CHANCELLOR BROADCASTING CO. TO ACQUIRE 19 RADIO PROPERTIES FROM SHAMROCK BROADCASTING INC., CREATING NATION'S THIRD-LARGEST PURE RADIO COMPANY; $395 Million Transaction is Largest Radio Group Acquisition in History of Radio Industry.

DALLAS--(BUSINESS WIRE)--August 3, 1995--Chancellor Broadcasting Company, of Dallas, a privately-held radio broadcasting company organized by Hicks, Muse, Tate & Furst Incorporated of Dallas, a leading private investment firm, together with Chancellor's President and Chief Executive Officer, Steven Dinetz, has signed a definitive agreement to acquire nineteen radio stations owned by Shamrock Broadcasting Inc., of Burbank, California, it was announced today. Shamrock Broadcasting is principally owned by the Roy E. Disney family and Trefoil Capital Partners, L.P. The acquisition of Shamrock by Chancellor is the largest radio group transaction in the history of the radio industry.

The transaction, with a capital value of $395 million, will establish Chancellor as the third-largest pure radio company in the United States, with 33 radio stations (21 FM and 12 AM). The company will have market duopolies in San Francisco (4 stations), Minneapolis (5 stations), Denver (3 stations), Cincinnati (3 stations), and Sacramento (3 stations)., and regional duopolies in New York (1 station in New York City and 2 stations in Nassau/Suffolk, L.I.) and Los Angeles (2 stations in Los Angeles and 2 stations in Riverside/San Bernardino). The company will also have AM/FM combos in Detroit and Pittsburgh, and FM stand-alones in Atlanta, Houston, Phoenix and Orlando.

Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse, Tate & Furst Incorporated, said: "When we teamed with Steve Dinetz in August 1993 to form Chancellor Broadcasting, our goal was to build Chancellor from the ground up into a major radio company. With this acquisition, we have accomplished that objective. Steve has done a truly outstanding job of building a superior group of radio stations and achieving equally superior operating results.

"This transaction establishes Chancellor as a leader in a rapidly consolidating industry. We believe that Chancellor Broadcasting, under Steve's dynamic leadership, has tremendous future growth and earnings potential."

Stanley Gold, President of Shamrock Holdings, Inc., said: "The combination of our two radio groups will allow Shamrock's broadcasting stations, managers and staffs to become part of one of the largest and most successful radio enterprises in the business. We are pleased that our people and stations will become members of the Chancellor Broadcasting family during this exciting period of consolidation and growth."

Shamrock Broadcasting, Inc. was established in 1979 by the Roy E. Disney family, through the acquisition of Starr Broadcasting, Inc. Shamrock experienced significant growth in the following years capped by the 1993 acquisition of The Malrite Communications Group.

Mr. Dinetz said: "Chancellor Broadcasting has assembled an outstanding group of broadcasters and stations that perform at standards that have enabled us to become one of our industry's largest and most successful operators. We are most pleased that our hard work has paid off and made this acquisition possible. We are confident that the stations and broadcasters that the Disney Family, Shamrock Chairman Bill Clark and President and Chief Executive Marty Loughman have assembled will complement Chancellor's future endeavors."

Smith Barney and Star Media Group, Inc. acted as advisors to Chancellor Broadcasting Company for the proposed transaction. Shamrock Capital Advisors, Inc. acted as advisor to Shamrock Broadcasting.

William J. Steding of Star Media Group said: "The acquisition of Shamrock by Chancellor not only is the largest radio group transaction in radio industry history, but also establishes Chancellor as one of the nation's premier broadcasters. Chancellor's meteoric rise since its formation just two years ago is largely due to its superior operating capabilities and solid financial backing from Hicks, Muse, Tate & Furst."

Chancellor Broadcasting's current radio stations, locations and formats are:

WALK-AM/FM (Nassau/Suffolk, L.I.): Full Service Adult Contemporary

KDWB-FM (Minneapolis-St. Paul): Contemporary Hit Radio 

KTCJ-AM/KTCZ-FM (Minneapolis-St. Paul): Progressive Rock

WUBE-FM (Cincinnati): Country

WUBE-AM (Cincinnati): All Sports

WYGY-FM (Cincinnati): Young Country

KMEN-AM (Riverside/San Bernardino): Oldies/Sports Play-by-Play

KGGI-FM (Riverside/San Bernardino): Contemporary Hit Radio

KFBK-AM (Sacramento): News/Talk

KGBY-FM (Sacramento): Adult Contemporary

KHYL-FM (Sacramento): Oldies 

WOCL-FM (Orlando): Oldies

Shamrock Broadcasting's current radio stations, locations and formats are:

WHTZ-FM (New York City): Contemporary Hit Radio

KZLA-FM (Los Angeles): Country

KLAC-AM (Los Angeles): Nostalgia/Sports Play-by-Play

KBGG-FM (San Francisco): Adult Contemporary

KSAN-FM (San Francisco): Country

KNEW-AM (San Francisco): Country

KABL-AM (San Francisco): Nostalgia

WWWW-FM (Detroit): Country

WDFN-AM (Detroit): Sports

KTBZ-FM (Houston): Modern Rock

WFOX-FM (Atlanta): Oldies

KEEY-FM (Minneapolis): Country

KFAN-AM (Minneapolis): Sports

WWSW-AM/FM (Pittsburgh): Oldies

KMLE-FM (Phoenix): Country

KZDG-FM (Denver): Country

KXKL-AM/FM (Denver): Oldies

Completion of the transaction is anticipated in early 1996 subject to Federal Communications Commission approval and other customary closing conditions.

Trefoil Capital Partners, L.P. is an investment partnership formed and managed by Roy Disney, Stanley Gold, and other executives of Shamrock Capital Advisors, Inc.

Hicks, Muse, Tate & Furst Incorporated is a leading private investment firm. Over the past six years, Hicks Muse has completed, or currently has pending, more than 40 transactions with an aggregate value of over $5 billion.

CONTACT: Chancellor/Hicks Muse

Roy Winnick/David Kronfeld

Kekst and Company

[phone]

or

Shamrock Broadcasting

Clifford Miller

[phone]

or

Star Media Group

William J. Steding

[phone]