SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
CHANCELLOR MEDIA CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
158915 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas O. Hicks
200 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 740-7300
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
March 15, 1999; March 16, 1999
- --------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
(Continued on following pages)
Page 1
DA1:\165274\02\3J$Y02!.DOC\34982.0001
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 2
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. THOMAS O. HICKS
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,625,705
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
22,031,166
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,625,705
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,031,166
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,656,871
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.6%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 3
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
13,127,402
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.2%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 4
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR GP, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
13,127,402
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.2%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 5
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR HOLDINGS, INC.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
13,127,402
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.2%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 6
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/HMW, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
2,155,514
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,155,514
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,514
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 7
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
2,170,448
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 8
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/GP PARTNERS, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
2,170,448
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 9
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE GP PARTNERS, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
2,170,448
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 10
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE FUND II INCORPORATED
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
2,170,448
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,448
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 11
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM4 CHANCELLOR, L.P.
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
6,712,500
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,712,500
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,712,500
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.7%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE>
- ------------------------------------------------- -------------------------------------------------
CUSIP No. 158915 10 8 13D Page 12
- ------------------------------------------------- -------------------------------------------------
- --------- -------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE FUND IV LLC
- --------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------- ------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------- ------------------------------------------------------------------
8 SHARED VOTING POWER
6,712,500
------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,712,500
- --------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,712,500
- --------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- --------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.7%
- --------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------- -------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND
(II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
</TABLE>
<PAGE>
This Amendment No. 3 to Schedule 13D amends and supplements the
Statement on Schedule 13D initially filed with the Securities and Exchange
Commission (the "SEC") on or about September 15, 1997 (the "Schedule 13D"), as
amended by Amendment No. 1 filed on March 24, 1998, as further amended by
Amendment No. 2 filed on September 16, 1998, by Thomas O. Hicks, HM2/Chancellor,
L.P., HM2/Chancellor GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW, L.P.,
Hicks, Muse, Tate & Furst Equity Fund II, L.P., HM2/GP Partners, L.P., Hicks,
Muse GP Partners, L.P., and Hicks, Muse Fund II Incorporated, with respect to
the Common Stock, $0.01 par value ("Common Stock"), of Chancellor Media
Corporation (the "Company"). Unless otherwise indicated, capitalized terms used
herein shall have the respective meanings given such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
Mr. Thomas O. Hicks;
HM2/Chancellor, L.P., a Texas limited partnership
("HM2/Chancellor"); HM2/Chancellor GP, L.P., a Texas limited
partnership ("HM2/Chancellor GP"); HM2/Chancellor Holdings,
Inc., a Texas corporation ("HM2/Chancellor Holdings");
HM2/HMW, L.P., a Texas limited partnership ("HM2/HMW"); Hicks,
Muse, Tate & Furst Equity Fund II, L.P., a Delaware limited
partnership ("HM Fund II"); HM2/GP Partners, L.P., a Texas
limited partnership ("HM2/GP Partners"); Hicks, Muse GP
Partners, L.P., a Texas limited partnership ("Hicks Muse
Partners"); Hicks, Muse Fund II Incorporated, a Texas
corporation ("Fund II Incorporated"); HM4 Chancellor, L.P., a
Texas limited partnership ("HM4"); and Hicks, Muse Fund IV
LLC, a Texas limited liability company ("HM Fund IV").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 16, 1999, HM4 purchased an aggregate of 1,400,000
shares of Common Stock of the Company in the following transactions:
No. of Price
Shares Per Share
------ ---------
100,000 $44 1/8
500,000 $44
250,000 $43 1/2
250,000 $43 1/4
300,000 $43
Page 13
<PAGE>
On March 17, 1999, HM4 purchased an aggregate of 944,000 shares
of Common Stock of the Company in the following transactions:
No. of Price
Shares Per Share
------ ---------
580,000 $42
364,000 $41 15/16
On March 18, 1999, HM4 purchased an aggregate of 4,196,000
shares of Common Stock of the Company in the following transactions:
No. of Price
Shares Per Share
------ ---------
3,680,000 $42
516,000 $41 15/16
On March 19, 1999, HM4 purchased an aggregate of 30,000 shares
of Common Stock of the Company in the following transactions:
No. of Price
Shares Per Share
------ ---------
30,000 $42 3/4
On March 22, 1999, HM4 purchased an aggregate of 142,500 shares
of Common Stock of the Company in the following transactions:
No. of Price
Shares Per Share
------ ---------
132,500 $41 9/16
10,000 $41 1/2
All of the purchases described in this Item 3 were effected by
HM4 for its own account on The Nasdaq Stock Market's National Market in
brokers' transactions.
The source of funds for the purchase of such shares was a
portion of a $500 million line of credit facility from Bankers Trust Company
("Bankers Trust"). Bankers Trust provided the line of credit facility for
the sole purpose of providing interim financing to enable HM4 to purchase
such shares prior to the receipt by HM4 of additional capital contributions
from its partners. HM4 intends to repay the borrowings under the line of
credit facility within the next several days with capital contributions from
its partners. The terms of the line of credit facility are set forth in the
Line Letter and Eurodollar Rate Promissory Note attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock purchased by HM4 described in Item 3
to this Amendment No. 3 to Schedule 13D were purchased to implement HM4's
plan to obtain a substantial interest in the Company for investment
purposes. Thomas O. Hicks is the Chairman of the Board and Chief Executive
Officer of the Company and, through the relationships described in Item 5
hereof, may be deemed to beneficially own approximately 16.6% of the
outstanding shares of Common Stock of the Company.
Page 14
<PAGE>
On March 15, 1999, Hicks, Muse, Tate & Furst Incorporated, an
affiliate of the Filing Parties, announced that certain affiliates of the
Filing Parties may purchase up to $500 million in additional shares of
Common Stock of the Company in open market transactions commencing
immediately. The timing of any such purchases, the duration of the purchase
period and the actual number of shares to be purchased will depend on market
conditions.
In addition to the foregoing, the Company has (i) recently
announced the termination of its merger agreement with Ranger Equity
Holdings Corporation (indirect parent to LIN Television Corporation) and
(ii) a pending agreement relating to the merger of Capstar Broadcasting
Corporation ("Capstar") into a subsidiary of the Company. Certain of the
Filing Parties and their affiliates own substantial equity interests in
Capstar. Assuming the consummation of the merger transaction, certain of the
Filing Parties and their affiliates will receive additional shares of Common
Stock of the Company. The Capstar transaction is subject to various
conditions, including regulatory and stockholder approvals and, accordingly,
there can be no assurances that such transaction will be consummated.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)
(1) Following the transactions described in Item 3,
Mr. Hicks may be deemed to beneficially own in the aggregate
23,656,871 shares of the Common Stock of the Company,
representing approximately 16.6% of the outstanding shares of
Common Stock. Of such shares, Mr. Hicks has sole voting and
dispositive power with respect to 1,625,705 shares, and shared
voting and dispositive power with respect to 22,031,166 shares
as a result of the relationships described in paragraph (b)(1)
below.
(2) HM2/Chancellor may be deemed to beneficially own
in the aggregate 13,127,402 shares of the Common Stock of the
Company, representing approximately 9.2% of the outstanding
shares of Common Stock. Of such shares, HM2/Chancellor has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 13,127,402
shares as a result of the relationships described in paragraph
(b)(2) below.
(3) HM2/Chancellor GP may be deemed to beneficially
own in the aggregate 13,127,402 shares of the Common Stock of
the Company, representing approximately 9.2% of the outstanding
shares of Common Stock. Of such shares, HM2/Chancellor GP has
sole voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 13,127,402
shares as a result of the relationships described in paragraph
(b)(3) below.
(4) HM2/Chancellor Holdings may be deemed to
beneficially own in the aggregate 13,127,402 shares of the
Common Stock of the Company, representing approximately 9.2% of
the outstanding shares of Common Stock. Of such shares,
HM2/Chancellor Holdings has sole voting and dispositive power
with respect to no shares, and shared voting and dispositive
Page 15
<PAGE>
power with respect to 13,127,402 shares as a result of the
relationships described in paragraph (b)(4) below.
(5) HM2/HMW may be deemed to beneficially own in the
aggregate 2,155,514 shares of the Common Stock of the Company,
representing approximately 1.5% of the outstanding shares of
Common Stock. Of such shares, HM2/HMW has sole voting and
dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 2,155,514 shares as a
result of the relationships described in paragraph (b)(5) below.
(6)HM Fund II may be deemed to beneficially own in
the aggregate 2,170,448 shares of the Common Stock of the
Company, representing approximately 1.5% of the outstanding
shares of Common Stock. Of such shares, HM Fund II has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 2,170,448
shares as a result of the relationships described in paragraph
(b)(6) below.
(7) [Intentionally omitted.]
(8) HM2/GP Partners may be deemed to beneficially
own in the aggregate 2,170,448 shares of the Common Stock of the
Company, representing approximately 1.5% of the outstanding
shares of Common Stock. Of such shares, HM2/GP Partners has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 2,170,448
shares as a result of the relationships described in paragraph
(b)(8) below.
(9) Hicks Muse Partners may be deemed to
beneficially own in the aggregate 2,170,448 shares of the Common
Stock of the Company, representing approximately 1.5% of the
outstanding shares of Common Stock. Of such shares, Hicks Muse
Partners has sole voting and dispositive power with respect to
no shares, and shared voting and dispositive power with respect
to 2,170,448 shares as a result of the relationships described
in paragraph (b)(9) below.
(10) Fund II Incorporated may be deemed to
beneficially own in the aggregate 2,170,448 shares of the Common
Stock of the Company, representing approximately 1.5% of the
outstanding shares of Common Stock. Of such shares, Fund II
Incorporated has sole voting and dispositive power with respect
to no shares, and shared voting and dispositive power with
respect to 2,170,448 shares as a result of the relationships
described in paragraph (b)(10) below.
(11) HM4 may be deemed to beneficially own in the
aggregate 6,712,500 shares of the Common Stock of the Company,
representing approximately 4.7% of the outstanding shares of
Common Stock. Of such shares, HM4 has sole voting and
dispositive power with respect to no shares, and shared voting
Page 16
<PAGE>
and dispositive power with respect to 6,712,500 shares as a
result of the relationships described in paragraph (b)(11)
below.
(12) HM Fund IV may be deemed to beneficially own in
the aggregate 6,712,500 shares of the Common Stock of the
Company, representing approximately 4.7% of the outstanding
shares of Common Stock. Of such shares, HM Fund IV has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 6,712,500
shares as a result of the relationships described in paragraph
(b)(12) below.
(b)
(1) Of the 1,625,705 shares of Common Stock for
which Mr. Hicks has sole voting and dispositive power, 1,278,969
shares are held of record by Mr. Hicks, and 346,736 shares are
held of record by Mr. Hicks as the trustee of certain trusts for
the benefit of Mr. Hicks' children. Of the 22,031,166 shares of
Common Stock for which Mr. Hicks has shared voting and
dispositive power, 20,816 shares are owned by Mr. Hicks of
record as the co-trustee of a trust for the benefit of unrelated
parties, and 22,010,350 of such shares are owned of record
as follows: 13,127,402 shares of Common Stock are owned of
record by HM2/Chancellor; 2,155,514 shares of Common Stock are
owned of record by HM2/HMW; 14,934 shares of Common Stock are
owned of record by HM Fund II; and 6,712,500 shares of Common
Stock are owned of record by a nominee on behalf of HM4.
HM2/Chancellor GP is the general partner of
HM2/Chancellor and, therefore, may be deemed to be the
beneficial owner of the shares of Common Stock owned of record
by HM2/Chancellor. HM2/Chancellor Holdings is the general
partner of HM2/Chancellor GP and, therefore, may be deemed to be
the beneficial owner of the shares beneficially owned by
HM2/Chancellor GP. Mr. Hicks is the sole director and owns all
of the outstanding shares of capital stock of HM2/Chancellor
Holdings and, therefore, may be deemed to be the beneficial
owner of the shares of Common Stock beneficially owned by
HM2/Chancellor Holdings.
HM Fund II is the general partner of HM2/HMW and,
therefore, may be deemed to be the beneficial owner of the
shares held of record by HM2/HMW. HM2/GP Partners is the general
partner of HM Fund II and, therefore, may be deemed to be the
beneficial owner of the shares held of record and beneficially
owned by HM Fund II. Hicks Muse Partners is the general partner
of HM2/GP Partners and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/GP
Partners. Fund II Incorporated is the general partner of Hicks
Muse Partners and, therefore, may be deemed to be the beneficial
owner of the shares beneficially owned by Hicks Muse Partners.
Mr. Hicks is the controlling stockholder, Chairman of the Board,
Chief Executive Officer and Secretary of Fund II Incorporated
and, therefore, may be deemed to beneficially own all or a
portion of the shares of Common Stock beneficially owned by Fund
II Incorporated.
Page 17
<PAGE>
HM Fund IV is the general partner of HM4 and,
therefore, may be deemed to be the beneficial owner of the
shares beneficially owned by HM4. Mr. Hicks is the sole member
of HM Fund IV and, therefore, may be deemed to beneficially own
all or a portion of the shares of Common Stock beneficially
owned by HM Fund IV.
(2) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor has shared voting and dispositive power,
13,127,402 of such shares are held of record by HM2/Chancellor.
(3) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor GP has shared voting and dispositive power,
none of such shares are held of record by HM2/Chancellor GP, and
13,127,402 of such shares are held of record by HM2/Chancellor.
HM2/Chancellor GP is the general partner of HM2/Chancellor and,
therefore, may be deemed to be the beneficial owner of the
shares owned of record by HM2/Chancellor.
(4) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor Holdings has shared voting and dispositive
power, none of such shares are held of record by HM2/Chancellor
Holdings, and 13,127,402 of such shares may be beneficially
owned by HM2/Chancellor GP. HM2/Chancellor Holdings is the
general partner of HM2/Chancellor GP and, therefore, may be
deemed to be the beneficial owner of the shares beneficially
owned by HM2/Chancellor GP.
(5) Of the 2,155,514 shares of Common Stock for
which HM2/HMW has shared voting and dispositive power, 2,155,514
of such shares are held of record by HM2/HMW.
(6) Of the 2,170,448 shares of Common Stock for
which HM Fund II has shared voting and dispositive power, 14,934
of such shares are held of record by HM Fund II, and 2,155,514
of such shares are held of record by HM2/HMW. HM Fund II is the
general partner of HM2/HMW and, therefore, may be deemed to be
the beneficial owner of the shares held of record by HM2/HMW.
(7) [Intentionally omitted.]
(8) Of the 2,170,448 shares of Common Stock for
which HM2/GP Partners has shared voting and dispositive power,
none of such shares are held of record by HM2/GP Partners, and
2,170,448 of such shares are held of record and beneficially by
HM Fund II. HM2/GP Partners is the general partner of HM Fund II
and, therefore, may be deemed to be the beneficial owner of the
shares held of record and beneficially owned by HM Fund II.
(9) Of the 2,170,448 shares of Common Stock for
which Hicks Muse Partners has shared voting and dispositive
power, none of such shares are held of record by Hicks Muse
Partners, and 2,170,448 of such shares are beneficially owned by
Page 18
<PAGE>
HM2/GP Partners. Hicks Muse Partners is the general partner of
HM2/GP Partners and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM2/GP
Partners.
(10) Of the 2,170,448 shares of Common Stock for
which Fund II Incorporated has shared voting and dispositive
power, none of such shares are held of record by Fund II
Incorporated, and 2,170,448 of such shares may be beneficially
owned by Hicks Muse Partners. Fund II Incorporated is the
general partner of Hicks Muse Partners and, therefore, may be
deemed to be the beneficial owner of the shares beneficially
owned by Hicks Muse Partners.
(11) Of the 6,712,500 shares of Common Stock for
which HM4 has shared voting and dispositive power, 6,712,500 of
such shares are beneficially owned by HM4.
(12) Of the 6,712,500 shares of Common Stock for
which HM Fund IV has shared voting and dispositive power, none
of such shares are held of record by HM Fund IV, and 6,712,500
of such shares are beneficially owned by HM4. HM Fund IV is the
general partner of HM4 and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by HM4.
Each of the Filing Parties expressly disclaims (i) the existence
of any group and (ii) beneficial ownership with respect to any shares of
Common Stock covered by this Amendment No. 3 to Schedule 13D not owned by
him or it of record.
(c) See Item 3.
(d) The right to receive dividends on, and proceeds from the
sale of, the shares of Common Stock held of record by HM2/Chancellor,
HM2/HMW and HM Fund II and beneficially owned by HM4 described in paragraphs
(a) and (b) above is governed by the limited partnership agreements of each
of such entities, and such dividends or proceeds may be distributed with
respect to numerous general and limited partnership interests.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
10.1 Line Letter dated March 19, 1999 between Bankers
Trust Company and HM4 Chancellor, L.P. (1)*
10.2 Eurodollar Rate Promissory Note dated March 19, 1999,
in the original principal amount of $500,000,000,
executed by HM4 Chancellor, L.P., and payable to
Bankers Trust Company.*
99.1 Joint Filing Agreement dated March 23, 1999 among
Thomas O. Hicks, HM2/Chancellor, L.P., HM2/Chancellor
GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW,
L.P., Hicks, Muse, Tate & Furst Equity Fund II, L.P.,
HM2/GP Partners, L.P., Hicks, Muse GP Partners, L.P.,
Hicks, Muse Fund II Incorporated, HM4 Chancellor,
L.P. and Hicks, Muse Fund IV LLC.*
Page 19
<PAGE>
99.2 Press Release of Chancellor Media Corporation dated
March 15, 1999.**
-----------------------
*Filed herewith.
**Incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed on March 15, 1999 by Chancellor Media
Corporation.
(1) The Line Letter is filed herewith without attached exhibits,
but such omitted exhibits will be provided by HM4 upon written
request.
Page 20
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 By: *
-------------- ------------------------------------
Date Name: Thomas O. Hicks
*By: /s/ Michael D. Salim
------------------------------------
Michael D. Salim
Attorney-in-Fact
Page 21
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HICKS, MUSE FUND II INCORPORATED
--------------
Date
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 22
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HICKS, MUSE GP PARTNERS, L.P.
--------------
Date By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 23
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM2/GP PARTNERS, L.P.
--------------
Date By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 24
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P.
--------------
Date By: HM2/GP PARTNERS, L.P., its general partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED, its
general partner
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 25
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM2/HMW, L.P.
--------------
Date
By: HICKS, MUSE, TATE & FURST EQUITY
FUND II, L.P., its general partner
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 26
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM2/CHANCELLOR, L.P.
--------------
Date
By: HM2/CHANCELLOR GP, L.P., its general
partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: *
--------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
--------------------------------
Michael D. Salim,
Attorney-in-Fact
Page 27
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM2/CHANCELLOR GP, L.P.
--------------
Date
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: *
-------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
-------------------------------
Michael D. Salim,
Attorney-in-Fact
Page 28
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM2/CHANCELLOR HOLDINGS, INC.
--------------
Date By: *
-----------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
-----------------------------------
Michael D. Salim,
Attorney-in-Fact
Page 29
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HM4 CHANCELLOR, L.P.
--------------
Date By: HICKS, MUSE FUND IV LLC, its
general partner
By: /s/ Michael D. Salim
--------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 30
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 23, 1999 HICKS, MUSE FUND IV LLC
--------------
Date By: /s/ Michael D. Salim
----------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 31
<PAGE>
EXHIBIT INDEX
10.1 Line Letter dated March 19, 1999 between Bankers
Trust Company and HM4 Chancellor, L.P. (1) *
10.2 Eurodollar Rate Promissory Note dated March 19, 1999,
in the original principal amount of $500,000,000,
executed by HM4 Chancellor, L.P., and payable to
Bankers Trust Company.*
99.1 Joint Filing Agreement dated March 23, 1999 among
Thomas O. Hicks, HM2/Chancellor, L.P., HM2/Chancellor
GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW,
L.P., Hicks, Muse, Tate & Furst Equity Fund II, L.P.,
HM2/GP Partners, L.P., Hicks, Muse GP Partners, L.P.,
Hicks, Muse Fund II Incorporated, HM4 Chancellor,
L.P. and Hicks, Muse Fund IV LLC.*
99.2 Press Release of Chancellor Media Corporation dated
March 15, 1999.**
-----------------------
*Filed herewith.
**Incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed on March 15, 1999 by Chancellor Media
Corporation.
(1) The Line Letter is filed herewith without attached
exhibits, but such omitted exhibits will be provided by HM4
upon written request.
Exhibit 10.1
LINE LETTER
HM4 Chancellor, L.P. March 19, 1999
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: Chief Financial Officer/General Counsel
Dear Sirs and Madam:
Bankers Trust Company (the "Bank") is pleased to offer to HM4
Chancellor, L.P., a Texas limited partnership (the "Borrower") a $500 million
line of credit (the "Line of Credit") for the purpose of providing interim
financing to the Borrower to the extent necessary to consummate the open-market
purchases (the "Open Market Purchases") of common stock of Chancellor Media
Corporation ("Chancellor") prior to the receipt by the Borrower of capital
contributions from its partners ("Capital Contributions") to make such Open
Market Purchases. As used herein, the term "Partnership Agreement" shall mean
the Limited Partnership Agreement, as amended, of the Borrower, dated as of
March 16, 1999, a true and complete copy of which has been furnished to the Bank
prior to the date hereof. All advances pursuant to the Line of Credit shall be
on the following terms and on the terms and conditions set forth in the
Promissory Note referenced below.
Each borrowing under the Line of Credit will mature on April
2, 1999 or on such earlier date as is provided in the Promissory Note. In
addition, the borrowings made by the Borrower pursuant to the Line of Credit
will be subject to acceleration as provided in the Promissory Note executed and
delivered by the Borrower. All such borrowings shall bear interest at the rates,
and be payable at the times, provided in the Promissory Note. All borrowings
hereunder will be evidenced by a promissory note in the form attached hereto as
Exhibit A (the "Promissory Note"), and the Borrower will furnish satisfactory
evidence of its authority to borrow hereunder (including, without limitation,
borrowing resolutions, incumbency/signature certificates and opinions of counsel
as set forth in Exhibits B-1 and B-2 hereto) prior to the first borrowing under
the Line of Credit. All borrowings under the Promissory Note will be (i)
guaranteed by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited
partnership (the "Guarantor"), pursuant to a guaranty duly executed by the
Guarantor in the form attached hereto as Exhibit C (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the
"Guaranty"), and the Guarantor will furnish satisfactory evidence of its
authority to execute, deliver and perform its obligations pursuant to the
Guaranty (including, without limitation, resolutions, incumbency/signature
certificates and opinions of counsel as set forth in Exhibit B attached hereto)
prior to the first borrowing under the Line of Credit and (ii) secured by a
first priority perfected pledge of all of the capital stock of Chancellor
DA1:\165980\02\3k2k02!.DOC\34982.0001
<PAGE>
acquired by the Borrower pursuant to the Open Market Purchases pursuant to a
pledge agreement duly executed by the Borrower in the form attached hereto as
Exhibit D (as amended, modified or supplemented from time to time in accordance
with the terms thereof, the "Pledge Agreement"). In no event will the aggregate
outstanding principal amount at any time evidenced by the Promissory Note exceed
$500 million.
This Line of Credit shall expire on the earlier of (x) April
2, 1999, and (y) the date which is one Business Day after the date of the
receipt by the Guarantor of capital contributions in an aggregate amount of
$500,000,000 for the capital call made on March 15, 1999 in the amount of $500
million, in any event unless earlier terminated by the Bank or the Borrower in
accordance with the terms hereof or of the Promissory Note (with the date of
such expiration being herein called the "Line Expiry Date"). It is understood
and agreed that the Borrower may terminate this Line of Credit at any time upon
at least 1 Business Day's prior written notice of such termination to the Bank.
Furthermore, and notwithstanding anything to the contrary contained herein, at
any time when an Event of Default (as defined in the Promissory Note) exists
pursuant to the Promissory Note, the Bank may terminate the ability of the
Borrower to thereafter make additional borrowings pursuant to the Line of Credit
by written notice to such effect to the Borrower (in which case the Borrower
shall at no time thereafter be entitled to borrow additional amounts pursuant to
the Line of Credit) and, if the amounts owing under the Promissory Note become
due and payable as a result of the provisions of the fifth paragraph of the
Promissory Note, then the Line Expiry Date shall be deemed to have occurred.
Borrowings under this Line of Credit shall be available to the Borrower prior to
the expiration hereof, provided that the Bank, in its reasonable judgment, is
satisfied that such borrowings will not cause the Bank to violate any applicable
law, rule, regulation or guideline. Notwithstanding anything to the contrary
contained above or elsewhere in this letter or in the Promissory Note, in no
event will borrowings be available under this Line of Credit unless, at the time
of the making of the respective borrowing and after giving effect thereto, (i)
no Default or Event of Default exists pursuant to the Promissory Note, (ii) all
representations and warranties contained in the Promissory Note, the Pledge
Agreement and the Guaranty are true and correct in all material respects at such
time and (iii) the Bank shall have received (v) a fully executed Promissory Note
from the Borrower, (w) a fully executed Guaranty from the Guarantor, (x) a fully
executed Pledge Agreement from the Borrower, together with evidence that the
Borrower has taken all actions required by the Pledge Agreement (including,
without limitation, Section 3.2 thereof) necessary to perfect the security
interest of the Pledgee thereunder in all of the shares of Chancellor then owned
by the Borrower, (y) all other deliveries required under the Promissory Note and
(z) the legal opinions and documentation referenced in the second paragraph of
this letter. The incurrence of each borrowing pursuant to the Line of Credit
shall constitute a representation and warranty by the Borrower that all
conditions to such borrowing (including without limitation those described in
the immediately preceding sentence) have been satisfied at the time thereof.
<PAGE>
You hereby agree (i) to pay all reasonable costs and expenses
(including the reasonable fees and expenses of White & Case LLP, as counsel to
the Bank) of the Bank (and, in the case of enforcement, its subsequent assigns)
arising in connection with the preparation, execution and delivery of this Line
of Credit, the Promissory Note, the Guaranty, the Pledge Agreement (with the
Line of Credit, the Promissory Note, the Guaranty and the Pledge Agreement being
herein collectively called the "Credit Documents") and any related documentation
required by the Bank in connection with the financing pursuant to the Line of
Credit, and in connection with any amendment, waiver or consent relating hereto
or thereto, and in connection with any enforcement of this Line Letter or any of
the other Credit Documents and (ii) to pay and hold the Bank (and its subsequent
assigns) harmless from and against any and all present and future stamp, excise
and other similar taxes with respect to the Credit Documents or the foregoing
matters and save the Bank (and its subsequent assigns) harmless from and against
any and all liabilities with respect to or resulting in any delay or omission to
pay such taxes. You further agree to indemnify and hold harmless the Bank (and
its subsequent assigns), and each affiliate thereof and each director, officer,
employee, agent or representative thereof (each an "indemnified person") in
connection with any losses, claims, damages, liabilities or other expenses
(whether asserted by you or any third party) to which such indemnified persons
may become subject, insofar as such losses, claims, damages, liabilities (or
actions or other proceedings commenced or threatened in respect thereof) or
other expenses arise out of or in any way relate to or result from the Credit
Documents or the extensions of credit contemplated thereby, or in any way arise
from any use or intended use of the Line of Credit or the proceeds thereof, and
you severally agree to reimburse each indemnified person for any legal or other
expenses incurred in connection with investigating, defending or participating
in any such loss, claim, damage, liability or action or other proceeding
(whether or not such indemnified person is a party to any action or proceeding
out of which indemnified expenses arise), provided that you shall have no
obligation hereunder to indemnify any indemnified person for any loss, claim,
damage, liability or expense to the extent same resulted from the gross
negligence or willful misconduct of such indemnified person. All amounts owing
to the Bank or other indemnified person pursuant to this paragraph shall be paid
by you promptly following any demand by the person or entity entitled to such
payment pursuant to the terms of this paragraph. This letter is furnished for
your benefit, and may not be relied upon by any other person or entity. None of
the Bank or its subsequent assigns shall be responsible or liable to you or any
other person for consequential, special or punitive damages which may be alleged
as a result of this letter or any of the other Credit Documents.
The Bank reserves the right to employ the services of its
affiliates, including, without limitation, BT Alex.Brown Incorporated ("BTAB"),
in providing the services contemplated by this letter and to allocate, in whole
or in part, to any such affiliate any fees payable to the Bank in such manner as
the Bank and its affiliates may agree in their sole discretion. You acknowledge
that the Bank may share with any of its affiliates (including BTAB) any
information relating to the Borrower and its subsidiaries and affiliates. The
Bank agrees to treat, and cause any such affiliate to treat, all non-public
<PAGE>
information provided to it by the Borrower and identified as confidential, as
confidential information in accordance with the customary banking industry
practices.
All payments made, or required to be made, by the Borrower
hereunder will be made without setoff, counterclaim or other defense, and on the
same basis as payments are required to be made by the Borrower under the
Promissory Note (including without limitation as provided in the third and
seventh paragraphs thereof).
The provisions of the immediately preceding three paragraphs
and the following paragraph shall survive any termination of this letter.
This letter and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York. Each of you and the Bank hereby irrevocably waive all right
to trial by jury of any actions, proceedings or counterclaims (whether based on
contract, tort or otherwise) arising out of or relating to this letter or the
other Credit Documents, the transactions contemplated hereby and thereby, and
the negotiation, performance or enforcement hereof and thereof.
All notices and other communications provided hereunder shall
be in writing (including telex or telecopier communication) and mailed, telexed,
telecopied or delivered, if to the Bank, at: Bankers Trust Company, One Bankers
Trust Plaza, New York, NY 10006 Attention: David Jacobs, and if to the Borrower,
at the Borrower's address specified in the addressee section of this letter, or
in the case of the Bank or the Borrower, at such other address as shall be
designated by such party in a written notice to the other such party hereto. All
such notices and communications shall be effective when delivered as required
above.
This letter (together with the related Credit Documents)
constitutes the entire understanding between the Bank and the Borrower and
supersedes all prior discussions.
Very truly yours,
BANKERS TRUST COMPANY
By: /s/ Patricia Hogan
------------------------------
Title: Principal
<PAGE>
Agreed and Accepted as of
this 19th day of March, 1999
HM4 CHANCELLOR, L.P.
By: HICKS, MUSE FUND IV LLC,
its general partner
By: /s/ Michael D. Salim
---------------------------------------
Name: Michael D. Salim
Title: CFO
Exhibit 10.2
EURODOLLAR RATE PROMISSORY NOTE
U.S. $500,000,000 Dated: March 19, 1999
FOR VALUE RECEIVED, HM4 CHANCELLOR, L.P., a Texas limited
partnership (the "Borrower"), HEREBY PROMISES TO PAY to the order of BANKERS
TRUST COMPANY (the "Bank") the principal sum of FIVE HUNDRED MILLION DOLLARS
(U.S. $500,000,000) or, if less, the unpaid principal amount of all borrowings
made by the Borrower from the Bank pursuant to the Line Letter (as defined
below), payable, in the case of each such borrowing, on the first to occur of
(x) April 2, 1999 or (y) the Line Expiry Date as defined in the Line Letter
referenced below (with such earlier date being herein called the "Final Maturity
Date"). Furthermore, the entire principal amount of this Promissory Note shall
be due and payable as provided in the fourth succeeding paragraph hereof. Unless
otherwise defined herein, all capitalized terms used herein and defined in the
Line Letter are used herein as therein defined.
The Borrower also promises to pay interest (computed on the
basis of a year of 360 days and the actual number of days elapsed) on the
principal amount of each borrowing evidenced by this Promissory Note from the
date of the making thereof until the Final Maturity Date with respect thereto at
a rate per annum equal to the Eurodollar Rate as in effect on the date of
borrowing of any portion of the amount hereunder plus .375%, which interest
shall be payable in arrears on the Final Maturity Date or upon any earlier
repayment in full thereof. As used herein, (w) the term "Eurodollar Rate" at any
time shall mean the New York based Eurodollar Rate determined by the Bank on the
date of any borrowing for the period of such borrowings and through (but not
including) the Final Maturity Date and (y) "Business Day" shall mean any day
excluding Saturday, Sunday and any other day on which banks are required or
authorized to close in New York City. Repayments by the Borrower of amounts
hereunder on any date prior to the Final Maturity Date shall be accompanied, if
requested by the Bank, by customary breakage costs. The Borrower will pay
interest on the principal amount hereof after maturity and, to the extent
permitted by law, on any overdue interest until paid in each case, at a
fluctuating rate equal to 2% above the Base Rate as in effect from time to time.
After the Final Maturity Date, interest shall be payable on demand.
All amounts owing pursuant to this Promissory Note are
expressed in, and payable in, U.S. dollars. Principal, interest, and all other
amounts payable hereunder are payable in lawful money of the United States of
America to the Bank at One Bankers Trust Plaza, New York, New York 10006 or such
other lending office as it may designate in writing from time to time, in freely
transferable, immediately available funds. The Borrower's obligations hereunder
to make payments in U.S. dollars (the "Obligation Currency") shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Bank (or its respective assigns) of the full amount of the
DA1:\166101\01\3K5X01!.DOC\34982.0001
<PAGE>
Obligation Currency expressed to be payable hereunder. If for the purpose of
obtaining or enforcing judgment against the Borrower in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "Judgment Currency") an amount due in the Obligation Currency, the
conversion shall be made at the rate of exchange (as quoted by the Bank or if
the Bank does not quote a rate of exchange on such currency, by a known dealer
in such currency designated by the Bank) determined, in each case, as of the day
on which the judgment is given (such Business Day being hereinafter referred to
as the "Judgment Currency Conversion Date"). If there is a change in the rate of
exchange prevailing between the Judgment Currency Conversion Date and the date
of actual payment of the amount due, the Borrower covenants and agrees to pay,
or cause to be paid, such additional amounts, if any (but in any event not a
lesser amount) as may be necessary to ensure that the amount paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the date
of payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial award at the rate or exchange prevailing on the Judgment Currency
Conversion Date. For purposes of determining any rate of exchange pursuant to
this paragraph, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.
This Promissory Note evidences indebtedness of the Borrower in
respect of borrowings made by the Borrower from the Bank pursuant to the letter
dated as of March 19, 1999 from the Bank to the Borrower (the "Line Letter").
This Promissory Note is secured by a first priority perfected pledge of the
capital stock of Chancellor purchased by the Borrower with the proceeds hereof
pursuant to the Pledge Agreement and is guaranteed by Hicks, Muse, Tate & Furst
Equity Fund IV, L.P., a Delaware limited partnership (the "Guarantor") pursuant
to the Guaranty and is entitled to the benefits thereof.
If (i) any principal amount of or interest payable on this Promissory Note is
not made on the date required for such payment and, in the case of interest
only, such failure shall continue unremedied for 2 or more consecutive Business
Days; or (ii) the Borrower or the Guarantor fails to make payment (whether at
scheduled maturity, by acceleration or otherwise) on any other debt for borrowed
money on the date specified (inclusive of any grace period permitted) for such
payment in an aggregate principal amount of at least $100,000 in the case of the
Borrower or $3,000,000 in the case of the Guarantor; or (iii) the Borrower or
the Guarantor commences any proceeding under any bankruptcy, reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or the Guarantor, or there is commenced against
the Borrower or the Guarantor any such proceeding which remains undismissed for
a period of 60 days, or the Borrower or the Guarantor becomes insolvent or
admits in writing its inability, or is unable, to pay its debts as they mature
or is adjudicated insolvent or bankrupt, or any order of relief or other order
approving any such case or proceeding is entered, or a custodian is appointed
2
<PAGE>
for, or takes charge of, all or substantially all of the property of the
Borrower or the Guarantor, or the Borrower or the Guarantor suffers any
appointment of any custodian or the like for it or any substantial part of its
property and such appointment shall continue undischarged or unstayed for a
period of 60 days, or the Borrower or the Guarantor makes a general assignment
for the benefit of creditors, or any action is taken by the Borrower or the
Guarantor for the purpose of effecting any of the foregoing; or (iv) any
representation or warranty made by the Borrower in this Promissory Note or in
the Pledge Agreement or in any certificate delivered pursuant hereto, or by the
Guarantor in the Guaranty, shall prove to be untrue in any material respect on
the date as of which made or being made; or (v) the Borrower shall default in
the due performance or observance by it of any other term, covenant or agreement
on its part contained in this Promissory Note and, in the case of this clause
(v), such Default shall continue unremedied for 10 days after written notice
thereof is given to the Borrower by the Bank; or (vi) the Guaranty shall cease
to be in full force or effect as to the Guarantor, or the Guarantor or any
person acting by or on behalf of the Guarantor shall deny or disaffirm the
Guarantor's obligations under the Guaranty, or the Guarantor shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to the Guaranty; or (vii) the Pledge
Agreement shall cease to be in full force and effect or, except as expressly set
forth in the Pledge Agreement, shall cease to give the Bank any material rights,
powers and privileges purported to be created thereby in favor of the Bank or
the Borrower shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
Pledge Agreement and such default shall continue unremedied for a period of 10
days after notice to the Borrower by the Bank; or (viii) the Borrower or the
Guarantor is required to register under the Investment Company Act of 1940, as
amended; then in any such case (with each such event described above, after
giving effect to any requirements for notice or lapse of time as specified
above, being herein defined as an "Event of Default") the holder of this
Promissory Note may upon notice to the Borrower declare this Promissory Note and
all amounts due hereon or hereunder to be due and payable whereupon the same
shall become immediately due and payable; provided that if any event of the type
described in clause (iii) above shall have occurred, the result which would
occur upon the giving of written notice by the holder of this Promissory Note to
the Borrower as provided above shall occur automatically without the giving of
any such notice. As used herein, the term "Default" shall mean any event which,
with notice or lapse of time, or both, would constitute an Event of Default.
Any payment hereunder which is stated to be due on a day which
is not a Business Day shall be due and payable on the next succeeding Business
Day and such extension of time should be included in the computation of interest
in connection with such payment. The Borrower waives any requirement of
presentment, protest, notice of dishonor or further notice of any kind in
connection with the enforcement of this Promissory Note and agrees to pay all
costs and expenses of enforcement hereof.
3
<PAGE>
All payments made by, or on behalf of, the Borrower hereunder
and under any other Credit Document will be made without setoff, counterclaim or
other defense. All such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income or net profits of the Bank (or its subsequent
assigns) pursuant to the laws of the United States of America, the jurisdiction
in which it is organized or the jurisdiction in which the principal office or
applicable lending office of the Bank (or the respective assignee) is located or
any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Promissory Note
and any other Credit Document, after withholding or deduction for or on account
of any Taxes, will not be less than the amount provided for in this Promissory
Note or any other Credit Document, as the case may be. The Borrower will furnish
to the Bank within 45 days after the date the payment of any Taxes is due
pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless the
Bank (and its subsequent assigns), and reimburse the Bank (and its subsequent
assigns) upon its written request, for the amount of any Taxes so levied or
imposed and paid by the Bank (or the respective assignee).
To induce the Bank to make available the borrowings evidenced
by this Promissory Note, the Borrower hereby represents and warrants to the
Bank, both on the date of this Promissory Note and as of the date of each
borrowing evidenced by this Promissory Note, as follows:
(i) this Promissory Note has been duly authorized, executed
and delivered on behalf of the Borrower and constitutes a legal, valid
and binding obligation of the Borrower enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and
an implied covenant of good faith and fair dealing;
(ii) except to the extent previously obtained and remaining in
full force and effect, no consent of any other person (including,
without limitation, any stockholder, member, limited or general partner
or creditor of the Borrower) and no consent, license, permit, approval
or authorization of, exemption, notice or report to, or registration,
filing or declaration with, any governmental authority is required to be
obtained by the Borrower in connection with (a) the execution, delivery
4
<PAGE>
and performance of this Promissory Note or the borrowings evidenced
hereby or (b) the validity or enforceability of this Promissory Note;
(iii) the execution, delivery and performance of this
Promissory Note does not violate any provision of any applicable law or
regulation (including without limitation Regulations U and X of the
Board of Governors of the Federal Reserve System and the Investment
Company Act of 1940, as amended) or of any order, judgment, writ or law
or decree of any court, arbitration or domestic or foreign governmental
authority, or of the Partnership Agreement, as amended from time to
time, of the Borrower or of any material agreement or instrument to
which the Borrower is a party or which purports to be binding upon the
Borrower or any of its assets and will not result in the creation or
imposition of a lien or encumbrance on any of the assets of the
Borrower;
(iv) all borrowings evidenced by this Promissory Note shall be
incurred solely for the purpose of providing interim financing to the
extent necessary to (x) consummate the open-market purchases by the
Borrower of common stock of Chancellor or (y) pay the fees and expenses
of White & Case LLP, in each case prior to the receipt by the Borrower
of Capital Contributions in accordance with the requirements of the
Partnership Agreement, and no borrowing shall be incurred by the
Borrower as evidenced by this Promissory Note unless same is in
compliance with all terms and conditions of the Partnership Agreement,
as in effect from time to time;
(v) at the time of each borrowing evidenced by this Promissory
Note, the Borrower shall reasonably believe that such borrowing will be
repaid from its receipt of Capital Contributions which will actually be
made to the Borrower in accordance with the requirements of the
Partnership Agreement;
(vi) prior to the date of this Promissory Note, the Borrower
has furnished to the Bank a true and correct copy of the Partnership
Agreement, which as of the date of this Promissory Note has not been
amended (except as heretofore disclosed to the Bank) after the date
thereof;
(vii) the Borrower is not required to register as an
"investment company" pursuant to the Investment Company Act of 1940, as
amended;
(viii) at the time of each borrowing evidenced by this
Promissory Note, and at all times prior to the Final Maturity Date, (A)
the Borrower shall have no significant assets other than (i) cash and
cash equivalents and (ii) shares of common stock of Chancellor acquired
through Open Market Purchases and (B) the Borrower shall have no
liabilities other than (i) liabilities pursuant to this Promissory Note
and the other Credit Documents, (ii) the obligation of the Borrower to
pay a fee to the Guarantor, concurrent with and in connection with its
execution and delivery of the Guaranty, of $10,000 and (iii)
5
<PAGE>
obligations of the Borrower to settle Open Market Purchases (including
commissions and broker's fees and expenses) made by the Borrower as
described above in this paragraph;
(ix) at the time of the initial borrowing pursuant to this
Promissory Note, the Borrower shall have delivered to the Bank a duly
completed Form U-1 referred to in Regulation U of the Board of
Governors of the Federal Reserve System ("Regulation U"), which Form
U-1 the Bank shall be able in good faith to complete, showing that
$500,000,000 aggregate principal amount of borrowings may be extended
and evidenced by this Promissory Note in compliance with the collateral
valuation requirements of Regulation U; and
(x) no Default or Event of Default is in existence (or will be
in existence immediately after giving effect to the respective
borrowing) pursuant to this Promissory Note.
Furthermore, to induce the Bank to make the extensions of
credit evidenced by this Promissory Note, the Borrower hereby covenants and
agrees as follows for the benefit of the Bank, which covenants and agreements
shall remain in full force and effect from the date hereof until the Line Expiry
Date and the repayment of all amounts evidenced by this Promissory Note:
(i) the Borrower will furnish to the Bank any information
which the Bank may from time to time reasonably request;
(ii) the Borrower will not agree to, or permit, any amendment
or modification to the Partnership Agreement without the prior written
consent of the Bank;
(iii) the Borrower will make no distributions of any type
whatsoever to any of its partners (whether limited or general partners);
(iv) the Borrower shall not incur, assume or suffer to exist
any indebtedness for (or direct or indirect guarantees of indebtedness
for) money borrowed or evidenced by any promissory note, debenture,
instrument or security, except for indebtedness evidenced by this
Promissory Note, and the Borrower shall not incur, assume or suffer to
exist any other material liabilities except as specifically described in
clause (x)(B) of the immediately preceding paragraph;
(v) the Borrower will not incur, assume or suffer to exist any
lien on any of its assets or properties, except liens for taxes,
assessments or governmental charges which are not yet due or which are
being contested in good faith;
(vi) the Borrower shall pledge all shares of common stock of
Chancellor acquired pursuant to the Open market Purchases pursuant to
the provisions of the Pledge Agreement; and
6
<PAGE>
(vii) the Borrower will at all times continue to own, subject
to no liens or competing claims (other than pursuant to the Pledge
Agreement), all shares of common stock of Chancellor from time to time
purchased with proceeds of borrowings pursuant to this Promissory Note.
This Promissory Note shall be governed by, and for all
purposes construed in accordance with, the laws of the State of New York and
applicable federal law, and shall be binding on the Borrower and its successors
and assigns.
Any action or proceeding by the Borrower against the Bank in
connection with this Promissory Note or to any other Credit Document shall be
brought, and any action or proceeding by the Bank against the Borrower in
connection with this Promissory Note or any other Credit Document may be (but
shall not be required to be) brought, in a court of record of the State of New
York, County of New York, or the United States District Court for the Southern
District of New York. The Borrower further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrower at its address specified opposite its signature
below, such service to become effective 30 days after such mailing. Nothing
herein shall affect the right of the Bank (or its successive assigns) to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Borrower in any other jurisdiction. In any suit,
action or proceeding relating to this Promissory Note or any other Credit
Document, the Borrower and the Bank hereby waive trial by jury, any claim for
consequential, punitive or special damages, and any objection which it may now
or hereafter have to the laying of the venue of any suit, action or proceeding
brought in any inconvenient forum, to the extent that such action is brought in
a court described in the first sentence of this paragraph.
In addition to any rights now or hereafter granted under
applicable law or otherwise, upon default in payment hereof or hereunder the
Bank is hereby authorized at any time and from time to time without notice to
the Borrower to set off and apply any and all deposits (general or special) and
any other indebtedness at any time held or owing by the Bank to or for the
credit or account of the Borrower against and on account of the obligations of
the Borrower under this Promissory Note, irrespective of whether or not the Bank
shall have made any demand hereunder and although said liabilities or claims, or
any of them, shall be contingent or unmatured.
The Bank (or the respective assignee) shall note on the grid
attached to this Promissory Note each borrowing made pursuant hereto and each
payment in respect thereof and will prior to any transfer of the Note endorse on
the payment grid the outstanding principal amount of borrowings evidenced
thereby, although any failure to make any such notation shall not affect the
Borrower's obligations in respect of the borrowings pursuant to this Promissory
Note.
7
<PAGE>
No failure or delay on the part of the Bank or the holder of
this Promissory Note in exercising any right or remedy hereunder and no course
of dealing between the Borrower and the Bank or the holder of this Promissory
Note shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy under this Promissory Note preclude any other or further
exercise thereof or the exercise of any other right or remedy hereunder. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any rights or remedies which the Bank or the holder of this Promissory Note
would otherwise have.
All notices and other communications provided for hereunder
shall be in writing (including telex or telecopier communication) and mailed,
telexed, telecopied or delivered, if to the Bank, at: Bankers Trust Company, One
Bankers Trust Plaza, New York, NY 10006, Attention: David Jacobs, and, if to the
Borrower, the Borrower's address specified opposite its signature below, or, in
the case of either the Bank or the Borrower, at such other address as shall be
designated by such party in a written notice to the other such party hereto. All
such notices and communications shall be effective when delivered as required
above.
The Bank (and its assignees) shall be entitled to assign or
sell an interest in this Promissory Note (in which case the respective assignee
shall be entitled to all rights of the Bank hereunder with respect to the
assigned portion of this Promissory Note) provided that (x) at any time when no
Event of Default is then in existence, the consent of the Borrower (not to be
unreasonably withheld or delayed) shall be required and (y) the Borrower shall
not be obligated to pay any increased Taxes resulting from any such assignment
or sale (although the Borrower will be obligated to pay any increased Taxes
first arising as a result of a change in law, rule or regulation, or an
introduction of a new law, rule or regulation, after the date of any such
assignment or sale). Without the prior written consent of the Bank, the Borrower
may not assign any of its rights, duties or obligations under this Promissory
Note.
No provision of this Promissory Note may be waived, modified
or discharged orally, by course of dealing or otherwise, except in writing duly
executed by the holder hereof and the Borrower.
c/o Hicks, Muse, Tate HM4 CHANCELLOR, L.P.
& Furst Incorporated
200 Crescent Court, Suite 1600 By: HICKS, MUSE FUND IV LLC,
Dallas, Texas 75201 its general partner
Attn: Chief Financial Officer/
General Counsel
By: /s/ Michael D. Salim
-------------------------------
Name: Michael D. Salim
Title: CFO
<PAGE>
- --------------------------------------------------------------------------------
Principal Amount
Date of Amount of of Date of
Borrowing Borrowing Repayment Repayment Notation
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on behalf of all of them on Schedule 13D and
amendments thereto, in accordance with the provisions of Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
March 23, 1999 *
-------------- --------------------------------------------
Date Thomas O. Hicks
*By: /s/ Michael D. Salim
--------------------------------------
Michael D. Salim,
Attorney-in-Fact
HICKS, MUSE FUND II INCORPORATED
By: /s/ Michael D. Salim
--------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
HICKS, MUSE GP PARTNERS, L.P.
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
--------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 99-1
<PAGE>
HM2/GP PARTNERS, L.P.
By: HICKS, MUSE GP PARTNERS, L.P.,
its general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
-------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P.
By: HM2/GP PARTNERS, L.P., its general partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ Michael D. Salim
-------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Page 99-2
<PAGE>
HM2/HMW, L.P.
By: HICKS, MUSE, TATE & FURST EQUITY
FUND II, L.P., its general partner
By: HM2/GP PARTNERS, L.P., its general partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED, its
general partner
By: /s/ Michael D. Salim
---------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
HM2/CHANCELLOR, L.P.
By: HM2/CHANCELLOR GP, L.P., its general
partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: *
---------------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
--------------------------------------
Michael D. Salim,
Attorney-in-Fact
Page 99-3
<PAGE>
HM2/CHANCELLOR GP, L.P.
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: *
---------------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
---------------------------------------
Michael D. Salim,
Attorney-in-Fact
HM2/CHANCELLOR HOLDINGS, INC.
By: *
---------------------------------------
Name: Thomas O. Hicks
Title: President
*By: /s/ Michael D. Salim
---------------------------------------
Michael D. Salim,
Attorney-in-Fact
HM4 CHANCELLOR, L.P.
By: HICKS, MUSE FUND IV LLC, its general
partner
By: /s/ Michael D. Salim
---------------------------------------
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
HICKS, MUSE FUND IV LLC
By: /s/ Michael D. Salim
---------------------------------------
Name: Michael D. Salim
Title: Chief Financial and Administrative
Officer
Page 99-4
