<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 1)
CHANCELLOR BROADCASTING COMPANY
- --------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, 158910 10 9
$0.01 Par Value
- ----------------------------------- -----------------------------------
(Title of class of securities) (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)
February 19, 1997
- --------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
(Continued on following pages)
<PAGE>
<PAGE>
CUSIP No. 158910 10 9 13D Page
1 NAME OF REPORTING PERSON: Mr. Thomas O. Hicks
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,815,365
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 534,384
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,280,981
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,815,365
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.4%
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.
<PAGE>
<PAGE>
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
February 20, 1997 (the "Schedule 13D") by Thomas O. Hicks with respect
to his ownership of the Class A Common Stock, $0.01 par value ("Class
A Common Stock"), of Chancellor Broadcasting Company (the "Company").
Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning ascribed to them in the Schedule 13D.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
On February 19, 1997, the Company, Chancellor Radio Broadcasting
Company ("Radio Broadcasting") and Evergreen Media Corporation
("Evergreen") entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which the Company and Radio
Broadcasting would be merged (the "Merger") with and into Evergreen.
Concurrently with the execution and delivery of the Merger Agreement,
the Company, Evergreen and certain stockholders of each of the Company
and Evergreen entered into a Stockholders Agreement (the "Stockholders
Agreement"), pursuant to which Mr. Hicks, HM2/HMW, HMTF Fund II and
HM2/Chancellor agreed, subject to the terms and conditions thereof, to
vote all shares of Class A Common Stock covered by the Schedule 13D
for which Mr. Hicks may be deemed to have beneficial ownership (i) in
favor of the approval of the Merger Agreement, the Merger and the
transactions contemplated by the Merger Agreement and (ii) against any
Acquisition Proposal (as defined in the Merger Agreement) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or other obligation or agreement of the
Company under the Merger Agreement or would result in any of the
conditions to the Company's obligations under the Merger Agreement not
being fulfilled.
In addition, in order to effect the agreements contained in the
Stockholders Agreement, Mr. Hicks, HM2/HMW, HMTF Fund II and
HM2/Chancellor each granted an irrevocable proxy with respect to the
shares of Class A Common Stock covered by the Schedule 13D to each of
Scott K. Ginsburg and Matthew E. Devine for the limited purpose of
voting in favor of the approval of the Merger Agreement at the meeting
of the Company's stockholders called for the purpose of considering
the Merger.
The descriptions of the Merger Agreement and the Stockholders
Agreement contained herein are qualified in their entirety by
reference to the applicable agreement, which are filed herewith as
Exhibits 99(a) and 99(b), respectively, and hereby incorporated herein
by reference.
<PAGE>
<PAGE>
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
99(a) Agreement and Plan of Merger, dated as of February
19, 1997, among the Company, Radio Broadcasting and Evergreen.
99(b) Stockholders Agreement, dated as of February 19,
1997, among the Company, Evergreen and the stockholders of the
Company and Evergreen parties thereto.
Page
<PAGE>
<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 13, 1997 By: /s/ Thomas O. Hicks
--------------------- -------------------------------------
Date Name: Thomas O. Hicks
Page
<PAGE>
<PAGE>
EXHIBIT INDEX
NAME OF EXHIBIT
99(a) Agreement and Plan of Merger, dated as of February 19,
1997, among the Company, Radio Broadcasting and Evergreen.*
99(b) Stockholders Agreement, dated as of February 19, 1997,
among the Company, Evergreen and the stockholders of the Company and
Evergreen parties thereto.**
* Incorporated by reference to Exhibit 99(a) of the Schedule 13D
filed on March 3, 1997 by Chancellor Broadcasting Company, Thomas O.
Hicks and Lawrence D. Stuart, Jr. with respect to the Class A Common
Stock of Evergreen Media Corporation.
** Incorporated by reference to Exhibit 99(b) of the Schedule 13D
filed on March 3, 1997 by Chancellor Broadcasting Company, Thomas O.
Hicks and Lawrence D. Stuart, Jr. with respect to the Class A Common
Stock of Evergreen Media Corporation.
Page
<PAGE>
