Chancellor Media to Acquire Outdoor Advertiser Martin Media in $610 Million Cash Transaction.

IRVING, Tex., and PASO ROBLES, Cal.--(BUSINESS WIRE)--June 22, 1998--

- Overlap of Martin's and Chancellor's Operations Creates Significant In-Market Opportunities -

- Martin to Serve as Platform for Consolidation Within Outdoor Advertising Market -

Chancellor Media Corporation (Nasdaq: AMFM), today announced that it has entered into a definitive agreement to purchase privately-held outdoor advertising company Martin Media, L.P. and several affiliated entities for $610 million in cash plus a working capital adjustment. The purchase price represents approximately 11.5 times projected 1999 billboard cash flow (defined as operating income  excluding depreciation, amortization, and corporate, general and administrative expenses) and will be accretive to Chancellor's after-tax cash flow immediately as well as on an ongoing basis.

Since 1976, Martin Media has grown steadily, with a current inventory of over 13,000 display faces in 12 states serving 29 markets. Martin Media ranks first or second by revenue in over 90% of the markets it serves. Chancellor has radio broadcasting  operations in six of Martin's markets and over 40% of Martin's revenue and cash flow are derived from markets in which Chancellor has radio stations. Martin provides advertisers with several distinct outdoor advertising mediums such as permanent bulletins, rotary bulletins and multi-sheet poster billboards.

Commenting on the transaction, Jeffrey A. Marcus, President and Chief Executive Officer of Chancellor Media said, "Martin Media marks Chancellor's entry into the outdoor business and represents an excellent financial transaction with clear strategic benefits. First, the acquisition gives Chancellor a solid platform to participate in the consolidation of this vibrant and growing industry. Outdoor is a very cost effective advertising medium which, like radio, reaches today's highly and increasingly mobile population where they commute, live, work and shop. Further, we believe technological advances such as computer vinyl technology enhance the attractiveness and flexibility of the outdoor medium while reducing costs, which will generate significant incremental top- and bottom-line growth opportunities for many years to come.

"Secondly, the acquisition of Martin represents a sound financial transaction for Chancellor Media. Martin's well-clustered portfolio of displays and strong local management has generated impressive year-over-year performance which we expect to continue. Coupled with an attractive purchase price, the transaction is accretive to Chancellor immediately as well as on an ongoing basis. Finally, with Martin we are adding an operating unit which has substantial overlap with our existing radio station assets, enabling us to deliver more options and greater value to our advertising clients, while creating significant in-market opportunities for cross promotion. As we capitalize on these synergistic opportunities it will further enhance the value of this already attractive transaction."

Tom Martin, President of Martin Media, said, "We are delighted to be selling our outdoor business to Chancellor as we believe this transaction will create extraordinary opportunities for our customers, employees and Chancellor shareholders. The market overlaps are considerable, and we are confident that all constituencies will be well served by this combination."

Completion of the transaction is subject to regulatory approval, including expiration of the applicable Hart-Scott-Rodino waiting period and other customary closing conditions. The transaction is expected to be consummated in the third quarter of 1998.

Martin Media has over 13,000 display faces in 29 markets and 12 states including California, Arizona, Washington, D.C., Utah, Texas, Kansas, Missouri, Ohio, Pennsylvania, Virginia, Connecticut and Nevada, including a large presence in Las Vegas, the fastest growing community in the United States.

Chancellor Media, the second-largest radio broadcasting company in the United States, owns and operates 108 radio stations in 22 of the nation's largest markets with stations in each of the nation's top ten markets and a combined weekly listener base of over 46 million people. Chancellor recently launched AMFM Radio Networks, a national, wholly-owned radio syndication subsidiary, which reaches over 60 million listeners weekly.

   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]