Chancellor Media Agrees to Acquire Six Cleveland Radio Stations for $275 Million in Accretive Transaction.

IRVING, Texas and CLEVELAND--(BUSINESS WIRE)--August 12, 1998--

Chancellor to Operate the Leading Group of Stations in

the Nation's 23rd Largest Radio Revenue Market

Chancellor Media Corporation (Nasdaq: AMFM) today announced that it had entered into definitive agreements to acquire four FM and two AM stations in Cleveland, the nation's 23rd largest radio revenue market, for $275 million. Five of the six stations are among the ratings leaders in their respective target demographic and the acquisition of the six stations will position Chancellor as a leading radio station group operator in Cleveland. The purchase price represents a multiple of approximately 13.3 times projected 1999 broadcast cash flow (defined as operating income excluding depreciation and amortization, corporate, general, and administrative expenses). The transaction, which is expected to close in the first quarter of 1999, will be accretive immediately and on an ongoing basis.

The sellers consist of three ownership groups: Independent Group Limited Partnership, which owns WDOK-FM 102.1 MHz and WRMR-AM 850 kHz; Zapis Communications and an affiliated company, which own WZAK-FM 93.1 MHz, WZJM-FM 92.3 MHz and WJMO-AM 1490 kHz; and, ML Media Partners, which through its ownership of Wincom Broadcasting Corporation, owns WQAL-FM 104.1 MHz. Completion of the transaction is subject to FCC approval, the expiration of the applicable Hart-Scott-Rodino waiting period and other customary closing conditions.

Jeffrey A. Marcus, President and Chief Executive Officer of Chancellor Media commented, "These transactions are consistent with our bedrock investment philosophy of making acquisitions that are strategic, fairly priced and accretive. A key part of our strategy to become one of the premiere media companies in the world is to continue to emphasize the Company's core competency in successfully operating superduopoly clusters of radio stations. With this acquisition we have assembled a station group that, in one unique transaction, positions Chancellor as a leading operator in Cleveland, a market previously unserved by Chancellor's radio division. In addition to providing Chancellor with an excellent foundation from which to grow in Cleveland, the acquisition is, upon closing, immediately accretive to our 1999 after-tax cash flow and free cash flow. It is priced fairly based upon the quality of the assets, the market size and the opportunity we see for growth and improvement. We believe there is potential for Chancellor to further enhance its presence in Cleveland deriving additional BCF by including these stations in the Company's AMFM Radio Networks and through representation by Chancellor's Katz Media group of the three previously unrepresented stations."

Thomas J. Embrescia, Chairman of WDOK-FM and WRMR-AM, said, "Chancellor Media came to us with an innovative approach to consolidate the market. We, as well as the Zapis family, have been very involved local owners and never expected we would exit our hometown market. This transaction, however, represents not just an opportunity for our shareholders, but a wonderful opportunity for our stations and personnel to grow with one of the world's premiere media companies and we look forward to being a part of the Chancellor organization."

WDOK-FM is a soft-rock station targeting women 35 to 54 and is the leading adult contemporary (AC) radio station in Cleveland; WRMR-AM has been the number one AM station in the market for over five years, exceeding the performance of most FM stations targeting a 12+ demographic by programming a blend of personality and adult standards. WQAL-FM is one of the Hot AC ratings leader targeting women 18 to 34; WZAK-FM is Cleveland's only urban radio station and consistently ranks first or second in most major demographics; WZJM-FM is a contemporary hit radio station that is a ratings leader with teens and young adults; and, WJMO-AM is a developing urban AC station.

Chancellor Media is a diversified media company with interests in radio, outdoor advertising and television. As the United States' second-largest radio broadcasting company, Chancellor owns 108 radio stations in 22 of the nation's largest markets that reach a combined weekly listener base of over 46 million people and a national radio network offering syndicated programming to over 60 million listeners weekly. Chancellor's outdoor advertising group currently operates 14,500 display faces in 23 markets. Chancellor's Katz Media operation is the only full-service media representation firm in the United States serving multiple types of electronic media.

Upon consummation of announced transactions, Chancellor will also own: LIN Television which controls 12 network-affiliated television stations in 8 markets; a 50% interest in Mexico's Grupo Radio Centro, Latin America's largest, most successful and most profitable pure-play radio company with six FM and six AM radio stations; Primedia Broadcast Group, Inc. which owns and operates eight FM radio stations in Puerto Rico; and, Petry Media Corporation, a leading independent television representation firm.

This news announcement contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Key risks are described in Chancellor's reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the radio broadcast industry generally and, accordingly, the Company's actual performance and results may vary from those stated herein and Chancellor undertakes no obligation to update the information contained herein.

CONTACT: Matthew E. Devine

Chief Financial Officer

Chancellor Media Corporation

972/869-9020

or

Joseph N. Jaffoni

David C. Collins

Jaffoni & Collins Incorporated

212/835-8500; [e-mail]