<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 333-36855
PROSPECTUS SUPPLEMENT NO. 8
(TO THE PROSPECTUS DATED OCTOBER 16, 1997)
5,990,000 SHARES
CHANCELLOR MEDIA CORPORATION
(FORMERLY KNOWN AS EVERGREEN MEDIA CORPORATION)
$3.00 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
LIQUIDATION PREFERENCE $50 PER SHARE
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This Prospectus Supplement No. 8 supplements and amends the Prospectus
dated October 16, 1997 (the "Prospectus"), the Prospectus Supplement, dated
November 20, 1997, the Prospectus Supplement No. 2, dated December 8, 1997, the
Prospectus Supplement No. 3, dated February 13, 1998, the Prospectus Supplement
No. 4, dated April 29, 1998, the Prospectus Supplement No. 5, dated July 1,
1998, the Prospectus Supplement No. 6, dated October 2, 1998, and the Prospectus
Supplement No. 7, dated December 18, 1998, relating to the resale of shares of
the $3.00 Convertible Exchangeable Preferred Stock, par value $.01 per share
(the "$3.00 Convertible Preferred Stock"), of Chancellor Media Corporation, a
Delaware corporation formerly known as Evergreen Media Corporation ("Chancellor
Media"), the 6% Convertible Subordinated Exchange Debentures due 2012 (the
"Exchange Debentures") issuable upon exchange of the $3.00 Convertible Preferred
Stock, and the shares of the Common Stock, par value $.01 per share (the "Common
Stock" and, together with the $3.00 Convertible Preferred Stock and the Exchange
Debentures, the "Securities"), of Chancellor Media issuable upon conversion of
the $3.00 Convertible Preferred Stock or the Exchange Debentures.
The table on pages 65 through 67 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective shares of $3.00 Convertible Preferred Stock or Common Stock
issuable upon conversion of the $3.00 Convertible Preferred Stock or Exchange
Debentures beneficially owned by each Selling Holder that may be offered
pursuant to the Prospectus (the "Selling Holder Table"), is hereby amended so
that the following line is deleted in its entirety:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF
$3.00 CONVERTIBLE PREFERRED
NUMBER OF SHARES OF $3.00 STOCK OR EXCHANGE
SELLING HOLDERS CONVERTIBLE PREFERRED STOCK DEBENTURES
--------------- --------------------------- ---------------------------
<S> <C> <C>
Any other holder of $3.00 Convertible Preferred Stock or
future transferee of such holder....................... 43,940 43,940
</TABLE>
Additionally, the following new line items are added to the Selling Holder
Table:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF
$3.00 CONVERTIBLE PREFERRED
NUMBER OF SHARES OF $3.00 STOCK OR EXCHANGE
SELLING HOLDERS CONVERTIBLE PREFERRED STOCK DEBENTURES
--------------- --------------------------- ---------------------------
<S> <C> <C>
Goldman Sachs and Company(6)............................. 5,550 5,550
Security Trend Partners.................................. 5,000 5,000
Wake Forest University................................... 2,400 2,400
Dunham & Associates Fund III............................. 350 350
San Diego City Retirement................................ 5,000 5,000
BT Alex. Brown, Inc.(6).................................. 15,000 15,000
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 8 and the
other prospectus supplements mentioned above, constitutes the prospectus
required to be delivered by Section 5(b) of the Securities Act of 1933, as
amended. All references in the Prospectus to "this Prospectus" are hereby
amended to read "this Prospectus (as supplemented and amended)."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement No. 8 is March 26, 1999
