<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 333-36855
PROSPECTUS SUPPLEMENT NO. 5
(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. 5 supplements and amends the Prospectus
dated October 16, 1997 (the "Prospectus"), the Prospectus Supplement, dated
November 20, 1997, the Prospectus Supplement No. 2, dated December 8, 1997, the
Prospectus Supplement No. 3, dated February 13, 1998 and the Prospectus
Supplement No. 4, dated April 29, 1998 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 through 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 to
have the following line 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>
Any other holder of $3.00 Convertible Preferred
Stock or future transferee of such holder..... 368,930 368,930
</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. 5 is July 1, 1998
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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>
Global Series Fund II -- Prudential Incomevertible Fund I... 10,000 10,000
Van Kampen American Capital Harbor Fund(7).................. 60,000 60,000
Bear Stearns & Co., Inc..................................... 1,000 1,000
Schroders & Co.............................................. 25,000 25,000
SoundShore Partners L.P..................................... 205,000 205,000
Deutsche Morgan Grenfell Inc. d/b/a Deutsche Bank
Securities, Inc.(8)....................................... 146,050 146,050
Baird, Patrick & Co., Inc................................... 5,000 5,000
Goldman, Sachs & Co.(6)..................................... 20,000 20,000
Harris Insight Convertible Securities Fund.................. 10,000 10,000
BT Alex. Brown(6)........................................... 41,400 41,400
Municipal Employees Retirement System of Michigan........... 4,700 4,700
</TABLE>
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(7) Van Kampen American Capital Asset Management, the Selling Holder's
investment advisor, acts or is affiliated with entities which act as advisor
or sub-advisor to other funds which hold Common Stock or other securities of
Chancellor Media. By disclosing this information, the Selling Holder does
not concede that the provision of such services necessarily constitutes a
material relationship that must be disclosed in the Prospectus.
(8) Deutsche Bank Securities and its affiliated companies may from time to time
own, have positions in or options in Chancellor Media securities and may
also perform advisory services and/or lending or other credit relationships
with Chancellor Media. By disclosing this information, the Selling Holder
does not concede that these relationships necessarily constitute a material
relationship that must be disclosed in the Prospectus.
The Prospectus, together with this Prospectus Supplement No. 5 and the
other prospectus supplements mentioned above, 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)."
