<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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): MARCH 30, 1998
------------------------
CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 333-25683 75-2672663
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
</TABLE>
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
In a press release dated March 30, 1998, a copy of which is filed as
Exhibit 99.1 hereto, Capstar Radio Broadcasting Partners, Inc. ("Capstar
Radio"), a wholly-owned subsidiary of Capstar Broadcasting Partners, Inc.
("Capstar Partners"), announced the commencement of (i) a tender offer to
purchase for cash all of its outstanding 13 1/4% Senior Subordinated Notes due
2003 (the "Notes") and (ii) the solicitation of consents to proposed amendments
to eliminate certain restrictive covenants and to amend certain other
provisions of the indenture pursuant to which the Notes were issued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 -- Press release, dated March 30, 1998.
<PAGE> 3
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.
CAPSTAR BROADCASTING PARTNERS, INC.
(Registrant)
By:/s/ KATHY ARCHER
----------------------------
Name: Kathy Archer
Title: Vice President
Date: April 6, 1998
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------- -------------
<S> <C>
99.1 -- Press release, dated March 30, 1998
</TABLE>
<PAGE> 1
EXHIBIT 99.1
CAPSTAR RADIO BROADCASTING PARTNERS, INC. ANNOUNCES OFFER TO
PURCHASE OUTSTANDING NOTES AND SOLICITATION OF CONSENTS TO INDENTURE
AUSTIN, TEXAS, MARCH 30, 1998 -- Capstar Radio Broadcasting Partners,
Inc. ("Capstar Radio"), a subsidiary of Capstar Broadcasting Partners, Inc.
("Capstar Partners"), announced today that it is commencing a tender offer to
purchase for cash all of its outstanding 13 1/4% Senior Subordinated Notes due
2003 (the "Notes"). Capstar Radio also announced today that it will solicit
consents to proposed amendments to eliminate certain restrictive covenants and
to amend certain other provisions of the indenture pursuant to which the Notes
were issued (the "Indenture"). As of the commencement date, there was
approximately $76.8 million principal amount of Notes outstanding. The
principal purposes of the offer and solicitation are to acquire all of the
outstanding Notes to reduce Capstar Radio's overall indebtedness and to amend
the Indenture to provide Capstar Radio with financial flexibility.
The tender offer consideration to be paid for Notes purchased by
Capstar Radio and properly delivered consents in the tender and solicitation
will be an amount equal to the greater of (x) $1,131.42 per $1.00 principal
amount or (y) a price based upon a fixed spread of 75 basis points over the
yield to maturity on the 6.250% U.S. Treasury Note maturing May 31, 1999, as
calculated in accordance with standard market practice, together, in each case,
with accrued and unpaid interest up to but not including the date of payment.
Using the fixed spread formula, the purchase price for the 6.250% Notes will be
set at 2:00 p.m., New York City time, on Monday, April 13, 1998. Capstar Radio
intends to finance the purchase of the Notes out of available cash.
Holders who tender their Notes in the tender offer are obligated to
consent to the proposed amendments to the Indenture and may not deliver
consents without tendering Notes. No separate payment will be made for the
consents delivered concurrently with tenders of Notes.
The tender offer will expire at 5:00 p.m., New York City time, on
Monday, April 27, 1998, unless extended.
BT Alex. Brown Incorporated will be acting as the Dealer Manager for
the tender offer and the consent solicitation. The tender offer and consent
solicitation will be made pursuant to an Offer to Purchase and Consent
Solicitation Statement and the related Consent and Letter of Transmittal, which
more fully set forth the terms of the tender offer and consent solicitation.
Requests for additional information concerning the terms of the tender offer
and consent solicitation, tendering Notes and the delivery of consents and
conditions to the tender offer and consent solicitation may be directed to BT
Alex. Brown Incorporated at (212) 250-9503. Copies of the Offer to Purchase
and Consent Solicitation Statement and related documents may be obtained from
BT Alex. Brown Incorporated at the same telephone number.
Capstar Broadcasting Partners was formed in May 1996, by Chief
Executive Officer, R. Steven Hicks, and the Dallas private investment firm of
Hicks, Muse, Tate & Furst Incorporated. Capstar currently owns and operates or
has agreed to acquire over 300 radio stations in mid-sized markets across the
country, making it the largest owner of radio stations in the nation, based on
station count, and one of the largest owners and operators of radio stations in
terms of revenue and cash flow.
For more information contact:
Lisa Dollinger
Capstar Radio Broadcasting Partners, Inc.
600 Congress Avenue, Suite 1400
Austin, Texas
Telephone No. (512) 340-7800
