
<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                              Commission File
June 30, 1996                                               Number 0-215-70
 
                          Evergreen Media Corporation
                          ---------------------------
             (Exact name of registrant as specified in its charter)
                                        
                    Delaware                               75-2247099
         -------------------------------              -------------------
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)              Identification No.)

 
         433 East Las Colinas Boulevard, Suite 1130, Irving, Texas  75039
         ----------------------------------------------------------------
         (Address of principal executive offices)              (Zip Code)

                                  (214) 869-9020
                                  --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes     X        No
                    -----           -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  16,667,586 shares of Class A
Common Stock and 2,077,377 shares of Class B Common Stock as of July 31, 1996.
<PAGE>
 
                          EVERGREEN MEDIA CORPORATION
                                     INDEX

                                                                        Page No.
                                                                        --------

Part I.        Financial Information

Item 1.        Financial Statements

               Consolidated Balance Sheets (unaudited).................    2
               Consolidated Statements of Operations (unaudited).......    4
               Consolidated Statements of Cash Flows (unaudited).......    5
               Notes to Consolidated Financial Statements (unaudited)..    6
 
Item 2.        Management's Discussion and Analysis of Financial 
               Condition and Results of Operations.....................   10
 
Part II.
 
Item 1.        Legal Proceedings.......................................   15

Item 4.        Submission of Matters to a Vote of Security Holders.....   15

Item 5.        Other Information.......................................   16

Item 6.        Exhibits and Reports on Form 8-K........................   18

                                       1
<PAGE>
 
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS
- -----------------------------

            EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                            December 31,     June 30,
                                                1995           1996
                                            ------------     --------
<S>                                         <C>              <C>
ASSETS                                                  
                                                        
Current assets:                                         
    Cash and cash equivalents                 $  3,430       $  1,877
    Accounts receivable, net                    45,413         69,482
    Prepaid expenses and other assets            2,146          5,789
                                              --------       --------

         Total current assets                   50,989         77,148
                                                        
Assets held for sale                                 -         32,000
                                                        
Property and equipment, net                     37,839         46,293
                                                        
Intangible assets, net                         458,787        779,237
                                                        
Other assets                                     4,732         21,866
                                              --------       --------
 
                                              $552,347       $956,544
                                              ========       ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       2
<PAGE>
 
                  EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
               CONSOLIDATED BALANCE SHEETS, CONTINUED (UNAUDITED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                            December 31,     June 30,
                                                1995           1996
                                            ------------     --------
<S>                                         <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Accounts payable and accrued expenses       $ 15,892       $  27,566
  Current portion of long-term debt              4,000          29,250
  Other current liabilities                        541             541
                                              --------       ---------
  Total current liabilities                     20,433          57,357
                                              --------       ---------
                                                       
Long-term debt, excluding current portion      197,000         524,750
Deferred tax liability                          29,233          86,746
Other liabilities                                1,104           1,497
                                              --------       ---------
  Total liabilities                            247,770         670,350
                                              --------       ---------
Stockholders' equity:                                  
  Convertible Preferred Stock.                         
  Authorized 6,000,000 shares;                         
  Issued and outstanding 1,610,000 shares              
  in 1995 and 1996.                             80,500          80,500
                                                       
  Class A common stock, $.01 par value.                
  Authorized 75,000,000 shares; issued and             
  outstanding 24,929,529 shares in 1995 and            
  24,994,929 in 1996.                              249             249

  Class B common stock, $.01 par value.                
  Authorized 4,500,000 shares; issued and              
  outstanding 3,116,066 shares in 1995 and             
  1996.                                             31              31
                                                       
  Paid-in capital                              317,295         317,823
  Accumulated deficit                          (93,498)       (112,409)
                                              --------       ---------
Total stockholders' equity                     304,577         286,194
                                              --------       ---------
                                              $552,347        $956,544       
                                              ========        ========
</TABLE> 

See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
 
                  EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               (Dollars in thousands, except for per share data)
<TABLE>
<CAPTION>
                                  Three Months Ended            Six Months Ended
                                June 30,      June 30,      June 30,       June 30,
                                  1995          1996          1995           1996
                              -----------   -----------   -----------     -----------
<S>                          <C>            <C>           <C>           <C>
Gross revenues                $    48,250        83,832   $    77,338         144,614
Less agency commissions             6,258        10,841         9,933          18,252
                              -----------   -----------   -----------     -----------
    Net revenues                   41,992        72,991        67,405         126,362
Station operating expenses
    excluding depreciation
    and amortization               24,218        42,887        41,646          80,313
Depreciation and
    amortization                   10,242        21,336        16,532          44,012
Corporate general and
    administrative expenses           919         1,706         1,695           3,198
                              -----------   -----------   -----------     -----------
   Operating expenses              35,379        65,929        59,873         127,523 
                              -----------   -----------   -----------     -----------
   Operating income (loss)          6,613         7,062         7,532          (1,161)
                              -----------   -----------   -----------     -----------
Nonoperating expenses
 (income):
     Interest expense               5,534        10,061         9,289          19,027
     Interest income                  (15)            -           (29)              -
    Other expense, net                101             5           189              12
                              -----------   -----------   -----------     -----------

Nonoperating expenses, net          5,620        10,066         9,449          19,039
                              -----------   -----------   -----------     -----------
Income (loss) before
 income taxes                         993        (3,004)       (1,917)        (20,200)
 
Income tax expense
 (benefit)                            545          (782)          545          (3,705)
                              -----------   -----------   -----------     -----------
 
Net income (loss)                     448        (2,222)       (2,462)        (16,495)
Preferred stock dividends          (1,207)       (1,207)       (2,415)         (2,415)
                              -----------   -----------   -----------     -----------
Net loss attributable to
    common stockholders       $      (759)  $    (3,429)  $    (4,877)    $   (18,910)
                              ===========   ===========   ===========     ===========
Loss per common share              $(0.05)       $(0.12)       $(0.33)         $(0.67)
                              ===========   ===========   ===========     ===========
Weighted average
 common shares outstanding     16,171,832    28,081,500    14,639,766      28,069,500
                              ===========   ===========   ===========     ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>
 
                  EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                 June 30,           June 30,
                                                   1995               1996
                                                ----------         ---------  
<S>                                             <C>                <C>
Cash flows from operating activities:
Net loss                                        $(  2,462)         $ (16,495)
Adjustments to reconcile net loss to
 net cash provided by operating activities:
   Depreciation                                     2,589              3,479   
   Amortization of goodwill, intangible
      assets and other assets                      13,943             40,533
   Provision for doubtful accounts                    157                723
   Deferred income tax expense (benefit)              545             (3,705)
Changes in certain assets and liabilities,
 net of effects of acquisitions:
   Accounts receivable                             (5,272)           ( 9,448)
   Prepaid expenses and other current assets         (611)            (2,798)
   Accounts payable and accrued expenses            6,486              5,669
   Other assets                                      (258)              (604)
   Other liabilities                                  179                 11
                                                ---------          ---------
      Net cash provided by
        operating activities                       15,296             17,365
                                                ---------          ---------
Cash flows from investing
 activities:
   Acquisitions, net of cash acquired            (188,004)          (348,826)
   Escrow deposits on pending acquisitions              -           ( 13,000)
   Capital expenditures                          (  1,823)            (1,761)
   Other                                         (    379)            (2,382)
                                                ---------          ---------
      Net cash used by investing
        activities                               (190,206)          (365,969)
                                                ---------          ---------
Cash flows from financing
 activities:
   Proceeds from issuance of
    long-term debt                                186,000            365,750
   Principal payments on long-term
    debt                                         (  8,000)           (12,750)  
   Payments on other long-term liabilities       (    526)              (227)
   Proceeds from issuance of common
    stock                                               -                528   
   Dividend payments on preferred stock          (  2,415)            (2,415)
   Payments for debt issuance costs                     -             (3,835)
                                                ---------          ---------
      Net cash provided by
        financing activities                      175,059            347,051
                                                ---------          ---------
Increase (decrease) in cash and
 cash equivalents                                     149             (1,553)
Cash and cash equivalents at
 beginning of period                                1,216              3,430
                                                ---------          ---------
Cash and cash equivalents at end
 of period                                      $   1,365          $   1,877
                                                =========          =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>
 
                  EVERGREEN MEDIA CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   Basis of Presentation
     ---------------------

     In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position, results of operations and
cash flows of Evergreen Media Corporation and subsidiaries (the "Company") for
the periods presented.

     Interim periods are not necessarily indicative of results to be expected
for the year.  It is suggested that these financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.

     The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned.  All significant
intercompany balances and transactions have been eliminated in consolidation.

     On August 8, 1996, the Company declared a three-for-two stock split
effected in the form of a stock dividend payable on August 26, 1996 to
shareholders of record at the close of business on August 19, 1996.  All share
data (other than authorized share data) contained in the accompanying financial
statements have been retroactively adjusted to give effect to the stock
dividend.

     Loss per common share is based on the weighted average number of common
shares outstanding during the periods after giving retroactive effect to the
stock split.  Stock options and warrants are not included in the calculation as
their effect would be antidilutive.

     The Company adopted the provisions of SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" on
January 1, 1996.  The adoption of this statement did not have a material effect
on the Company's financial position or results of operations.


2.   Acquisitions, Dispositions, and Financings
     ------------------------------------------

     In May 1995, the Company acquired Broadcasting Partners, Inc. ("BPI"), a
publicly traded radio broadcasting company with seven FM and four AM radio
stations, eight of which are in the nation's ten largest radio markets (the "BPI
Acquisition").  The BPI Acquisition was effected through the merger of a wholly-
owned subsidiary of the Company with and into BPI, with BPI surviving the merger
as a wholly-owned  subsidiary of the Company.  The BPI Acquisition included the
conversion of each outstanding share of BPI common stock into the right to
receive $12.00 in cash and .46 shares of the Company's Class A Common Stock,
resulting in total cash payments of $94.8 million and the issuance of 3,740,673
shares of the Company's Class A Common Stock valued at $18.75 per share.  In
addition, the Company retired existing BPI debt of $81.9 million and incurred
various other direct acquisition costs. The total purchase price, including
closing costs, allocated to net assets acquired was approximately $258.6
million.

                                       6
<PAGE>
 
     In July 1995, the Company completed a secondary public offering of
5,525,000 shares of its Class A Common Stock.  The Company issued and sold
4,900,000 shares in the offering, while 625,000 shares were issued and sold in
connection with the exercise of certain warrants.  Furthermore, 675,924 shares
were issued in the offering in connection with the exercise of the remaining
warrants outstanding pursuant to the over-allotment option.  The net proceeds to
the Company in connection with the offering of approximately $132.7 million were
used to reduce borrowings under the revolving credit portion of the Senior
Credit Facility.

     On January 17, 1996, the Company acquired Pyramid Communications, Inc.
("Pyramid"), a radio broadcasting company with nine FM and three AM radio
stations in five radio markets (Chicago, Philadelphia, Boston, Charlotte and
Buffalo) (the "Pyramid Acquisition").  The Pyramid Acquisition was effected
through the merger of a wholly-owned subsidiary of the Company with and into
Pyramid with Pyramid surviving the merger as a wholly-owned subsidiary of the
Company.  The total purchase price, including closing costs, allocated to net
assets acquired was approximately $316.3 million.

     Effective on February 14, 1996, the Company entered into the Detroit Option
Agreement with Chancellor Broadcasting ("Chancellor") pursuant to which
Chancellor granted the Company an option to buy from Chancellor, and the Company
granted Chancellor an option to sell to the Company, WWWW-FM and WDFN-AM in
Detroit, Michigan, for $30 million in cash.  In addition, pursuant to the
Detroit Option Agreement, the Company and Chancellor entered into the Detroit
joint sales  agreement ("JSA") pursuant to which Chancellor will outsource to
the Company for a two-year period certain sales and promotional functions of the
Detroit stations in exchange for an annual fee of $2.6 million to be paid to
Chancellor.  Effective April 1, 1996, the JSA was converted into a time
brokerage agreement which will extend for the same time period as the previous
JSA. Under the terms of the agreement between the parties, the Company's option
is exercisable during the thirty-day period following the expiration of the
Detroit JSA, which occurs in February 1998. Chancellor may exercise its option
at any time prior to the expiration of the Detroit JSA, provided that if
Chancellor exercises its option, the closing of the sale of the stations shall
not take place prior to the first
                                       7
<PAGE>
 
anniversary of the expiration of the Detroit JSA. Although the Company's option 
was not yet exercisable, on August 9, 1996, the Company entered into an 
agreement with Chancellor to acquire WWWW-FM and WDFN-AM in Detroit for $30 
million in cash. The acquisition of WWWW-FM and WDFN-AM, expected to close in 
late 1996 or early 1997, will be financed through additional borrowings of 
$30 million under the Senior Credit Facility.

     In April 1996, the Company entered into agreements to sell Buffalo radio
stations WHTT-FM and WHTT-AM for $19.5 million in cash and WSJZ-FM for $12.5
million in cash in two separate transactions.  The Company also entered into
time brokerage agreements to sell substantially all of the broadcast time of
these stations pending the completion of the sales. The aforementioned stations
were acquired in connection with the Pyramid Acquisition discussed in Note 2.
Accordingly, the assets of these stations have been classified as assets held
for sale at June 30, 1996 in connection with the purchase price allocation of
the Pyramid Acquisition, and no gain or loss will be recognized by the Company
upon consummation of the sales. WHTT-FM, WHTT-AM and WSJZ-FM combined net losses
of approximately $123,000 have been excluded from the consolidated statement of
operations for the six months ended June 30, 1996. Interest costs during the
holding period of approximately $602,000 as of June 30, 1996 have been allocated
to the purchase price of the stations. The WHTT-FM and WHTT-AM sale closed on
July 19, 1996, while the sale of WSJZ-FM was completed on August 1, 1996.

     In April 1996, the Company entered into an agreement to acquire KYLD-FM in
San Francisco for $44 million in cash. The Company also entered into an
agreement to operate the station under a time brokerage agreement effective May
1, 1996 pending the completion of the purchase. The acquisition of KYLD-FM,
expected to close in the third quarter of 1996, will be financed through the
aggregate proceeds of $19.5 million from the sale of WHTT-FM and WHTT-AM in
Buffalo as part of a tax-free transaction, as well as through borrowings of
$24.5 million under the Senior Credit Facility of which $5 million was borrowed
by the Company and paid as escrow funds in April 1996 and is held in escrow at
June 30,1996.

     In May 1996, the Company acquired WKLB-FM in Boston for $34 million in cash
plus various other direct acquisition costs. The acquisition of WKLB-FM was
financed through additional borrowings of $33 million under the Senior Credit
Facility in addition to $1 million in escrow funds paid by the Company in
October 1995 and funded from working capital. On June 13, 1996, the Company
entered into separate agreements to swap WKLB-FM in Boston for WGAY-FM (formerly
WEBR-FM) in Washington, D.C. and to purchase WWRC-AM in Washington, D.C. for
$22.5 million in cash. The Company also entered into agreements to operate WGAY-
FM and WWRC-AM and to allow the purchaser to operate WKLB-FM under time
brokerage agreements effective June 17, 1996 pending the completion of the
transactions. The acquisition of WWRC-AM, expected to close in the fourth
quarter of 1996, will be financed through borrowings under the Senior Credit
Facility.

     On July 1, 1996, the Company entered into an agreement to acquire WEDR-FM
in Miami for $65 million in cash. The acquisition of WEDR-FM, expected to close
in the fourth quarter of 1996, will be financed through borrowings of $65
million under the Senior Credit Facility of which $3 million was borrowed by the
Company and paid as escrow funds in June 1996 and is held in escrow at June 30, 
1996.

     On July 18, 1996, the Company entered into an agreement to acquire WPNT-FM
in Chicago for $73 million in cash. The acquisition of WPNT-FM, expected to
close in the first quarter of 1997, will be financed through borrowings of $73
million under the Senior Credit Facility of which $5 million was borrowed by the
Company and paid as escrow funds in June 1996 and is held in escrow at June 30, 
1996.

     On August 9, 1996, the Company entered into an agreement to acquire WMXD-FM
and WJLB-FM in Detroit for $168.0 million and WFLN-FM in Philadelphia for $37.8
million. The Company also entered into an agreement to operate the stations
under time brokerage agreements effective September 1, 1996. The Company also
entered into an agreement to acquire WQRS-FM in Detroit for $32 million and
concurrently, in a tax-free transaction, swap the station in consideration for
WWRC-AM in Washington, D.C. and $9.5 million in cash. The swap agreement
modifies the June 13, 1996 agreement to acquire WWRC-AM for $22.5 million. The
acquisitions, expected to close in the first quarter of 1997, will be financed
through borrowings under the Senior Credit Facility.

     Escrow funds of $13 million paid by the Company in connection with the
pending acquisitions have been classified as other assets in the accompanying
balance sheet.

                                       8
<PAGE>
 
     In May 1996, the Company amended the Senior Credit Facility which resulted
in reducing the incremental rate applied to the participating banks' prime rate
or Eurodollar rate on borrowings under the Senior Credit Facility. Given the
Company's acquisition strategy, and acquisition opportunities created by the
recent passage of the Telecommunications Act of 1996 (the "1996 Act") the
Company has entered into preliminary discussions with lenders under the Senior
Credit Facility to raise additional debt financing in the form of a revised
Senior Credit Facility.

Summary of Net Assets Acquired
- ------------------------------

     The BPI Acquisition, the Pyramid Acquisition and the acquisition of WKLB-FM
in Boston discussed above were accounted for as purchases. Accordingly, the
accompanying consolidated financial statements include the results of operations
of the acquired entities from the dates of acquisition.

A summary of the net assets acquired follows:
<TABLE>
<CAPTION>
                                    December 31,   June 30,
                                        1995         1996
                                    ------------   --------
<S>                                 <C>            <C>
     Working capital, including                
      cash of $492 in 1995 and                 
      $949 in 1996                    $ 12,432     $ 16,837
     Assets held for sale                    -       32,000
     Property and equipment             11,684       10,172
     Intangible assets                 264,650      357,340
     Deferred tax liability            (29,712)     (61,218)
     Other liabilities  (420)            ( 420)      (4,788)
                                      --------     --------
                                               
                                      $258,634     $350,343
                                      ========     ========
</TABLE>

Pro forma Results of Operations (Unaudited)
- -------------------------------------------

Consolidated condensed pro forma results of operations data for the six months
ended June 30, 1995 and 1996, as if the 1995 common stock offering and the 1995
and 1996 acquisitions and dispositions discussed above occurred at January 1,
1995, follow:
<TABLE>
<CAPTION>
                                        1995         1996
                                      --------     --------
<S>                                   <C>          <C>
     Net revenues                     $128,933     $138,413
     Operating loss                    (14,975)      (9,840)
     Net loss                          (32,533)     (28,858)
     Net loss per common share         (  1.16)     (  1.03)
</TABLE>

     The above pro forma results of operations are presented pursuant to
applicable accounting rules relating to business acquisitions and are not
necessarily indicative of the actual results that would have been achieved had
these transactions occurred at the beginning of 1995, nor are they indicative of
future results of operations. Pro forma adjustments for the July 1996 agreement
to acquire WPNT-FM in Chicago and the August 1996 agreements to acquire WMXD-FM
and WJLB-FM in Detroit and WFLN-FM in Philadelphia are not presented as any
adjustment would be immaterial to the consolidated condensed pro forma results
of operations.

3.   Contingencies
     -------------

     The Company is involved in several lawsuits that are incidental to its
business.  A discussion of certain of these lawsuits is contained in Part II,
Item 1, "Legal Proceedings", of this Form 10-Q.  The Company believes that the
ultimate resolution of the lawsuits will not have a material effect on its
financial position or results of operations.

                                       9
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
         ------------------------------------------------- 

GENERAL
- -------

     The performance of a radio station group is customarily measured by its
ability to generate broadcast cash flow.  The two components of broadcast cash
flow are gross revenues (net of agency commissions) and operating expenses
(excluding depreciation and amortization and corporate general and
administrative expense).  The primary source of revenues is the sale of
broadcasting time for advertising.  The Company's most significant operating
expenses for purposes of the computation of broadcast cash flow are employee
salaries and commissions, programming expenses, and advertising and promotion
expenses.  The Company strives to control these expenses by working closely with
local station management.  The Company's revenues vary throughout the year.  As
is typical in the radio broadcasting industry, the Company's first calendar
quarter generally produces the lowest revenues, and the fourth quarter generally
produces the highest revenues.

     Data on broadcast cash flow, although not calculated in accordance with
generally accepted accounting principles, is widely used in the broadcast
industry as a measure of a company's operating performance.  Nevertheless, this
measure should not be considered in isolation or as a substitute for operating
income, cash flows from operating activities or any other measure for
determining the Company's operating performance or liquidity that is calculated
in accordance with generally accepted accounting principles.  Broadcast cash
flow does not take into account the Company's debt service requirements and
other commitments and, accordingly, broadcast cash flow is not necessarily
indicative of amounts that may be available for dividends, reinvestment in the
Company's business or other discretionary uses.


COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 1996, TO THREE AND SIX MONTHS
ENDED JUNE 30, 1995

     Results of operations for the three and six months ended June 30, 1996 are
not comparable to results of operations for the same periods in 1995, in light
of the consummation of the following transactions:

 .  the BPI Acquisition on May 12, 1995 resulting in the addition of seven FM and
   four AM radio stations, eight of which are in the nation's ten largest radio
   markets

 .  the Company's public offering of Class A common stock in July 1995

 .  the Pyramid Acquisition on January 17, 1996 resulting in the addition of nine
   FM and three AM radio stations, six of which are in the nation's ten largest
   radio markets

 .  the Detroit WWWW-FM and WDFN-AM joint sales agreement effective February 14,
   1996 and time brokerage agreement effective April 1, 1996

 .  the Buffalo time brokerage agreements (effective April 15, 1996 for WSJZ-FM
   and April 25, 1996 for WHTT-FM and WHTT-AM) to sell substantially all of the
   station's broadcast time pending the completion of the sales

 .  the San Francisco KYLD-FM time brokerage agreement effective May 1, 1996
   pending the completion of the purchase

                                       10
<PAGE>
 
 .  the acquisition of WKLB-FM in Boston on May 3, 1996 and subsequent agreements
   dated June 13, 1996 to swap WKLB-FM in Boston for WGAY-FM (formerly WEBR-FM)
   in Washington, D.C. and to sell substantially all of the WKLB-FM broadcast
   time under a time brokerage agreement effective June 17, 1996 pending the
   closing of the transaction

 .  the time brokerage agreements to operate WGAY-FM (formerly WEBR-FM) and WWRC-
   AM in Washington, D.C. effective June 17, 1996

In addition, the Company anticipates the results of operations for the remainder
of 1996 will be affected by the expected closing of the acquisition of WEDR-FM
in Miami in the fourth quarter of 1996.

     Net revenues for the six months ended June 30, 1996 increased 87.5% to
$126.4 million compared to $67.4 million for the six months ended June 30, 1995.
Net revenues for the three months ended June 30, 1996 increased 73.8% to $73.0
million compared to $42.0 million for the three months ended June 30, 1995.

     Station operating expenses excluding depreciation and amortization for the
six months ended June 30, 1996 increased 92.8% to $80.3 million compared to
$41.6 million for six months ended June 30, 1995.  Station operating expenses
excluding depreciation and amortization for the three months ended June 30, 1996
increased 77.1% to $42.9 million compared to $24.2 million for the second
quarter of 1995.

     Station operating income excluding depreciation and amortization and
corporate, general and administrative expense (broadcast cash flow) for the six
months ended June 30, 1996 increased 78.8% to $46.0 million compared to $25.8
million for the six months ended June 30, 1995.  Broadcast cash flow for the
three months ended June 30, 1996 increased 69.4% to $30.1 million compared to
$17.8 million for the second quarter of 1995.

     The increase in net revenues, station operating expenses, and broadcast
cash flow for the three and six months ended June 30, 1996 was primarily
attributable to the impact of the BPI Acquisition on May 12, 1995 and the
Pyramid Acquisition on January 17, 1996, in addition to the overall net
operational improvements realized by the Company's radio stations.

     Depreciation and amortization for the six months ended June 30, 1996
increased 166.2% to $44.0 million compared to $16.5 million for the same period
in 1995.  Depreciation and amortization for the three months ended June 30, 1996
increased 108.3% to $21.3 million compared to $10.2 million for the second
quarter  of 1995.  The increase represents additional depreciation and
amortization expenses due to the impact of the BPI Acquisition on May 12, 1995
and the Pyramid Acquisition on January 17, 1996, offset by decreases due to
certain intangibles which became fully amortized in 1995 and 1996.

     Corporate general and administrative expenses for the six months ended June
30, 1996 increased 88.7% to $3.2 million compared to $1.7 million for the same
period in 1995. Corporate general and

                                       11
<PAGE>
 
administrative expenses for the three months ended June 30, 1996 increased
85.6% to $1.7 million compared to $0.9 million for the second quarter of 1995.
The increase is due to the growth of the Company primarily related to the BPI
and Pyramid Acquisitions.

     As a result of the above factors, the Company incurred a $1.2 million
operating loss for the six months ended June 30, 1996 compared to operating
income of $7.5 million for the same period in 1995. The Company realized a $7.1
million operating income for the three months ended June 30, 1996 compared to
$6.6 million for the second quarter of 1995.

     Interest expense for the six months ended June 30, 1996 increased 104.8% to
$19.0 million compared to $9.3 million for the same period in 1995.  Interest
expense for the three months ended June 30, 1996 increased 81.8% to $10.1
million compared to $5.5 million for the second quarter of 1995.  The net
increase in interest expense was due to several factors including: (i)
additional bank borrowings of approximately $186.0 million required to finance
the BPI Acquisition in May 1995; (ii) additional bank borrowings of $318.8
million required to finance the Pyramid Acquisition in January 1996, (iii)
additional bank borrowings of approximately $34.0 million required to finance
the acquisition of WKLB-FM in Boston in May 1996, offset by; (iv) repayment of
borrowings of approximately $132.7 million from the net proceeds of the
Company's public offering of 5,525,000 shares of Class A Common Stock in July
1995; (v) an overall decline in the Company's borrowing rates.

     The income tax benefit for the six and three months ended June 30, 1996 is
comprised of current federal and state tax expense and a deferred federal income
tax benefit.

     The net loss attributable to common stockholders for the six months ended
June 30, 1996 was $18.9 million compared to a $4.9 million net loss for the same
period in 1995.  The net loss attributable to common stockholders for the three
months ended June 30, 1996 was $3.4 million compared to a $0.8 million net loss
for the second quarter of 1995.  The increase in net loss attributable to common
stockholders was primarily due to the increase in depreciation and amortization
related to recent acquisitions.

     The loss per common share for the six months ended June 30, 1996 was
$(0.67) compared to a $(0.33) loss per common share for the same period in 1995.
The loss per common share for the three months ended June 30, 1996 was $(0.12)
compared to a $(0.05) loss per common share for the second quarter of 1995.  The
increase in the net loss per common share is a result of the above mentioned
factors.



LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

  Overview
  --------

     The Company historically has generated sufficient cash flow from operations
to finance its existing operational requirements, debt service requirements and
preferred stock dividends, and the Company anticipates that this will continue
to be the case. The $34.0 million in cash required to finance the acquisition of
WKLB-FM, Boston which closed on May 3, 1996 consisted of $33 million in

                                       12
<PAGE>
 
borrowings under the New Revolving Loan, which is part of the Senior Credit
Facility (as defined below) and $1 million in escrow funds previously paid by
the Company. The pending acquisitions of KYLD-FM in San Francisco, WWRC-AM in
Washington, D.C., WEDR-FM in Miami, WPNT-FM in Chicago, WMXD-FM and WJLB-FM in
Detroit, and WFLN-FM in Philadelphia will be financed in part through additional
borrowings under the New Revolving Loan. Given the Company's acquisition
strategy and acquisition opportunities created by the recent passage of the
1996 Act, it is possible that the Company will complete one or more other
potentially material transactions during the course of the year. To the extent
that the Company is successful in pursuing additional acquisitions, the Company
expects that such acquisitions will be financed through funds generated from
operations, from additional borrowings under a revised Senior Credit Facility
and, from proceeds from the disposition of certain of the Company's radio
stations including $32 million in net proceeds resulting from the Buffalo
station dispositions. Depending on market conditions, the Company may also seek
additional debt or equity financing to pursue acquisitions or reduce borrowings
under the Senior Credit Facility on a going forward basis. The Company has
entered into preliminary discussions with lenders under the Senior Credit
Facility to raise additional debt financing in the form of a revised Senior
Credit Facility. There can be no assurance that such additional financing will
be available on terms acceptable to the Company.

  The Senior Credit Facility (as defined below)
  ---------------------------------------------

     On November 28, 1994, the Company entered into the Senior Credit Facility
with a group of banks. The Senior Credit Facility originally consisted of $150.0
million term loan ("the Term Loan") and a $200.0 million revolving credit
facility (the "Revolving Loan"). In connection with the Pyramid Acquisition, the
Company amended and restated the Senior Credit Facility. Under the amended
agreement, dated January 17, 1996, the Term Loan and the Revolving Loan remained
in place, and the Company also established an additional revolving facility of
up to $275.0 million (the "New Revolving Loan"). At June 30, 1996, the Company
had drawn $150.0 million of the Term Loan, $199.0 million of the Revolving Loan,
and $193.0 million of the New Revolving Loan. The Company's ability to make
additional borrowings under the New Revolving Loan is subject to compliance with
certain financial ratios and other conditions set forth in the Senior Credit
Facility. Substantially all of the assets of the Company and its subsidiaries
are pledged to secure performance of the Company's obligations under the Senior
Credit Facility.

     Borrowings under the Senior Credit Facility bear interest at a rate based,
at the option of the Company, on the participating banks' prime rate or
Eurodollar rate, plus an incremental rate. Without giving effect to the interest
rate swap and cap agreements described in the following paragraph, the interest
rate on the $150.0 million outstanding under the Term Loan at June 30, 1996 was
7.22% on a blended basis, based on Eurodollar rates, and the interest rates on
$185.0 million and $14.0 million of advances outstanding under the Revolving
Loan  were 7.26% and 8.875% at June 30, 1996, based on the Eurodollar and prime
rate, respectively. The interest rate on the $193.0 million outstanding under
the New Revolving Loan at June 30, 1996 was 7.27% on a blended basis, based on
Eurodollar rates.

     As required by the terms of the Senior Credit Facility, the Company has
entered into interest rate swap agreements with certain of the participating
banks under the Senior Credit Facility.  These swap agreements have the effect
of reducing the impact of changes in interest rates on the Company's floating
rate debt under the Senior Credit Facility. At June 30, 1996, interest rate swap
agreements covering a notional balance of $225.0 million were outstanding. These
outstanding swap agreements mature during 1996 and 1997 and require the Company
to pay a fixed rate of 5.05 - 6.38% while the counterparty pays a floating rate
based on the six-month London Interbank Borrowing Offered Rate ("LIBOR") plus an
incremental rate. In addition to these swap agreements, and in connection with
the BPI Acquisition, the Company assumed interest rate cap agreements covering 

                                       13
<PAGE>
 
a notional balance of $45.0 million. These outstanding interest rate cap
agreements provide fixed rates ranging from 6.0% to 8.0% and mature during 1996
and 1997. During the six months ended June 30, 1995 and 1996, the Company
recognized charges (income) under its interest rate swap and cap agreements of
($244,000) and $76,000, respectively. Because the interest rate swap and cap
agreements are with banks that are lenders under the Senior Credit Facility, the
Company is not exposed to credit loss.

     The Term Loan is payable in quarterly installments beginning March 31, 1997
and ending June 30, 2002, while availability under the Revolving Loan reduces
quarterly commencing March 31, 1997 and ending June 30, 2002. Availability under
the New Revolving Loan reduces quarterly beginning March 31, 1998 and ending
December 31, 2002.

     In May 1996, the Company amended the Senior Credit Facility which resulted
in reducing the incremental rate applied to the participating banks' prime rate
or Eurodollar rate on borrowings under the Senior Credit Facility.

     Given the Company's acquisition strategy and acquisition opportunities 
created by the recent passage of the 1996 Act, the Company has entered into
preliminary discussions with lenders under the Senior Credit Facility to raise
additional debt financing in the form of a revised Senior Credit Facility.

  Senior Notes
  ------------

     The Company's Senior Notes due 1999 (the "Senior Notes") were originally
issued by the Company in 1989. The Senior Notes bear interest at a fixed rate of
11.6% per annum. Amortization of the Senior Notes began August 1, 1994 and is
payable in equal quarterly installments of $1.0 million through May 1, 1999. The
Senior Notes are equally and ratably secured by the same collateral package
securing the Senior Credit Facility, and the Senior Notes and the Senior Credit
Facility rank equal in right of payment with each other. At June 30, 1996, $12.0
million in principal amount of the Senior Notes was outstanding.

  Forward Looking Statements
  --------------------------

     When used in the preceding discussion, the words "expects," "anticipates" 
and similar expressions are intended to identify forward looking statements. 
Such statements are subject to certain risks and uncertainties that could cause 
actual results to differ materially from those expressed in any of the forward 
looking statements. Such risks and uncertainties include, but are not limited 
to, industrywide market factors and regulatory developments affecting the 
Company's operations and the acquisitions and dispositions of broadcast 
properties described elsewhere herein.

                                       14
<PAGE>
 
                                    PART II

ITEM 1. - LEGAL PROCEEDINGS
- -------   -----------------

     In August 1993, the Company terminated an agreement with Sagittarius
Broadcasting Company (an affiliate of Infinity Broadcasting Corporation) and One
Twelve, Inc. (collectively, the "Claimants" or the "Plaintiffs") pursuant to
which programming featuring radio personality Howard Stern was broadcast on
radio station WLUP-AM (now WMVP-AM) in Chicago. The Claimants allege that
termination of the agreement was wrongful and have sued the Company in the
Supreme Court of the State of New York, County of New York. The agreement
required payments to the Claimants in the amount of $2.6 million, plus five
percent of advertising revenues generated by the programming over the three year
term of the agreement. A total of approximately $680,000 was paid to the
Claimants pursuant to the agreement prior to termination. Claimants' original
complaint alleged claims for breach of contract, indemnification, breach of
fiduciary duty and fraud. Plaintiffs' aggregate prayer for relief in the
original complaint totaled $45 million. On July 12, 1994, the Court granted the
Company's motion to dismiss Plaintiffs' claims for fraud and breach of fiduciary
duty. On June 6, 1995, the Court denied the Plaintiffs' motion for summary
judgment on their contract and indemnification claims and this order has been
affirmed on appeal.  On May 17, 1996, after the close of discovery, the Company
filed a motion for summary judgment seeking the dismissal of the remaining 
claims in the original complaint. Plaintiffs have opposed the Company's summary
judgment motion. On July 1, 1996, Plaintiffs moved for leave to amend their
complaint in order to add claims for breach of the covenant of good faith and
fair dealing, tortious interference with business advantage and prima facia
tort. In the proposed amended complaint, Plaintiffs seek compensatory and
punitive damages in excess of $25 million. The Company has opposed Plaintiffs'
motion for leave to amend. The Court has not yet ruled on the Company's motion
for summary judgment or decided whether to permit Plaintiffs to so amend their
complaint. The Company believes that it acted within its rights in terminating
the agreement.

The Company is also involved in various other claims and lawsuits which are
generally incidental to its business.  The Company is vigorously contesting all
such matters and believes that their ultimate resolution, as well as the matter
discussed in the preceding paragraph, will not have a material adverse effect on
its consolidated financial position or results of operations.


ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------   ---------------------------------------------------

(a)  The Company held its Annual Meeting of Stockholders on May 15, 1996, in
     Irving, Texas.

(b)  The stockholders of the Company voted to reelect the eight directors of the
     Company as follows:
<TABLE>
<CAPTION>
                                       VOTES
                                       -----    
          DIRECTORS                FOR      WITHHELD
          ---------             ----------  --------
<S>                             <C>         <C>
 
          Scott K. Ginsburg     35,124,470   386,380
          James de Castro       35,125,120   385,730
          Matthew E. Devine     35,124,520   386,330
          Joseph M. Sitrick     35,124,234   386,616
          Perry L. Lewis        35,181,125   329,725
          Thomas J. Hodson      35,157,086   353,764
          Eric L. Bernthal      35,124,085   386,765
          Kenneth J. O'Keefe    35,124,450   386,400
</TABLE>

                                       15
<PAGE>
 
     The stockholders of the Company also voted to ratify the appointment of
KPMG Peat Marwick LLP as independent auditors for 1996 as follows:
 
                        FOR           AGAINST    ABSTENTIONS
                        ---           -------    -----------

                        14,761,852    8,588      4,640

     The stockholders of the Company also voted to ratify the approval of the
adoption of the 1995 Option Plan for Executive Officers and Key Employees of
Evergreen Media Corporation, under which options were authorized to purchase up
to 1,500,000 shares of Evergreen Class A Common Stock.

                                                               BROKER   
                        FOR         AGAINST    ABSTENTIONS    NON-VOTES
                        ---         -------    -----------    ---------

                        32,190,472  2,243,242  110,423        966,713

     The stockholders of the Company also voted to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Class A Common Stock of the Company from 31,000,000 to 75,000,000 and certain
related matters.

                                                               BROKER   
                        FOR         AGAINST    ABSTENTIONS    NON-VOTES
                        ---         -------    -----------    ---------

     Class A            11,206,647  3,514,350  5,131          48,952
     All Common Stock   31,942,417  3,514,350  5,131          48,952

     No "broker non-votes" (i.e., shares held by a broker or nominee which were
represented at the meeting but with respect to which such broker or nominee was
not empowered to vote on a particular proposal) were reported at the meeting
except for broker non-votes reported with respect to the 1995 Option Plan for
Executive Officers and Key Employees and to increase the number of authorized
shares.



Item 5. - OTHER INFORMATION
- -------   -----------------

FCC Divestiture Conditions
- --------------------------

     In connection with the BPI Acquisition and the Pyramid Acquisition, the
Company obtained certain waivers of the FCC's broadcast multiple ownership rules
then in effect to allow the Company to own five FM stations in the Chicago,
Illinois market, four FM stations in the Charlotte, North Carolina market and in
excess of twenty FM  stations in the aggregate.  Pursuant to such waivers, it
would have been necessary, absent any change in applicable law, for the Company
to divest certain broadcast properties in order to satisfy the FCC's multiple
ownership rules which impose limitations on the number of FM radio stations that
any one person or entity may own in one market and limitations on the aggregate
number of FM radio stations that may be owned by one person or entity.

     Under the provisions of the recently-enacted 1996 Act, the FCC has revised
the provisions of the 

                                       16
<PAGE>
 
radio local ownership rules and eliminated the radio ownership rules'
limitations on national radio ownership. As a result, the Company's ownership of
radio stations acquired in the BPI Acquisition and the Pyramid Acquisition that
were the subject of divestiture conditions now fully complies with applicable
law. On April 5, 1996, the FCC deleted the divestiture conditions concerning
compliance with the radio local ownership rules and the national radio ownership
rules imposed on the Company by the FCC in connection with the BPI Acquisition
and the Pyramid Acquisition.

Amendment to Senior Credit Facility
- -----------------------------------

     In May 1996, the Company amended the Senior Credit Facility which resulted
in reducing the incremental rate applied to the participating bank's prime rate
or Eurodollar rate on borrowings under the Senior Credit Facility.

Recent Acquisitions and Dispositions
- ------------------------------------

     On July 1, 1996, the Company entered into an agreement to acquire WEDR-FM
in Miami for $65 million in cash. The acquisition of WEDR-FM, expected to close
in the fourth quarter of 1996, will be financed through borrowings of $65
million under the Senior Credit Facility of which $3 million was borrowed by the
Company and paid as escrow funds in June 1996 and is held in escrow at June 30, 
1996.

     On July 18, 1996, the Company entered into an agreement to acquire WPNT-FM
in Chicago for $73 million in cash. The acquisition of WPNT-FM, expected to
close in the first quarter of 1997, will be financed through borrowings of $73
million under the Senior Credit Facility of which $5 million was borrowed by the
Company and paid as escrow funds in June 1996 and is held in escrow at June 30, 
1996.

     On August 9, 1996, the Company entered into an agreement to acquire WMXD-FM
and WJLB-FM in Detroit for $168.0 million and WFLN-FM in Philadelphia for $37.8
million. The Company also entered into an agreement to operate the stations
under time brokerage agreements effective September 1, 1996. The Company also
entered into an agreement to acquire WQRS-FM in Detroit for $32 million and
concurrently, in a tax-free transaction, swap the station in consideration for
WWRC-AM in Washington, D.C. and $9.5 million in cash. The swap agreement
modifies the June 13, 1996 agreement to acquire WWRC-AM for $22.5 million. The
acquisitions, expected to close in the first quarter of 1997, will be financed
through borrowings under the Senior Credit Facility.

Stock Dividend
- --------------

     On August 8, 1996, the Company declared a three-for-two stock split 
effected in the form of a stock dividend payable on August 26, 1996 to 
shareholders of record at the close of business on August 19, 1996. All share 
data (other than authorized share data) contained in the accompanying financial 
statements have been retroactively adjusted to give effect to the stock 
dividend.
                                       17
<PAGE>
 
ITEM 6.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Exhibits.

Exhibit No.    Description of Exhibit
- -----------    ----------------------

(a) 2.1        Purchase Agreement, dated as of February 3, 1993, among The Rusk
Corporation, 511 Lovett  Venture and Evergreen Media Corporation of Houston (see
table of contents for list of omitted exhibits).

(a) 2.2        Purchase Agreement by and between Metroplex Communications, Inc.
and Evergreen Media Corporation of Jacksonville (see table of contents for list
of omitted exhibits).

(a) 2.2A       Second Amendment to Purchase Agreement, dated April 29, 1993, by
and between Metroplex Communications, Inc. and Evergreen Media Corporation of
North Florida.

(a) 2.3        Purchase Agreement, dated as of October 16, 1992, by and between
Evergreen Media Corporation of Washington, D.C. and WPNT, Inc. (see table of
contents for list of omitted exhibits).

(a) 2.3A       Amendment to Purchase Agreement, dated April 29, 1993, by and
between Evergreen Media Corporation of Washington, D.C. and WPNT, Inc.

(b) 2.4        Asset Purchase Agreement by and between Major Broadcasting of
Chicago, Inc. and Evergreen Media Corporation of Illinois dated as of June 30,
1993 (see table of contents for list of omitted exhibits and schedules).

(b) 2.5        Purchase Agreement by and among Evergreen Media Corporation of
Dallas, the Company and Armadillo Broadcasting, L.P. dated as of June 18, 1993
(see table of contents for list of omitted schedules).

(c) 2.6        Purchase Agreement by and among Evergreen Media Corporation of
Washington, D.C., KASP License Corp., WKBQ License Corp. and Zimco, Inc. (see
table of contents for list of omitted exhibits and schedules).

(d) 2.7        Asset Purchase Agreement, dated November 19, 1993, by and among
Hirsch Holdings of Cleveland, Inc. Evergreen Media Corporation of North Florida
and Evergreen Media Corporation of Jacksonville (see table of contents for list
of omitted exhibits and schedules).

(e) 2.8        Asset Purchase Agreement, dated as of December 10, 1993, by and
between Bay Broadcasting Corporation and Evergreen Media Corporation of
Jacksonville (see table of contents for list of omitted exhibits and schedules).

(f) 2.9        Plan of Reorganization and Merger by and between Evergreen Media
Corporation and Broadcasting Partners, Inc., dated as of January 31, 1995, as
amended, including the Form of Registration Rights Agreement among MLGA Fund I,
L.P., MLGA Fund II, L.P., MLGA/BPI Partners I, 

                                       18
<PAGE>
 
L.P., MLGAL Partners, Limited Partnership and Evergreen Media Corporation (see
table of contents for a list of omitted schedules).

(g)2.9A        Agreement dated as of January 31, 1995 among Evergreen Media
Corporation, Broadcasting Partners, Inc., the holders of the shares of capital
stock of Broadcasting Partners, Inc. and Scott K. Ginsburg, holder of shares of
capital stock of Evergreen Media Corporation.

(f)2.10        Plan and Agreement of Merger among Evergreen Media Partners
Corporation, Evergreen Media Corporation and Broadcasting Partners, Inc., dated
as of April 12, 1995.

(h)2.11        Agreement and Plan of Merger by and among Pyramid Communications,
Inc., Evergreen Media Corporation and Evergreen Media/Pyramid Corporation dated
as of July 14, 1995 (see table of contents for list of omitted exhibits and
schedules).

(i)2.11A       Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen Media/Pyramid
Corporation dated September 7, 1995.

(i)2.11B       Amendment to Plan and Agreement of Merger by and among Pyramid
Communications, Inc., Evergreen Media Corporation and Evergreen Media/Pyramid
Corporation dated January 11, 1996.

(j)2.12        Purchase Agreement between Fairbanks Communications, Inc. and
Evergreen Media Corporation dated October 12, 1995 (see table of contents for
list of omitted exhibits and schedules).

(n)2.13        Option Agreement dated as of January 9, 1996 between Chancellor
Broadcasting Company and Evergreen Media Corporation (including Form of
Advertising Brokerage Agreement and Form of Asset Purchase Agreement).

(o)2.14        Asset Purchase Agreement dated April 4, 1996 between American
Radio Systems Corporation and Evergreen Media Corporation of  Buffalo (see table
of contents for list of omitted exhibits and  schedules).

(o)2.15        Asset Purchase Agreement dated April 11, 1996 between Mercury
Radio Communications, L.P. and Evergreen Media Corporation of Los Angeles,
Evergreen Media/Pyramid Holdings Corporation, WHTT (AM) License Corp. and WHTT
(FM) License Corp (see table of contents for list of omitted exhibits and
schedules).

(o)2.16        Asset Purchase Agreement dated April 19, 1996 between Crescent
Communications L.P. and Evergreen Media Corporation of Los Angeles (see table of
contents for list of omitted exhibits and schedules).

*2.17          Asset Purchase Agreement dated June 13, 1996 between Evergreen
Media Corporation of Los Angeles and Greater Washington Radio, Inc. (see table
of contents for list of omitted exhibits and schedules).

*2.18          Asset Exchange Agreement dated June 13, 1996 among Evergreen
Media Corporation of Los Angeles, Evergreen Media Corporation of the Bay State,
WKLB License Corp., Greater Media Radio, Inc. and Greater Washington Radio, Inc.
(see table of contents for list of omitted exhibits and schedules).

                                       19
<PAGE>
 
*2.19          Purchase Agreement dated June 27, 1996 between WEDR, Inc., Seller
and Evergreen Media Corporation of Los Angeles, Buyer. (See table of contents
for list of omitted schedules)

*2.20          Time Brokerage Agreement dated July 10, 1996 by and between
Evergreen Media Corporation of Detroit, as Licensee, and Kidstar Interactive
Media Incorporated, as Time Broker.

*2.21          Asset Purchase Agreement dated July 15, 1996 by and among Century
Chicago Broadcasting L.P., an Illinois limited partnership, ("Seller"), Century
Broadcasting Corporation, a Delaware Corporation ("Century"), Evergreen Media
Corporation of Los Angeles, a Delaware Corporation ("Parent"), and Evergreen
Media Corporation of Chicago, a Delaware Corporation ("Buyer").

*2.22          Asset Purchase Agreement dated August 12, 1996 by and among 
Chancellor Broadcasting Company, Shamrock Broadcasting, Inc. and Evergreen Media
Corporation of the Great Lakes.

*2.23          Asset Purchase Agreement dated as of August 12, 1996 between 
Secret Communications Limited Partnership and Evergreen Media Corporation of Los
Angeles (WQRS-FM). (See table of contents for list of omitted exhibits and 
schedules)

*2.24          Asset Purchase Agreement dated as of August 12, 1996 between 
Secret Communications Limited Partnership and Evergreen Media Corporation of Los
Angeles.  (See table of contents for list of omitted schedules)

(a) 3.1A       Restated Certificate of Incorporation of Evergreen Media
Corporation, dated November 6, 1992.

(k) 3.1B       Certificate of Amendment of Restated Certificate of Incorporation
of Evergreen Media Corporation.

(a) 3.2        Restated Bylaws of Evergreen Media Corporation.

(a) 3.3        Certificate of Designation, Preferences, and Relative Rights,
Qualifications, Limitations and Restrictions of the Series A Preferred Stock of
Evergreen Media Corporation.

(a) 3.4        Certificate of Designation relating to the Company's Series 1 13
3/4% Junior Exchangeable Preferred Stock.

(a) 3.5        Certificate of Designation relating to the Company's Series 2 13
3/4% Junior Exchangeable Preferred Stock.

(k) 3.6        Certificate of Designation relating to the Company's Convertible
Exchangeable Preferred Stock.

(a) 4.1        Specimen Class A Common Stock certificate.

(k) 4.1A       Specimen Convertible Preferred Stock certificate.

(k) 4.1B       Form of Indenture between the Company and the Bank of New York,
as Trustee, relating to the Company's Exchange Debentures that may be issued in
exchange for shares of the Convertible Preferred Stock.

(a) 4.2        Senior Secured Credit Facilities for Evergreen Media Corporation
of Los Angeles (the "Borrower") from Various Lending Institutions (the "Banks"),
Some of Which are also Acting as Co-Agents (the "Co-Agents") with Toronto
Dominion (Texas), Inc. (the "Agent"), as Agent for the Co-Agents and the Banks,
dated as of November 6,1992, together with the form of Assignment of Partnership
Interests attached thereto as Exhibit A, the form of Assignment of Rights by
General Partner attached thereto as Exhibit B, the form of Borrowers Pledge
Agreement attached thereto as Exhibit C,         and the forms of other
collateral documents attached thereto as  Exhibits D through U.

(a) 4.2A       Waiver and Consent, dated March 31, 1993, between Evergreen Media
Corporation of Los 

                                       20
<PAGE>
 
Angeles and the Toronto-Dominion Bank, the Bank of New York, Bank of Montreal,
The First National Bank of Boston, Nations Bank of Texas, N.A., Fleet Bank of
Massachusetts, N.A., ABN AMRO Bank N.V., Society National Bank, Banque Paribas,
and Toronto Dominion (Texas), Inc.

(d) 4.2B       First Amendment to Loan Agreement, dated June 25, 1993, between
the Company, the Banks, the Co-Agents and the Agent.

(d) 4.2C       Second Amendment to Loan Agreement and other Loan Agreements,
dated October 27, 1993, between the Company, the Banks, the Co-Agents and the
Agent.

(a) 4.3        Amended and Restated Note Purchase Agreement, dated November
1992, between Evergreen Media Corporation of Los Angeles and Teachers Insurance
and Annuity Association of America.

(a) 4.3A       Waiver and Consent, dated April 15, 1993, between Evergreen Media
Corporation of Los Angeles and Teachers Insurance and Annuity Association of
America.

(d) 4.3B       Amendment, Waiver and Consent, dated October 27, 1993, between
Evergreen Media Corporation of Los Angeles and Teachers Insurance and Annuity
Association of America.

(l) 4.3C       Amended and Restated Note Purchase Agreement, dated as of
November 28, 1994, between Evergreen Media Corporation of Los Angeles and
Teachers Insurance and Annuity Association of America.

(m) 4.3D       First Amendment to Amended and Restated Note Purchase Agreement,
dated as of April 12, 1995, between Evergreen Media Corporation of Los Angeles
and Teachers Insurance and Annuity Association of America.

(b) 4.6        Letter Agreement, dated May 7, 1993, by and among Evergreen Media
Corporation, DLJ Merchant Banking Partners, L.P., DLJ International Partners,
C.V., DLJ Merchant Banking Funding, Inc., DLJ Offshore Partners, C.V., Lehman
Brothers Merchant Banking Portfolio Partnership L.P., Lehman Brothers Offshore
Investment Partnership Japan L.P., Lehman Brothers Offshore Investment
Partnership L.P. and Shearson Lehman Brothers Capital Partners II L.P.

(l) 4.7        Loan Agreement dated November 28, 1994 Among Evergreen Media
Corporation of Los Angeles, Various Financial Institutions (the "Lenders"); the
Bank of New York and NationsBank of Texas, N.A., as Agents and Toronto Dominion
(Texas), Inc., as Administrative Agent for the Lenders together with certain
collateral documents attached thereto as exhibits, including Assignment of
Partnership Interests, Borrowers Pledge Agreement, Parent Company Guaranty,
Security Agreement, Stock Pledge Agreement, Subsidiary Guaranty, Subsidiary
Pledge Agreement and Subsidiary Security Agreement.

(m) 4.7A       First Amendment to Loan Agreement, dated April 12, 1995, among
Evergreen Media Corporation of Los Angeles, Various Financial Institutions (the
"Lenders"); the Bank of New York and NationsBank of Texas, N.A., as Agents and
Toronto Dominion (Texas), Inc., as Administrative Agent for the Lenders.

(i) 4.8        Amended and Restated Loan Agreement dated as of January 17,
1996 among Evergreen Media Corporation of Los Angeles, the financial
institutions whose names appear as Lenders on the 

                                       21
<PAGE>
 
signature pages thereof (the "Lenders"), The Toronto Dominion Bank, The Bank of
New York and NationsBank of Texas, N.A., as Arranging Agents, The Bank of New
York, as Syndication Agent, NationsBank of Texas, N.A., as Documentation Agent,
and Toronto Dominion (Texas), Inc. as Administrative Agent for the Lenders
together with certain collateral documents attached thereto as exhibits,
including Assignment of Partnership Interests, Borrower's Pledge Agreement,
Parent Company Guarantee, Security Agreement, Stock Pledge Agreement, Subsidiary
Guarantee, Subsidiary Pledge Agreement and Subsidiary Security Agreement.

(o)4.8A        First Amendment to Loan Agreement, dated May 8, 1996, between the
Company, the Banks, the Co-Agents and the Agent.

(i)4.9         Amended and Restated Note Purchase Agreement dated as of January
17, 1996 among Evergreen Media Corporation of Los Angeles and Teachers Insurance
and Annuity Association of America.

(a)10.1        Securities Purchase Agreement, dated November 6, 1992, among DLJ
Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Merchant
Banking Funding, Inc., DLJ Offshore Partners, C.V., Evergreen Media Corporation,
and Evergreen Media Corporation of Los Angeles.

(a)10.2        Stockholders Agreement, dated November 6, 1992, among Merchant
Banking Partners, L.P., DLJ International Partners, C.V., DLJ Merchant Banking
Funding, Inc., DLJ Offshore Partners C.V., Evergreen Media Corporation, and
Evergreen Media Corporation.

(b)10.2A       Amendment No. 1 to DLJ Stockholders Agreement dated as of May 10,
1993 among the Company, DLJ Merchant Banking Partners, L.P., DLJ International
Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Offshore Partners, C.V.
and Scott K. Ginsburg.

(a)10.3        Registration Rights Agreement, dated as of November 6, 1992 among
DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ
Merchant Banking Funding, Inc., DLJ Offshore Partners, C.V., and Evergreen Media
Corporation.

(a)10.4        Warrant Certificate, dated November 6, 1992, certifying that DLJ
Merchant Banking Partners, L.P., or its assigns is entitled to purchase shares
of Class A Common Stock, par value $0.01 per share, of the Company.

(a)10.5        Partnership Interest Purchase Agreement, dated November 6, 1992,
between The Sheet Metal Workers' National Pension Fund and Evergreen Media
Corporation.

(a)10.6        Warrant Agreement, dated November 6, 1992, between The Sheet
Metal Workers' National Pension Fund and Evergreen Media Corporation.

(a)10.7        Stock Purchase Agreement, dated May 15, 1989, entered into by an
among Evergreen Media Corporation, Shearson Lehman Hutton Merchant Banking
Portfolio Partnership L.P., Shearson Lehman Hutton Offshore Investment
Partnership L.P., Shearson Lehman Hutton Offshore Investment Partnership Japan
L.P., Shearson Lehman Hutton Capital Partners II L.P., and Mid-America Capital
Resources, Inc.

(b)10.7A       Master Agreement, dated as of May 10, 1993, made and entered into
among Scott K. Ginsburg, Lehman Brothers Merchant Banking Portfolio Partnership,
L.P., Lehman Brothers Offshore 

                                       22
<PAGE>
 
Investment Partnership, L.P., Lehman Brothers Offshore Investment Partnership
Japan L.P. and Shearson Lehman Capital Partners II L.P., Mid-America Capital
Resources, Inc., DLJ Merchant Banking Partners, L.P., DLJ International
Partners, C.V., DLJ Merchant Banking Funding, Inc. DLJ Offshore Partners, C.V.,
with Exhibits thereto.

(b)10.7C       Amendment No. 1 to 1989 Stock Purchase Agreement dated as of May
17, 1993 by and among the Company, Lehman Brothers Merchant Banking Portfolio
Partnership, L.P., Lehman Brothers Offshore Investment Partnership, L.P., Lehman
Brothers Offshore Investment Partnership Japan, L.P., Shearson Lehman Brothers
Capital Partners, II, L.P., Mid America Capital Resources, Inc., and Scott K.
Ginsburg.

(a)10.8        Time Brokerage Agreement, dated October 16, 1992, between
Evergreen Media Corporation of Washington, D.C. and WPNT, Inc.

(a)10.9        Time Brokerage Agreement, dated May 30, 1992, between Evergreen
Media Corporation of Jacksonville and Metroplex Communications, Inc.

(a)10.10       Time Brokerage Agreement, dated October 9, 1992, between
Evergreen Media Corporation of Dallas and Armadillo Broadcasting,L.P.

+(a)10.11      1992 Key Employee Stock Option Plan, dated August 5, 1992.

+(a)10.12      1993 Key Employee Stock Option Plan, dated March 15, 1993.

+(a)10.13      Employment Agreement, dated May 1, 1989, by and between Evergreen
Media Corporation and Scott K. Ginsburg, as amended.

+(a)10.14      Employment Agreement, dated March 1, 1993, by and between
Evergreen Media Corporation of Los Angeles and James de Castro.

+(a)10.15      Option Agreement, dated March 1, 1993, by and between Evergreen
Media Corporation and James de Castro.

+(a)10.16      Employment Agreement, dated March 23, 1993, by and between
Evergreen Media Corporation of Los Angeles and Matthew E. Devine.

+(a)10.17      Option Agreement, dated March 1, 1993, between Evergreen Media
Corporation and Matthew E. Devine.

(a)10.18       Equipment Lease, dated July 1, 1986, between Statewide
Broadcasting of Dallas, Inc. and Midway Equipment Leasing, Inc.

(a)10.19       Equipment Lease, dated July 1, 1986, between Statewide
Broadcasting of Duval County, Inc. and Midway Equipment Leasing, Inc.

(b)10.20       Local Programming and Marketing Agreement by and between Major
Broadcasting of Chicago, Inc. and Evergreen Media Corporation of Illinois dated
as of June 30, 1993 (see table of contents for list of omitted exhibits and
schedules).

                                       23
<PAGE>
 
(k)10.21       Letter Agreement, dated October 19, 1993, between the Company and
the Sheet Metal Workers' Union National Pension Fund.

(c)10.22       Non-Competition Agreement between Evergreen Media Corporation
Illinois, Major Broadcasting of Chicago, Inc., and the other Covenantors named
therein.

(f)10.23       Evergreen Media Corporation Stock Option Plan for Non-employee
Directors (included as Annex E to the Joint Proxy Statement/Prospectus)

+(n)10.24      Employment Agreement dated November 28, 1995 by and between
Evergreen Media Corporation and Matthew E. Devine.

+(n)10.25      Employment Agreement dated November 28, 1995 by and between
Employment Agreement dated February 9, 1996 by and between Evergreen Media
Corporation and Kenneth J. O'Keefe.

+(o)10.27      Employment Agreement, dated April 15, 1996 by and between
Evergreen Media Corporation and Scott K. Ginsburg, as amended.

+(o)10.28      1995 Stock Option Plan for executive officers and key employees
of Evergreen Media Corporation.

*27            Financial Data Schedule

- --------------------
*Filed herewith.
+Management contract or compensatory arrangement.

(a)  Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-1, as amended (Reg. No. 33-
     60036).

(b)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 10-Q for the quarterly period ended June 30, 1993

(c)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 8-K dated December 27, 1993.

(d)  Incorporated by reference to the identically numbered exhibit to the
     Company's Annual Report on Form 10-K for the fiscal year ended December
     1993 (File No. 0-215-70).

(e)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 8-K dated April 25, 1994.

(f)  Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-4, as amended (Reg. No. 33-
     89838).

(g)  Incorporated by reference to Exhibit No. 4.8 to the Company's Registration
     Statement on Form S-4, as amended (Reg. No. 33-89838).

                                       24
<PAGE>
 
(h)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 8-K dated July 14, 1995.

(i)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 8-K dated January 17, 1996.

(j)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 10-Q for the quarterly period ending September
     30,1995.

(k)  Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-1, as amended (Reg. No. 33-
     69752).

(l)  Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-3, as amended (Reg. No. 33-
     85506).

(m)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 10-Q for the quarterly period ended March 31,1995.

(n)  Incorporated by reference to the identically numbered exhibit to the
     Company's Report on Form 10-K for the fiscal year ended December 31, 1995.

(o)  Incorporated by reference to the identically numbered exhibit to the
     company's report on Form 10-Q for quarterly period ending March 31,1996.

                                       25
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                EVERGREEN MEDIA CORPORATION
                                ---------------------------
                                        (Registrant)

   
                                /s/ Matthew E. Devine
                                ---------------------------
                                    Matthew E. Devine
                                    Senior Vice President/
                                    Chief Financial Officer
Dated:    August 14, 1996

                                       26
