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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 25, 1999
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CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 333-25683 13-3034720
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In a press release dated September 16, 1999, a copy of which is filed
as Exhibit 99.1 hereto, Capstar Broadcasting Partners, Inc., an indirect
subsidiary of AMFM Inc., announced the completion of its change of control offer
to purchase for cash all of its outstanding 12 3/4% Senior Discount Notes due
2009 and its 12% Senior Exchangeable Preferred Stock due 2009.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated September 16, 1999.
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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 thereunto duly authorized.
CAPSTAR BROADCASTING PARTNERS, INC.
(Registrant)
By:/s/ WILLIAM S. BANOWSKY
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Name: William S. Banowsky, Jr.
Title: Executive Vice President and General Counsel
Date: September 16, 1999
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
99.1 -- Press release, dated September 16, 1999.
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EXHIBIT 99.1
CAPSTAR BROADCASTING PARTNERS, INC. COMPLETES CHANGE OF
CONTROL OFFER FOR ITS 12 3/4% SENIOR DISCOUNT NOTES
AND 12% SENIOR EXCHANGEABLE PREFERRED STOCK
AUSTIN AND DALLAS, TEXAS, SEPTEMBER 16, 1999 -- Capstar Broadcasting Partners,
Inc. ( the "Company"), an indirect subsidiary of AMFM Inc. (NYSE:AFM) ("AMFM,"
formerly Chancellor Media Corporation), announced today that it completed its
change of control offers (the "Change of Control Offers") to purchase its 12
3/4% Senior Discount Notes due 2009 (the "Notes") and its 12% Senior
Exchangeable Preferred Stock due 2009 (the "Preferred Stock"). The Change of
Control Offers were required following the acquisition of the Company's former
ultimate parent, Capstar Broadcasting Corporation, by AMFM Inc. The Change of
Control Offers, which commenced on July 27, 1999 for the Notes and August 10,
1999 for the Preferred Stock, expired at 5:00 p.m., New York City time, on
Wednesday, August 25, 1999 and 5:00 p.m. New York City time on Thursday,
September 9, 1999, respectively (the "Expiration Dates"). The Company paid for
all Notes and shares Preferred Stock delivered pursuant to the Change of Control
Offers on Thursday, August 26, 1999 and Thursday, September 10, 1999,
respectively.
As of the respective Expiration Dates, $3,650,000 in aggregate principal amount
of the Notes representing 1.3% of the then outstanding Notes had been delivered
for repurchase, and 13,381 shares of Preferred Stock representing 1.1% of the
then outstanding shares of Preferred Stock had been delivered for repurchase
pursuant to the Change of Control Offers. All Notes and shares of Preferred
Stock validly delivered to the Company with respect to the Change of Control
Offers were accepted for payment.
United Stated Trust Company served as the Dealer Manager for the Change of
Control Offer on the Notes, while The Bank of New York served as the Dealer
Manager for the Change of Control Offer on the Preferred Stock.
The Company is an indirect subsidiary of AMFM, the nation's largest radio
broadcasting entity, consisting of the AMFM Radio Group, including the AMFM
Radio Networks and the Chancellor Marketing Group, and the AMFM New Media Group,
including Katz Media and AMFM's Internet operations. Reflecting announced
transactions, AMFM Radio Group with approximately 451 stations in 101 markets
reaches a weekly listener base of 65 million people. The AMFM Radio Networks
offers syndicated programming nationwide. Chancellor Marketing Group is a
full-service sales promotion firm developing integrated marketing programs for
Fortune 1000 companies. AMFM's Katz Media is the only full-service media
representation firm in the United States serving multiple types of electronic
media. AMFM's Internet operations focus on developing AMFM's E-commerce web
sites, streaming online broadcasts of AMFM's on-air programming and other media,
and promoting emerging Internet and new media concerns.
CONTACT:
Kevin Mischnick Joseph N. Jaffoni, Stewart Lewack
AMFM Inc. Jaffoni & Collins Incorporated
(512) 340-7800 (212) 835-8500; [email protected]
