CHANCELLOR MEDIA CORP/, POS AM, 1999-07-01

CHANCELLOR MEDIA CORP/
POS AM, 1999-07-01
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999

REGISTRATION NO. 333-80173
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHANCELLOR MEDIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 4832 75-2247099
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>

<TABLE>
<S> <C>
THOMAS O. HICKS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1845 WOODALL RODGERS FREEWAY CHANCELLOR MEDIA CORPORATION
SUITE 1300 1845 WOODALL RODGERS FREEWAY
DALLAS, TEXAS 75201 SUITE 1300
(214) 922-8700 DALLAS, TEXAS 75201
(214) 922-8700
(Address, Including Zip Code, and Telephone Number,
Including (Name, Address, Including Zip Code, and Telephone
Area Code, of Registrant's Principal Executive Number, Including Area Code, of Agent for Service)
Offices)
</TABLE>

COPIES TO:

<TABLE>
<S> <C> <C>
MICHAEL A. SASLAW, ESQ. WILLIAM S. BANOWSKY, JR. MICHAEL D. WORTLEY, ESQ.
WEIL, GOTSHAL & MANGES LLP EXECUTIVE VICE PRESIDENT AND VINSON & ELKINS L.L.P.
100 CRESCENT COURT, SUITE 1300 GENERAL COUNSEL 3700 TRAMMELL CROW CENTER
DALLAS, TEXAS 75201 CHANCELLOR MEDIA CORPORATION 2001 ROSS AVENUE
(214) 746-7700 1845 WOODALL RODGERS FREEWAY DALLAS, TEXAS 75201
SUITE 1300 (214) 220-7700
DALLAS, TEXAS 75201
(214) 922-8700
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and the
satisfaction or waiver of the other conditions to the merger described in the
supplement to the joint proxy statement/prospectus contained herein.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value....... 54,648,985 $50.90 $1,810,112,275 $503,212
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based upon (i) 34,243,730 shares of Capstar Broadcasting Corporation class A
common stock issued and outstanding as of May 19, 1999, (ii) 6,081,723
shares of Capstar Broadcasting Corporation class B common stock issued and
outstanding as of May 19, 1999, (iii) 67,538,121 shares of Capstar
Broadcasting Corporation class C common stock issued and outstanding as of
May 19, 1999, and (iv) 2,427,012 shares of Capstar Broadcasting Corporation
class A common stock and class C common stock that are issuable under
options and warrants of Capstar Broadcasting Corporation prior to the
effective time of the merger.
(2) Estimated solely for the purpose of calculating the registration fee. The
proposed maximum offering price per share for the common stock of Chancellor
Media Corporation is $50.90, which is equal to $25.22, the average of the
high and low prices of Capstar Broadcasting Corporation class A common stock
reported by the consolidated reporting system of the New York Stock Exchange
on June 2, 1999, divided by 0.4955, the exchange ratio per share of
Chancellor Media common stock. The proposed maximum aggregate offering price
equals (i) the product of (w) $25.22, which represents the average of the
high and low prices of Capstar Broadcasting Corporation class A common stock
reported by the consolidated reporting system of the New York Stock Exchange
on June 2, 1999, and (x) 35,623,691 shares of class A common stock of
Capstar Broadcasting Corporation issued and outstanding as of May 19, 1999
or issuable under options and warrants to purchase class A common stock
prior to the effective time of the merger, in accordance with Rule 457(f)(1)
under the Securities Act of 1933, as amended, plus (ii) the product of (y)
$12.21, the book value per share of the Capstar Broadcasting Corporation
class B common stock and class C common stock as of March 31, 1999, and (z)
an aggregate of 74,666,895 shares of class B common stock and class C common
stock issued and outstanding as of May 19, 1999 or issuable under warrants
to purchase class C common stock prior to the effective time of the merger,
in accordance with Rule 457(f)(2) under the Securities Act of 1933, as
amended.
(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement includes a joint proxy statement/prospectus
supplement, which amends and supplements the joint proxy statement/prospectus
dated June 9, 1999 of Chancellor Media Corporation and Capstar Broadcasting
Corporation that was first mailed to stockholders on June 11, 1999. This joint
proxy statement/prospectus supplement contains information concerning the First
Amendment to Amended and Restated Merger Agreement, dated as of June 30, 1999,
among Chancellor Media Corporation, Capstar Broadcasting Corporation and CMC
Merger Sub, Inc.
<PAGE> 3

[CHANCELLOR MEDIA CORP. LOGO] July 2, 1999

To our Stockholders:

As you know, we are currently soliciting proxies for an annual meeting of
stockholders of Chancellor Media Corporation to be held on July 13, 1999, at
which you will be asked to consider and vote upon, among other things, proposals
relating to the proposed merger of a wholly-owned subsidiary of Chancellor Media
with and into Capstar Broadcasting Corporation, with Capstar surviving the
merger as a wholly-owned subsidiary of Chancellor Media. We are enclosing a
supplement to the joint proxy statement/prospectus to provide you with
information concerning an amendment, executed on June 30, 1999, to the merger
agreement.

Under the terms of the original merger agreement, in connection with the merger
affiliates of Hicks, Muse, Tate & Furst Incorporated were to receive
approximately $31.7 million in fees at the closing of the merger in satisfaction
of contractual arrangements that they had with Capstar. The amendment of the
merger agreement provides that in lieu of those fees, affiliates of Hicks Muse
will receive $10.0 million in cash at the closing of the merger, together with
5-year options to purchase 969,616 shares of Chancellor Media common stock at an
exercise price of $52.00 per share, with the exercisability of the options
generally conditioned upon the average fair market value of Chancellor Media
common stock, calculated on a daily basis, being equal to or exceeding $100.00
per share for a period of 30 consecutive trading days during the five year
period following the merger.

THE BOARD OF DIRECTORS OF CHANCELLOR MEDIA HAS APPROVED THE AMENDMENT TO THE
MERGER AGREEMENT AND REAFFIRMS ITS VIEW THAT THE MERGER IS FAIR TO, ADVISABLE
AND IN THE BEST INTEREST OF CHANCELLOR MEDIA'S STOCKHOLDERS AND RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE ISSUANCE OF CHANCELLOR MEDIA COMMON
STOCK IN THE MERGER AND "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF
CHANCELLOR MEDIA'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

All references to the merger agreement in the joint proxy statement/prospectus
and related proxies are deemed to refer to the merger agreement, as amended by
the first amendment. If you have already delivered a properly executed proxy,
you need not reexecute a proxy unless you wish to change your vote. If you wish
to change or revoke your vote, please contact The Bank of New York, our transfer
agent, at the address set forth in the accompanying supplement to receive a new
proxy card.

It is important that your shares be represented at the annual meeting either in
person or by proxy. Your prompt attention to this matter is greatly appreciated.

Sincerely,
/s/ Thomas Hicks
Thomas O. Hicks
Chairman and Chief Executive Officer
<PAGE> 4

[CAPSTAR LOGO] July 2, 1999

To our Stockholders:

As you know, we are currently soliciting proxies for a special meeting of
stockholders of Capstar Broadcasting Corporation to be held on July 13, 1999, at
which you will be asked to consider and vote upon a proposal to approve and
adopt the merger agreement relating to the proposed merger of a wholly-owned
subsidiary of Chancellor Media with and into Capstar, with Capstar surviving the
merger as a wholly-owned subsidiary of Chancellor Media. We are enclosing a
supplement to the joint proxy statement/prospectus to provide you with
information concerning an amendment, executed on June 30, 1999, to the merger
agreement.

THE BOARD OF DIRECTORS OF CAPSTAR HAS APPROVED THE AMENDMENT TO THE MERGER
AGREEMENT AND REAFFIRMS ITS VIEW THAT THE MERGER IS FAIR TO, ADVISABLE AND IN
THE BEST INTEREST OF CAPSTAR'S STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR"
THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT, AS AMENDED BY THE FIRST
AMENDMENT.

All references to the merger agreement in the joint proxy statement/prospectus
and related proxies are deemed to refer to the merger agreement, as amended by
the first amendment. If you have already delivered a properly executed proxy,
you need not reexecute a proxy unless you wish to change your vote. If you wish
to change or revoke your vote, please contact Harris Trust & Savings Bank, our
transfer agent, at the address set forth in the accompanying supplement to
receive a new proxy card.

It is important that your shares be represented at the annual meeting either in
person or by proxy. Your prompt attention to this matter is greatly appreciated.

Sincerely,
/s/ Steven Hicks
R. Steven Hicks
President and Chief Executive Officer
<PAGE> 5

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS
[CHANCELLOR MEDIA CORP. LOGO][CAPSTAR LOGO]

<TABLE>
<S> <C>
CHANCELLOR MEDIA CORPORATION CAPSTAR BROADCASTING CORPORATION SPECIAL
ANNUAL MEETING OF STOCKHOLDERS MEETING OF STOCKHOLDERS TO BE HELD JULY
TO BE HELD JULY 13, 1999 13, 1999
</TABLE>

This supplement dated July 1, 1999 is being furnished to stockholders of
Chancellor Media Corporation and Capstar Broadcasting Corporation as a
supplement to the joint proxy statement/prospectus dated June 9, 1999 previously
sent to the Chancellor Media and Capstar stockholders on or about June 11, 1999
in connection with the solicitation of proxies by the Board of Directors of
Chancellor Media for use at the annual meeting of stockholders of Chancellor
Media to be held on July 13, 1999 and by the Board of Directors of Capstar for
use at the special meeting of stockholders of Capstar to be held on July 13,
1999.

This supplement relates to an amendment of the merger agreement under which
Chancellor Media has agreed to acquire Capstar. This supplement is a supplement
to and should be read in conjunction with the joint proxy statement/prospectus
dated June 9, 1999. Any statement contained in the joint proxy
statement/prospectus will be deemed to be modified and superseded to the extent
that a statement set forth in this supplement, including the annexes hereto,
modifies or supersedes such statement.
---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This supplement to the joint proxy statement/prospectus is dated July 1, 1999
and it was first mailed to stockholders on or about July 2, 1999.
<PAGE> 6

FIRST AMENDMENT TO MERGER AGREEMENT; BACKGROUND AND REASONS

Under the merger agreement, at the effective time of the merger, affiliates of
Hicks, Muse, Tate & Furst Incorporated, some of the largest stockholders of both
Chancellor Media and Capstar, were to receive fees from Capstar of $31.7 million
in the aggregate in satisfaction of the termination of monitoring and oversight
and financial advisory agreements they had with Capstar. After the mailing of
the joint proxy statement/prospectus to stockholders of Chancellor Media and
Capstar, while soliciting proxies on behalf of the Board of Directors of
Chancellor Media, members of management had numerous conversations with various
stockholders of Chancellor Media. In connection with these conversations, some
of Chancellor Media's stockholders expressed concern regarding the amount of the
termination fees for the monitoring and oversight and financial advisory
agreements that Hicks Muse would have contractually received at the closing of
the merger. Accordingly, management of Chancellor Media approached
representatives of Hicks Muse relating to the potential for renegotiation or
restructuring of these fees.

Following various conversations held among members of management of Chancellor
Media and Capstar and representatives of Hicks Muse beginning during the week of
June 21, 1999, Chancellor Media, Capstar and Hicks Muse agreed to modify the
terms of the merger agreement to provide for such fees to be paid as follows:

(1) for termination of the Monitoring and Oversight Agreement, the
grant to Hicks, Muse & Co. Partners, L.P. ("Hicks Muse Partners") of a
5-year option to purchase 634,517 shares of Chancellor Media common stock
at an exercise price of $52.00 per share, subject to the exercisability of
the option being conditioned upon the average fair market value of
Chancellor Media common stock, calculated on a daily basis, being equal to
or exceeding $100.00 per share for a period of 30 consecutive trading days
during the five year period following the merger; provided that such option
will no longer be subject to such exercisability threshold following a
change in control; and

(2) for termination of the Financial Advisory Agreement, (A) a
one-time cash payment, payable at the closing of the merger, of $10.0
million and (B) the grant to Hicks Muse Partners of an additional option
with the same terms as the option described in clause (1) above for 335,099
shares of Chancellor Media common stock.

The options are designed to have a present value equal to $21.7 million, the
amount by which the cash payment to Hicks Muse has been reduced. The present
value of such option was calculated using the Black-Scholes option pricing
model, which takes into account a number of variables. The following four
variables were relevant to the calculation of the present value of the Hicks
Muse option: (i) the risk-free rate of interest -- 5.92%, based on five-year
U.S. Treasury Strip data; (ii) the exercise price -- $52.00 per share, which
represents the closing price of Chancellor Media's common stock on June 25,
1999, the last trading day prior to the date on which the agreement regarding
the option was reached with Hicks Muse, (iii) the term of the option -- five
years; and (iv) a volatility factor -- 37.9%, which reflects the average
volatility for the broadcasting industry over a five-year period. Such present
value was calculated without taking into account the fact that the option may
have no value if the $100.00 stock price threshold is not met. If such fact had
been taken into account, additional options would have been granted to achieve
such present value. The $100.00 per

2
<PAGE> 7

share exercisability threshold was intended to further align the interests of
Hicks Muse with Chancellor Media's other stockholders.

On June 30, 1999, the first amendment to the merger agreement was submitted to
and approved by each of the Boards of Directors of Chancellor Media and Capstar,
with Messrs. Thomas O. Hicks, Michael J. Levitt and Lawrence D. Stuart, Jr.,
affiliates of Hicks Muse, abstaining from the vote in each case.

The first amendment to the merger agreement is attached as Annex S-1 to this
supplement and is hereby incorporated by reference. All references to the merger
agreement in the joint proxy statement/prospectus and related proxies are deemed
to refer to the merger agreement as amended by the first amendment.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Three directors of each of Chancellor Media and Capstar, Messrs. Thomas O.
Hicks, Michael J. Levitt and Lawrence D. Stuart, Jr., also serve as officers,
directors and partners of various entities affiliated with Hicks Muse.

Following the first amendment to the merger agreement, the following table sets
forth the approximate pro rata share attributable to each of Messrs. Thomas O.
Hicks, Stuart and Levitt of the fee income to be received by affiliates of Hicks
Muse at the completion of the merger.

PRO RATA SHARE OF HICKS MUSE FEES

<TABLE>
<CAPTION>
FEE PAID FEE PAID IN
NAME IN CASH OPTIONS
- ---- -------------- -----------
(NUMBER OF
(IN THOUSANDS) SHARES)
<S> <C> <C>
Thomas O. Hicks................................... $2,769 268,487
Lawrence D. Stuart, Jr............................ 541 52,456
Michael J. Levitt................................. 1,027 99,580
</TABLE>

The following table sets forth certain information regarding the options to be
received by Hicks Muse at the closing of the merger.

HICKS MUSE OPTIONS

<TABLE>
<CAPTION>
NUMBER OF
SHARES GRANT DATE
UNDERLYING EXERCISE PRICE EXPIRATION PRESENT VALUE
NAME OPTIONS(#) ($/SHARE) DATE $(1)
- ---- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C>
Hicks, Muse & Co. Partners, L.P. ..... 969,616 52.00 7/13/04 21,700,000
</TABLE>

- ---------------

(1) The present value of each grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: exercise
price of $52.00 per share; expected volatility of 37.9%; risk-free interest
rate of 5.92%; and expected life of 5 years. No discount was made for the
fact that the option may have no value if the $100.00 stock price threshold
is not met.

3
<PAGE> 8

REVOCATION OF PROXIES

CHANCELLOR MEDIA STOCKHOLDERS

Any Chancellor Media stockholder that has previously delivered a properly
executed proxy need NOT reexecute a proxy. A proxy, previously delivered, may,
however, be revoked by either

(1) filing with The Bank of New York in its capacity as transfer agent for the
Chancellor Media common stock, at or before the Chancellor Media annual meeting,
a written notice of revocation bearing a later date than the proxy;

(2) duly executing a subsequent proxy relating to the same shares of Chancellor
Media common stock and delivering it to the Chancellor Media transfer agent at
or before the meeting; or

(3) attending the Chancellor Media annual meeting and voting in person, although
attendance at the meeting will not in and of itself constitute a revocation of
proxy.

Any written notice revoking a proxy or request for an additional proxy should be
sent to:

The Bank of New York
101 Barclay Street
New York, New York 10286
Attn: Proxy Department

CAPSTAR STOCKHOLDERS

Any Capstar stockholder that has previously delivered a properly executed proxy
need NOT reexecute a proxy. A proxy, previously delivered, may, however, be
revoked by either

(1) filing with Harris Trust & Savings Bank in its capacity as transfer agent
for the Capstar common stock, at or before the Capstar special meeting, a
written notice of revocation bearing a later date than the proxy;

(2) duly executing a subsequent proxy relating to the same shares of Capstar
common stock and delivering it to the Capstar transfer agent at or before the
meeting; or

(3) attending the Capstar special meeting and voting in person, although
attendance at the meeting will not in and of itself constitute a revocation of
proxy.

Any written notice revoking a proxy or request for an additional proxy should be
sent to:

Harris Trust & Savings Bank
311 W. Monroe Street, 144th Floor
Chicago, Illinois 60606
Attn: Proxy Department

4
<PAGE> 9

ANNEX S-1

FIRST AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER,
dated as of June 30, 1999 (the "First Amendment"), is being entered into by and
among CHANCELLOR MEDIA CORPORATION, a Delaware corporation ("Chancellor"),
CAPSTAR BROADCASTING CORPORATION, a Delaware corporation ("Capstar"), and CMC
MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of
Chancellor ("Merger Sub").

RECITALS

WHEREAS, Chancellor, Capstar and Merger Sub are parties to that certain
Amended and Restated Agreement and Plan of Merger, dated as of April 29, 1999
(the "Merger Agreement");

WHEREAS, Chancellor, Capstar and Merger Sub desire by this First Amendment
to amend certain provisions of the Merger Agreement; and

WHEREAS, the respective Boards of Directors of Chancellor, Capstar and
Merger Sub have approved this First Amendment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this First Amendment and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. Amendments. Section 7.3(e) of the Merger Agreement is hereby
amended and restated in its entirety to read as follows:

"(e) Financial Services Agreement. Capstar and certain of its
subsidiaries and Hicks Muse shall have entered into an amendment to each
of the Monitoring and Oversight Agreement (the "Capstar M&O Agreement")
between Hicks Muse and Capstar, the Monitoring and Oversight Agreement
(the "Partners M&O Agreement") between Hicks Muse and Capstar Partners,
the Financial Advisory Agreement (the "Capstar Financial Advisory
Agreement") between Hicks Muse and Capstar, and the Financial Advisory
Agreement (the "Partners Financial Advisory Agreement") between Hicks
Muse and Capstar Partners, that provide (i) the Partners M&O Agreement
will be terminated at the Effective Time with no further obligation of
any party thereto, (ii) the Partners Financial Advisory Agreement will
be terminated at the Effective Time with no further obligation of any
party thereto, and (iii) the Capstar M&O Agreement will be terminated at
the Effective Time and, in consideration therefor, Chancellor Media
shall grant Hicks Muse an option (a "Hicks Muse Option") at the Closing
Date to purchase up to 634,517 shares of Chancellor Common Stock. The
Hicks Muse Option shall have an exercise price of $52.00 per share and
shall expire on the fifth anniversary of the Closing Date; provided,
that the Hicks Muse Option shall only become exercisable after the date
on which the average fair market value of a share of Chancellor Common
Stock, calculated on a daily basis, equals or exceeds $100.00 per share
for a period of 30 consecutive trading

S-1
<PAGE> 10

days during the period from (and including) the Closing Date through
(and including) the fifth anniversary of the Closing Date; provided
further that the Hicks Muse Option will not be subject to such
exercisability threshold following a change in control, and (iv) the
Capstar Financial Advisory Agreement will be terminated at the Effective
Time and in consideration therefor, Hicks Muse will receive a fee from
Capstar of $10 million in cash, payable at the Closing, and Chancellor
shall grant to Hicks Muse a Hicks Muse Option on the Closing Date to
purchase up to 335,099 shares of Chancellor Common Stock. Prior to the
Closing, Chancellor shall use its reasonable best efforts to enter into
a joinder to the Chancellor Stockholders Agreement with each proposed
holder of the Hicks Muse Options (or otherwise enter into a new
agreement with any such holder and the existing parties to the
Chancellor Stockholders Agreement) providing for rights of registration
under the Securities Act of all shares of Chancellor Common Stock
issuable upon exercise of the Hicks Muse Options on substantially
similar terms as are provided in the Chancellor Stockholders Agreement,
with such changes as are described in the supplement to the Chancellor
Disclosure Letter dated April 29, 1999."

2. Merger Agreement Otherwise Unchanged. Except as set forth in this
First Amendment, the Merger Agreement shall remain in full force and effect
in accordance with its terms. In the event of any conflict between the
provisions of this First Amendment and the Merger Agreement, the provisions
of this First Amendment shall control.

3. Rules of Construction; Governing Law. Capitalized terms used herein
but not otherwise defined shall have the meanings assigned to such terms in
the Merger Agreement. This First Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless
of the laws that may otherwise govern under applicable principles of
conflicts of laws thereof.

4. Counterparts. This First Amendment may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
will constitute one and the same instrument and shall be effective when one
or more counterparts have been signed by each of the parties and delivered
to the other parties.

[The remainder of this page is intentionally left blank.]

S-2
<PAGE> 11

IN WITNESS WHEREOF, this First Amendment has been duly executed and delivered by
the duly authorized officers of Chancellor, Capstar and Merger Sub effective as
of the date first written above.

CHANCELLOR MEDIA CORPORATION

By: /s/ THOMAS O. HICKS
----------------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief Executive Officer

CAPSTAR BROADCASTING CORPORATION

By: /s/ R. STEVEN HICKS
----------------------------------------
Name: R. Steven Hicks
Title: President and Chief Executive
Officer

CMC MERGER SUB, INC.

By: /s/ THOMAS O. HICKS
----------------------------------------
Name: Thomas O. Hicks
Title: Chairman

S-3
<PAGE> 12

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware ("DGCL")
empowers a Delaware corporation to indemnify any person who is, or is threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which he actually and reasonably incurred in
connection therewith.

Chancellor Media's Amended and Restated Certificate of Incorporation provides
that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
Chancellor Media or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.

Chancellor Media's Amended and Restated Certificate of Incorporation provides
that Chancellor Media shall indemnify every person who is or was a party or is
or was threatened to be made a party to any action suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or officer of the corporation or, while a director or
officer or employee of the corporation, is or was serving at the request of the
corporation as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonable incurred by him in connection
with such action, suit or proceeding, to the full extent permitted by applicable
law.

II-1
<PAGE> 13

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.11(h) -- Agreement and Plan of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and
Evergreen Media/Pyramid Corporation dated as of July 14,
1995 (see table of contents for list of omitted exhibits
and schedules).
2.11A(i) -- Amendment to Plan and Agreement of Merger by and among
Pyramid Communications, Inc., Evergreen Media Corporation
and Evergreen Media/Pyramid Corporation dated September
7, 1995.
2.11B(i) -- Amendment to Plan and Agreement of Merger by and among
Pyramid Communications, Inc., Evergreen Media Corporation
and Evergreen Media/Pyramid Corporation dated January 11,
1996.
2.12(j) -- Purchase Agreement between Fairbanks Communications, Inc.
and Evergreen Media Corporation dated October 12, 1995
(see table of contents for list of omitted exhibits and
schedules).
2.13(n) -- Option Agreement dated as of January 9, 1996 between
Chancellor Broadcasting Company and Evergreen Media
Corporation (including Form of Advertising Brokerage
Agreement and Form of Asset Purchase Agreement).
2.14(o) -- Asset Purchase Agreement dated April 4, 1996 between
American Radio Systems Corporation and Evergreen Media
Corporation of Buffalo (see table of contents for list of
omitted exhibits and schedules).
2.15(o) -- Asset Purchase Agreement dated April 11, 1996 between
Mercury Radio Communications, L.P. and Evergreen Media
Corporation of Los Angeles, Evergreen Media/Pyramid
Holdings Corporation, WHTT (AM) License Corp. and WHTT
(FM) License Corp. (see table of contents for list of
omitted exhibits and schedules).
2.16(o) -- Asset Purchase Agreement dated April 19, 1996 between
Crescent Communications L.P. and Evergreen Media
Corporation of Los Angeles (see table of contents for
list of omitted exhibits and schedules).
2.17(p) -- Asset Purchase Agreement dated June 13, 1996 between
Evergreen Media Corporation of Los Angeles and Greater
Washington Radio, Inc. (see table of contents for list of
omitted exhibits and schedules).
2.18(p) -- Asset Exchange Agreement dated June 13, 1996 among
Evergreen Media Corporation of Los Angeles, Evergreen
Media Corporation of the Bay State, WKLB License Corp.,
Greater Media Radio, Inc. and Greater Washington Radio,
Inc. (see table of contents for list of omitted exhibits
and schedules).
2.19(p) -- Purchase Agreement dated June 27, 1996 between WEDR,
Inc., and Evergreen Media Corporation of Los Angeles (See
table of contents for list of omitted schedules).
</TABLE>

II-2
<PAGE> 14

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.20(p) -- Time Brokerage Agreement dated July 10, 1996 by and
between Evergreen Media Corporation of Detroit, as
Licensee, and Kidstar Interactive Media Incorporated, as
Time Broker.
2.21(p) -- Asset Purchase Agreement dated July 15, 1996 by and among
Century Chicago Broadcasting L.P., Century Broadcasting
Corporation, Evergreen Media Corporation of Los Angeles
and Evergreen Media Corporation of Chicago.
2.22(p) -- Asset Purchase Agreement dated August 12, 1996 by and
among Chancellor Broadcasting Company, Shamrock
Broadcasting, Inc. and Evergreen Media Corporation of the
Great Lakes.
2.23(p) -- Asset Purchase Agreement dated as of August 12, 1996
between Secret Communications Limited Partnership and
Evergreen Media Corporation of Los Angeles (WQRS-FM) (See
table of contents for list of omitted exhibits and
schedules).
2.24(p) -- Asset Purchase Agreement dated as of August 12, 1996
between Secret Communications Limited Partnership and
Evergreen Media Corporation of Los Angeles (See table of
contents for list of omitted schedules).
2.25(q) -- Letter of intent dated August 27, 1996 between EZ
Communications, Inc. and Evergreen Media Corporation.
2.26(q) -- Asset Purchase Agreement dated September 19, 1996 between
Beasley-FM Acquisition Corp., WDAS License Limited
Partnership and Evergreen Media Corporation of Los
Angeles.
2.27(q) -- Asset Purchase Agreement dated September 19, 1996 between
The Brown Organization and Evergreen Media Corporation of
Los Angeles.
2.28(r) -- Stock Purchase Agreement by and between Viacom
International Inc. and Evergreen Media Corporation of Los
Angeles, dated February 16, 1997 (See table of contents
for omitted schedules and exhibits).
2.29(r) -- Agreement and Plan of Merger, by and among Evergreen
Media Corporation, Chancellor Broadcasting Company and
Chancellor Radio Broadcasting Company, dated as of
February 19, 1997.
</TABLE>

II-3
<PAGE> 15

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.30(r) -- Stockholders Agreement, by and among Chancellor
Broadcasting Company, Evergreen Media Corporation, Scott
K. Ginsburg (individually and as custodian for certain
shares held by his children), HM2/Chancellor, L.P.,
Hicks, Muse, Tate & First Equity Fund 11, L.P., HM2/HMW,
L.P., The Chancellor Business Trust, HM2/HMD Sacramento
GP, L.P., Thomas O. Hicks, as Trustee of the William Cree
Hicks 1992 Irrevocable Trust, Thomas O. Hicks, as Trustee
of the Catherine Forgave Hicks 1993 Irrevocable Trust,
Thomas O. Hicks, as Trustee of the John Alexander Hicks
1984 Trust, Thomas O. Hicks, as Trustee of the Mack
Hardin Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
Robert Bradley Hicks 1984 Trust, Thomas O. Hicks, as
Trustee of the Thomas O. Hicks, Jr. 1984 Trust, Thomas O.
Hicks and H. Rand Reynolds, as Trustees for the Muse
Children's GS Trust, and Thomas O. Hicks, dated as of
February 19, 1997.
2.31(r) -- Joint Purchase Agreement, by and among Chancellor Radio
Broadcasting Company, Chancellor Broadcasting Company,
Evergreen Media Corporation of Los Angeles, and Evergreen
Media Corporation, dated as of February 19, 1997.
2.32(s) -- Asset Exchange Agreement, by and among EZ Communications,
Inc., Professional Broadcasting Incorporated, EZ
Philadelphia, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of Charlotte,
Evergreen Media Corporation of the East, Evergreen Media
Corporation of Carolinaland, WBAV/WBAV-FM/ WPEG License
Corp. and WRFX License Corp., dated as of December 5,
1996 (See table of contents for list of omitted
schedules).
2.33(s) -- Asset Purchase Agreement, by and among EZ Communications,
Inc., Professional Broadcasting Incorporated, EZ
Charlotte, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of the East and
Evergreen Media Corporation of Carolinaland, dated as of
December 5, 1996 (See table of contents for list of
omitted schedules).
2.34(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: WGCI-AM and WGCI-FM), dated as of April
4, 1997 (see table of contents for list of omitted
schedules and exhibits).
2.35(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: KKBQ-AM and KKBQ-FM), dated as of April
4, 1997 (see table of contents for list of omitted
schedules and exhibits).
2.36(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: KHKS-FM), dated as of April 4, 1997 (see
table of contents for list of omitted schedules and
exhibits).
</TABLE>

II-4
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.41(y) -- Amended and Restated Agreement and Plan of Merger among
Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company, Evergreen Media Corporation,
Evergreen Mezzanine Holdings Corporation and Evergreen
Media Corporation of Los Angeles, dated as of February
19, 1997, amended and restated as of July 31, 1997.
2.42(gg) -- Option Agreement, by and among Evergreen Media
Corporation, Chancellor Broadcasting Company, Bonneville
International Corporation and Bonneville Holding Company,
dated as of August 6, 1997.
2.43(ss) -- Letter Agreement, dated February 20, 1998, between CMCLA
and Capstar Broadcasting Corporation.
2.44(yy) -- Amendment No. 1, dated May 19, 1998, to Letter Agreement
dated February 20, 1998, between CMCLA and Capstar
Broadcasting Corporation.
2.45(yy) -- Unit and Stock Purchase Agreement by and among CMCLA,
Martin Media, L.P., Martin & MacFarlane, Inc., Nevada
Outdoor Systems, Inc., MW Sign Corp. and certain sellers
named therein, dated as of June 19, 1998 (see table of
contents for list of omitted schedules and exhibits).
2.46(yy) -- Agreement and Plan of Merger between Chancellor Media
Corporation and Ranger Equity Holdings Corporation dated
as of July 7, 1998.
2.46A+ -- Termination Agreement, dated as of March 15, 1999,
between Chancellor Media Corporation and Ranger Equity
Holdings Corporation.
2.47(yy) -- Asset Purchase Agreement: dated August 11, 1998, between
Chancellor Media Corporation of Los Angeles and
Independent Group Limited Partnership.
2.48(yy) -- Asset Purchase Agreement, dated August 11, 1998, between
Chancellor Media Corporation of Los Angeles and Zapis
Communications Corporation.
2.49(yy) -- Stock Purchase Agreement, dated August 11, 1998, among
Chancellor Media Corporation of Los Angeles, Young Ones,
Inc., Zebra Broadcasting Corporation and the Sellers
named therein.
2.50(yy) -- Stock Purchase Agreement, dated August 11, 1998, among
Chancellor Media Corporation of Los Angeles, ML Media
Partners LP., Wincom Broadcasting Corporation and WIN
Communications, Inc.
2.52(ddd) -- Agreement and Plan of Merger among Chancellor Media
Corporation, Capstar Broadcasting Corporation and CBC
Acquisition Company, Inc., dated as of August 26, 1998.
2.53(zz) -- Asset Purchase Agreement, dated August 30, 1998, by and
among Chancellor Media Corporation of Los Angeles,
Whiteco Industries Inc. and Metro Management Associates.
</TABLE>

II-5
<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.54(ggg) -- Asset Purchase Agreement, dated as of August 14, 1998, by
and among Chancellor Media Corporation of Illinois,
Chancellor Media Illinois License Corp. and ABC, Inc.
2.55(hhh) -- Amended and Restated Agreement and Plan of Merger, dated
as of April 29, 1999, among Chancellor Media Corporation,
Capstar Broadcasting Corporation, CBC Acquisition
Company, Inc. and CMC Merger Sub, Inc.
2.56(hhh) -- Asset Purchase Agreement, dated as of September 15, 1998,
by and between The Broadcast Group, Inc. and Chancellor
Media/ Shamrock Broadcasting, Inc.
2.57(iii) -- Stock Purchase Agreement, dated as of June 1, 1999, by
and between Lamar Advertising Company and Chancellor
Media Corporation of Los Angeles.
2.58(iii) -- Subscription Agreement, dated as of June 1, 1999, by and
between Lamar Advertising Company and Chancellor Media
Corporation of Los Angeles.
2.59(iii) -- Voting Agreement, dated as of June 1, 1999, by and among
Lamar Advertising Company, Chancellor Media Corporation
of Los Angeles and Reilly Family Limited Partnership.
2.60* -- First Amendment to Amended and Restated Agreement and
Plan of Merger, dated as of June 30, 1999, among
Chancellor Media Corporation, Capstar Broadcasting
Corporation and CMC Merger Sub, Inc.
3.1C(ss) -- Amended and Restated Certificate of Incorporation of
Chancellor Media Corporation.
3.2B(ss) -- Amended and Restated Bylaws of Chancellor Media.
4.10(t) -- Second Amended and Restated Loan Agreement dated as of
April 25, 1997 among Evergreen Media Corporation of Los
Angeles, the financial institutions whose names appear as
Lenders on the signature pages thereof (the "Lenders"),
Toronto Dominion Securities, Inc., as Arranging Agent,
The Bank of New York and Bankers Trust Company, as
Co-Syndication Agents, NationsBank of Texas, N.A. and
Union Bank of California, as Co-Documentation Agents, and
Toronto Dominion (Texas), Inc., as Administrative Agent
for the Lenders, together with certain collateral
documents attached thereto as exhibits, including
Assignment of Partnership Interests, Assignment of Trust
Interests, Borrower's Pledge Agreement, Parent Company
Guaranty, Stock Pledge Agreement, Subsidiary Guaranty and
Subsidiary Pledge Agreement (see table of contents for
list of omitted schedules and exhibits).
4.11(z) -- First Amendment to Second Amended and Restated Loan
Agreement, dated June 26, 1997, among Evergreen Media
Corporation of Los Angeles, the Lenders, the Agents and
the Administrative Agent.
4.15(aa) -- Indenture, dated as of February 14, 1996, governing the
9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
</TABLE>

II-6
<PAGE> 18

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.16(bb) -- First Supplemental Indenture, dated as of February 14,
1996, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.17(cc) -- Indenture, dated as of February 26, 1996, governing the
12 1/4% Subordinated Exchange Debentures due 2008 of
CMCLA.
4.18(dd) -- Indenture, dated as of January 23, 1997, governing the
12% Subordinated Exchange Debentures due 2009 of CMCLA.
4.19(ee) -- Indenture, dated as of June 24, 1997, governing the
8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.21(ff) -- Specimen of the 12 1/4% Series A Senior Cumulative
Exchangeable Preferred Stock Certificate of CMCLA.
4.22(ff) -- Specimen of the 12% Exchangeable Preferred Stock
Certificate of CMCLA.
4.23(ff) -- Form of Certificate of Designation for the 12 1/4% Series
A Senior Cumulative Exchangeable Preferred Stock of
CMCLA.
4.24(ff) -- Form of Certificate of Designation for the 12%
Exchangeable Preferred Stock of CMCLA.
4.25(qq) -- Second Amendment to Second Amended and Restated Loan
Agreement, dated August 7, 1997, among Evergreen Media
Corporation of Los Angeles, the Lenders, the Agents and
the Administrative Agent.
4.26(hh) -- Second Supplemental Indenture, dated as of April 15,
1997, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.27(qq) -- Third Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.28(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated June 24, 1997, governing the
8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.29(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated February 26, 1997, governing
the 12 1/4% Subordinated Exchange Debentures due 2008 of
CMCLA.
4.30(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated January 23, 1997, governing
the 12% Subordinated Exchange Debentures due 2009 of
CMCLA.
4.34(uu) -- Amended and Restated Indenture, dated as of October 28,
1997, governing the 10 1/2% Senior Subordinated Notes due
2007 of CMCLA.
4.35(uu) -- Second Supplement Indenture, dated as of October 28,
1997, to the Amended and Restated Indenture dated October
28, 1997 governing the 10 1/2% Senior Subordinated Notes
due 2007 of CMCLA.
4.36(uu) -- Third Amendment to Second Amended and Restated Loan
Agreement, dated October 28, 1997, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
</TABLE>

II-7
<PAGE> 19

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.37(uu) -- Fourth Amendment to Second Amended and Restated Loan
Agreement, dated February 10, 1998, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
4.38(vv) -- Indenture, dated as of December 22, 1997, governing the
8 1/8% Senior Subordinated Notes due 2007 of CMCLA.
4.39(ww) -- Fifth Amendment to Second Amended and Restated Loan
Agreement, dated May 1, 1998, among CMCLA, the Lenders,
the Agents and the Administrative Agent.
4.40(yy) -- Sixth Amendment to Second Amended and Restated Loan
Agreement, dated July 31, 1998, among CMCLA, the Lenders,
the Agents and the Administrative Agent.
4.41(zz) -- Indenture, dated as of September 30, 1998, governing the
9% Senior Subordinated Notes due 2008 of CMCLA.
4.42(aaa) -- Seventh Amendment to Second Amended and Restated Loan
Agreement, dated November 9, 1998, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
4.43(zz) -- Indenture, dated as of November 17, 1998, governing the
8% Notes due 2008 of CMCLA.
5.1+ -- Opinion of Weil, Gotshal & Manges LLP.
8.1+ -- Opinion regarding certain tax matters of Weil, Gotshal &
Manges LLP.
8.2+ -- Opinion regarding certain tax matters of Vinson & Elkins
L.L.P.
10.23(xx) -- Amended and Restated Chancellor Media Corporation Stock
Option Plan for Non-employee Directors.
10.26(n) -- Employment Agreement dated February 9, 1996 by and
between Evergreen Media Corporation and Kenneth J.
O'Keefe.
10.28(o) -- 1995 Stock Option Plan for executive officers and key
employees of Evergreen Media Corporation.
10.30(qq) -- First Amendment to Employment Agreement dated March 1,
1997 by and between Evergreen Media Corporation and
Kenneth J. O'Keefe.
10.31(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and Scott K. Ginsburg.
10.32(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and James de Castro.
10.33(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and Matthew E. Devine.
10.34(qq) -- Second Amendment to Employment Agreement dated September
4, 1997 by and among Evergreen Media Corporation,
Evergreen Media Corporation of Los Angeles and Kenneth J.
O'Keefe.
</TABLE>

II-8
<PAGE> 20

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.35(ii) -- Employment Agreement dated February 14, 1996 by and among
Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company and Steven Dinetz.
10.36(jj) -- Chancellor Broadcasting Company 1996 Stock Award Plan.
10.37(kk) -- Chancellor Holdings Corp. 1994 Director Stock Option
Plan.
10.38(ll) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Steven Dinetz.
10.39(mm) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Eric W. Neuman.
10.40(nn) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Marvin Dinetz.
10.41(oo) -- Stock Option Grant Letter dated February 14, 1997 from
Chancellor Broadcasting Company to Carl M. Hirsch.
10.44(vv) -- Agreement dated April 20, 1998 by and among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles and Scott K. Ginsburg.
10.45(vv) -- Employment Agreement dated April 29, 1998 by and among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Jeffrey A. Marcus.
10.46(yy) -- Chancellor Media Corporation 1998 Stock Option Plan.
10.47(yy) -- Voting Agreement, among Chancellor Media Corporation and
Ranger Equity Partners, L.P. dated as of July 7, 1998.
10.48(zz) -- Employment Agreement, dated as of May 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and James E. de Castro.
10.49(zz) -- Employment Agreement, dated as of May 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Matthew E. Devine.
10.50(zz) -- Employment Agreement, dated as of June 1, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Eric C. Neuman.
10.51(zz) -- Employment Agreement, dated as of August 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and James A. McLaughlin, Jr.
10.52(bbb) -- Agreement, dated as of January 6, 1999, among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles, Matthew E. Devine and Vicki Devine.
10.53(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Jeffrey A. Marcus.
10.54(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and James E. de Castro.
</TABLE>

II-9
<PAGE> 21

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.55(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Eric C. Neuman.
10.56(ccc) -- Employment Agreement, dated as of October 1, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Thomas P. McMillin.
10.57(ccc) -- Amendment No. 1 to Employment Agreement, dated as of
January 6, 1999, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Thomas P. McMillin.
10.58(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and James A. McLaughlin, Jr.
10.59(eee) -- Agreement, dated as of March 15, 1999, between Jeffrey A.
Marcus, Nancy Cain Marcus, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.60(eee) -- Agreement, dated as of March 15, 1999, between Eric C.
Neuman, Elizabeth M. Neuman, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.61(eee) -- Agreement, dated as of March 15, 1999, between Thomas P.
McMillin, Brigette McMillin, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.62+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and R. Steven Hicks.
10.63+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and D. Geoffrey Armstrong.
10.64+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and William S. Banowsky.
10.65+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and
James E. de Castro.
10.66+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and
Kenneth J. O'Keefe.
10.67+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and R.
Steven Hicks.
10.68+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and D.
Geoffrey Armstrong.
10.69+ -- Non-Qualified Stock Grant Agreement, effective as of
April 9, between Chancellor Media Corporation and William
S. Banowsky.
</TABLE>

II-10
<PAGE> 22

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.70+ -- Amendment No. 1 to Amended and Restated Employment
Agreement, dated as of May 18, 1999, among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles and James E. de Castro.
10.71+ -- Employment Agreement, dated as of May 18, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Kenneth J. O'Keefe.
10.72+ -- Chancellor Media Corporation 1999 Stock Option Plan.
21.1(ccc) -- Subsidiaries of Chancellor Media Corporation.
23.1+ -- Consent of Weil, Gotshal & Manges LLP (included as part
of their opinion listed as Exhibit 5.1).
23.2+ -- Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3+ -- Consent of KPMG LLP, independent accountants.
23.4+ -- Consent of BDO Seidman, LLP, independent accountants.
23.5+ -- Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.6+ -- Consent of Ernst & Young LLP, independent accountants.
23.7+ -- Consent of KPMG LLP, independent accountants.
23.8+ -- Consent of Arthur Andersen LLP, independent accountants.
23.9+ -- Consent of Barbich Longcrier Hooper & King Accountancy
Corporation, independent auditors.
23.10+ -- Consent of Kleiman, Carney & Greenbaum, independent
accountants.
23.11+ -- Consent of Vinson & Elkins L.L.P. (included as part of
its opinion listed as Exhibit 8.2).
24.1+ -- Powers of Attorney (included on signature pages).
99.1(fff) -- Certificate of Incorporation of Capstar Broadcasting
Corporation.
99.2(fff) -- Bylaws of Capstar Broadcasting Corporation.
99.3+ -- Consent of Salomon Smith Barney Inc., financial advisor
to the Special Committee of the Board of Directors of
Chancellor Media.
99.4+ -- Consent of Wasserstein Perella & Co., Inc., financial
advisor to the Special Committee of the Board of
Directors of Chancellor Media.
99.5+ -- Consent of Morgan Stanley & Co. Incorporated, financial
advisor to the Board of Directors of Chancellor Media.
99.6+ -- Consent of Bear, Stearns & Co. Inc., financial advisor to
the Special Committee of the Board of Directors of
Capstar.
</TABLE>

II-11
<PAGE> 23

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
99.7+ -- Consent of Credit Suisse First Boston Corporation,
financial advisor to the Board of Directors of Capstar.
99.8+ -- Consent of BT Wolfensohn, financial advisor to the Board
of Directors of Capstar.
99.9+ -- Opinion of Bear Stearns & Co. Inc. dated August 26, 1998.
99.10+ -- Opinion of Bear Stearns & Co. Inc. dated April 13, 1999.
99.11+ -- Consent of Person About to Become a Director from R.
Gerald Turner
</TABLE>

- ---------------

* Filed herewith.

+ Previously filed.

(h) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated July 14, 1995.

(i) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated January 17, 1996.

(j) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Quarterly Report on Form 10-Q for the quarterly period
ending June 30, 1995.

(n) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

(o) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1996.

(p) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996.

(q) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Registration Statement on Form S-3, as amended (Reg.
No. 333-12453).

(r) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated February 16, 1997 and
filed March 9, 1997.

(s) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.

(t) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated April 1, 1997 and
filed May 9, 1997.

(y) Incorporated by reference to the identically numbered exhibit of
Chancellor Media's Registration Statement on Form S-4, filed August 1,
1997.

(z) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated July 7, 1997 and filed
July 31, 1997.

(aa) Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K
of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.

(bb) Incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K
of Chancellor Broadcasting Company, Chancellor Radio Broadcasting Company
and Chancellor Broadcasting Licensee Company for the fiscal year ended
December 31, 1995.

II-12
<PAGE> 24

(cc) Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K
of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company, as filed on February 29, 1996.

(dd) Incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K
of Chancellor Radio Broadcasting Company, as filed on February 6, 1997.

(ee) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company as filed on July 17, 1997.

(ff) Incorporated by reference to the identically-numbered exhibit to the
Registration Statement on Form S-4 (Reg. No. 333-32259), dated July 29,
1997, as amended, of CMCLA.

(gg) Incorporated by reference to the identically numbered exhibit to the
Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the
quarterly period ending June 30, 1997.

(hh) Incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form
10-Q of Chancellor Broadcasting Company and Chancellor Radio Broadcasting
Company for the quarterly period ending March 31, 1997.

(ii) Incorporated by reference to Exhibit 10.6 to Chancellor Broadcasting
Company's Registration Statement on Form S-1 (Reg. No. 333-02782) filed
February 9, 1996.

(jj) Incorporated by reference to Exhibit 4.22 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(kk) Incorporated by reference to Exhibit 4.23 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(ll) Incorporated by reference to Exhibit 4.24 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(mm) Incorporated by reference to Exhibit 4.25 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(nn) Incorporated by reference to Exhibit 4.26 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(oo) Incorporated by reference to Exhibit 4.27 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-35039), dated September
5, 1997.

(qq) Incorporated by reference to the identically numbered exhibit to the
CMCLA's Registration Statement on Form S-4 (Reg. No. 333-36451), dated
September 26, 1997, as amended.

(ss) Incorporated by reference to the identically numbered exhibit to the
Current Report on Form 8-K of Chancellor Media and CMCLA, dated as of
February 23, 1998 and filed as of February 27, 1998.

(uu) Incorporated by reference to the identically numbered exhibit to the
Annual Report on Form 10-K of Chancellor and CMCLA for the fiscal year
ended December 31, 1997.

(vv) Incorporated by reference to the identically numbered exhibit to CMCLA's
Registration Statement on Form S-4 (Reg. No. 333-50739), dated April 22,
1998, as amended.

(ww) Incorporated by reference to the identically numbered exhibit to the
Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the
quarterly period ending March 31, 1998.

II-13
<PAGE> 25

(xx) Incorporated by reference to Exhibit 4.41 to Chancellor Media's
Registration Statement on Form S-8 (Reg. No. 333-53179), dated May 20,
1998.

(yy) Incorporated by reference to the identically numbered exhibit to the
Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the
quarterly period ending June 30, 1998.

(zz) Incorporated by reference to Exhibit 4.41 to CMCLA's Registration
Statement on Form S-4 (Reg. No. 333-66971), initially filed November 9,
1998, as amended.

(aaa) Incorporated by reference to Exhibit 4.42 to the Quarterly Report on Form
10-Q of Chancellor Media and CMCLA for the quarterly period ending
September 30, 1998.

(bbb) Incorporated by reference to the identically numbered exhibit to the
Current Report on Form 8-K of Chancellor Media and CMCLA, dated as of
January 7, 1999 and filed as of January 7, 1999.

(ccc) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Registration Statement on Form S-4 (Reg. No.
333-72481), dated as of February 17, 1999, as amended.

(ddd) Incorporated by reference to the identically numbered exhibit to the
Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the
quarterly period ending September 30, 1998.

(eee) Incorporated by reference to the identically numbered exhibit to the
Annual Report on Form 10-K of Chancellor Media and CMCLA for the fiscal
year ending December 31, 1998.

(fff) Incorporated by reference to Exhibits 3.1 and 3.2 to Capstar's Amendment
No. 3 to Registration Statement on Form S-1, dated May 19, 1998, File No.
333-48819.

(ggg) Incorporated by reference to the identically numbered exhibit to the
Current Report on Form 8-K of Chancellor Media Corporation of Los Angeles,
as amended, filed on May 5, 1999.

(hhh) Incorporated by reference to the identically numbered exhibit to the
Quarterly Report on Form 10-Q of Chancellor Media and CMCLA for the
quarterly period ending March 31, 1999.

(iii) Incorporated by reference to Exhibits 2.1, 2.2 and 2.3 to Chancellor
Media's Form 8-K, dated June 7, 1999 and filed on June 8, 1999.

B. Financial Statement Schedules

All schedules have been omitted since the required information is either not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.

C. Fairness Opinions

See Annex II, III-A, III-B, IV, V, VI and VII of the joint proxy
statement/prospectus. See also exhibits 99.9 and 99.10 to this registration
statement.

ITEM 22. UNDERTAKINGS.

A. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the

II-14
<PAGE> 26

provisions described under Item 20 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expense incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

B. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

C. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

D. (1) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus: (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933, as amended, and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

II-15
<PAGE> 27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on June 30, 1999.

CHANCELLOR MEDIA CORPORATION

By: /s/ D. GEOFFREY ARMSTRONG
------------------------------------
D. Geoffrey Armstrong
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Chairman of the Board and June 30, 1999
- --------------------------------------------- Chief Executive Officer
Thomas O. Hicks (Principal Executive
Officer)

* Vice Chairman and Chief June 30, 1999
- --------------------------------------------- Executive Officer of the
James E. de Castro Chancellor Radio and
Outdoor Group

* Vice Chairman and Chief June 30, 1999
- --------------------------------------------- Executive Officer of the
R. Steven Hicks Chancellor Media Services
Group

/s/ D. GEOFFREY ARMSTRONG Executive Vice President and June 30, 1999
- --------------------------------------------- Chief Financial Officer
D. Geoffrey Armstrong (Principal Financial
Officer)

/s/ W. SCHUYLER HANSEN Senior Vice President, Chief June 30, 1999
- --------------------------------------------- Accounting Officer
W. Schuyler Hansen (Principal Accounting
Officer)

* Director June 30, 1999
- ---------------------------------------------
Robert L. Crandall

* Director June 30, 1999
- ---------------------------------------------
Thomas J. Hodson
</TABLE>

II-16
<PAGE> 28

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Director June 30, 1999
- ---------------------------------------------
Vernon E. Jordan, Jr.

* Director June 30, 1999
- ---------------------------------------------
Michael J. Levitt

* Director June 30, 1999
- ---------------------------------------------
Perry J. Lewis

* Director June 30, 1999
- ---------------------------------------------
Jeffrey A. Marcus

* Director June 30, 1999
- ---------------------------------------------
John H. Massey

/s/ LAWRENCE D. STUART, JR. Director June 30, 1999
- ---------------------------------------------
Lawrence D. Stuart, Jr.

* Director June 30, 1999
- ---------------------------------------------
J. Otis Winters
</TABLE>

*By: /s/ D. GEOFFREY
ARMSTRONG
---------------------------
D. Geoffrey Armstrong
Attorney-in-Fact

II-17
<PAGE> 29

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.21(p) -- Asset Purchase Agreement dated July 15, 1996 by and among
Century Chicago Broadcasting L.P., Century Broadcasting
Corporation, Evergreen Media Corporation of Los Angeles
and Evergreen Media Corporation of Chicago.
2.22(p) -- Asset Purchase Agreement dated August 12, 1996 by and
among Chancellor Broadcasting Company, Shamrock
Broadcasting, Inc. and Evergreen Media Corporation of the
Great Lakes.
2.23(p) -- Asset Purchase Agreement dated as of August 12, 1996
between Secret Communications Limited Partnership and
Evergreen Media Corporation of Los Angeles (WQRS-FM) (See
table of contents for list of omitted exhibits and
schedules).
2.24(p) -- Asset Purchase Agreement dated as of August 12, 1996
between Secret Communications Limited Partnership and
Evergreen Media Corporation of Los Angeles (See table of
contents for list of omitted schedules).
2.25(q) -- Letter of intent dated August 27, 1996 between EZ
Communications, Inc. and Evergreen Media Corporation.
2.26(q) -- Asset Purchase Agreement dated September 19, 1996 between
Beasley-FM Acquisition Corp., WDAS License Limited
Partnership and Evergreen Media Corporation of Los
Angeles.
2.27(q) -- Asset Purchase Agreement dated September 19, 1996 between
The Brown Organization and Evergreen Media Corporation of
Los Angeles.
2.28(r) -- Stock Purchase Agreement by and between Viacom
International Inc. and Evergreen Media Corporation of Los
Angeles, dated February 16, 1997 (See table of contents
for omitted schedules and exhibits).
2.29(r) -- Agreement and Plan of Merger, by and among Evergreen
Media Corporation, Chancellor Broadcasting Company and
Chancellor Radio Broadcasting Company, dated as of
February 19, 1997.
2.30(r) -- Stockholders Agreement, by and among Chancellor
Broadcasting Company, Evergreen Media Corporation, Scott
K. Ginsburg (individually and as custodian for certain
shares held by his children), HM2/Chancellor, L.P.,
Hicks, Muse, Tate & First Equity Fund 11, L.P., HM2/HMW,
L.P., The Chancellor Business Trust, HM2/HMD Sacramento
GP, L.P., Thomas O. Hicks, as Trustee of the William Cree
Hicks 1992 Irrevocable Trust, Thomas O. Hicks, as Trustee
of the Catherine Forgave Hicks 1993 Irrevocable Trust,
Thomas O. Hicks, as Trustee of the John Alexander Hicks
1984 Trust, Thomas O. Hicks, as Trustee of the Mack
Hardin Hicks 1984 Trust, Thomas O. Hicks, as Trustee of
Robert Bradley Hicks 1984 Trust, Thomas O. Hicks, as
Trustee of the Thomas O. Hicks, Jr. 1984 Trust, Thomas O.
Hicks and H. Rand Reynolds, as Trustees for the Muse
Children's GS Trust, and Thomas O. Hicks, dated as of
February 19, 1997.
</TABLE>
<PAGE> 31

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.31(r) -- Joint Purchase Agreement, by and among Chancellor Radio
Broadcasting Company, Chancellor Broadcasting Company,
Evergreen Media Corporation of Los Angeles, and Evergreen
Media Corporation, dated as of February 19, 1997.
2.32(s) -- Asset Exchange Agreement, by and among EZ Communications,
Inc., Professional Broadcasting Incorporated, EZ
Philadelphia, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of Charlotte,
Evergreen Media Corporation of the East, Evergreen Media
Corporation of Carolinaland, WBAV/WBAV-FM/ WPEG License
Corp. and WRFX License Corp., dated as of December 5,
1996 (See table of contents for list of omitted
schedules).
2.33(s) -- Asset Purchase Agreement, by and among EZ Communications,
Inc., Professional Broadcasting Incorporated, EZ
Charlotte, Inc., Evergreen Media Corporation of Los
Angeles, Evergreen Media Corporation of the East and
Evergreen Media Corporation of Carolinaland, dated as of
December 5, 1996 (See table of contents for list of
omitted schedules).
2.34(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: WGCI-AM and WGCI-FM), dated as of April
4, 1997 (see table of contents for list of omitted
schedules and exhibits).
2.35(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: KKBQ-AM and KKBQ-FM), dated as of April
4, 1997 (see table of contents for list of omitted
schedules and exhibits).
2.36(t) -- Asset Purchase Agreement by and between Pacific and
Southern Company, Inc. and Evergreen Media Corporation of
Los Angeles (re: KHKS-FM), dated as of April 4, 1997 (see
table of contents for list of omitted schedules and
exhibits).
2.41(y) -- Amended and Restated Agreement and Plan of Merger among
Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company, Evergreen Media Corporation,
Evergreen Mezzanine Holdings Corporation and Evergreen
Media Corporation of Los Angeles, dated as of February
19, 1997, amended and restated as of July 31, 1997.
2.42(gg) -- Option Agreement, by and among Evergreen Media
Corporation, Chancellor Broadcasting Company, Bonneville
International Corporation and Bonneville Holding Company,
dated as of August 6, 1997.
2.43(ss) -- Letter Agreement, dated February 20, 1998, between CMCLA
and Capstar Broadcasting Corporation.
2.44(yy) -- Amendment No. 1, dated May 19, 1998, to Letter Agreement
dated February 20, 1998, between CMCLA and Capstar
Broadcasting Corporation.
</TABLE>
<PAGE> 32

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.45(yy) -- Unit and Stock Purchase Agreement by and among CMCLA,
Martin Media, L.P., Martin & MacFarlane, Inc., Nevada
Outdoor Systems, Inc., MW Sign Corp. and certain sellers
named therein, dated as of June 19, 1998 (see table of
contents for list of omitted schedules and exhibits).
2.46(yy) -- Agreement and Plan of Merger between Chancellor Media
Corporation and Ranger Equity Holdings Corporation dated
as of July 7, 1998.
2.46A+ -- Termination Agreement, dated as of March 15, 1999,
between Chancellor Media Corporation and Ranger Equity
Holdings Corporation.
2.47(yy) -- Asset Purchase Agreement: dated August 11, 1998, between
Chancellor Media Corporation of Los Angeles and
Independent Group Limited Partnership.
2.48(yy) -- Asset Purchase Agreement, dated August 11, 1998, between
Chancellor Media Corporation of Los Angeles and Zapis
Communications Corporation.
2.49(yy) -- Stock Purchase Agreement, dated August 11, 1998, among
Chancellor Media Corporation of Los Angeles, Young Ones,
Inc., Zebra Broadcasting Corporation and the Sellers
named therein.
2.50(yy) -- Stock Purchase Agreement, dated August 11, 1998, among
Chancellor Media Corporation of Los Angeles, ML Media
Partners LP., Wincom Broadcasting Corporation and WIN
Communications, Inc.
2.52(ddd) -- Agreement and Plan of Merger among Chancellor Media
Corporation, Capstar Broadcasting Corporation and CBC
Acquisition Company, Inc., dated as of August 26, 1998.
2.53(zz) -- Asset Purchase Agreement, dated August 30, 1998, by and
among Chancellor Media Corporation of Los Angeles,
Whiteco Industries Inc. and Metro Management Associates.
2.54(ggg) -- Asset Purchase Agreement, dated as of August 14, 1998, by
and among Chancellor Media Corporation of Illinois,
Chancellor Media Illinois License Corp. and ABC, Inc.
2.55(hhh) -- Amended and Restated Agreement and Plan of Merger, dated
as of April 29, 1999, among Chancellor Media Corporation,
Capstar Broadcasting Corporation, CBC Acquisition
Company, Inc. and CMC Merger Sub, Inc.
2.56(hhh) -- Asset Purchase Agreement, dated as of September 15, 1998,
by and between The Broadcast Group, Inc. and Chancellor
Media/ Shamrock Broadcasting, Inc.
2.57(iii) -- Stock Purchase Agreement, dated as of June 1, 1999, by
and between Lamar Advertising Company and Chancellor
Media Corporation of Los Angeles.
2.58(iii) -- Subscription Agreement, dated as of June 1, 1999, by and
between Lamar Advertising Company and Chancellor Media
Corporation of Los Angeles.
</TABLE>
<PAGE> 33

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.59(iii) -- Voting Agreement, dated as of June 1, 1999, by and among
Lamar Advertising Company, Chancellor Media Corporation
of Los Angeles and Reilly Family Limited Partnership.
2.60* -- First Amendment to Amended and Restated Agreement and
Plan of Merger, dated as of June 30, 1999, among
Chancellor Media Corporation, Capstar Broadcasting
Corporation and CMC Merger Sub, Inc.
3.1C(ss) -- Amended and Restated Certificate of Incorporation of
Chancellor Media Corporation.
3.2B(ss) -- Amended and Restated Bylaws of Chancellor Media.
4.10(t) -- Second Amended and Restated Loan Agreement dated as of
April 25, 1997 among Evergreen Media Corporation of Los
Angeles, the financial institutions whose names appear as
Lenders on the signature pages thereof (the "Lenders"),
Toronto Dominion Securities, Inc., as Arranging Agent,
The Bank of New York and Bankers Trust Company, as
Co-Syndication Agents, NationsBank of Texas, N.A. and
Union Bank of California, as Co-Documentation Agents, and
Toronto Dominion (Texas), Inc., as Administrative Agent
for the Lenders, together with certain collateral
documents attached thereto as exhibits, including
Assignment of Partnership Interests, Assignment of Trust
Interests, Borrower's Pledge Agreement, Parent Company
Guaranty, Stock Pledge Agreement, Subsidiary Guaranty and
Subsidiary Pledge Agreement (see table of contents for
list of omitted schedules and exhibits).
4.11(z) -- First Amendment to Second Amended and Restated Loan
Agreement, dated June 26, 1997, among Evergreen Media
Corporation of Los Angeles, the Lenders, the Agents and
the Administrative Agent.
4.15(aa) -- Indenture, dated as of February 14, 1996, governing the
9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.16(bb) -- First Supplemental Indenture, dated as of February 14,
1996, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.17(cc) -- Indenture, dated as of February 26, 1996, governing the
12 1/4% Subordinated Exchange Debentures due 2008 of
CMCLA.
4.18(dd) -- Indenture, dated as of January 23, 1997, governing the
12% Subordinated Exchange Debentures due 2009 of CMCLA.
4.19(ee) -- Indenture, dated as of June 24, 1997, governing the
8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.21(ff) -- Specimen of the 12 1/4% Series A Senior Cumulative
Exchangeable Preferred Stock Certificate of CMCLA.
4.22(ff) -- Specimen of the 12% Exchangeable Preferred Stock
Certificate of CMCLA.
4.23(ff) -- Form of Certificate of Designation for the 12 1/4% Series
A Senior Cumulative Exchangeable Preferred Stock of
CMCLA.
</TABLE>
<PAGE> 34

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.24(ff) -- Form of Certificate of Designation for the 12%
Exchangeable Preferred Stock of CMCLA.
4.25(qq) -- Second Amendment to Second Amended and Restated Loan
Agreement, dated August 7, 1997, among Evergreen Media
Corporation of Los Angeles, the Lenders, the Agents and
the Administrative Agent.
4.26(hh) -- Second Supplemental Indenture, dated as of April 15,
1997, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.27(qq) -- Third Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated February 14, 1996, governing
the 9 3/8% Senior Subordinated Notes due 2004 of CMCLA.
4.28(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated June 24, 1997, governing the
8 3/4% Senior Subordinated Notes due 2007 of CMCLA.
4.29(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated February 26, 1997, governing
the 12 1/4% Subordinated Exchange Debentures due 2008 of
CMCLA.
4.30(qq) -- First Supplemental Indenture, dated as of September 5,
1997, to the Indenture dated January 23, 1997, governing
the 12% Subordinated Exchange Debentures due 2009 of
CMCLA.
4.34(uu) -- Amended and Restated Indenture, dated as of October 28,
1997, governing the 10 1/2% Senior Subordinated Notes due
2007 of CMCLA.
4.35(uu) -- Second Supplement Indenture, dated as of October 28,
1997, to the Amended and Restated Indenture dated October
28, 1997 governing the 10 1/2% Senior Subordinated Notes
due 2007 of CMCLA.
4.36(uu) -- Third Amendment to Second Amended and Restated Loan
Agreement, dated October 28, 1997, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
4.37(uu) -- Fourth Amendment to Second Amended and Restated Loan
Agreement, dated February 10, 1998, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
4.38(vv) -- Indenture, dated as of December 22, 1997, governing the
8 1/8% Senior Subordinated Notes due 2007 of CMCLA.
4.39(ww) -- Fifth Amendment to Second Amended and Restated Loan
Agreement, dated May 1, 1998, among CMCLA, the Lenders,
the Agents and the Administrative Agent.
4.40(yy) -- Sixth Amendment to Second Amended and Restated Loan
Agreement, dated July 31, 1998, among CMCLA, the Lenders,
the Agents and the Administrative Agent.
4.41(zz) -- Indenture, dated as of September 30, 1998, governing the
9% Senior Subordinated Notes due 2008 of CMCLA.
</TABLE>
<PAGE> 35

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.42(aaa) -- Seventh Amendment to Second Amended and Restated Loan
Agreement, dated November 9, 1998, among CMCLA, the
Lenders, the Agents and the Administrative Agent.
4.43(zz) -- Indenture, dated as of November 17, 1998, governing the
8% Notes due 2008 of CMCLA.
5.1+ -- Opinion of Weil, Gotshal & Manges LLP.
8.1+ -- Opinion regarding certain tax matters of Weil, Gotshal &
Manges LLP.
8.2+ -- Opinion regarding certain tax matters of Vinson & Elkins
L.L.P.
10.23(xx) -- Amended and Restated Chancellor Media Corporation Stock
Option Plan for Non-employee Directors.
10.26(n) -- Employment Agreement dated February 9, 1996 by and
between Evergreen Media Corporation and Kenneth J.
O'Keefe.
10.28(o) -- 1995 Stock Option Plan for executive officers and key
employees of Evergreen Media Corporation.
10.30(qq) -- First Amendment to Employment Agreement dated March 1,
1997 by and between Evergreen Media Corporation and
Kenneth J. O'Keefe.
10.31(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and Scott K. Ginsburg.
10.32(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and James de Castro.
10.33(qq) -- Employment Agreement dated September 4, 1997 by and among
Evergreen Media Corporation, Evergreen Media Corporation
of Los Angeles and Matthew E. Devine.
10.34(qq) -- Second Amendment to Employment Agreement dated September
4, 1997 by and among Evergreen Media Corporation,
Evergreen Media Corporation of Los Angeles and Kenneth J.
O'Keefe.
10.35(ii) -- Employment Agreement dated February 14, 1996 by and among
Chancellor Broadcasting Company, Chancellor Radio
Broadcasting Company and Steven Dinetz.
10.36(jj) -- Chancellor Broadcasting Company 1996 Stock Award Plan.
10.37(kk) -- Chancellor Holdings Corp. 1994 Director Stock Option
Plan.
10.38(ll) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Steven Dinetz.
10.39(mm) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Eric W. Neuman.
10.40(nn) -- Stock Option Grant Letter dated September 30, 1995 from
Chancellor Corporation to Marvin Dinetz.
10.41(oo) -- Stock Option Grant Letter dated February 14, 1997 from
Chancellor Broadcasting Company to Carl M. Hirsch.
</TABLE>
<PAGE> 36

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.44(vv) -- Agreement dated April 20, 1998 by and among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles and Scott K. Ginsburg.
10.45(vv) -- Employment Agreement dated April 29, 1998 by and among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Jeffrey A. Marcus.
10.46(yy) -- Chancellor Media Corporation 1998 Stock Option Plan.
10.47(yy) -- Voting Agreement, among Chancellor Media Corporation and
Ranger Equity Partners, L.P. dated as of July 7, 1998.
10.48(zz) -- Employment Agreement, dated as of May 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and James E. de Castro.
10.49(zz) -- Employment Agreement, dated as of May 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Matthew E. Devine.
10.50(zz) -- Employment Agreement, dated as of June 1, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Eric C. Neuman.
10.51(zz) -- Employment Agreement, dated as of August 18, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and James A. McLaughlin, Jr.
10.52(bbb) -- Agreement, dated as of January 6, 1999, among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles, Matthew E. Devine and Vicki Devine.
10.53(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Jeffrey A. Marcus.
10.54(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and James E. de Castro.
10.55(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Eric C. Neuman.
10.56(ccc) -- Employment Agreement, dated as of October 1, 1998, by and
among Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Thomas P. McMillin.
10.57(ccc) -- Amendment No. 1 to Employment Agreement, dated as of
January 6, 1999, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and Thomas P. McMillin.
10.58(ccc) -- Amended and Restated Employment Agreement, dated as of
October 1, 1998, by and among Chancellor Media
Corporation, Chancellor Media Corporation of Los Angeles
and James A. McLaughlin, Jr.
</TABLE>
<PAGE> 37

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.59(eee) -- Agreement, dated as of March 15, 1999, between Jeffrey A.
Marcus, Nancy Cain Marcus, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.60(eee) -- Agreement, dated as of March 15, 1999, between Eric C.
Neuman, Elizabeth M. Neuman, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.61(eee) -- Agreement, dated as of March 15, 1999, between Thomas P.
McMillin, Brigette McMillin, Chancellor Media Corporation
and Chancellor Media Corporation of Los Angeles.
10.62+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and R. Steven Hicks.
10.63+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and D. Geoffrey Armstrong.
10.64+ -- Employment Agreement, dated as of April 29, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and William S. Banowsky.
10.65+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and
James E. de Castro.
10.66+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and
Kenneth J. O'Keefe.
10.67+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and R.
Steven Hicks.
10.68+ -- Non-Qualified Stock Option Grant Agreement, effective as
of April 9, between Chancellor Media Corporation and D.
Geoffrey Armstrong.
10.69+ -- Non-Qualified Stock Grant Agreement, effective as of
April 9, between Chancellor Media Corporation and William
S. Banowsky.
10.70+ -- Amendment No. 1 to Amended and Restated Employment
Agreement, dated as of May 18, 1999, among Chancellor
Media Corporation, Chancellor Media Corporation of Los
Angeles and James E. de Castro.
10.71+ -- Employment Agreement, dated as of May 18, 1999, among
Chancellor Media Corporation, Chancellor Media
Corporation of Los Angeles and Kenneth J. O'Keefe.
10.72+ -- Chancellor Media Corporation 1999 Stock Option Plan.
21.1(ccc) -- Subsidiaries of Chancellor Media Corporation.
23.1+ -- Consent of Weil, Gotshal & Manges LLP (included as part
of their opinion listed as Exhibit 5.1).
23.2+ -- Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3+ -- Consent of KPMG LLP, independent accountants.
</TABLE>
<PAGE> 38

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
23.4+ -- Consent of BDO Seidman, LLP, independent accountants.
23.5+ -- Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.6+ -- Consent of Ernst & Young LLP, independent accountants.
23.7+ -- Consent of KPMG LLP, independent accountants.
23.8+ -- Consent of Arthur Andersen LLP, independent accountants.
23.9+ -- Consent of Barbich Longcrier Hooper & King Accountancy
Corporation, independent auditors.
23.10+ -- Consent of Kleiman, Carney & Greenbaum, independent
accountants.
23.11+ -- Consent of Vinson & Elkins L.L.P. (included as part of
its opinion listed as Exhibit 8.2).
24.1+ -- Powers of Attorney (included on signature pages).
99.1(fff) -- Certificate of Incorporation of Capstar Broadcasting
Corporation.
99.2(fff) -- Bylaws of Capstar Broadcasting Corporation.
99.3+ -- Consent of Salomon Smith Barney Inc., financial advisor
to the Special Committee of the Board of Directors of
Chancellor Media.
99.4+ -- Consent of Wasserstein Perella & Co., Inc., financial
advisor to the Special Committee of the Board of
Directors of Chancellor Media.
99.5+ -- Consent of Morgan Stanley & Co. Incorporated, financial
advisor to the Board of Directors of Chancellor Media.
99.6+ -- Consent of Bear, Stearns & Co. Inc., financial advisor to
the Special Committee of the Board of Directors of
Capstar.
99.7+ -- Consent of Credit Suisse First Boston Corporation,
financial advisor to the Board of Directors of Capstar.
99.8+ -- Consent of BT Wolfensohn, financial advisor to the Board
of Directors of Capstar.
99.9+ -- Opinion of Bear Stearns & Co. Inc. dated August 26, 1998.
99.10+ -- Opinion of Bear Stearns & Co. Inc. dated April 13, 1999.
99.11+ -- Consent of Person About to Become a Director from R.
Gerald Turner
</TABLE>

- ---------------

* Filed herewith.

+ Previously filed.

(h) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated July 14, 1995.

(i) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Current Report on Form 8-K dated January 17, 1996.

(j) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Quarterly Report on Form 10-Q for the quarterly period
ending June 30, 1995.

(n) Incorporated by reference to the identically numbered exhibit to
Chancellor Media's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
<PAGE> 39