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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): AUGUST 6, 1997
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CAPSTAR BROADCASTING PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 333-25683 75-2672663
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification Number)
600 CONGRESS AVENUE 78701
SUITE 1400 (Zip code)
AUSTIN, TEXAS
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (512) 404-6840
NOT APPLICABLE
(former address if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 6, 1997, Capstar Broadcasting Partners, Inc., a Delaware
corporation (the "Company") acquired beneficial ownership of Benchmark
Communications Radio Limited Partnership, a Maryland limited partnership and
certain of its subsidiaries ("Benchmark") through a series of mergers and stock
purchases, each dated as of December 9, 1996, among Benchmark, the Company,
certain wholly-owned subsidiaries of Hicks, Muse, Tate & Furst Equity Fund III,
L.P., a Delaware limited partnership, and other signatories thereto (the
"Benchmark Acquisition"). The Benchmark Acquisition was consummated for a
purchase price of approximately $176.2 million, including certain transaction
fees, comprised of $174.1 million paid in cash, which was funded with proceeds
from a debt offering of 9 1/4% Senior Subordinated Notes due 2007 of Capstar
Radio Broadcasting Partners, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company, equity investments by certain affiliates of Hicks,
Muse, Tate & Furst Incorporated, and borrowings under the Company's credit
facility, and Class A common stock, par value $0.01 per share, of Capstar
Broadcasting Corporation, the holder of all of the outstanding common stock of
the Company, having a deemed value of approximately $2.1 million. The
consideration paid was based upon arm's-length negotiations among the parties.
Benchmark owned and operated 31 radio stations (21 FM and 10 AM), which the
Company will continue to use for the purpose of radio broadcasts. Benchmark's
stations are located in 11 markets in the southeastern United States, including
the Dover, Delaware; Salisbury-Ocean City, Maryland; Montgomery, Alabama;
Shreveport, Louisiana; Jackson, Mississippi; Statesville, North Carolina;
Columbia and Greenville, South Carolina; Roanoke, Lynchburg and Winchester,
Virginia markets.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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2.1.1 -- Agreement and Plan of Merger, dated as of December 9,
1996, by and among Benchmark Communications Radio Limited
Partnership ("Benchmark"), Benchmark Acquisition, Inc.,
Benchmark Radio Acquisition Fund I Limited Partnership,
Benchmark Radio Acquisition Fund IV Limited Partnership,
Benchmark Radio Acquisition Fund VII Limited Partnership,
Benchmark Radio Acquisition Fund VIII Limited
Partnership, Joseph L. Mathias IV, Bruce R. Spector,
Capstar Broadcasting Partners, Inc. ("the Company") and
BCR Holding, Inc. ("Benchmark Merger Agreement").(1)
2.1.2 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 9, 1997, by and among Benchmark, Benchmark
Acquisition, Inc. and the other signatories listed
therein.(1)
2.1.3 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 31, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., the Company, and
the other signatories listed therein.(1)
2.1.4 -- Letter Agreement amending Benchmark Merger Agreement,
dated April 8, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., and the Company.(1)
2.1.5 -- First Amendment to the Benchmark Merger Agreement, dated
July 1, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting Corporation ("Capstar Broadcasting").(2)
2.1.6 -- Second Amendment to the Benchmark Merger Agreement, dated
August 6, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting.(2)
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(1) Incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 of Capstar Broadcasting Partners, Inc., File
No. 333-25683.
(2) Incorporated by reference to the Current Report on Form 8-K, dated August
14, 1997 of Capstar Radio Broadcasting Partners, Inc., File No. 33-92732.
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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 hereunto duly authorized.
CAPSTAR BROADCASTING PARTNERS, INC.
(Registrant)
By: /s/ WILLIAM S. BANOWSKY, JR.
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Name: William S. Banowsky, Jr.
Title: Executive Vice President
and General Counsel
Date: August 14, 1997
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