<PAGE> 1
Filed pursuant to Rule 424(b)(2)
Registration No. 333-36855
PROSPECTUS SUPPLEMENT
(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
----------------
This Prospectus Supplement supplements and amends the Prospectus dated
October 16, 1997 (the "Prospectus"), 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 Conver-
tible Preferred Stock, and the shares of the Common Stock, par value $.01
per share (the "Common Stock" and, together with the $3.00 Convertible Pre-
ferred 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 items read 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>
OCM Convertible Trust 100,100 100,100
Vanguard Convertible Securities Fund, Inc. 64,600 64,600
Hughes Aircraft Company Master Retirement Trust 32,700 32,700
Chrysler Corporation Master Retirement Trust 69,900 69,900
Any other holder of $3.00 Convertible Preferred Stock or 1,760,980 1,760,980
future transferee of such holder
[continued on next page]
</TABLE>
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.
---------------------
The date of this Prospectus Supplement is November 20, 1997
<PAGE> 2
[continued from previous page]
Additionally, the prospectus is further amended so that, (i) on page 65,
"Northwestern Mutual Life Insurance Company" is changed to "The Northwestern
Mutual Life Insurance Company"; and (ii) on page 67, footnote (l), the third
sentence is changed to state that, "Only direct security holdings of The
Northwestern Mutual Life Insurance Company are reflected in the above table."
Further, the following new line items are added to the Selling Holder
Table:
<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>
The Income Fund of America, Inc. 75,000 75,000
The Bond Fund of America, Inc. 75,000 75,000
Credit Suisse First Boston Corporation (6) 73,300 73,300
Ellsworth Convertible Growth and Income Fund, Inc. 5,000 5,000
Bancroft Convertible Fund, Inc. 5,000 5,000
Allstate Insurance Company 50,000 50,000
State of Connecticut Combined Investment Funds 77,600 77,600
Combined Insurance Company of America 13,000 13,000
BT Alex, Brown, Inc. (6) 535,045 535,045
Donaldson, Lufkin & Jenrette Security Corporation 40,000 40,000
Prudential Securities Inc. 1,500 1,500
TQA Vantage Fund, L.P. 25,000 25,000
BNP Arbitrage SNC 60,000 60,000
TQA Leverage Fund, L.P. 27,500 27,500
TQA Arbitrage Fund, L.P. 15,000 15,000
TQA Vantage Plus Fund, Ltd. 12,500 12,500
LDG Limited 10,000 10,000
</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)."
- --------------------------
(6) One or more affiliates of the Selling Holder have provided a variety of
commercial banking, investment banking and financial advisory services to
the Company and CMCLA, and expect to continue to provide such services
to the company and CMCLA in the future. By disclosing such information,
the Selling Holder does not concede that the provision of such services
necessarily constitutes a material relationship that must be disclosed
in this Prospectus (as supplemented and amended).
