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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): SEPTEMBER 26, 2000
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CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 333-33015 75-2672663
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1845 WOODALL RODGERS FREEWAY
SUITE 1300 75201
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (214) 922-8700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) PREVIOUS INDEPENDENT ACCOUNTANTS
(i) On August 30, 2000, Clear Channel Communications, Inc. ("Clear
Channel") acquired AMFM Inc. ("AMFM"), indirect parent of Capstar
Broadcasting Partners, Inc. (the "Company"). As a result of the merger,
AMFM stockholders received 0.94 shares of Clear Channel common stock,
on a fixed exchange basis, for each share of AMFM common stock held on
the closing date of the transaction and AMFM became a wholly-owned
subsidiary of Clear Channel.
The Board of Directors of Clear Channel had previously approved the
appointment of Ernst & Young LLP as auditors of Clear Channel and its
subsidiaries. Accordingly, on September 26, 2000, the Company dismissed
PricewaterhouseCoopers LLP, previous auditors of AMFM and its
subsidiaries, including the Company, as its independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the Company's consolidated
financial statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the two most recent fiscal years and
through September 26, 2000, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principle or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their report on the financial statements for such years.
(iv) During the two most recent fiscal years and through September 26, 2000,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Company has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated September 27,
2000, is filed as Exhibit 16 to this Form 8-K.
(b) NEW INDEPENDENT ACCOUNTANTS
(i) The Company engaged Ernst & Young LLP as its new independent
accountants as of September 26, 2000. During the two most recent fiscal
years and through September 26, 2000, the Company has not consulted
with Ernst & Young LLP regarding (i) either the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements and either a written report was provided
to the Company or oral advice was provided that Ernst & Young LLP
concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue
or (ii) any matter that was either the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
16 -- Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K.
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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/ ERIC C. SIMONTIS
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Eric C. Simontis
Vice President and Controller
Date: September 29, 2000
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INDEX TO EXHIBIT
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EXHIBIT
NUMBER DESCRIPTION
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16 -- Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of Regulation
S-K.
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