<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
REGISTRATION NO. 333-36855
PROSPECTUS SUPPLEMENT NO. 3
(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. 3 supplements and amends the Prospectus
dated October 16, 1997 (the "Prospectus"), and the Prospectus Supplement dated
November 20, 1997 and the Prospectus Supplement No. 2 dated December 8, 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 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 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..... 1,449,755 1,449,755
</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. 3 is February 13, 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>
Baird, Patrick & Co. Inc.................................... 10,000 10,000
Goldman, Sachs & Co. ....................................... 32,500 32,500
Bear, Stearns & Co. Inc..................................... 30,000 30,000
Credit Suisse First Boston Corporation...................... 11,300 11,300
Prudential Securities Inc. ................................. 550 550
Global Securities Fund II -- Prudential Inconvertible Fund
I......................................................... 20,000 20,000
</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)."
Incomvestible
