<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHANCELLOR MEDIA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2247099
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
(Address of Principal Executive Offices)
<TABLE>
<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act
Act and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
please check the following box. please check the following box.
</TABLE>
Securities Act registration statement file number to which this N/A
form relates: ---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
------------------- ------------------------------
Common Stock, par value $0.01 per share New York Stock Exchange
- --------------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common stock,
par value $0.01 per share ("Common Stock") of Chancellor Media
Corporation, a company established under the laws of the State of
Delaware (the "Company").
The description of the Common Stock under the heading "Description of
Chancellor Media Capital Stock" in the joint proxy
statement/prospectus contained in the Registration Statement on Form
S-4 (Registration Statement No. 333-80173) filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, on June 8, 1999 and supplemented by post effective amendment
on July 1, 1999 (the "Merger Proxy") is hereby incorporated by
reference.
ITEM 2. EXHIBITS
1. Second Amended and Restated Certificate of Incorporation of the
Company, incorporated herein by reference to Annex IX of the Merger
Proxy.
2. Amended and Restated Bylaws of the Company, incorporated herein by
reference to Exhibit 3.2B to the Company's Current Report on Form
8-K, filed February 27, 1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: June 29, 1999 CHANCELLOR MEDIA CORPORATION
By: /s/ D. Geoffrey Armstrong
----------------------------------
D. Geoffrey Armstrong
Executive Vice President and Chief
Financial Officer
2
