Chancellor Corporation
Ticker: CBCA 12655 N. Central Expressway, Suite 405,
Exchange: NASDAQ-National Market Dallas, Texas 75243
Industry: Service (214) 239-6220

Type of Shares:Class A Common Shares Filing Date:10/19/95
U.S. Shares:5,360,000 Offer Date:2/9/96
Non-U.S. Shares:1,340,000 Filing Range:$15.00 - $18.00
Primary Shares:6,700,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.35
Offering Amount: $110,550,000 Selling:$0.81
Expenses:$1,350,000 Reallowance:$0.27
Shares Out After:17,525,455

ManagerTierPhone
Smith Barney Inc.Lead Manager (718) 921-8473
BT Securities CorporationCo-manager (212) 250-5000
CS First BostonCo-manager (212) 909-3312
Goldman, Sachs & Co.Co-manager (212) 902-1172

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/94 9/30/95 9/30/94 9/30/95
Revenue:$26.32$47.92$13.03Assets:$240.23
Net Income:-$0.11-$9.30$1.20Liabilities:$184.23
EPS:-$0.02-$1.05$0.29Equity:$56.01

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company, after the acquisition, is the third largest company in the United States exclusively devoted to radio broadcasting and the fifth largest radio broadcasting company in the United States overall, based on 1994 net revenues. The company owns 33 stations (21 FM and 12 AM) located in 15 of the 40 largest MSAs in the country, including seven of the top ten MSAs. The company is committed to acquiring and operating radio stations that management believes will benefit from its strategies to maximize broadcast cash flow by increasing revenues and controlling operating expenses. The company focuses on owning and operating radio stations in the top 40 U.S. markets, which account for a disproportionately large percentage of radio advertising revenue.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the acquisition by Chancellor Broadcasting of Trefoil Communications, Inc. Other uses for the proceeds could include the repayment of debt, to pay related fees and expenses and other general corporate purposes including working capital and the possible acquisition of radio stations.

Last updated: 10/28/96

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