in cash,
exclusive of certain additional contingent liabilities which may become payable.
The acquisition increased the number of stations the Company owns in the Houston
market to four.

In March 1997, the Company exchanged one radio station operating in
Washington D.C./Baltimore, Maryland, for two radio stations operating in Dallas,
Texas (the "CBS Exchange") and completed the sale of two radio stations
operating in the Myrtle Beach, South Carolina market for $5.1 million payable in
installments over a five year period (present value approximately $4.3 million).
The CBS Exchange was structured as a substantially tax free exchange of
like-kind assets. The contract for the sale of the Myrtle Beach stations was in
place prior to the merger with Multi-Market Radio, Inc. ("MMR"). No gain or loss
was recognized on the Myrtle Beach stations that were recently acquired in the
MMR Merger, as defined below.

Costs of $871 related to the reformatting of the Dallas stations was
included in depreciation, amortization, duopoly integration costs and
acquisition related costs in 1997.

In February 1997, the Company purchased WWYZ-FM, operating in Hartford,
Connecticut, for a purchase price of $25.9 million in cash. The acquisition
increased the number of stations the Company owns in the Hartford market to
five.

In January 1997, the Company purchased one radio station operating in
Albany, New York, for $1.0 million in cash.

1996 Radio Broadcasting Acquisitions and Dispositions

In December 1996, the Company acquired substantially all of the assets of
WHSL-FM, operating in Greensboro, North Carolina, for a purchase price of $6.0
million in cash and exchanged radio station
F-50
<PAGE> 129
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

KRLD-AM, Dallas, Texas and the Texas State Networks for radio station KKRW-FM,
Houston, Texas. The exchange was structured as a substantially tax free exchange
of like kind assets. No gain or loss was recorded on the exchange as the book
values of KRLD-AM and the Texas State Networks approximated the fair value of
the assets of KKRW-FM.

In November 1996, the Company consummated its merger with MMR (the "MMR
Merger"), pursuant to which it acquired MMR in exchange for 105 shares of Class
A Common Stock, 13 shares of Class B Common Stock both valued at $526,381 per
share and other equity securities with a total market value for all securities
issued of approximately $71.5 million in cash. Concurrently with the
consummation of the MMR Merger, the Company paid approximately $43.0 million in
cash to satisfy outstanding indebtedness of MMR. MMR was organized in 1992 by
the Company's executive chairman and another officer and director of the
Company. The Company's executive chairman owned a substantial equity interest in
MMR which was exchanged for Class B Common Stock of the Company upon the
consummation of the MMR Merger. MMR owned and operated, provided programming to
or sold advertising on behalf of thirteen FM stations and one AM station located
in eight markets: New Haven, Connecticut; Hartford, Connecticut; Springfield/
Northampton, Massachusetts; Daytona Beach, Florida; Augusta, Georgia; Biloxi,
Mississippi; Myrtle Beach, South Carolina and Little Rock, Arkansas. Prior to
the MMR Merger, MMR had entered into agreements to sell two stations operating
in Myrtle Beach, South Carolina and one station operating in Little Rock,
Arkansas (the "MMR Dispositions"). The Company also terminated a JSA with one
station operating in Augusta, Georgia and its LMA with one station operating in
Myrtle Beach, South Carolina in December 1996.

In October 1996, the Company sold radio station KTCK-AM, Dallas, Texas for
approximately $13.4 million in cash, net of certain sale expenses. The Company
acquired the assets of KTCK-AM in Dallas, Texas in September 1995 from a third
party for $8,633 in cash (including $133 in transaction costs) and $2,000 of 6%
current coupon Series C Redeemable Preferred Stock (Note 9). The purchase
agreement contains a provision for a contingent payment not to exceed $7,500
payable in 1998 if the Company's Dallas properties achieve certain ratings and
financial goals. In 1996, the Company recorded a loss of $1.9 million on the
disposition, based on its estimate of the ultimate resolution of the
contingency. During 1997, the company paid $3,000 to the Seller in connection
with this provision. During 1998, the Company paid $3,100 in final settlement of
this provision.

In July 1996, the Company acquired Liberty Broadcasting, Inc. for a
purchase price of approximately $239.7 million in cash, including $10.4 million
for working capital. Liberty Broadcasting Inc. was a privately-held radio
broadcasting company which owned and operated, provided programming to or sold
advertising on behalf of fourteen FM and six AM radio stations located in six
markets: Washington, DC/Baltimore, Maryland; Nassau-Suffolk, New York;
Providence, Rhode Island; Hartford, Connecticut; Albany, New York and Richmond,
Virginia.

In July 1996, the Company sold three stations operating in the Washington,
DC/Baltimore, Maryland market for $25.0 million. No gain or loss was recognized
on the dispositions.

In July 1996, the Company acquired from Prism Radio Partners, L.P.
("Prism"), substantially all of the assets used in the operation of eight FM and
five AM radio stations located in four markets: Jacksonville, Florida; Raleigh,
North Carolina; Tucson, Arizona and Wichita, Kansas. In September 1996, the
Company also acquired from Prism substantially all of the assets of three radio
stations operating in Louisville, Kentucky (the "Louisville Stations"), upon
renewal of the FCC licenses of such stations (collectively the "Prism
Acquisition"). The total purchase price for the Prism Acquisition was
approximately $105.3 million in cash. In October 1996, the Company sold the
Louisville Stations for $18.5 million in cash. The Company recognized no gain or
loss on the disposition.
F-51
<PAGE> 130
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In July 1996, the Company acquired substantially all of the assets of
WJDX-FM, Jackson, Mississippi for a purchase price of approximately $3.2
million. In addition, in August 1996, the Company acquired substantially all of
the assets of WSTZ-FM and WZRX-AM, each operating in Jackson, Mississippi, for
approximately $3.5 million in cash.

In June 1996, the Company acquired substantially all of the assets of
WROQ-FM, Greenville, South Carolina, for approximately $14.0 million in cash and
WTRG-FM and WRDU-FM, both operating in Raleigh, North Carolina, and WMFR-AM,
WMAG-FM and WTCK-AM (formerly WWWB-AM), each operating in Greensboro, North
Carolina for approximately $36.8 million in cash.

In February 1996, the Company acquired radio stations WTDR-FM and WLYT-FM
(formerly WEZC-FM), both operating in Charlotte, North Carolina, for an
aggregate purchase price of $24.3 million in cash. Costs of $785 related to the
integration and reformatting of the Charlotte stations were included in
depreciation, amortization, duopoly integration costs and acquisition related
costs in 1996.

For financial statement purposes, all of the acquisitions described above,
with the exception of the Patterson Broadcasting Acquisition, were accounted for
using the purchase method of accounting, with the purchase price allocated to
the assets acquired (principally intangible assets) and the liabilities assumed
based on their estimated fair values at the dates of acquisition. Certain of the
recent transactions are based on preliminary estimates of the fair value of the
net assets acquired and are subject to final adjustment. The excess purchase
price over the estimated fair value of the net assets acquired has been recorded
as FCC licenses and goodwill. The assets and liabilities of these acquisitions
and the results of their operations and cash flows for the period from the date
of acquisition are included in the accompanying consolidated financial
statements. The following unaudited pro forma summary presents the consolidated
results of operations for the years ended December 31, 1997 and 1998 as if the
foregoing transactions for any given year and the subsequent year had occurred
at the beginning of such year after giving effect to certain adjustments,
including amortization of FCC licenses and goodwill and interest expense on the
acquisition debt. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisition been made as of that date or of results which may occur in
the future.

<TABLE>
<CAPTION>
1997 1998
-------- ---------
<S> <C> <C>
Net revenue (unaudited)................................ $340,818 $ 371,573
Loss from continuing operations (unaudited)............ $(22,491) $ (67,248)
Net loss (unaudited)................................... $(18,677) $(153,630)
</TABLE>

Concert Promotion Acquisitions. During 1997 and 1998, the Company also
acquired the following concert promotion companies, which were contributed to
SFX Entertainment at the Spin-Off date.

In January 1997, the Company purchased Delsener/Slater for an aggregate
consideration of approximately $26.6 million, including $2.9 million for working
capital and the present value of deferred payments of $3.0 million to be paid,
without interest, over five years and $1.0 million to be paid, without interest,
over ten years. The deferred payments are subject to acceleration in certain
circumstances.

In March 1997, Delsener/Slater consummated the acquisition of certain
companies which collectively own and operate the Meadows for $900 in cash, 16
shares of SFX Class A Common Stock with a value of approximately $7.5 million
and the assumption of approximately $15.4 million of debt.

F-52
<PAGE> 131
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Also in March 1997, the Company, in partnership with Pavilion Partners,
entered into a twenty-two year lease to operate the PNC Bank Arts Center, a
10,800 seat complex located in Holmdel, New Jersey. The lease also granted
Pavilion Partners the right to expand the capacity to 17,500 prior to the 1998
season.

In June 1997, the Company acquired Sunshine Promotions for $53.9 million in
cash at closing, $2.0 million in cash payable over 5 years, 4 shares of Class A
Common Stock issued and issuable over a two year period with a value of
approximately $4.0 million and the assumption of approximately $1.6 million of
debt. The assets to be acquired include Deer Creek Music Center, a 21,000 seat
complex located in Indianapolis, Indiana, the Polaris Amphitheater, a 20,000
seat complex located in Columbus, Ohio and a 99 year lease to operate Murat
Centre, a 2,700 seat theater and 2,200 seat ballroom, located in Indianapolis,
Indiana.

In February and March 1998, SFX Entertainment acquired the following live
entertainment businesses.

PACE Entertainment Corporation ("PACE"), one of the largest diversified
producers and promoters of live entertainment in the United States, having what
SFX Entertainment believes to be the largest distribution network in the United
Sates in each of its music, theater and specialized motor sports businesses (the
"PACE Acquisition"), for total consideration of approximately $156,056. In
connection with the PACE Acquisition, SFX Entertainment acquired 100% of
Pavilion Partners, a partnership that owns interest in 10 venues ("Pavilion"),
through the PACE Acquisition and directly from PACE's various partners for
$90,627, The Company has guaranteed the performance of SFX Entertainment's
obligation to PACE until PACE is issued the SFX Entertainment stock it is
entitled to under the acquisition agreement.

The Contemporary Group, a fully-integrated live entertainment and special
event promoter and producer, venue owner and operator and consumer marketer, for
total consideration of approximately $101,402.

The Network Magazine Group, a publisher of trade magazines for the radio
broadcasting industry, and SJS Entertainment, an independent creator, producer
and distributor of music-related radio programming, services and research which
it exchanges with radio broadcasters for commercial air-time sold, in turn, to
national network advertisers, for total consideration of approximately $66,784.

BG Presents, one of the oldest promoters of, and owner-operators of venues
for, live entertainment in the United States, and a leading promoter in the San
Francisco Bay area, for total consideration of approximately $80,327.

Concert/Southern Promotions, a promoter of live music events in the
Atlanta, Georgia metropolitan, for total consideration of approximately $16,600.

Westbury Music Fair, a theater located in Westbury, New York for aggregate
consideration of $3.0 million in cash and an agreement to issue 75,019 shares of
Class A Common Stock of SFX Entertainment.

In order to facilitate certain concert promotion acquisitions, the Company
and/or SFX Entertainment undertook the following financing activities.

On February 11, 1998, SFX Entertainment completed the private placement of
$350.0 million of 9 1/8% Senior Subordinated Notes (the "Notes") due 2008.
Interest is payable on the Notes on February 1 and August 1 of each year.

On February 26, 1998, SFX Entertainment executed a Credit and Guarantee
Agreement (the "Credit Agreement") which established a $300.0 million senior
secured credit facility comprised of (i) a $150.0 million eight-year term loan
(the "Term Loan") and (ii) a $150.0 million seven-year reducing revolving credit
facility. Borrowings under the Credit Agreement are collateralized by
substantially all of the assets of
F-53
<PAGE> 132
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

SFX Entertainment, including a pledge of the outstanding stock of substantially
all of its subsidiaries and guaranteed by all of SFX Entertainment's
subsidiaries. On February 27, 1998, SFX Entertainment borrowed $150.0 million
under the Term Loan. Together with the proceeds from the Notes, the proceeds
from the Term Loan were used to finance the 1998 acquisitions discussed above.

For financial statement purposes, all of the acquisitions described above
were accounted for using the purchase method of accounting, with the purchase
price allocated to the assets acquired (principally intangible assets) and the
liabilities assumed based on their estimated fair values at the dates of
acquisition. Certain of the recent transactions are based on preliminary
estimates of the fair value of the net assets acquired and are subject to final
adjustment. The excess purchase price over the estimated fair value of the net
assets acquired has been recorded as goodwill. The assets and liabilities of
these acquisitions and the results of their operations and cash flows for the
period from the date of acquisition are included in the accompanying
consolidated financial statements.

NOTE 5 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DEPRECIABLE PREDECESSOR COMPANY
DEPRECIATION LIFE ----------- --------
METHOD (YEARS) 1997 1998
------------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Buildings and improvements............. Straight-line 5-20 $ 18,295 $ 22,460
Broadcasting and other equipment....... Straight-line 3-20 67,821 92,398
-------- --------
86,116 114,858
Accumulated depreciation and
amortization......................... (17,456) (5,637)
-------- --------
68,660 109,221
Land................................... 6,169 8,942
-------- --------
$ 74,829 $118,163
======== ========
</TABLE>

NOTE 6 -- INTANGIBLES

Intangibles consists of the following:

<TABLE>
<CAPTION>
AMORTIZABLE PREDECESSOR COMPANY
AMORTIZATION LIFE ----------- ----------
METHOD (YEARS) 1997 1998
--------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
FCC licenses..................... Straight-line 40 $ 913,887 $3,360,522
Goodwill......................... Straight-line 40 131,601 2,372
Deferred financing costs......... Interest Method -- 22,250 --
Other............................ Straight-line 3-5 5,406 1,915
---------- ----------
1,073,144 3,364,809
Less accumulated amortization.... (39,580) (50,116)
---------- ----------
1,033,564 3,314,693
Pending acquisition costs........ 5,830 8,793
---------- ----------
$1,039,394 $3,323,486
========== ==========
</TABLE>

F-54
<PAGE> 133
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 7 -- LONG-TERM DEBT

Long-Term Debt consists of the following:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------- ---------
1997 1998
----------- ---------
<S> <C> <C>
Capstar Radio Note.................................... $ -- $ 372,703
10 3/4% Senior subordinated notes..................... 450,000 323,473
11 3/8% Senior subordinated notes..................... 566 566
Senior credit facility................................ 313,000 --
Capital lease obligations and other notes payable at
various interest rates.............................. 1,136 1,847
-------- ---------
764,702 698,589
Less: current portion................................. (610) (372,903)
-------- ---------
$764,092 $ 325,686
======== =========
</TABLE>

The aggregate contractual maturities of long-term debt for the years ending
December 31 are as follows: 1999 -- $372,903; 2000 -- $1,169; 2001 -- $378;
2002 -- $353; 2003 -- $313; thereafter -- $323,473.

The Capstar Radio Note is a $1,400,000 revolving credit agreement with
Capstar Radio, due on demand, with interest payable quarterly at an annual
floating rate equal to the per annum interest rate available to Capstar Radio
under its credit facility for revolving loans that are Eurodollar loans with a
three month interest period applicable thereto (7.7% at December 31, 1998).

Incidental to the SFX Merger, the Company repaid its senior credit
facility. No amounts are available under this facility.

On July 3, 1998, pursuant to the terms of the indenture governing the
Company's 10 3/4% Senior Subordinated Notes due 2006, the Company redeemed
$154,000 aggregate principal amount of the 10 3/4% senior subordinated notes for
an aggregate purchase price of $172,800 including a $16,600 redemption premium
and $2,200 of accrued interest. (The carrying value of the 10 3/4% senior
subordinated notes approximated their fair value at the date of redemption).

The SFX Merger resulted in a change of control under the indentures
governing the 10 3/4% senior subordinated notes and the Company's 11 3/8% Senior
Subordinated Notes due 2000 (in which case the Company is required to offer to
repurchase all outstanding notes at a specified price). Pursuant to change of
control offers to acquire all of the outstanding 10 3/4% senior subordinated
notes and 11 3/8% senior subordinated notes, each of which commenced on June 8,
1998, the Company purchased on July 10, 1998 $1,866 aggregate principal amount
of the 10 3/4% senior subordinated notes for an aggregate purchase price of
$1,915, including an $18 purchase premium and $31 of accrued interest (The
carrying value of the 10 3/4% senior subordinated notes approximated their fair
value at the date of redemption). No 11 3/8% senior subordinated notes were
tendered for repurchase.

To fund these purchases, Capstar Radio contributed $314,510 in cash to the
Company in exchange for stock of the Company.

To facilitate the Spin-Off, SFX Entertainment's 1998 acquisitions and its
financing thereof, the Company sought and obtained consents from the holders of
the 10 3/4% senior subordinated notes, holders of the 11 3/8% senior
subordinated notes and the holders of the Company's 12 5/8% Series E Cumulative
Exchangeable Preferred Stock. In connection with these consents, the Company
modified certain covenants. Fees and

F-55
<PAGE> 134
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

expenses of approximately $18,000 were incurred by the Company in connection
with the consent solicitations and were reimbursed by SFX Entertainment. Such
charges are included in non-recurring and unusual charges.

In May 1996, the Company completed the placement of $450.0 million in
aggregate principal amount of its 10 3/4% senior subordinated notes (the "Note
Offering"). Interest is payable semi-annually on May 15 and November 15. The
notes are uncollateralized obligations of the Company and are subordinate to all
senior debt of the Company. The Company incurred issuance costs totaling $15.3
million related to the Note Offering which were recorded as deferred financing
costs. The effective interest rate on the notes is approximately 9.1% after
giving effect to revaluation at June 1, 1998.

Concurrently with the closings of the Note Offering, the Company completed
a tender offer (the "Tender Offer") and related consent solicitation with
respect to its 11 3/8% senior subordinated notes. SFX repurchased approximately
$79.4 million in principal amount of the $80.0 million in principal amount of
the 11 3/8% senior subordinated notes outstanding in the Tender Offer. The
Company also entered into a supplemental indenture amending the terms of the
indenture pursuant to which the remaining 113/8% senior subordinated notes were
issued.

In March 1995, the Company entered into a $50.0 million senior credit
facility (the "Old Credit Facility"). On May 31, 1996 all amounts outstanding
under the Old Credit Facility were repaid.

In connection with the repurchase of the 11 3/8% senior subordinated notes
and the repayment of the Old Credit Facility, the Company recorded an
extraordinary loss on debt retirement of approximately $15.2 million to reflect
the cost of prepayment premiums and the write-off of debt issuance costs.

The 10 3/4% CCI Notes indenture contains restrictive provisions that, among
other things, limit the ability of CCI to incur additional indebtedness, pay
dividends or make certain other restricted payments, or merge or consolidate
with or sell all or substantially all of their assets to any other person.
Substantially, all of the assets of CCI are restricted.

The Company's 10 3/4% senior subordinated notes and 11 3/8% senior
subordinated notes are guaranteed by every direct and indirect subsidiary of the
Company. There are no non-guarantor subsidiaries. The guarantees by the
guarantor subsidiaries are full, unconditional, and joint and several. All of
the guarantor subsidiaries are wholly-owned. The Company is a holding company
with no assets, liabilities or operations other than its investment in its
subsidiaries. Separate financial statements of each guarantor have not been
included as management has determined that they are not material to investors.

NOTE 8 -- SHAREHOLDER'S EQUITY

Common Stock

In connection with the SFX Merger, the Company amended its charter to
provide for 10,210,000 shares of authorized stock consisting of 200,000 shares
of Class A Common Stock and 10,010,000 shares of preferred stock, par value
$0.01. Upon the filing of the new amendment all existing outstanding common
shares were immediately converted to .000064592 new Class A common shares. All
share information included in the accompanying consolidated financial statements
and notes thereto (with the exception of authorized shares) has been
retroactively adjusted to reflect the reverse split.

In May 1996, 2 shares of Class A Common Stock and 9 shares of Class B
Common Stock were repurchased from the Company's former President. In July 1997,
the Company repurchased .2 shares of Class A Common for $111. In addition, in
September 1997, the Company repurchased .03 shares of Class A Common Stock for
$19.

F-56
<PAGE> 135
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Stock Options

The Company has elected to follow APB Opinion No. 25, "Accounting for Stock
Issued to employees" and related interpretations in accounting for its employee
stock options, as opposed to the fair value accounting provided for under SFAS
No. 123, "Accounting for Stock-Based Compensation."

Under stock option plans adopted annually since 1993, stock options to
acquire Class A Common were granted to certain officers, key employees and other
key individuals who performed services for the Company. Options granted under
these plans were generally granted at option prices equal to the fair market
value of the Class A Common Stock on the date of grant. As such, under APB
Opinion No. 25, no expense was recorded in the statement of operations. Terms of
the options, determined by the Company, provided that the maximum term of each
options shall not exceed ten years and the options become fully exercisable
within five years of continued employment with the exception of certain options
granted to executives which were fully vested upon issuance.

Capstar Radio purchased and settled all outstanding options and warrants of
SFX resulting in SFX recording approximately $74,000 in expense and a
corresponding credit to paid-in capital.

The table below does not include the options issued in the MMR acquisition.

<TABLE>
<CAPTION>
1996 1997 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Options outstanding at beginning of
year.............................. 48.31 58.78 39.01
Option price........................ $201,263-$328,988 $201,263-$522,511 $201,263-$445,102
Options granted..................... 22.54 27.13 --
Options price....................... $421,879-$522,511 $433,490 --
Options exercised................... -- 46.90 9.91
Option price........................ -- $201,263-$522,511 $201,263-$445,102
Options repurchased or settled...... 12.08 -- 29.10
Option price........................ $201,263-$328,988 -- $201,263-$445,102
Options expired or canceled......... -- -- --
Options outstanding at end of
year.............................. 58.78 39.01 --
Option price........................ $201,263-$522,511 $201,263-$445,102 --
Options exercisable at end of
year.............................. 29.79 28.40 --
</TABLE>

F-57
<PAGE> 136
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 9 -- REDEEMABLE PREFERRED STOCK

Preferred stock consists of the following:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------- --------
1997 1998
----------- --------
<S> <C> <C>
Preferred Stock of the Company, $.01 par value, 10,010,000
shares authorized:
Series C Redeemable, 2,000 shares issued and outstanding in
1997, including accreted dividends of $197................ $ 1,730 $ --
Series D Cumulative Convertible Exchangeable Preferred
Stock, 2,990,000 shares issued and outstanding in 1997,
including accreted issuance costs of $878................. 145,149 --
Series E Cumulative Exchangeable Preferred Stock, 2,250,000
and 1,266,176 shares issued and 2,250,000 and 1,266,176
shares outstanding in 1997 and 1998, respectively, net of
issuance costs, includes accreted issuance costs of $951
in 1997................................................... 228,917 148,669
-------- --------
$375,796 $148,669
======== ========
</TABLE>

The Series C Redeemable Preferred Stock and Series D Cumulative Convertible
Exchangeable Preferred Stock were redeemed coincidental with the SFX Merger.

The shares of Series E Cumulative Exchangeable Preferred Stock (the "Series
E Preferred Stock") receive cumulative dividends equal to the rate of 12 5/8%
per annum which are paid by the Company on January 15 and July 15 of each year.
Dividends may be paid, at the Company's option, on any dividend payment date
occurring on or before January 15, 2002, either in cash or in additional shares
of Series E Preferred Stock having a liquidation preference equal to the amount
of such dividend. Subject to certain conditions, the shares of Series E
Preferred Stock are exchangeable in whole or in part, on a pro rata basis, at
the option of the Company, on any dividend payment date, for the Company's
12 5/8% Senior Subordinated Exchangeable Debentures due 2006 ("CCI Exchange
Notes"), provided that immediately after giving effect to any partial exchange,
there shall be outstanding Series E Preferred Stock with an aggregate
liquidation preference of not less than $50,000 and not less than $50,000 in
aggregate principal amount of CCI Exchange Notes. The Company is required,
subject to certain conditions, to redeem all of the Series E Preferred Stock
outstanding on October 31, 2006.

On July 3, 1998, pursuant to the terms of the certificate of designation
that governs the Series E Preferred Stock (the "CCI Certificate of
Designation"), the Company redeemed $119,600 aggregate liquidation preference,
or 1,196,011 shares, of the Series E Preferred stock for an aggregate purchase
price of $141,700, including a $15,100 redemption premium and $7,000 of accrued
dividends. (The carrying value of the Series E Preferred Stock approximated its
fair value at the date of redemption).

The SFX Merger resulted in a change of control under the CCI Certificate of
Designation (in which case the Company is required to offer to repurchase all
outstanding shares at a specified price). Pursuant to change of control offers
to acquire all of the outstanding Series E Preferred Stock, which commenced on
June 8, 1998, the Company purchased on July 10, 1998 $500 aggregate liquidation
preference, or 5,004 shares, of the Series E Preferred Stock for an aggregate
purchase price of $536, including a $5 purchase premium and $31 of accrued
dividends.

F-58
<PAGE> 137
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

To fund these purchases, Capstar Radio contributed $314,510 in cash to the
Company in exchange for stock of the Company.

The CCI Certificate of Designation contains restrictive provisions that,
among other things, limit the ability of CCI to incur additional indebtedness,
pay dividends or make certain other restricted payments, or merge or consolidate
with or sell all or substantially all of their assets to any other person.
Substantially all of the CCI assets are restricted.

NOTE 10 -- INCOME TAXES

The provisions for income taxes for the years ended December 31, 1996 and
1997 and the five and seven month periods ended May 31, 1998 and December 31,
1998, respectively are summarized as follows:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
---------------------------------- ------------------
FIVE MONTHS ENDED SEVEN MONTHS ENDED
MAY 31, DECEMBER 31,
1996 1997 1998 1998
------ ----- ----------------- ------------------
<S> <C> <C> <C> <C>
Current
Federal.................................. $ -- $ -- $ -- $ 24,896
State.................................... 1,190 990 310 4,000
------ ----- ----- --------
1,190 990 310 28,896
------ ----- ----- --------
Deferred
Federal.................................. -- -- -- (19,323)
State.................................... (710) (180) (100) (2,596)
------ ----- ----- --------
(710) (180) (100) (21,919)
------ ----- ----- --------
$ 480 $ 810 $ 210 $ 6,977
====== ===== ===== ========
</TABLE>

Prior to the SFX Merger, the Company filed a consolidated tax return for
federal income tax purposes. Subsequent to the SFX Merger, the Company is
included in the consolidated federal income tax return of its parent. As a
result of current losses, the benefit for which realization was not reasonably
assured, no federal tax provision was recorded for the years ended December 31,
1996 and 1997. The current income tax expense recorded during 1996, 1997 and
1998 is a result of current state and local income taxes in certain states where
subsidiaries file separate tax returns and state and federal income tax expense
for the seven months ended December 31, 1998 resulting primarily from taxable
gains on asset sales.

At December 31, 1998, the Company had total net operating loss
carryforwards of approximately $21,300 that will expire from 2007 through 2013,
which all result from net operating losses of acquired subsidiaries. The
acquired net operating losses are SRLY to the acquired subsidiaries that
generated the losses. Management considers that it is more likely than not that
a portion of these loss carryforwards will not ultimately be realized, and has
recorded a related valuation allowance as of December 31, 1998.

F-59
<PAGE> 138
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The significant components of the Company's deferred tax assets and
liabilities as of December 31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------- -----------
1997 1998
----------- -----------
<S> <C> <C>
Deferred tax assets:
Accounts receivable......................................... $ 860 $ 1,776
Net operating loss carryforwards............................ 23,965 8,123
Unamortized discount on long term debt...................... -- 11,719
Management service contract................................. 2,356 --
Other reserves.............................................. 113 --
National sales representative contract settlement........... 8,740 --
Accrued bonuses and other compensation...................... 1,563 --
--------- -----------
Total deferred tax assets................................... 37,597 21,618
Valuation allowance......................................... (21,876) (2,856)
--------- -----------
Net deferred tax assets........................... 15,721 18,762
Deferred tax liabilities:
Property and equipment and intangible asset basis
differences and related depreciation and amortization..... (118,402) (1,027,147)
--------- -----------
Total deferred tax liabilities.................... (118,402) (1,027,147)
--------- -----------
Net deferred tax liabilities...................... $(102,681) $(1,008,385)
========= ===========
</TABLE>

The 1996, 1997 and 1998 effective tax rates varied from the statutory
federal income tax rate as follows:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
--------------------------------------- ------------------
FIVE MONTHS ENDED SEVEN MONTHS ENDED
1996 1997 MAY 31, 1998 DECEMBER 31, 1998
-------- -------- ----------------- ------------------
<S> <C> <C> <C> <C>
Income taxes at the statutory rate.... $(16,924) $ (8,488) $(40,258) $6,068
Effect of non-recurring and unusual
charges............................. 6,875 6,781 11,325 --
Valuation allowance................... 9,859 13,977 -- --
Effect of nondeductible amortization
of intangibles...................... 264 295 -- --
Options and warrants.................. -- (12,380) 10,628 --
Utilization of net operating losses
through Spin-Off.................... -- -- 18,450 --
State and local income taxes (net of
federal benefit).................... 317 535 65 913
Other................................. 89 90 -- (4)
-------- -------- -------- ------
Total....................... $ 480 $ 810 $ 210 $6,977
======== ======== ======== ======
</TABLE>

In connection with the Spin-Off of SFX Entertainment (Note 1), the Company
entered into a tax sharing agreement with SFX Entertainment. Under the tax
sharing agreement, the parties have agreed to indemnify each other for any net
tax consequences resulting from inclusion of SFX Entertainment's tax attributes
in the consolidated federal income tax returns of the Company including any tax
liability to the Company resulting from the Spin-Off of SFX Entertainment (Note
1). The term of the tax sharing

F-60
<PAGE> 139
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

agreement is indefinite and includes provisions which consider the consequences
to the parties of future adjustments to tax liabilities, if any, which may be
required by taxing authorities related to past tax filings.

NOTE 11 -- COMMITMENTS AND CONTINGENCIES

On March 17, 1998, the parties entered into a Memorandum of Understanding,
pursuant to which the parties have reached an agreement providing for a
settlement of the action (the "Settlement"). Pursuant to the Settlement, SFX has
agreed not to seek an amendment to the merger agreement to reduce the
consideration to be received by the stockholders of SFX in the SFX Merger in
order to offset SFX Entertainment's indemnity obligations. The Settlement also
provides for SFX to pay plaintiff's counsel an aggregate of $950, including all
fees and expenses as approved by the court. The Settlement is conditioned on the
(a) consummation of the SFX Merger, (b) completion of the confirmatory discovery
and (c) approval of the court. Pursuant to the Settlement, the defendants have
denied, and continue to deny, that they have acted in bad faith or breached any
fiduciary duty. There can be no assurance that the court will approve the
Settlement on the terms and conditions provided for therein, or at all. The
parties currently are engaging in confirmatory discovery.

On July 13, 1998, Noddings Investment Group, Inc. and Noddings Warrant
Limited Partnership ("Noddings") filed Civil Action No. 16538 in the Court of
Chancery of the State of Delaware in and for New Castle County against CCI.
Noddings alleges that CCI breached a Warrant Agreement that Noddings contends
requires CCI to permit Noddings to exercise warrants in exchange for cash and
shares of stock of SFX Entertainment, Inc. Specifically, Noddings alleges that
CCI has violated the Warrant Agreement by permitting Noddings to receive cash in
exchange for its warrants, but refusing to convey shares of stock of SFX
Entertainment. In addition to suing on its own behalf, Noddings is seeking to
prosecute the action on behalf of a putative class comprised of all persons who
owned equivalent warrants on April 21, 1998 (the date immediately following the
record date of the distribution of the stock of SFX Entertainment to holders of
the stock of SFX) and their transferees and successors in interest. Noddings has
requested that the court (i) declare that on the exercise of its warrants CCI
transmit to plaintiffs and members of the class that it seeks to represent
$22.3725 in cash per warrant and 0.2983 shares of common stock of SFX
Entertainment per warrant, (ii) require CCI to pay 0.2983 shares of common stock
of SFX Entertainment per warrant and (if not previously paid) $22.3725 in cash,
to any putative class member that has exercised or exercises warrants after
April 20, 1998, (iii) in the alternative, award plaintiffs and members of the
putative class monetary damages in an amount to be determined at trial, and (iv)
award costs and attorney's fees.

In March 1999, the court issued an opinion dismissing two of Nodding's
counts and granting summary judgment in favor of Noddings on one count. The
court held that Noddings is entitled to 0.2983 shares of SFX Entertainment stock
per warrant. Capstar Communication intends to continue to defend this action
through a motion for reargument and if necessary an appeal.

F-61
<PAGE> 140
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The Company is subject to various other legal proceedings and claims that
arise in the ordinary course of its business. In the opinion of management, the
amount of ultimate liability with respect to these actions will not have a
material impact on the consolidated financial position or results of operations
or cash flows of the Company.

The Company has entered into various operating leases, broadcast rights
agreements and employment agreements. Total rent expense was $2,903, $5,403,
$2,251 and $2,442 for the years ended December 31, 1996 and 1997, the five
months ended May 31, 1998 and the seven months ended December 31, 1998,
respectively. The Company has historically entered into employment agreements
with certain officers and other key employees. Expenses under the contracts
approximated $19,748 for the year ended December 31, 1997 and $8,228 for the
five months ended May 31, 1998.

Future aggregate minimum payments under noncancelable operating leases
including broadcast rights agreements with initial terms of one year or more are
as follows as of December 31, 1998:

<TABLE>
<S> <C>
1999........................................................ $10,857
2000........................................................ 8,341
2001........................................................ 5,394
2002........................................................ 4,698
2003........................................................ 3,560
2004 and thereafter......................................... 10,503
</TABLE>

NOTE 12 -- RELATED PARTY TRANSACTIONS

Chancellor Media Transactions

Beginning in 1998, the Company retained Katz Media Group, Inc. ("Katz") as
its media representative to sell national spot advertising air time. Katz is a
wholly owned subsidiary of Chancellor Media. For the five months ended May 31,
1998 and the seven months ended December 31, 1998, the Company incurred $1.6
million and $2.3 million, respectively, for media representation services from
Katz.

Beginning in 1998, the Company broadcasts advertising over the Company's
portfolio of stations from the AMFM Radio Networks. The AMFM Radio Networks are
owned and operated by Chancellor Media. For the seven months ended December 31,
1998, the Company recorded $2.1 million in revenue relating to the AMFM Radio
Networks.

As stated in Note 4, in 1998, the Company began earning LMA revenue from
Chancellor Media under the Chancellor Exchange Agreement. For the seven months
ended December 31, 1998, the Company earned LMA fees of approximately $28,800
from the Chancellor Exchange Stations.

Prior to April 1996, SCMC, where Robert F.X. Sillerman, the Company's
former Executive Chairman, serves as Chairman of the Board of Directors and
Chief Executive Officer, had been engaged by the Company from time to time for
advisory services with respect to specific transactions. In April 1996, the
Company and SCMC entered into the SCMC Termination Agreement, pursuant to which
SCMC assigned to the Company its rights to provide services to, and receive fees
payable by each of, MMR and Triathlon in respect of such consulting and
marketing services to be performed on behalf of such companies, except for fees
related to certain transactions pending at the date of such agreement. In
addition, the Company and SCMC terminated the arrangement pursuant to which SCMC
performed financial consulting services for the Company. Upon consummation of
the MMR Merger, SCMC's agreement with MMR was terminated. Prior to consummation
of the MMR Merger, MMR paid an annual fee of $500 to SCMC and Triathlon paid
SCMC an annual fee of $300 (which increased to $500 effective January 1, 1997).
In addition, Triathlon has

F-62
<PAGE> 141
CAPSTAR COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY KNOWN AS SFX BROADCASTING, INC. AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

agreed to advance to SCMC an amount of $500 per year in connection with
transaction-related services to be rendered by SCMC. However, if the agreement
between SCMC and Triathlon is terminated or if an unaffiliated person acquires a
majority of the capital stock of Triathlon the unearned fees must be repaid.
Pursuant to the SCMC Termination Agreement, the Company has agreed to continue
to provide consulting and marketing services to Triathlon until the expiration
of their agreement on June 1, 2005, and not to perform any consulting or
investment banking services for any person or entity other than Triathlon in the
radio broadcasting industry or in any business which uses technology for the
audio transmission of information or entertainment. Pursuant to the SFX Merger,
the Company transferred the Triathlon consulting contract to SFX Entertainment.
In consideration of the foregoing agreements, the Company issued to SCMC
warrants to purchase up to 39 shares of Class A Common Stock at an exercise
price, subject to adjustment, of $522,511 per share (the market price at the
time the financial consulting arrangement was terminated). The Company also
forgave a $2.0 million loan made by the Company to SCMC, plus accrued and unpaid
interest thereon. Pursuant to such agreement, the former Chairman agreed with
the Company that he would supervise, subject to the direction of the Board of
Directors, the performance of the financial consulting and other services
previously performed by SCMC for the Company. During 1996, the Company received
fees of $292 from MMR and $511 from Triathlon. During 1997, the Company received
fees of $1,794 from Triathlon. In connection with this agreement, the Company
had a $44 receivable from Triathlon at December 31, 1997.

In 1996, the Company paid to SCMC advisory fees of $4,000 in connection
with the Liberty acquisition, the Prism acquisition, the Greenville acquisition,
the Jackson acquisitions, the Greensboro acquisition and the

F-63
<PAGE> 142

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
Commodore Media, Inc.

We have audited the accompanying consolidated statements of operations and
cash flows of Commodore Media, Inc. and Subsidiaries for the period from January
1, 1996 to October 16, 1996 and for the year ended December 31, 1995. These
consolidated statements of operations and cash flows are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated statements of operations and cash flows based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated statements of operations and
cash flows are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
statement of operations and cash flows. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated statement of operations and cash flows
presentation. We believe that our audits of the consolidated statements of
operations and cash flows provide a reasonable basis for our opinion.

In our opinion, the consolidated statements of operations and cash flows
referred to above present fairly, in all material respects the consolidated
statements of operations and cash flows of Commodore Media, Inc. and
Subsidiaries for the period from January 1, 1996 to October 16, 1996 and for the
year ended December 31, 1995, in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

New York, New York
February 10, 1997

F-64
<PAGE> 143

COMMODORE MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1996 YEAR ENDED
TO OCTOBER 16, DECEMBER 31,
1996 1995
--------------- ------------
<S> <C> <C>
Total revenue............................................... $ 34,826,060 $33,652,677
Less agency commissions................................... (2,869,014) (2,857,912)
------------ -----------
Net revenue................................................. 31,957,046 30,794,765
Operating expenses:
Programming, technical and news........................... 5,906,967 5,365,686
Sales and promotion....................................... 9,303,914 8,796,481
General and administrative................................ 6,081,262 4,870,463
Corporate expenses.......................................... 1,756,797 2,051,181
Depreciation and amortization............................... 2,157,750 1,926,250
Other expense............................................... 13,833,728 2,006,550
------------ -----------
Operating (loss) income..................................... (7,083,372) 5,778,154
Interest expense............................................ (8,860,958) (7,805,525)
Interest income............................................. 221,806 420,659
Other expenses, net......................................... 1,980,908 48,796
------------ -----------
Loss before provision for income taxes and extraordinary
loss...................................................... (17,703,432) (1,655,508)
Provision for income taxes.................................. 133,000 140,634
------------ -----------
Loss before extraordinary loss.............................. (17,836,432) (1,796,142)
Extraordinary loss on extinguishment of debt................ -- (443,521)
------------ -----------
Net loss.................................................... $(17,836,432) $(2,239,663)
============ ===========
</TABLE>

See accompanying notes.

F-65
<PAGE> 144

COMMODORE MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM YEAR ENDED
JANUARY 1, 1996 TO DECEMBER 31,
OCTOBER 16, 1996 1995
------------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(17,836,432) $ (2,239,663)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Loss on extinguishment of debt............................ -- 443,521
Depreciation and amortization............................. 2,157,750 1,926,250
Noncash interest.......................................... 3,315,669 2,673,829
Long-term incentive compensation.......................... 1,066,893 79,000
Non-cash compensation..................................... 12,731,587 --
Provision for uncollectible accounts and notes
receivable.............................................. 488,320 556,137
Loss on disposition of assets............................. -- 9,819
Net barter income......................................... (222,645) (184,300)
Initial public offering and pending merger expenses....... 1,909,648 --
Changes in assets and liabilities, net of amounts
acquired:
Increase in accounts receivable......................... (2,351,753) (1,847,015)
Increase in prepaid expenses and other current assets... (208,462) (88,787)
Decrease in accounts payable and accrued expenses....... (337,896) (158,855)
Decrease in accrued compensation........................ (496,177) (230,645)
Increase in accrued interest............................ 1,752,172 582,525
Increase (decrease) in accrued income taxes............. 20,952 (277,135)
------------ ------------
Total adjustments.................................. 19,826,058 3,484,344
------------ ------------
Net cash provided by operating activities................... 1,989,626 1,244,681
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of loan by stockholder............................ 250,375 182,988
Purchase of property, plant and equipment................... (448,677) (320,980)
Payments for acquisitions................................... (31,900,000) (3,100,000)
Deferred acquisition costs incurred......................... (1,326,673) (417,020)
Deposits on pending acquisitions............................ (745,000) (525,000)
Loans to employees.......................................... -- (315,863)
Other investing activities, net............................. (187,528) 87,528
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES....................... (34,357,503) (4,408,347)
Cash flows from financing activities Proceeds from issuance
of Senior Notes and warrants.............................. -- 64,956,422
Proceeds from Existing Credit Facility...................... 18,700,000 --
Net proceeds from issuance of preferred stock............... 9,822,520 --
Proceeds from issuance of common stock...................... -- 100
Payment of initial public offering and merger expenses...... (1,007,297) --
Repayment of amounts borrowed............................... -- (39,014,833)
Payment of financing related costs.......................... (781,170) (4,226,762)
Redemption of preferred stock............................... -- (8,665,835)
Purchase of redeemable warrant.............................. -- (1,000,000)
Repurchase of common stock.................................. -- (25,000)
Principal payments on capital leases........................ (9,812) (11,186)
------------ ------------
Net cash provided by financing activities................... 26,724,241 12,012,906
------------ ------------
Net (decrease) increase in cash and short-term cash
investments............................................... (5,643,636) 8,849,240
Cash and short-term cash investments at beginning of
period.................................................... 10,891,489 2,042,249
------------ ------------
Cash and short-term cash investments at end of period....... $ 5,247,853 $ 10,891,489
============ ============
SUPPLEMENTARY CASH FLOW INFORMATION
Cash paid for interest...................................... $ 3,793,117 $ 4,474,789
Cash paid for income taxes.................................. $ 112,049 $ 417,769
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Asset acquisitions recorded in connection with barter
transactions.............................................. $ 189,982 $ 112,636
</TABLE>

See accompanying notes.

F-66
<PAGE> 145

COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND MERGER AGREEMENT

Organization and Nature of Business

Commodore Media, Inc. and Subsidiaries (the "Company") is comprised of
radio stations that derive their revenue from local, regional and national
advertisers. The radio stations are located in the following markets:
Wilmington, Delaware; Hartsdale, Brewster, Patterson, Mt. Kisco, New York;
Huntington, West Virginia -- Ashland, Kentucky; Allentown -- Bethlehem,
Pennsylvania; Fort Pierce -- Stuart -- Vero Beach, Florida; and Fairfield
County, Connecticut. The Company extends credit to its customers in the normal
course of business.

Merger Agreement

On October 16, 1996, the Company was acquired pursuant to a merger
agreement dated June 21, 1996 with Capstar Broadcasting Partners, Inc.
("Capstar") (the "Merger"), which is an indirect subsidiary of Hicks, Muse, Tate
& Furst Equity Fund III, L.P. The holders of Class A Common Stock and Class B
Common Stock, the holders of employee stock options and the holders of warrants
received $140 per share as consideration for the merger less, in the case of
option and warrant holders, the exercise price per share. In addition, the
Senior Exchangeable Redeemable Preferred Stock, Series A, $.01 par value per
share was redeemed, including all accrued and unpaid dividends.

The Company recognized as other expense approximately $12.7 million in
stock option compensation expense, and approximately $1.4 million of merger
related fees and expenses during the period ended October 16, 1996 in connection
with the Merger.

As a result of the Merger and the change of control effected thereby, the
Company was obligated to satisfy the existing deferred compensation and
employment agreements with its then President and Chief Executive Officer and
its deferred compensation agreement with its then Chief Operating Officer
resulting in a charge to other expense of approximately $1.1 million during the
period ended October 16, 1996. Furthermore, the Company was required to make an
offer to purchase the outstanding 13 1/4% Senior Subordinated Notes due 2003 at
a purchase price equal to 101% of their accreted value, plus any accrued and
unpaid interest. No requests for repurchase were made by the note holders.

As a result of the Merger, the Company did not proceed with its previously
announced intention to undertake an initial public equity offering and has,
therefore, withdrawn its registration statement filed on Form S-1 on May 17,
1996 with the Securities and Exchange Commission. Included in other expenses
during the period ended October 16, 1996 are approximately $525,000 in various
fees and expenses incurred in connection with this filing.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and all subsidiaries, after elimination of intercompany accounts and
transactions.

Short-Term Cash Investments

The Company considers investments which have a remaining maturity of three
months or less at the time of purchase to be short-term cash investments.

Income Taxes

The Company accounts for income taxes in accordance with FASB Statement No.
109, "Accounting for Income Taxes." Under this method, deferred income taxes are
provided for differences between the book and tax bases of assets and
liabilities.

F-67
<PAGE> 146
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

Risks and Uncertainties

The preparation of consolidated statements of operations and cash flows in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

The Company's revenue is principally derived from local broadcast
advertisers who are impacted by the local economy. The Company routinely
assesses the financial strength of its customers. Credit losses are provided for
in the consolidated statements of operations and cash flows in the form of an
allowance for doubtful accounts.

Accounting Periods

The Company maintains its interim consolidated statements of operations and
cash flows based upon the broadcast month end which always ends on the last
Sunday of the calendar month or quarter. The Company's fiscal year end and
fourth quarter ends on December 31.

Property, Plant and Equipment

Depreciation is provided for property, plant and equipment on the
straight-line method based on the following estimated useful lives:

<TABLE>
<CAPTION>
ESTIMATED LIFE
CLASSIFICATION (YEARS)
-------------- --------------
<S> <C>
Land improvements........................................... 20
Buildings................................................... 20
Furniture, fixtures and equipment........................... 7-10
Broadcasting and technical equipment........................ 7-10
Towers and antennas......................................... 20
Music library............................................... 7
Leasehold improvements...................................... 10-20
Vehicles.................................................... 3
</TABLE>

Expenditures for maintenance and repairs are charged to operations as
incurred. Depreciation as a charge to income amounted to approximately $730,000
for the period ended October 16, 1996, and approximately $832,000 for the year
ended December 31, 1995.

Property Held Under Capital Leases

The Company is the lessee of office equipment under capital leases expiring
in various years through 2004. The capital leases are depreciated over their
estimated productive lives of seven to ten years. Total rent expense was
approximately $383,000 for the period ended October 16, 1996 and approximately
$332,000 for the year ended December 31, 1995.

Revenue Recognition

The Company recognizes revenue upon the airing of advertisements.

F-68
<PAGE> 147
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

Intangible Assets

Intangible assets are being amortized by the straight-line method over the
following estimated useful lives:

<TABLE>
<CAPTION>
ESTIMATED LIFE
CLASSIFICATION (YEARS)
-------------- --------------
<S> <C>
FCC licenses and goodwill................................... 40
Organization expenses....................................... 5
Network affiliation agreement............................... 5
Covenant not to compete..................................... 5
Tower site lease............................................ 3
Contract rights............................................. 3
Software.................................................... 3
Pre-sold advertising contracts.............................. 1
</TABLE>

Amortization of the aforementioned intangible assets included as a charge
to income amounted to approximately $592,000 for the period ended October 16,
1996, and approximately $506,000 for the year ended December 31, 1995.
Amortization of FCC licenses and goodwill amounted to approximately $501,000 for
the period ended October 16, 1996, and approximately $588,000 for the year ended
December 31, 1995.

Deferred Charges

Legal fees, bank loan closing costs and other expenses associated with debt
financing are being amortized using the effective interest rate method.
Amortization of debt expense charged to operations and included in interest
expense amounted to approximately $450,000 for the period ended October 16, 1996
and approximately $385,000 for the year ended December 31, 1995.

Advertising Costs

The Company expenses advertising costs related to its radio station
operations as incurred. Advertising expense amounted to approximately $557,000
for the period ended October 16, 1996 and approximately $754,000 for the year
ended December 31, 1995.

Barter Transactions

The fair value of barter and trade-out transactions is included in
broadcast revenue and sales and promotion expense. Barter revenue is recorded
when advertisements are broadcast and barter expense is recorded when
merchandise or services are received. Barter transactions charged to operations
were as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1996 TO YEAR ENDED
OCTOBER 16, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Trade sales......................................... $3,204,468 $ 3,238,111
Trade expense....................................... (2,981,823) (3,053,811)
---------- -----------
Net barter transactions............................. $ 222,645 $ 184,300
========== ===========
</TABLE>

F-69
<PAGE> 148
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

2. LONG-TERM DEBT

AT&T Senior Credit Facility

On March 13, 1996, the Company entered into a Senior Credit Facility with
AT&T Commercial Finance Corporation ("AT&T") pursuant to which AT&T will make
available to the Company senior secured (i) revolving loans in an amount up to
$30.0 million and (ii) accounts receivable loans in an amount which shall be the
lesser of (a) $5.0 million or (b) 85% of the net book value of the accounts
receivable of the Company (the "AT&T Senior Credit Facility"). The indebtedness
to AT&T is collateralized by the tangible and intangible assets and the capital
stock of all the Company's subsidiaries. Interest is payable monthly at a rate
of 3.5% over LIBOR (8.94% at October 16, 1996) and principal amortization of the
revolving loans and accounts receivable loans begins June 1, 1998 and November
30, 1997, respectively. The Company pays a commitment fee of 25% every six
months on the unused commitment.

Senior Subordinated Notes

The Senior Subordinated Notes bear cash interest at a rate of 7 1/2% per
annum on the principal amount until May 1, 1998 then at a rate of 13 1/4% per
annum until maturity, with interest payment dates on May 1 and November 1.

In 1995, the Company wrote off the balance of the unamortized deferred
financing costs on its retired debt of $443,521. Inasmuch as the Company had no
current federal taxable income and had fully reserved for its net deferred tax
assets, there was no tax effect attributable to this extraordinary item.

3. PREFERRED STOCK

Senior Exchangeable Redeemable Preferred Stock

On May 1, 1996, the Company entered into a Securities Purchase Agreement
with CIBC WG Argosy Merchant Fund 2, LLC ("CIBC Merchant Fund"), pursuant to
which the CIBC Merchant Fund agreed to purchase from the Company, if and when
requested by the Company, up to an aggregate liquidation value of $12,500,000 of
Senior Exchangeable Redeemable Preferred Stock, Series A, $01 par value per
share, of the Company in such amounts as the Company requested (the "Preferred
Stock Facility"). In connection with the Stamford Acquisition on May 30, 1996
and the Florida Acquisition on May 31, 1996 (see Note 4), the Company issued
5,700 shares and 4,300 shares, respectively, of Preferred Stock for an aggregate
purchase price of $10,000,000. The Preferred Stock accrued cash dividends at the
rate of 8% per annum and was redeemed, including accrued dividends, in
connection with the Merger on October 16, 1996. In connection with the Preferred
Stock Facility, the Company issued to the CIBC Merchant Fund a warrant to
purchase 7,550 shares of the Company's Class A Common Stock, at an exercise
price of $01 per warrant, which were valued in the aggregate at the date of
issue at $981,500. This warrant was redeemed in connection with the Merger for
$140 per share less the exercise price.

4. CONSUMMATED ACQUISITIONS

On October 16, 1996, the Company purchased certain defined assets of radio
stations WKEE-FM and WKEE-AM in Huntington, West Virginia, WZZW-AM in Milton,
West Virginia, WBVB-FM in Coal Grove, Ohio and WIRO-AM in Ironton, Ohio from
Adventure Communications, Inc. for approximately $7.7 million and certain
defined assets of WFXN-FM in Milton, West Virginia and WMLV-FM in Ironton, Ohio
for approximately $4.3 million. The transactions were funded with borrowings
from the AT&T Senior Credit Facility and with funds provided from Capstar. The
Company provided programming to these stations under Local Marketing Agreement
("LMA") effective April 1996 until the purchase date. In

F-70
<PAGE> 149
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

addition, the Company has an option to purchase WHRD-AM in Huntington, West
Virginia and provides programming services to the station under an LMA
arrangement.

On May 31, 1996, the Company purchased certain defined assets of radio
stations WBBE-FM (formerly WKQS-FM), WAVW-FM and WAXE-AM in the Fort
Pierce-Stuart-Vero Beach, Florida market from Media VI for $8.0 million (the
"Florida Acquisition"). The transaction was funded with borrowings from the AT&T
Senior Credit Facility and funds from the Preferred Stock Facility. The Company
sold advertising time on these stations under a Joint Service Agreement from
February 1996 until the purchase date.

On May 30, 1996, the Company purchased certain defined assets of radio
stations WKHL-FM and WSTC-AM in Stamford, Connecticut from Q Broadcasting, Inc.
for $9.5 million (the "Stamford Acquisition") The transaction was financed with
borrowings from the AT&T Senior Credit Facility and funds from the Preferred
Stock Facility.

On March 27, 1996, the Company purchased (i) certain defined assets of
radio stations WZZN-FM in Mount Kisco, New York, WAXB-FM in Patterson, New York
and WPUT-AM in Brewster, New York from Hudson Valley Growth, L.P. for $5.0
million and (ii) all of the issued and outstanding common stock of Danbury
Broadcasting, Inc., owner of WRKI-FM, and WINE-AM in Brookfield, Connecticut,
plus certain real property for $10.0 million. The transaction was financed with
the Company's existing cash and borrowings under the AT&T Senior Credit
Facility. The Company provided programming to these stations under LMAs from
October 1995 until the purchase date.

On June 27, 1995, the Company purchased the assets (excluding cash and
accounts receivable) and broadcasting license of radio broadcast station WQOL-FM
in Vero Beach, Florida for a total purchase price of approximately $3.0 million.

Unaudited pro forma results of operations for the Company as if the
aforementioned acquisitions had been consummated on January 1, 1995 are as
follows (in thousands):

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1996 TO YEAR ENDED
OCTOBER 16, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Net revenue.......................................... $31,505 $38,483
Net loss before extraordinary loss................... (4,037) (3,673)
Net loss............................................. (4,037) (4,117)
</TABLE>

5. INCOME TAXES

The Company has recorded a provision for income taxes as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1996 TO YEAR ENDED
OCTOBER 16, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Current:
Federal............................................ $ -- $ --
State and local.................................... 133,000 140,634
Deferred:
Federal............................................ -- --
State and local.................................... -- --
-------- --------
Total...................................... $133,000 $140,634
======== ========
</TABLE>

F-71
<PAGE> 150
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

The Company did not record a federal tax benefit on the taxable loss for
the period ended October 16, 1996 or for the year ended December 31, 1995 since
it was not assured that they could realize a benefit for such losses in the
future.

The Company received Internal Revenue Service approval and changed its tax
method of accounting for Federal Communications Commission ("the FCC") licenses
for the tax year ended December 31, 1995. The aggregate amount of cumulative
amortization that will be deductible ratably over six taxable years for the
Company and for tax purposes is approximately $12.1 million.

The reconciliation of income tax computed at the U.S. federal statutory
rates to effective income tax expense is as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1996 TO YEAR ENDED
OCTOBER 16, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Provision at statutory rate........................ $(1,184,000) $(734,695)
State and local taxes.............................. 133,000 140,634
Nondeductible expense.............................. 33,800 8,286
Increase in valuation allowance, net of rate
changes.......................................... 1,150,200 726,409
Alternative minimum tax............................ -- --
----------- ---------
Total.............................................. $ 133,000 $ 140,634
=========== =========
</TABLE>

6. EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with several executives
of the Company including its President and Chief Executive Officer, its
Executive Vice President and Chief Financial Officer and its Executive Vice
President and General Counsel. The agreements generally provide for terms of
employment, annual salaries, bonuses, eligibility for option awards and
severance benefits.

Effective January 1, 1994, the Company entered into an agreement with its
then President and Chief Executive Officer under which he would be employed in
that capacity through 1996 and provided for annual salary requirements and
bonuses, and a Long-Term Incentive Payment ("LTIP"). In lieu of the LTIP, the
Company paid the then President $1.5 million in cash, issued $1.3 million
principal ($1.1 million net of discount) of Senior Subordinated Notes to a trust
for his benefit and agreed to provide $1.5 million in deferred compensation
which accrues interest at a rate of 7% and is payable in 2003. The Company
recorded the deferred compensation on April 21, 1995 at its calculated net
present value of $921,000. The aggregate effect of the employment agreement
restructuring was to charge $1.8 million to long-term incentive compensation
expense during 1995. In addition, the then President's amended employment
agreement extended his date of employment through April 30, 1998, granted stock
options to him to acquire 28,313 shares of Class A Common Stock at an exercise
price of $45 per share and provided for annual bonuses based upon specific
operating results of Capstar Radio.

The Company also amended its then existing employment agreement with its
then Chief Operating Officer on April 21, 1995. The prior employment agreement
provided for a long-term incentive based upon the increase in certain station
values. The amended employment agreement provided for a cash payment of $400,000
on April 21, 1995 and deferred compensation of $346,000 which accrues interest
at a rate of 7% and is payable in 2003. The Company recorded the deferred
compensation on April 21, 1995 at its calculated net present value of $213,000.
The aggregate effect of the employment agreement restructuring was to charge
$188,800 to long-term incentive compensation expense during 1995. In addition,
the amended employment agreement extended his date of employment through April
30, 1999, granted stock options to acquire
F-72
<PAGE> 151
COMMODORE MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
AND CASH FLOWS -- (CONTINUED)

28,313 shares of Class A Common Stock at an exercise price of $45 per share and
provides for annual bonuses based upon specific operating results of the
Company.

As a result of the Merger and the change of control effected thereby, the
Company was obligated to satisfy the existing deferred compensation and
employment agreements with its then President and Chief Executive Officer and
its deferred compensation agreement with its then Chief Operating Officer,
resulting in an additional charge to operations of approximately $1.1 million
which was recorded in the period ended October 16, 1996. Furthermore, all stock
options for the aforementioned officers, as well as for all holders, were
redeemed at $140 per share, less the exercise price of $45 per share at the time
of the Merger. The Company's then President and Chief Executive Officer resigned
his position effective October 16, 1996 as required by the Merger Agreement.

7. RELATED PARTY TRANSACTIONS

During the period ended October 16, 1996 and the year ended December 31,
1995, the Company paid the majority stockholder a salary of approximately
$185,000 and $175,000, respectively.

F-73
<PAGE> 152

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Capstar Broadcasting Partners, Inc.

Our report on the consolidated financial statements of Capstar Broadcasting
Partners, Inc. and Subsidiaries is included in this Form 10-K. In connection
with our audits of such consolidated financial statements, we have also audited
the related financial statement schedules of Capstar Broadcasting Partners, Inc.
and Subsidiaries herein.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

PRICEWATERHOUSECOOPERS LLP

Austin, Texas
February 26, 1999

F-74
<PAGE> 153

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

SCHEDULE I

PARENT COMPANY CONDENSED BALANCE SHEETS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1998
-------- ----------
<S> <C> <C>
Prepaids and other current assets........................... $ -- $ 14
-------- ----------
Total current assets.............................. -- 14
Investment in subsidiaries, at equity....................... 461,315 1,746,262
Due from subsidiaries....................................... 7,785 --
Due from parent............................................. -- 796
Property and equipment, net................................. 1,212 1,045
Intangible assets, net...................................... 8,001 7,239
Deferred income taxes....................................... 7,084 15,694
Other assets................................................ 37 40
-------- ----------
Total assets...................................... $485,434 $1,771,090
======== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Income taxes payable........................................ $ -- $ 242
-------- ----------
Total current liabilities......................... -- 242
Due to subsidiaries......................................... -- 1,951
Due to parent............................................... 1,081 --
Long-term debt.............................................. 166,991 189,044
-------- ----------
Total liabilities................................. 168,072 191,237
-------- ----------
Redeemable preferred stock.................................. 101,493 113,699
Stockholder's equity:
Common Stock, Class A, voting............................. 2,796 2,796
Additional paid-in capital................................ 262,161 1,577,380
Unearned compensation..................................... -- (4,893)
Accumulated deficit....................................... (49,088) (109,129)
-------- ----------
Total stockholder's equity........................ 215,869 1,466,154
-------- ----------
Total liabilities and stockholder's equity........ $485,434 $1,771,090
======== ==========
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.

F-75
<PAGE> 154

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

SCHEDULE I
PARENT COMPANY CONDENSED STATEMENTS OF OPERATIONS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PERIOD FROM INCEPTION YEAR ENDED DECEMBER 31,
(OCTOBER 11, 1996) ------------------------
THROUGH DECEMBER 31, 1996 1997 1998
------------------------- ---------- ----------
<S> <C> <C> <C>
Equity in losses of consolidated subsidiaries.... $(6,710) $(28,007) $(45,673)
Corporate expenses............................... -- -- 181
Depreciation and amortization.................... 296 131 259
Interest expense................................. (2,421) (18,972) (22,751)
Interest income.................................. -- 365 40
------- -------- --------
Loss before benefit for income taxes... (9,427) (46,745) (68,824)
Benefit for income taxes......................... -- 7,084 8,783
------- -------- --------
Net loss............................... $(9,427) $(39,661) $(60,041)
======= ======== ========
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.

F-76
<PAGE> 155

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

SCHEDULE I

PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(OCTOBER 11, YEAR ENDED DECEMBER 31,
1996) 1997 1998
THROUGH -----------------------
DECEMBER 31, 1996 1997 1998
----------------- --------- -----------
<S> <C> <C> <C>
Net cash provided by (used in) operating
activities....................................... $ 3,085 $ (363) $ 8,775
--------- --------- -----------
Cash flows from investing activities:
Investment in subsidiaries....................... -- (317,279) (1,343,693)
Distributions from subsidiaries.................. -- -- 245,941
Acquisition of subsidiary........................ (128,339) -- --
Purchase of property and equipment............... (535) (719) (88)
Other investing, net............................. -- -- 60
--------- --------- -----------
Net cash used in investing activities.... (128,874) (317,998) (1,097,780)
--------- --------- -----------
Cash flows from financing activities:
Dividend paid to parent.......................... -- -- (250,161)
Proceeds from issuance of long-term debt......... 35,000 150,284
Repayment of long-term debt...................... -- (35,000) --
Proceeds from issuance of preferred stock........ -- 95,071 --
Proceeds from issuance of common stock........... 94,155 115,737
Payment of financing related costs............... (2,706) (8,391) --
Equity contributions by parent................... -- -- 1,339,166
--------- --------- -----------
Net cash provided by financing
activities............................. 126,449 317,701 1,089,005
--------- --------- -----------
Net increase (decrease) in cash and cash
equivalents...................................... 660 (660) --
Cash and cash equivalents at beginning of period... -- 660 --
--------- --------- -----------
Cash and cash equivalents at end of period......... $ 660 $ -- $ --
========= ========= ===========
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements

F-77
<PAGE> 156

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

SCHEDULE I

NOTES TO PARENT COMPANY CONDENSED FINANCIAL STATEMENTS
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. GENERAL

The accompanying condensed financial statements of Capstar Broadcasting
Partners, Inc. (the "Company") should be read in conjunction with the
consolidated financial statements of the Company and its subsidiaries included
in the Company's Annual Report on Form 10-K.

2. OBLIGATIONS, GUARANTEES AND COMMITMENTS

The Company has guaranteed the obligations under a senior credit facility
of its subsidiary Capstar Radio Broadcasting Partners, Inc. Such obligations
prohibit the subsidiary from making loans or transfers or paying dividends to
the Company without the consent of the lenders subject to certain provisions in
the senior credit facility. See Note 14 to consolidated financial statements
regarding these obligations.

3. OTHER

See Notes 10 and 11, respectively, to consolidated financial statements for
a description of the long-term debt and redeemable preferred stock of the
Company.

F-78
<PAGE> 157

CAPSTAR BROADCASTING PARTNERS, INC. AND SUBSIDIARIES

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ADDITIONS
BALANCE ---------------------- DEDUCTIONS
AT CHARGED TO ---------- BALANCE
BEGINNING COSTS AND AMOUNTS DIRECT AT END
DESCRIPTION OF PERIOD EXPENSES ACQUIRED WRITE-OFFS OF PERIOD
----------- --------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
12/31/96............................. $ 136 $ 661 $ 733 $ 363 $1,167
Allowance for doubtful accounts
12/31/97............................. 1,167 2,044 1,355 1,677 2,889
Allowance for doubtful accounts
12/31/98............................. 2,889 5,916 4,747 5,200 8,352
</TABLE>

F-79
<PAGE> 158

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.8.1 -- Indenture, dated October 7, 1993, between SFX and
Chemical Bank, as trustee, governing SFX's 11 3/8% Senior
Subordinated Notes due 2000 (the "11 3/8% SFX
Indenture").(11)
4.8.2 -- First Supplement to 11 3/8% SFX Indenture.(9)
10.1.1 -- Credit Agreement, dated May 29, 1998, among Capstar
Radio, Capstar Partners, Capstar Broadcasting and the
financial institutions party thereto.(12)
10.1.2 -- First Amendment to Credit Agreement.(25)
10.2 -- Financial Advisory Agreement, dated as of July 1, 1997,
between Capstar Broadcasting and Hicks, Muse & Co.
Partners, L.P. ("HMCo").(5)
10.3 -- Financial Advisory Agreement, dated as of October 16,
1996, between Capstar Partners and HMCo.(3)
10.4 -- Monitoring and Oversight Agreement, dated as of July 1,
1997, between Capstar Broadcasting and HMCo.(5)
10.5 -- Monitoring and Oversight Agreement, dated as of October
16, 1996, between Capstar Partners and HMCo.(3)
10.6 -- Form of Indemnification Agreement between Capstar
Broadcasting and each of its directors and officers.(5)
10.7.1 -- Employment Agreement, dated February 14, 1997, between
Capstar Partners and R. Steven Hicks.(3)+
10.7.2 -- First Amendment to Employment Agreement, effective July
1, 1997, between R. Steven Hicks, Capstar Partners, and
Capstar Broadcasting.(13)+
10.7.3 -- Second Amendment to Employment Agreement.(25)+
10.8.1 -- Employment Agreement, dated July 1, 1997, between Capstar
Broadcasting and Paul D. Stone.(5)+
10.8.2 -- First Amendment to Employment Agreement.(25)+
10.9.1 -- Employment Agreement dated July 1, 1997, between Capstar
Broadcasting and William S. Banowsky, Jr.(5)+
10.9.2 -- First Amendment to Employment Agreement.(25)+
10.10.1 -- Employment Agreement between GulfStar Communications,
Inc. and John D. Cullen.(14)+
10.10.2 -- First Amendment to Employment Agreement between GulfStar
Communications, Inc. and John D. Cullen.(4)+
10.11 -- Not Used
10.12.1 -- Amended and Restated Capstar Broadcasting Corporation
1998 Stock Option Plan.(16)+
10.12.2 -- First Amendment to Amended and Restated Capstar
Broadcasting Corporation 1998 Stock Option Plan.(25)+
10.13.1 -- Form of Incentive Stock Option Agreement.(5)+
10.13.2 -- Form of Non-Qualified Stock Option Agreement for
Employees.(5)+
10.13.3 -- Form of Non-Qualified Stock Option Agreement for
Non-Employees.(14)+
10.14.1 -- Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Partners, Hicks Muse, R. Steven Hicks and
the security holders listed therein.(3)
</TABLE>
<PAGE> 160

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.14.2 -- First Amendment and Supplement to Affiliate Stockholders
Agreement, dated January 27, 1997, by and among Capstar
Partners, the securityholders listed therein and Hicks
Muse.(3)
10.14.3 -- Second Amendment to Affiliate Stockholders Agreement,
dated February 20, 1997, by and among Capstar Partners,
the security holders listed therein and Hicks Muse.(17)
10.14.4 -- Third Amendment to Affiliate Stockholders Agreement,
dated June 20, 1997, by and among Capstar Broadcasting,
Capstar Partners, the security holders listed therein and
Hicks Muse.(5)
10.14.5 -- Fourth Amendment to Affiliate Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
Capstar Partners, the securityholders listed therein and
Hicks Muse.(2)
10.15.1 -- Management Stockholders Agreement, dated November 26,
1996, among Capstar Partners, the securityholders listed
therein and Hicks Muse.(3)
10.15.2 -- First Amendment to Management Stockholders Agreement,
dated January 27, 1997, by and among Capstar Partners and
the securityholders listed therein.(3)
10.15.3 -- Second Amendment to Management Stockholders Agreement,
dated June 20, 1997, by and among Capstar Broadcasting,
Capstar Partners, the security holders listed therein and
Hicks Muse.(5)
10.15.4 -- Third Amendment to Management Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
Capstar Partners, the securityholders listed therein and
Hicks Muse.(2)
10.16 -- Amended and Restated GulfStar Stockholders Agreement,
dated May 18, 1998, by and among Capstar Broadcasting,
the security holders listed therein, and Hicks Muse.(2)
10.17.1 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 323,120 shares of Class C Common
Stock.(12)+
10.17.2 -- Amendments to Warrants of R. Steve Hicks.(25)+
10.18 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 255,317 shares of Class C Common
Stock.(12)+
10.19 -- Amended and Restated Warrant, dated April 1, 1998, issued
to R. Steven Hicks for 930,000 shares of Class C Common
Stock.(12)+
10.20.1 -- Stock Purchase Agreement, dated June 12, 1997, by and
among Capstar Acquisition Company, Inc., Capstar
Partners, Patterson Broadcasting, Inc. and the selling
stockholders named therein (the "Patterson Stock Purchase
Agreement").(5)
10.20.2 -- First Amendment to Patterson Stock Purchase
Agreement.(14)
10.20.3 -- Second Amendment to Patterson Stock Purchase
Agreement.(18)
10.20.4 -- Third Amendment to Patterson Stock Purchase
Agreement.(18)
10.20.5 -- Fourth Amendment to Patterson Stock Purchase
Agreement.(18)
10.21 -- Agreement and Plan of Merger, dated June 16, 1997, by and
among GulfStar Communications, Inc., Capstar
Broadcasting, CBC-GulfStar Merger Sub, Inc. and the
stockholders listed therein.(5)
10.22.1 -- Agreement and Plan of Merger, dated August 24, 1997, by
and among SBI Holding Corporation, SBI Radio Acquisition
Corporation and SFX Broadcasting, Inc. (The "SFX Merger
Agreement").(19)
</TABLE>
<PAGE> 161

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.22.2 -- Amendment No. 1 to SFX Merger Agreement.(7)
10.22.3 -- Amendment No. 2 to the SFX Merger Agreement (20)
10.23.1 -- Letter Agreement, dated February 20, 1998 between
Chancellor Media Corporation of Los Angeles and Capstar
Broadcasting ("Chancellor Letter Agreement").(21)
10.23.2 -- Amendment to Chancellor Letter Agreement.(24)
10.24 -- Form of Time Brokerage Agreement with Chancellor Media
Corporation.(24)
10.25.1 -- Capstar Broadcasting Corporation Pledge Agreement, dated
May 29, 1998, between Capstar Broadcasting and Chancellor
Media Corporation of Los Angeles.(12)
10.25.2 -- Note, dated May 29, 1998, due to Chancellor Media
Corporation.(12)
10.26 -- Warrant, dated April 1, 1998, issued to R. Steven Hicks
for 187,969 shares of Class C Common Stock.(12)
10.27 -- Warrant, dated April 1, 1998, issued to R. Steven Hicks
for 500,000 shares of Class C Common Stock.(12)
10.28.1 -- Letter of Credit Agreement, dated February 12, 1998
between R. Steven Hicks and Banker's Trust Company.(23)
10.28.2 -- Guaranty and Purchase Agreement, dated February 12, 1998
made by Capstar Radio in favor of Banker's Trust
Company.(23)
10.28.3 -- Letter Agreement between R. Steven Hicks and Capstar
Broadcasting.(25)
10.29.1 -- Warrant, dated April 1, 1998, issued to Paul D. Stone for
150,000 shares of Class A Common Stock.(12)+
10.29.2 -- First Amendment to Warrant.(25)+
10.30.1 -- Warrant, dated April 1, 1998, issued to William S.
Banowsky, Jr. for 150,000 shares of Class A Common
Stock.(12)+
10.30.2 -- First Amendment to Warrant.(25)+
10.31 -- Agreement and Plan of Merger, dated July 23, 1998, among
Capstar Radio, TBC Radio Acquisition Corp. and Triathlon
Broadcasting Company.(15)
10.32 -- Letter Agreement, dated January 2, 1998, between Capstar
Broadcasting and Chancellor Media Corporation of Los
Angeles regarding the AMFM Network.(25)
10.33 -- Master Agreement, dated March 6, 1997, between Katz
Communications, Inc., Capstar Partners and Gulfstar
Communications.(25)
21.1 -- List of Subsidiaries.*
27.1 -- Financial Data Schedule.*
</TABLE>

- - ---------------

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

(1) Incorporated by reference to Schedule 13D/A filed by Thomas O. Hicks, et
al. on September 3, 1998, File No. 000-54151.

(2) Incorporated by reference to the Capstar Broadcasting's Amendment No. 3 to
Registration Statement on Form S-1, dated May 19, 1998, File No. 333-48819.

(3) Incorporated by reference to Capstar Partners's Registration Statement on
Form S-1, dated April 16, 1997, File No. 333-25263.
<PAGE> 162