<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
REGISTRATION NO. 333-36855
PROSPECTUS SUPPLEMENT NO. 2
(TO THE PROSPECTUS DATED OCTOBER 16, 1997)
5,990,000 SHARES
CHANCELLOR MEDIA CORPORATION
(FORMERLY KNOWN AS EVERGREEN MEDIA CORPORATION)
$3.00 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
LIQUIDATION PREFERENCE $50 PER SHARE
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This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated October 16, 1997 (the "Prospectus"), and the Prospectus Supplement dated
November 20, 1997 relating to the resale of shares of the $3.00 Convertible
Exchangeable Preferred Stock, par value $.01 per share (the "3.00 Convertible
Preferred Stock"), of Chancellor Media Corporation, a Delaware corporation
formerly known as Evergreen Media Corporation ("Chancellor Media"), the 6%
Convertible Subordinated Exchange Debentures due 2012 (the "Exchange
Debentures") issuable upon exchange of the $3.00 Convertible Preferred Stock,
and the shares of the Common Stock, par value $.01 per share (the "Common Stock"
and, together with the $3.00 Convertible Preferred Stock and the Exchange
Debentures, the "Securities"), of Chancellor Media issuable upon conversion of
the $3.00 Convertible Preferred Stock or the Exchange Debentures.
The table on pages 65 and 67 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective shares of $3.00 Convertible Preferred Stock or Common Stock
issuable upon conversion of the $3.00 Convertible Preferred Stock or Exchange
Debentures beneficially owned by each Selling Holder that may be offered
pursuant to the Prospectus (the "Selling Holder Table"), is hereby amended so
that the following line item reads as follows:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF
$3.00 CONVERTIBLE PREFERRED
NUMBER OF SHARES OF $3.00 STOCK OR EXCHANGE
SELLING HOLDERS CONVERTIBLE PREFERRED STOCK DEBENTURES
--------------- --------------------------- ---------------------------
<S> <C> <C>
Any other holder of $3.00 Convertible Preferred
Stock or future transferee of such holder..... 1,554,105 1,554,105
</TABLE>
[continued on next page]
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement No. 2 is December 8, 1997
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[continued from previous page]
The following new line items are added to the Selling Holder Table:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
ISSUABLE UPON
CONVERSION OF
$3.00
NUMBER OF CONVERTIBLE
SHARES OF $3.00 PREFERRED STOCK
CONVERTIBLE OR EXCHANGE
SELLING HOLDERS PREFERRED STOCK DEBENTURES
--------------- --------------- ---------------
<S> <C> <C>
Swiss Bank Corporation -- London Branch..................... 40,000 40,000
SBC Warburg Dillon Read Inc. ............................... 17,500 17,500
Paloma Securities L.L.C..................................... 20,000 20,000
State of Oregon Equity...................................... 40,000 40,000
Natwest Markets............................................. 89,375 89,375
</TABLE>
The Prospectus, together with this Prospectus Supplement, constitutes the
prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to offers and sales of the Preferred stock and
the Common Stock issuable upon conversion of the Preferred Stock. All references
in the Prospectus to "this Prospectus" are hereby amended to read "this
Prospectus (as supplemented and amended)."
