SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
CHANCELLOR MEDIA CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
158915 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas O. Hicks
200 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 740-7300
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
September 5, 1997
- --------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
(Continued on following pages)
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 2
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Thomas O. Hicks
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 485,799
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
8,877,711
------------------------------------------------
9 SOLE DISPOSITIVE POWER
485,799
------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,877,711
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,363,510
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 3
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/Chancellor, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
6,563,701
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,563,701
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,563,701
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 4
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/Chancellor GP, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
6,563,701
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,563,701
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,563,701
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 5
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/Chancellor Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
6,563,701
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,563,701
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,563,701
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 6
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/HMW, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
1,077,757
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,077,757
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,757
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 7
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hicks, Muse, Tate & Furst Equity Fund II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------
8 SHARED VOTING POWER
1,085,223
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,085,223
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,085,223
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 8
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/Chancellor Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------
8 SHARED VOTING POWER
1,224,376
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,224,376
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,376
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 9
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/GP Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------
8 SHARED VOTING POWER
2,309,599
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,309,599
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,309,599
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 10
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hicks, Muse GP Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
2,310,960
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,310,960
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,310,960
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 11
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hicks, Muse Fund II Incorporated
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
2,310,960
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,310,960
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,310,960
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
- -------------------------------------- -----------------------
CUSIP No. 158915 10 8 13D Page 12
- -------------------------------------- -----------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HM2/HMD Sacramento GP, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------
8 SHARED VOTING POWER
150
------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
150
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
* The reporting person expressly disclaims (i) the existence of any
group and (ii) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person. See Item 5.
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value (the "Common Stock")
Chancellor Media Corporation (the "Company")
433 East Las Colinas Blvd., Suite 1130
Dallas, Texas 75039
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
Mr. Thomas O. Hicks;
HM2/Chancellor, L.P., a Texas limited partnership ("HM2/Chancellor");
HM2/Chancellor GP, L.P., a Texas limited partnership ("HM2/Chancellor
GP"); HM2/Chancellor Holdings, Inc., a Texas corporation
("HM2/Chancellor Holdings"); HM2/HMW, L.P., a Texas limited partnership
("HM2/HMW"); Hicks, Muse, Tate & Furst Equity Fund II, L.P., a Delaware
limited partnership ("HM Fund II"); HM2/Chancellor Trust, a Delaware
business trust ("Chancellor Trust"); HM2/GP Partners, L.P., a Texas
limited partnership ("HM2/GP Partners"); Hicks, Muse GP Partners, L.P.,
a Texas limited partnership ("Hicks Muse Partners"); Hicks, Muse Fund
II Incorporated, a Texas corporation ("Fund II Incorporated"); and
HM2/HMD Sacramento GP, L.P., a Texas limited partnership ("HM2/HMD").
(b) Residence or Business Address:
The address of the principal business office of each of the Filing
Parties is 200 Crescent Court, Suite 1600, Dallas, Texas 75201.
(c) Present Principal Occupation:
Thomas O. Hicks is the controlling shareholder and the Chairman of the
Board, Chief Executive Officer and Secretary of Hicks, Muse, Tate & Furst
Incorporated ("Hicks Muse"), a private investment firm primarily engaged in
leveraged acquisitions, recapitalizations, and other principal investing
activities. Each of the other Filing Parties are business organizations
engaged in principal investing activities.
Page 13
<PAGE>
(d) Convictions in Criminal Proceedings during the last 5
Years:
None of the Filing Parties has been convicted in a criminal proceeding
during the last 5 years.
(e) Proceedings involving Federal or State Securities Laws:
None of the Filing Parties has been a party to any civil proceeding as
a result of which he was subject to a judgment enjoining future violations
of, or prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
(f) Citizenship:
Mr. Hicks is a United States citizen. Each of the other Filing Parties
is organized under the jurisdiction indicated in paragraph (a) of this Item 2.
Information with respect to Executive Officers, Directors and Control Persons of
Filing Parties not otherwise disclosed herein:
John R. Muse, Charles W. Tate and Jack D. Furst are each a director,
managing director and principal, and executive vice president of Fund II
Incorporated. Lawrence D. Stuart, Jr., Alan B. Menkes and Michael J. Levitt are
each a managing director and principal and executive vice president of Fund II
Incorporated. Eric C. Neuman is a senior vice president of Fund II Incorporated.
Lawrence D. Stuart, Jr. and Eric C. Neuman are each a vice president of
HM2/Chancellor Holdings.
The principal business address of each of Messrs. Muse, Tate, Furst, Stuart,
Menkes, Levitt and Neuman is 200 Crescent Court, Suite 1600, Dallas, Texas
75201. Each of Messrs. Muse, Tate, Furst, Stuart, Menkes and Levitt is presently
a principal and executive officer of Hicks Muse, a private investment firm
primarily engaged in leveraged acquisitions, recapitalizations, and other
principal investing activities. Mr. Neuman is a senior vice president of Hicks
Muse. None of Messrs. Muse, Tate, Furst, Stuart, Menkes, Levitt or Neuman has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last 5 years. None of Messrs. Muse, Tate, Furst,
Stuart, Menkes, Levitt or Neuman has been a party to any civil proceeding as a
result of which he was subject to a judgment enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws. Each of Messrs. Muse, Tate,
Furst, Stuart, Menkes, Levitt and Neuman is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On September 5, 1997, Chancellor Broadcasting Company, a Delaware
corporation ("Chancellor"), Chancellor Radio
Page 14
<PAGE>
Broadcasting Company ("CRBC"), Evergreen Media Corporation, a Delaware
corporation ("Evergreen"), Evergreen Mezzanine Holdings Corporation, a Delaware
corporation ("EMHC") and Evergreen Media Corporation of Los Angeles, a Delaware
corporation ("EMCLA") consummated the transactions contemplated by that certain
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 19, 1997, as amended and restated as of July 31, 1997,
among Chancellor, CRBC, Evergreen, EMHC and EMCLA. Pursuant to the Merger
Agreement, (i) Chancellor was merged with and into EMHC (the "Chancellor
Merger"), (ii) CRBC was merged with and into EMCLA (the "Subsidiary Merger" and,
collectively with the Chancellor Merger, the "Mergers"), and (iii) the
certificate of incorporation of Evergreen was amended and restated (the "Parent
Charter") to, among other things, reclassify the Class A Common Stock, $0.01 par
value, and Class B Common Stock, $0.01 par value, of Evergreen into shares of
Common Stock of the Company and change the name of Evergreen to Chancellor Media
Corporation. At the consummation of the Mergers and effectiveness of the Parent
Charter, each share of the Class A Common Stock, $0.01 par value ("Chancellor
Class A Common Stock"), and Class B Common Stock, $0.01 par value ("Chancellor
Class B Common Stock" and, collectively with the Chancellor Class A Common
Stock, the "Chancellor Common Stock"), of Chancellor was converted into the
right to receive 0.9091 shares of the Common Stock of the Company.
Each of the Filing Parties received all shares of Common Stock covered by
this Schedule 13D as a result of the Mergers by virtue of their ownership of
Chancellor Common Stock at the effective time of the Mergers.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock that are the subject of this Schedule 13D were
acquired by the Filing Parties pursuant to the Mergers. The Filing Parties
reserve the right to acquire beneficial ownership of additional shares of Common
Stock or to sell shares of Common Stock from time to time in the future.
Mr. Hicks is the Chairman of the Board of the Company. In addition, Mr. Hicks
and his affiliates have ownership interests in businesses other than the Company
that are engaged in the ownership and operation of radio and television
broadcast stations, including Capstar Broadcasting Corporation (a radio station
operator). From time to time, Mr. Hicks may explore the feasibility of, and
strategies for, a business combination involving the Company and one or more
other entities in which Mr. Hicks and his affiliates have an ownership interest,
and may determine to present a proposal to the Company's board of directors in
furtherance of such a transaction. No proposal has yet been made.
Page 15
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER
The following information relating to number of shares beneficially owned by
the Filing Parties has been calculated by using the number of shares of
Chancellor Common Stock owned by such Filing Parties immediately prior to the
Mergers (doing separate calculations for shares held in certificated and
book-entry form), multiplying such numbers by Exchange Ratio (as defined in the
Merger Agreement), and eliminating fractional shares (which are to be paid in
cash pursuant to the terms of the Merger Agreement). The actual number of shares
of Common Stock received by each Filing Party in the Mergers cannot be
determined with absolute certainty until the Paying Agent (as defined in the
Merger Agreement) completes the exchange procedures in accordance with the terms
of the Merger Agreement. The percentage of the outstanding shares of Common
Stock held by each Filing Party has been calculated using the anticipated number
of shares of Common Stock outstanding upon the consummation of the Mergers, as
set forth in the definitive Joint Proxy Statement/Prospectus dated August 1,
1997 of Chancellor and Evergreen that was filed with Securities and Exchange
Commission.
(a)
(1) Immediately following the consummation of the Mergers, Mr. Hicks
may be deemed to have beneficially owned in the aggregate 9,363,510 shares of
the Common Stock of the Company, representing approximately 15.7% of the
outstanding shares of Common Stock. Of such shares, Mr. Hicks has sole voting
and dispositive power with respect to 485,799 shares, and shared voting and
dispositive power with respect to 8,877,711 shares as a result of the
relationships described in paragraph (b)(1) below.
(2) Immediately following the consummation of the Mergers,
HM2/Chancellor may be deemed to have beneficially owned in the aggregate
6,563,701 shares of the Common Stock of the Company, representing
approximately 11.0% of the outstanding shares of Common Stock. Of such
shares, HM2/Chancellor has sole voting and dispositive power with respect to
no shares, and shared voting and dispositive power with respect to 6,563,701
shares as a result of the relationships described in paragraph (b)(2) below.
(3) Immediately following the consummation of the Mergers,
HM2/Chancellor GP may be deemed to have beneficially owned in the aggregate
6,563,701 shares of the Common Stock of the Company, representing
approximately 11.0% of the outstanding shares of Common Stock. Of such
shares, HM2/Chancellor GP has sole voting and dispositive power with respect
to no shares, and shared voting and dispositive power with respect to
6,563,701 shares as a result of the relationships described in paragraph
(b)(3) below.
Page 16
<PAGE>
(4) Immediately following the consummation of the Mergers,
HM2/Chancellor Holdings may be deemed to have beneficially owned in the
aggregate 6,563,701 shares of the Common Stock of the Company, representing
approximately 11.0% of the outstanding shares of Common Stock. Of such
shares, HM2/Chancellor Holdings has sole voting and dispositive power with
respect to no shares, and shared voting and dispositive power with respect to
6,563,701 shares as a result of the relationships described in paragraph
(b)(4) below.
(5) Immediately following the consummation of the Mergers, HM2/HMW may
be deemed to have beneficially owned in the aggregate 1,077,757 shares of the
Common Stock of the Company, representing approximately 1.8% of the
outstanding shares of Common Stock. Of such shares, HM2/HMW has sole voting
and dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 1,077,757 shares as a result of the
relationships described in paragraph (b)(5) below.
(6) Immediately following the consummation of the Mergers, HM Fund II
may be deemed to have beneficially owned in the aggregate 1,085,223 shares of
the Common Stock of the Company, representing approximately 1.8% of the
outstanding shares of Common Stock. Of such shares, HM Fund II has sole
voting and dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 1,085,223 shares as a result of the
relationships described in paragraph (b)(6) below.
(7) Immediately following the consummation of the Mergers, the
Chancellor Trust may be deemed to have beneficially owned in the aggregate
1,224,376 shares of the Common Stock of the Company, representing
approximately 2.1% of the outstanding shares of Common Stock. Of such shares,
the Chancellor Trust has sole voting and dispositive power with respect to no
shares, and shared voting and dispositive power with respect to 1,224,376
shares as a result of the relationships described in paragraph (b)(7) below.
(8) Immediately following the consummation of the Mergers, HM2/GP
Partners may be deemed to have beneficially owned in the aggregate 2,309,599
shares of the Common Stock of the Company, representing approximately 3.9% of
the outstanding shares of Common Stock. Of such shares, HM2/GP Partners has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 2,309,599 shares as a result of
the relationships described in paragraph (b)(8) below.
(9) Immediately following the consummation of the Mergers, Hicks Muse
Partners may be deemed to have beneficially owned in the aggregate 2,310,960
shares of the Common Stock of the Company, representing approximately 3.9%
Page 17
<PAGE>
of the outstanding shares of Common Stock. Of such shares, Hicks Muse
Partners has sole voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 2,310,960 shares as a
result of the relationships described in paragraph (b)(9) below.
(10) Immediately following the consummation of the Mergers, Fund II
Incorporated may be deemed to have beneficially owned in the aggregate
2,310,960 shares of the Common Stock of the Company, representing
approximately 3.9% of the outstanding shares of Common Stock. Of such shares,
Fund II Incorporated has sole voting and dispositive power with respect to no
shares, and shared voting and dispositive power with respect to 2,310,960
shares as a result of the relationships described in paragraph (b)(10) below.
(11) Immediately following the consummation of the Mergers, HM2/HMD may
be deemed to have beneficially owned in the aggregate 150 shares of the
Common Stock of the Company, representing approximately 0.0% of the
outstanding shares of Common Stock. Of such shares, HM2/HMD has sole voting
and dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 150 shares as a result of the relationships
described in paragraph (b)(11) below.
(b)
(1) Of the 485,799 shares of Common Stock for which Mr. Hicks has sole
voting and dispositive power, 312,431 shares are held of record by Mr. Hicks,
and 173,368 shares are held of record by Mr. Hicks as the trustee of certain
trusts for the benefit of Mr. Hicks' children. Of the 8,877,711 shares of
Common Stock for which Mr. Hicks has shared voting and dispositive power,
3,050 shares are owned by Mr. Hicks of record as the co-trustee of a trust
for the benefit of unrelated parties, and 8,874,661 of such shares are owned
of record by the following entities as follows: 6,563,701 shares of Common
Stock are owned of record by HM2/Chancellor; 1,077,757 shares of Common Stock
are owned of record by HM2/HMW; 1,224,376 shares of Common Stock are owned of
record by the Chancellor Trust; 7,466 shares of Common Stock are owned of
record by HM Fund II; 1,211 shares of Common Stock are owned of record by
Hicks Muse Partners; and 150 shares of Common Stock are owned of record by
HM2/HMD.
HM2/Chancellor GP is the general partner of HM2/Chancellor and,
therefore, may be deemed to be the beneficial owner of the shares of Common
Stock owned of record by HM2/Chancellor. HM2/Chancellor Holdings is the
general partner of HM2/Chancellor GP and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/Chancellor GP. Mr.
Hicks is the sole director, the president and owns all of the outstanding
shares of
Page 18
<PAGE>
capital stock of HM2/Chancellor Holdings and, therefore, may be deemed to be
the beneficial owner of the shares of Common Stock beneficially owned by
HM2/Chancellor Holdings.
HM Fund II is the general partner of HM2/HMW and, therefore, may be
deemed to be the beneficial owner of the shares held of record by HM2/HMW.
HM2/GP Partners is the general partner of HM Fund II and the Manager of the
Chancellor Trust and, therefore, may be deemed to be the beneficial owner of
the shares held of record and beneficially owned by HM Fund II and held of
record by the Chancellor Trust. Hicks Muse Partners is the general partner of
HM2/GP Partners and HM2/HMD and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/GP Partners and held
of record by HM2/HMD. Fund II Incorporated is the general partner of Hicks
Muse Partners and, therefore, may be deemed to be the beneficial owner of the
shares beneficially owned by Hicks Muse Partners. Mr. Hicks is the
controlling stockholder, Chairman of the Board, President, Chief Executive
Officer, Chief Operating Officer and Secretary of Fund II Incorporated and,
therefore, may be deemed to beneficially own all or a portion of the shares
of Common Stock beneficially owned by Fund II Incorporated.
(2) Of the 6,563,701 shares of Common Stock for which HM2/Chancellor
has shared voting and dispositive power, 6,563,701 of such shares of held of
record by HM2/Chancellor.
(3) Of the 6,563,701 shares of Common Stock for which HM2/Chancellor GP
has shared voting and dispositive power, none of such shares of held of
record by HM2/Chancellor GP, and 6,563,701 of such shares are held of record
by HM2/Chancellor. HM2/Chancellor GP is the general partner of HM2/Chancellor
and, therefore, may be deemed to be the beneficial owner of the shares owned
of record by HM2/Chancellor.
(4) Of the 6,563,701 shares of Common Stock for which HM2/Chancellor
Holdings has shared voting and dispositive power, none of such shares of held
of record by HM2/Chancellor Holdings, and 6,563,701 of such shares may be
beneficially owned by HM2/Chancellor GP. HM2/Chancellor Holdings is the
general partner of HM2/Chancellor GP and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/Chancellor GP.
(5) Of the 1,077,757 shares of Common Stock for which HM2/HMW has
shared voting and dispositive power, 1,077,757 of such shares of held of
record by HM2/HMW.
(6) Of the 1,085,223 shares of Common Stock for which HM Fund II has
shared voting and dispositive power, 7,466 of such shares of held of record
by HM Fund II, and 1,077,757
Page 19
<PAGE>
of such shares are held of record by HM2/HMW. HM Fund II is the general
partner of HM2/HMW and, therefore, may be deemed to be the beneficial owner
of the shares held of record by HM2/HMW.
(7) Of the 1,224,376 shares of Common Stock for which the Chancellor
Trust has shared voting and dispositive power, 1,224,376 of such shares of
held of record by the Chancellor Trust.
(8) Of the 2,309,599 shares of Common Stock for which HM2/GP Partners
has shared voting and dispositive power, none of such shares of held of
record by HM2/GP Partners, 1,224,376 of such shares are held of record by the
Chancellor Trust, and 1,085,223 of such shares are held of record and
beneficially by HM Fund II. HM2/GP Partners is the Manager of the Chancellor
Trust and the general partner of HM Fund II and, therefore, may be deemed to
be the beneficial owner of the shares held of record by the Chancellor Trust
and held of record and beneficially owned by HM Fund II.
(9) Of the 2,310,960 shares of Common Stock for which Hicks Muse
Partners has shared voting and dispositive power, 1,211 of such shares of
held of record by Hicks Muse Partners, 150 of such shares are held of record
by HM2/HMD, and 2,309,599 of such shares are beneficially owned by HM2/GP
Partners. Hicks Muse Partners is the general partner of HM2/HMD and HM2/GP
Partners and, therefore, may be deemed to be the beneficial owner of the
shares held of record by HM2/HMD and the shares beneficially owned by HM2/GP
Partners.
(10) Of the 2,310,960 shares of Common Stock for which Fund II
Incorporated has shared voting and dispositive power, none of such shares of
held of record by Fund II Incorporated, and 2,310,960 of such shares are held
of record and beneficially owned by Hicks Muse Partners. Fund II Incorporated
is the general partner of Hicks Muse Partners and, therefore, may be deemed
to be the beneficial owner of the shares held of record and beneficially
owned by Hicks Muse Partners.
(11) Of the 150 shares of Common Stock for which HM2/HMD has shared
voting and dispositive power, 150 of such shares are held of record by
HM2/HMD.
Each of the Filing Parties expressly disclaims (i) the existence of any group
and (ii) beneficial ownership with respect to any shares of Common Stock covered
by this Schedule 13D not owned by him or it of record.
Page 20
<PAGE>
(c) All of the shares of Common Stock covered by this Schedule 13D were
received by the Filing Parties on September 5, 1997 as consideration for shares
of Chancellor Common Stock held by such persons upon the terms set forth in the
Merger Agreement.
(d) The right to receive dividends on, and proceeds from the sale of, the
shares of Common Stock held of record by HM2/Chancellor, HM2/HMW, HM Fund II,
Hicks Muse Partners, the Chancellor Trust and HM2/HMD described in paragraphs
(a) and (b) above is governed by the limited partnership agreements of each of
such entities (or, with respect to the Chancellor Trust, its business trust
agreement), and such dividends or proceeds may be distributed with respect to
numerous general and limited partnership interests (or, with respect to the
Chancellor Trust, its unitholders).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER
Mr. Hicks has an agreement with the other shareholders to control the vote of
all shares of the common stock of Fund II Incorporated. In addition, the rights
to distributions, division of profits and other arrangements relating to the
Company's securities owned by each of HM2/Chancellor, HM2/HMW, HM Fund II, the
Chancellor Trust and HM2/HMD and their respective general and limited partners
(or, with respect to the Chancellor Trust, its unitholders) are governed
exclusively be their respective limited partnership agreements (or, with respect
to the Chancellor Trust, its business trust agreement).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Joint Filing Agreement dated September 15, 1997 among
Thomas O. Hicks, HM2/Chancellor, L.P., HM2/Chancellor
GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW, L.P.,
Hicks, Muse Fund II Incorporated, Hicks, Muse GP
Partners, L.P., HM2/GP Partners, L.P., Hicks, Muse,
Tate & Furst Equity Fund II, L.P., HM2/HMD Sacramento
GP, L.P, and HM2/Chancellor Trust
Page 21
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 By: /s/ Thomas O. Hicks
------------------ ----------------------
Date Name: Thomas O. Hicks
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HICKS, MUSE FUND II INCORPORATED
------------------
Date
By: /s/ Thomas O. Hicks
-------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HICKS, MUSE GP PARTNERS, L.P.
------------------
Date
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/GP PARTNERS, L.P.
- --------------------
Date
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Thomas O. Hicks
---------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HICKS, MUSE, TATE & FURST EQUITY Date FUND II, L.P.
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Thomas O. Hicks
------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/HMW, L.P.
------------------
Date
By: HICKS, MUSE, TATE & FURST EQUITY
FUND II, L.P., its general partner
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Thomas O. Hicks
--------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/CHANCELLOR, L.P.
------------------
Date
By: HM2/CHANCELLOR GP, L.P., its
general partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: /s/ Thomas O. Hicks
----------------------------
Name: Thomas O. Hicks
Title: President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/CHANCELLOR GP, L.P.
- --------------------
Date
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: /s/ Thomas O. Hicks
------------------------------
Name: Thomas O. Hicks
Title: President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/CHANCELLOR HOLDINGS, INC.
------------------
Date
By: /s/ Thomas O. Hicks
------------------------
Name: Thomas O. Hicks
Title: President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/HMD SACRAMENTO GP, L.P.
Date
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
----------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 15, 1997 HM2/CHANCELLOR TRUST
------------------
Date
By: HM2/GP PARTNERS, L.P., its
manager
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99(a) Joint Filing Agreement dated September 15, 1997 among
Thomas O. Hicks, HM2/Chancellor, L.P., HM2/Chancellor
GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW, L.P.,
Hicks, Muse Fund II Incorporated, Hicks, Muse GP
Partners, L.P., HM2/GP Partners, L.P., Hicks, Muse,
Tate & Furst Equity Fund II, L.P., HM2/HMD Sacramento
GP, L.P, and HM2/Chancellor Trust
EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on behalf of all of them on Schedule 13D and
amendments thereto, in accordance with the provisions of Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
Dated: September 15, 1997 /s/ Thomas O. Hicks
-----------------------
Thomas O. Hicks
HICKS, MUSE FUND II INCORPORATED
By: /s/ Thomas O. Hicks
-----------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
HICKS, MUSE GP PARTNERS, L.P.
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
HM2/GP PARTNERS, L.P.
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
Page 99-1
<PAGE>
HICKS, MUSE, TATE & FURST EQUITY
FUND II, L.P.
By: HM2/GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
HM2/HMW, L.P.
By: HICKS, MUSE, TATE & FURST
EQUITY FUND II, L.P., its
general partner
By: HM2/GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE GP PARTNERS, its
general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
HM2/CHANCELLOR, L.P.
By: HM2/CHANCELLOR GP, L.P., its
general partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: /s/ Thomas O. Hicks
--------------------------
Name: Thomas O. Hicks
Title: President
Page 99-2
<PAGE>
HM2/CHANCELLOR GP, L.P.
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: /s/ Thomas O. Hicks
--------------------------
Name: Thomas O. Hicks
Title: President
HM2/CHANCELLOR HOLDINGS, INC.
By: /s/ Thomas O. Hicks
-----------------------------
Name: Thomas O. Hicks
Title: President
HM2/HMD SACRAMENTO GP, L.P.
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
HM2/CHANCELLOR TRUST
By: HM2/GP PARTNERS, L.P., its
manager
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ Thomas O. Hicks
-----------------------
Name: Thomas O. Hicks
Title: Chairman and Chief
Executive Officer
Page 99-3
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