<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13d-101)
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)
AMFM INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
001693 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
THOMAS O. HICKS
200 CRESCENT COURT, SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
OCTOBER 2, 1999
- --------------------------------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
(Continued on following pages)
Page 1
<PAGE> 2
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. THOMAS O. HICKS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,137,293
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 55,335,731
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,137,293
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
55,335,731
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,473,024
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 3
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 13,127,402
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 4
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR GP, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 13,127,402
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 5
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 5
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/CHANCELLOR HOLDINGS, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 13,127,402
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
13,127,402
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,127,402
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 6
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 6
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/HMW, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,155,514
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
2,155,514
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,514
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 7
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 7
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,170,446
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
2,170,446
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,446
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 8
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM2/GP PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,170,446
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
2,170,446
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,446
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 9
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE GP PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,170,446
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
2,170,446
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,446
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 10
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 10
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE FUND II INCORPORATED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,170,446
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
2,170,446
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,446
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 11
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 11
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM4/CHANCELLOR, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,542,485
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
8,542,485
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,542,485
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 12
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE FUND IV LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,542,485
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
8,542,485
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,542,485
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 13
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 13
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPSTAR BROADCASTING PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 30,007,111
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
30,007,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,007,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 14
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 14
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM3/CAPSTAR PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 30,007,111
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
30,007,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,007,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 15
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM3/CAPSTAR, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 30,007,111
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
30,007,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,007,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 16
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 16
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPSTAR BT PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,268,411
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
1,268,411
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,268,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 17
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPSTAR BOSTON PARTNERS, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 135,136
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
135,136
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,136
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 18
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 18
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HM3/GP PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,403,547
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
1,403,547
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,547
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 19
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 19
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE GP PARTNERS III, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,403,547
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
1,403,547
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,547
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 20
- ----------------------------- ----------------------------
CUSIP No. 001693 10 0 13D Page 20
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HICKS, MUSE FUND III INCORPORATED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,403,547
OWNED BY -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
1,403,547
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,547
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND
(ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES
OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5.
<PAGE> 21
This Amendment No. 6 to Schedule 13D amends and supplements Items 3, 4,
5, 6, and 7 contained in the Schedule 13D initially filed with the Securities
and Exchange Commission (the "SEC") on or about September 15, 1997 (the
"Schedule 13D"), as amended by Amendment No. 1 filed on March 24, 1998, as
further amended by Amendment No. 2 filed on September 16, 1998, as further
amended by Amendment No. 3 filed on March 24, 1999, as further amended by
Amendment No. 4 filed on April 15, 1999, by Thomas O. Hicks, HM2/Chancellor,
L.P., HM2/Chancellor GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW, L.P.,
Hicks, Muse, Tate & Furst Equity Fund II, L.P., HM2/GP Partners, L.P., Hicks,
Muse GP Partners, L.P., Hicks, Muse Fund II Incorporated, HM4 Chancellor, L.P.,
and Hicks, Muse Fund IV LLC, and as further amended by Amendment No. 5 filed on
July 13, 1999, by Mr. Thomas O. Hicks ("Mr. Hicks"), HM2/Chancellor, L.P., a
Texas limited partnership ("HM2/Chancellor"), HM2/Chancellor GP, L.P., a Texas
limited partnership ("HM2/Chancellor GP"), HM2/Chancellor Holdings, Inc., a
Texas corporation ("HM2/Chancellor Holdings"), HM2/HMW, L.P., a Texas limited
partnership ("HM2/HMW"), Hicks, Muse, Tate & Furst Equity Fund II, L.P., a
Delaware limited partnership ("HM Fund II"), HM2/GP Partners, L.P., a Texas
limited partnership ("HM2/GP Partners"), Hicks, Muse GP Partners, L.P., a Texas
limited partnership ("Hicks Muse Partners"), Hicks, Muse Fund II Incorporated, a
Texas corporation ("Fund II Incorporated"), HM4/Chancellor, L.P., a Texas
limited partnership ("HM4"), Hicks, Muse Fund IV LLC, a Texas limited liability
company ("HM Fund IV"), Capstar Broadcasting Partners, L.P., a Delaware limited
partnership ("Capstar Partners"), HM3/Capstar Partners, L.P., a Texas limited
partnership ("HM3/Capstar Partners"), HM3/Capstar, Inc., a Texas corporation
("HM3/Capstar"), Capstar BT Partners, L.P., a Delaware limited partnership ("BT
Partners"), Capstar Boston Partners, L.L.C., a Delaware limited liability
company ("Boston Partners"), HM3/GP Partners, L.P., a Texas limited partnership
("HM3/Partners"), Hicks, Muse GP Partners III, L.P., a Texas limited partnership
("GP Partners III"), and Hicks, Muse Fund III Incorporated, a Texas corporation
("Fund III Incorporated") (collectively, the "Reporting Persons"), with respect
to the Common Stock, $0.01 par value ("Common Stock"), of AMFM Inc. (formerly
known as Chancellor Media Corporation) (the "Company"). Items 1 and 2 of the
original Schedule 13D, as amended, remain unchanged. Each capitalized term used
herein and not otherwise defined has the meaning given such term in the original
Schedule 13D, as amended. Each Reporting Person disclaims responsibility for the
completeness and accuracy of the information contained in this Schedule 13D
concerning the other Reporting Persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Capstar Merger. On July 13, 1999, CMC Merger Sub, Inc., a wholly-owned
subsidiary of the Company, merged with and into Capstar Broadcasting
Corporation, a Delaware corporation ("Capstar"), with Capstar surviving the
merger as a wholly-owned subsidiary of the Company. Pursuant to the terms of the
merger agreement related to such transaction, holders of shares of Class A
Common Stock, Class B Common Stock and Class C Common Stock (collectively, the
"Capstar Common Stock") of Capstar outstanding immediately prior to the merger
became entitled to receive 0.4955 of a share of Common Stock of the Company for
each share of Capstar Common Stock held by such holders. The following Reporting
Persons received or may be deemed to have received shares of Common Stock of the
Company in exchange for Capstar Common Stock as a result of the merger:
Page 21
<PAGE> 22
<TABLE>
<CAPTION>
Number of Shares Received Number of Shares Received
Reporting Person (Sole Voting and Dispositive Power) (Shared Voting and Dispositive Power)
- ---------------- ----------------------------------- -------------------------------------
<S> <C> <C>
Thomas O. Hicks 2,465,404 32,878,221
Capstar Partners -- 30,198,013
HM3/Capstar Partners -- 30,198,013
HM3/Capstar -- 30,198,013
BT Partners -- 2,536,822
Boston Partners -- 135,136
HM3/Partners -- 2,671,958
GP Partners III -- 2,671,958
Fund III Incorporated -- 2,671,958
</TABLE>
For a description of the nature of the sole and shared voting and dispositive
power of the shares received in the merger and described above, see Item 5(b) of
this Amendment No. 6 to Schedule 13D.
Distributions. On October 7, 1999, HM4 effected a distribution of
170,515 shares of Common Stock of the Company to certain of its partners (the
"HM4 Distribution"), including 24,745 shares that were ultimately distributed to
Mr. Hicks, 3,950 shares that were ultimately distributed to trusts for which Mr.
Hicks serves as the trustee and which are for the benefit of the children of Mr.
Hicks, 798 shares that were ultimately distributed to a limited partnership of
which the general partner is a limited liability company of which Mr. Hicks is
the sole member, and 17,911 shares that were ultimately distributed to another
limited partnership of which the general partner is a limited liability company
of which Mr. Hicks is the sole member.
On October 7, 1999, Capstar Partners effected a distribution of 190,902
shares of Common Stock of the Company to certain of its partners (the "Capstar
Partners Distribution"), including 26,256 shares that were ultimately
distributed to Mr. Hicks, 4,455 shares that were ultimately distributed to
trusts for which Mr. Hicks serves as the trustee and which are for the benefit
of the children of Mr. Hicks, 900 shares that were ultimately distributed to a
limited partnership of which the general partner is a limited liability company
of which Mr. Hicks is the sole member, and 21,826 shares that were ultimately
distributed to another limited partnership of which the general partner is a
limited liability company of which Mr. Hicks is the sole member.
On October 7, 1999, BT Partners effected a distribution of 1,268,411
shares of Common Stock of the Company to certain of its partners (the "BT
Partners Distribution" and together with the HM4 Distribution and the Capstar
Partners Distribution, the "Distributions"). The ownership of the shares
distributed in the BT Partners Distribution is not attributable to Mr. Hicks.
ITEM 4. PURPOSE OF TRANSACTION
Capstar Merger. The shares of Common Stock received by the Reporting
Persons described under the heading "Capstar Merger" in Item 3 to this Amendment
No. 6 to Schedule 13D were acquired as a result of the merger of the Company and
Capstar and are being held by such Reporting Persons for investment purposes.
Mr. Hicks is the Chairman of the Board and Chief Executive Officer of the
Company and, through the relationships described in Item 5 hereof
Page 22
<PAGE> 23
and considering the Distributions, may be deemed to beneficially own
approximately 28.4% of the outstanding shares of Common Stock of the Company.
Mr. Hicks may be deemed to have received options to acquire 969,616 shares of
Common Stock (the "Options") as partial consideration for the termination of
certain contractual arrangements that Hicks, Muse & Co. Partners, L.P. ("Hicks
Muse Partners") had with Capstar prior to the merger. The Options are held by
Hicks Muse Partners. Mr. Hicks is a limited partner of Hicks Muse Partners and
a shareholder and executive officer of HM Partners Inc., the general partner of
Hicks Muse Partners and, accordingly, may be deemed to beneficially own all or
a portion of the Options held by Hicks Muse Partners. The Options become
exercisable when the average fair market value of the Common Stock equals or
exceeds $100 per share for a period of 30 consecutive trading days during the
five year period following July 13, 1999, the date of the grant; provided, that
the Options become immediately exercisable upon a change of control of the
Company.
Distributions. The shares of Common Stock received by the Reporting
Persons described under the heading "Distributions" in Item 3 to this Amendment
No. 6 to Schedule 13D were acquired as a result of a distribution by certain
limited partnerships holding Common Stock of the Company and are being held by
such Reporting Persons for investment purposes.
Clear Channel Communications, Inc. Merger. Pursuant to that certain
Agreement and Plan of Merger dated October 2, 1999 (the "Merger Agreement"),
among Clear Channel Communications, Inc. (the "Parent"), CCU Merger Sub, Inc, a
wholly owned subsidiary of the Parent (the "Merger Sub"), and the Company, the
Merger Sub will be merged (the "Merger") with and into the Company, and the
Company will become a wholly-owned subsidiary of the Parent. The following
summary of certain terms of the Merger Agreement is qualified in its entirety by
reference to the Merger Agreement, a copy of which is incorporated herein by
reference.
The Merger Agreement provides, among other things, that upon the
consummation of the Merger each share of Common Stock, issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(other than shares of Common Stock held as treasury shares of the Company) will
be converted into 0.9400 (the "Conversion Number") of a duly authorized, validly
issued and nonassessable share of the common stock, par value $.10 per share
("Parent Common Stock"), of the Parent, such Conversion Number being subject to
adjustment as described in the Merger Agreement.
Consummation of the Merger is subject to various conditions, covenants
and agreements fully set forth in the Merger Agreement, including, without
limitation, the conditions that (i) the Merger and Merger Agreement be approved
by the holders of a majority of the outstanding shares of Common Stock at a
stockholders meeting to be called by the Company, (ii) the holders of a majority
of the outstanding shares of Parent Common Stock actually present and voting at
a stockholders meeting to be called by the Parent approve the issuance of shares
of Parent Common Stock to the stockholders of the Company in the Merger, and
(iii) after consummation of the Merger, certain director nominees, including
Thomas O. Hicks, be elected to the Board of Directors of the Parent and Mr.
Hicks be appointed Vice Chairman of the Board of Directors of the Parent.
Pursuant to the Voting Agreement dated October 2, 1999 (the "Hicks
Voting Agreement"), by and between the Parent and Mr. Hicks, Mr. Hicks has
agreed as follows:
(1) to vote (or cause to be voted) all of the shares of Common
Stock of which Mr. Hicks is the record owner (the "Hicks Shares") (and
any and all securities issued or issuable in respect thereof) and which
Mr. Hicks is entitled to vote (or to provide his written consent
thereto), at any annual, special or other meeting of the stockholders
of the Company, and at any adjournment or adjournments thereof, or
pursuant to any consent in lieu of a meeting or otherwise: (i) in favor
of the Merger and the approval and adoption of the terms contemplated
by the Merger Agreement and any actions required in furtherance
thereof; (ii) against any action or agreement that is reasonably likely
to result in a breach in any material respect of any covenant,
representation or warranty or any other obligation
Page 23
<PAGE> 24
of the Company under the Merger Agreement; and (iii) except for all
such actions which may be permitted to the Company under the Merger
Agreement, against (A) any extraordinary corporate transaction, such as
a merger, rights offering, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries other than
the Merger, (B) a sale or transfer of a material amount of assets of
the Company or any of its material subsidiaries or the issuance of any
securities of the Company or any subsidiary, (C) any change in the
Board of Directors of the Company other than in connection with an
annual meeting of the stockholders of the Company with respect to the
slate of directors proposed by the incumbent Board of Directors of the
Company (in which case Mr. Hicks has agreed to vote for the slate
proposed by the incumbent Board) or (D) any action that is reasonably
likely to materially impede, interfere with, delay, postpone or
adversely affect in any material respect the Merger and the transaction
contemplated by the Merger Agreement; and
(2) Mr. Hicks may sell, transfer, assign, pledge, or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment or other
disposition of, the Hicks Shares or any interest contained therein,
free from obligations on the transferee, assignee, or pledge under the
Hicks Voting Agreement; provided, however, Mr. Hicks shall not be
released from his obligations under paragraph (1) to the extent Mr.
Hicks retains voting rights over such Hicks Shares.
Pursuant to the Voting Agreement dated October 2, 1999 (the "Hicks
Affiliate Voting Agreement"), among Parent and HM2/HMW, HM2/Chancellor, HM4, and
Capstar Partners (collectively, the "Hicks Affiliates"), each of the Hicks
Affiliates has agreed as follows:
(1) to vote (or cause to be voted) all of the shares of Common
Stock of which such Hicks Affiliate is the record owner (the "Affiliate
Shares") (and any and all securities issued or issuable in respect
thereof) and which such Hicks Affiliate is entitled to vote (or to
provide its written consent thereto), at any annual, special or other
meeting of the stockholders of the Company, and at any adjournment or
adjournments thereof, or pursuant to any consent in lieu of a meeting
or otherwise, in the same manner as described in paragraph (1) of the
description of the Hicks Voting Agreement;
(2) not to sell, transfer, assign, pledge, or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment or other
disposition of, the Affiliate Shares or any interest contained therein;
(3) not to, except as contemplated by the Hicks Affiliate
Voting Agreement, grant any proxies or power of attorney to enter into
a voting agreement or other arrangement with respect to the Affiliate
Shares, other than the Hicks Affiliate Voting Agreement;
(4) not to deposit the Affiliate Shares into a voting trust;
and
Page 24
<PAGE> 25
(5) not to buy, sell or trade any equity security of the
Parent, including, without limitation, entering into any put, call,
option, swap, collar or any other derivative transaction which has a
similar economic effect.
The foregoing summary of the terms of the Hicks Voting Agreement and
Hicks Affiliate Voting Agreement (collectively, the "Voting Agreements") is
qualified in its entirety by reference to the respective Voting Agreements,
copies of which are attached hereto and incorporated herein by reference.
Except as otherwise set forth in this Item 4, the Reporting Persons do
not have any plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure, including but not limited to, if the Company is
a registered closed-end investment company, and any plans or proposals to make
any changes in its investment policy for which a vote is required by Section 13
of the Investment Company Act of 1940; (vii) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (viii) causing a class
of securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (ix) a class of equity securities
of the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Following the transactions described in Item 3:
(a)
(1) Mr. Hicks may be deemed to beneficially own in
the aggregate 59,473,024 shares of the Common Stock of the
Company, representing approximately 28.4% of the outstanding
shares of Common Stock. Of such shares, Mr. Hicks has sole
voting and dispositive power with respect to 4,137,293 shares,
and shared voting and dispositive power with respect to
55,335,731 shares as a result of the relationships described
in paragraph (b)(1) below.
(2) HM2/Chancellor may be deemed to beneficially own
in the aggregate 13,127,402 shares of the Common Stock of the
Company, representing approximately 6.3% of the outstanding
shares of Common Stock. Of such shares, HM2/Chancellor has
sole voting and dispositive power with respect to no shares,
Page 25
<PAGE> 26
and shared voting and dispositive power with respect to
13,127,402 shares as a result of the relationships described
in paragraph (b)(2) below.
(3) HM2/Chancellor GP may be deemed to beneficially
own in the aggregate 13,127,402 shares of the Common Stock of
the Company, representing approximately 6.3% of the
outstanding shares of Common Stock. Of such shares,
HM2/Chancellor GP has sole voting and dispositive power with
respect to no shares, and shared voting and dispositive power
with respect to 13,127,402 shares as a result of the
relationships described in paragraph (b)(3) below.
(4) HM2/Chancellor Holdings may be deemed to
beneficially own in the aggregate 13,127,402 shares of the
Common Stock of the Company, representing approximately 6.3%
of the outstanding shares of Common Stock. Of such shares,
HM2/Chancellor Holdings has sole voting and dispositive power
with respect to no shares, and shared voting and dispositive
power with respect to 13,127,402 shares as a result of the
relationships described in paragraph (b)(4) below.
(5) HM2/HMW may be deemed to beneficially own in the
aggregate 2,155,514 shares of the Common Stock of the Company,
representing approximately 1.0% of the outstanding shares of
Common Stock. Of such shares, HM2/HMW has sole voting and
dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 2,155,514 shares as a
result of the relationships described in paragraph (b)(5)
below.
(6) HM Fund II may be deemed to beneficially own in
the aggregate 2,170,446 shares of the Common Stock of the
Company, representing approximately 1.0% of the outstanding
shares of Common Stock. Of such shares, HM Fund II has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 2,170,446
shares as a result of the relationships described in paragraph
(b)(6) below.
(7) [Intentionally omitted.]
(8) HM2/GP Partners may be deemed to beneficially own
in the aggregate 2,170,446 shares of the Common Stock of the
Company, representing approximately 1.0% of the outstanding
shares of Common Stock. Of such shares, HM2/GP Partners has
sole voting and dispositive power with respect to no shares,
and shared voting and dispositive power with respect to
2,170,446 shares as a result of the relationships described in
paragraph (b)(8) below.
(9) Hicks Muse Partners may be deemed to beneficially
own in the aggregate 2,170,446 shares of the Common Stock of
the Company, representing approximately 1.0% of the
outstanding shares of Common Stock. Of such shares, Hicks Muse
Partners has sole voting and dispositive power with respect to
no shares, and shared voting and dispositive power with
respect to 2,170,446 shares as a result of the relationships
described in paragraph (b)(9) below.
Page 26
<PAGE> 27
(10) Fund II Incorporated may be deemed to
beneficially own in the aggregate 2,170,446 shares of the
Common Stock of the Company, representing approximately 1.0%
of the outstanding shares of Common Stock. Of such shares,
Fund II Incorporated has sole voting and dispositive power
with respect to no shares, and shared voting and dispositive
power with respect to 2,170,446 shares as a result of the
relationships described in paragraph (b)(10) below.
(11) HM4 may be deemed to beneficially own in the
aggregate 8,542,485 shares of the Common Stock of the Company,
representing approximately 4.1% of the outstanding shares of
Common Stock. Of such shares, HM4 has sole voting and
dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 8,542,485 shares as a
result of the relationships described in paragraph (b)(11)
below.
(12) HM Fund IV may be deemed to beneficially own in
the aggregate 8,542,485 shares of the Common Stock of the
Company, representing approximately 4.1% of the outstanding
shares of Common Stock. Of such shares, HM Fund IV has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 8,542,485
shares as a result of the relationships described in paragraph
(b)(12) below.
(13) Capstar Partners may be deemed to beneficially
own in the aggregate 30,007,111 shares of the Common Stock of
the Company, representing approximately 14.3% of the
outstanding shares of Common Stock. Of such shares, Capstar
Partners has sole voting and dispositive power with respect to
no shares, and shared voting and dispositive power with
respect to 30,007,111 shares as a result of the relationships
described in paragraph (b)(13) below.
(14) HM3/Capstar Partners may be deemed to
beneficially own in the aggregate 30,007,111 shares of the
Common Stock of the Company, representing approximately 14.3%
of the outstanding shares of Common Stock. Of such shares,
HM3/Capstar Partners has sole voting and dispositive power
with respect to no shares, and shared voting and dispositive
power with respect to 30,007,111 shares as a result of the
relationships described in paragraph (b)(14) below.
(15) HM3/Capstar may be deemed to beneficially own in
the aggregate 30,007,111 shares of the Common Stock of the
Company, representing approximately 14.3% of the outstanding
shares of Common Stock. Of such shares, HM3/Capstar has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 30,007,111
shares as a result of the relationships described in paragraph
(b)(15) below.
(16) BT Partners may be deemed to beneficially own in
the aggregate 1,268,411 shares of the Common Stock of the
Company, representing approximately 0.6% of the outstanding
shares of Common Stock. Of such shares, BT Partners has sole
voting and dispositive power with respect to no shares, and
Page 27
<PAGE> 28
shared voting and dispositive power with respect to 1,268,411
shares as a result of the relationships described in paragraph
(b)(16) below.
(17) Boston Partners may be deemed to beneficially
own in the aggregate 135,136 shares of the Common Stock of the
Company, representing approximately 0.1% of the outstanding
shares of Common Stock. Of such shares, Boston Partners has
sole voting and dispositive power with respect to no shares,
and shared voting and dispositive power with respect to
135,136 shares as a result of the relationships described in
paragraph (b)(17) below.
(18) HM3/Partners may be deemed to beneficially own
in the aggregate 1,403,547 shares of the Common Stock of the
Company, representing approximately 0.7% of the outstanding
shares of Common Stock. Of such shares, HM3/Partners has sole
voting and dispositive power with respect to no shares, and
shared voting and dispositive power with respect to 1,403,547
shares as a result of the relationships described in paragraph
(b)(18) below.
(19) GP Partners III may be deemed to beneficially
own in the aggregate 1,403,547 shares of the Common Stock of
the Company, representing approximately 0.7% of the
outstanding shares of Common Stock. Of such shares, GP
Partners III has sole voting and dispositive power with
respect to no shares, and shared voting and dispositive power
with respect to 1,403,547 shares as a result of the
relationships described in paragraph (b)(19) below.
(20) Fund III Incorporated may be deemed to
beneficially own in the aggregate 1,403,547 shares of the
Common Stock of the Company, representing approximately 0.7%
of the outstanding shares of Common Stock. Of such shares,
Fund III Incorporated has sole voting and dispositive power
with respect to no shares, and shared voting and dispositive
power with respect to 1,403,547 shares as a result of the
relationships described in paragraph (b)(20) below.
(b)
(1) Of the 4,137,293 shares of Common Stock for which
Mr. Hicks has sole voting and dispositive power, 3,657,625
shares are held of record by Mr. Hicks, 331,030 shares are
held of record by Mr. Hicks as the trustee of certain trusts
for the benefit of Mr. Hicks' children, 108,901 shares are
held of record by a private foundation controlled by Mr.
Hicks, and 39,737 shares are owned of record by a limited
partnership of which the general partner is a limited
liability company of which Mr. Hicks is the sole member. Of
the 55,335,731 shares of Common Stock for which Mr. Hicks has
shared voting and dispositive power, 23,293 shares are owned
by Mr. Hicks of record as the co-trustee of a trust for the
benefit of unrelated parties, 61,447 shares are owned of
record by a limited partnership of which the general partner
is a limited liability company of which Mr. Hicks is the sole
member, and 55,250,991 of such shares are owned of record as
follows: 13,127,402 shares of Common Stock are owned of record
by HM2/Chancellor; 2,155,514 shares of Common Stock are owned
of record by HM2/HMW; 14,932 shares of Common Stock are owned
of record by HM Fund II; 8,542,485 shares of
Page 28
<PAGE> 29
Common Stock are owned of record by a nominee on behalf of
HM4; 30,007,111 shares are held of record by Capstar Partners;
1,268,411 shares of Common Stock are owned of record by BT
Partners; and 135,136 shares of Common Stock are owned of
record by Boston Partners.
HM2/Chancellor GP is the general partner of
HM2/Chancellor and, therefore, may be deemed to be the
beneficial owner of the shares of Common Stock owned of record
by HM2/Chancellor. HM2/Chancellor Holdings is the general
partner of HM2/Chancellor GP and, therefore, may be deemed to
be the beneficial owner of the shares beneficially owned by
HM2/Chancellor GP. Mr. Hicks is the sole director and owns all
of the outstanding shares of capital stock of HM2/Chancellor
Holdings and, therefore, may be deemed to be the beneficial
owner of the shares of Common Stock beneficially owned by
HM2/Chancellor Holdings.
HM Fund II is the general partner of HM2/HMW
and, therefore, may be deemed to be the beneficial owner of
the shares held of record by HM2/HMW. HM2/GP Partners is the
general partner of HM Fund II and, therefore, may be deemed to
be the beneficial owner of the shares held of record and
beneficially owned by HM Fund II. Hicks Muse Partners is the
general partner of HM2/GP Partners and, therefore, may be
deemed to be the beneficial owner of the shares beneficially
owned by HM2/GP Partners. Fund II Incorporated is the general
partner of Hicks Muse Partners and, therefore, may be deemed
to be the beneficial owner of the shares beneficially owned by
Hicks Muse Partners. Mr. Hicks is the controlling stockholder,
Chairman of the Board, Chief Executive Officer and Partner of
Fund II Incorporated and, therefore, may be deemed to
beneficially own all or a portion of the shares of Common
Stock beneficially owned by Fund II Incorporated.
HM Fund IV is the general partner of HM4
and, therefore, may be deemed to be the beneficial owner of
the shares beneficially owned by HM4. Mr. Hicks is the sole
member of HM Fund IV and, therefore, may be deemed to
beneficially own all or a portion of the shares of Common
Stock beneficially owned by HM Fund IV.
HM3/Capstar Partners is the general partner
of Capstar Partners and, therefore, may be deemed to be the
beneficial owner of the shares held of record by Capstar
Partners. HM3/Capstar is the general partner of HM3/Capstar
Partners and, therefore, may be deemed to be the beneficial
owner of the shares beneficially owned by HM3/Capstar
Partners. Mr. Hicks is the sole shareholder, director,
Chairman of the Board, Chief Executive Officer and Partner of
HM3/Capstar and, therefore, may be deemed to beneficially own
all or a portion of the shares of Common Stock beneficially
owned by HM3/Capstar.
HM3/Partners is the general partner of each
of BT Partners and Boston Partners and, therefore, may be
deemed to be the beneficial owner of the shares held of record
by BT Partners and Boston Partners. GP Partners III is the
Page 29
<PAGE> 30
general partner of HM3/Partners and, therefore, may be deemed
to be the beneficial owner of the shares beneficially owned by
HM3/Partners. Fund III Incorporated is the general partner of
GP Partners III and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by GP
Partners III. Mr. Hicks is the sole shareholder, director,
Chairman of the Board, Chief Executive Officer and Partner of
Fund III Incorporated and, therefore, may be deemed to
beneficially own all or a portion of the shares of Common
Stock beneficially owned by Fund III Incorporated.
(2) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor has shared voting and dispositive power,
13,127,402 of such shares are held of record by
HM2/Chancellor.
(3) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor GP has shared voting and dispositive
power, none of such shares are held of record by
HM2/Chancellor GP, and 13,127,402 of such shares are held of
record by HM2/Chancellor. HM2/Chancellor GP is the general
partner of HM2/Chancellor and, therefore, may be deemed to be
the beneficial owner of the shares owned of record by
HM2/Chancellor.
(4) Of the 13,127,402 shares of Common Stock for
which HM2/Chancellor Holdings has shared voting and
dispositive power, none of such shares are held of record by
HM2/Chancellor Holdings, and 13,127,402 of such shares may be
beneficially owned by HM2/Chancellor GP. HM2/Chancellor
Holdings is the general partner of HM2/Chancellor GP and,
therefore, may be deemed to be the beneficial owner of the
shares beneficially owned by HM2/Chancellor GP.
(5) Of the 2,155,514 shares of Common Stock for which
HM2/HMW has shared voting and dispositive power, 2,155,514 of
such shares are held of record by HM2/HMW.
(6) Of the 2,170,446 shares of Common Stock for which
HM Fund II has shared voting and dispositive power, 14,932 of
such shares are held of record by HM Fund II, and 2,155,514 of
such shares are held of record by HM2/HMW. HM Fund II is the
general partner of HM2/HMW and, therefore, may be deemed to be
the beneficial owner of the shares held of record by HM2/HMW.
(7) [Intentionally omitted.]
(8) Of the 2,170,446 shares of Common Stock for which
HM2/GP Partners has shared voting and dispositive power, none
of such shares are held of record by HM2/GP Partners, and
2,170,446 of such shares are held of record and beneficially
by HM Fund II. HM2/GP Partners is the general partner of HM
Fund II and, therefore, may be deemed to be the beneficial
owner of the shares held of record and beneficially owned by
HM Fund II.
Page 30
<PAGE> 31
(9) Of the 2,170,446 shares of Common Stock for which
Hicks Muse Partners has shared voting and dispositive power,
none of such shares are held of record by Hicks Muse Partners,
and 2,170,446 of such shares are beneficially owned by HM2/GP
Partners. Hicks Muse Partners is the general partner of HM2/GP
Partners and, therefore, may be deemed to be the beneficial
owner of the shares beneficially owned by HM2/GP Partners.
(10) Of the 2,170,446 shares of Common Stock for
which Fund II Incorporated has shared voting and dispositive
power, none of such shares are held of record by Fund II
Incorporated, and 2,170,446 of such shares may be beneficially
owned by Hicks Muse Partners. Fund II Incorporated is the
general partner of Hicks Muse Partners and, therefore, may be
deemed to be the beneficial owner of the shares beneficially
owned by Hicks Muse Partners.
(11) Of the 8,542,485 shares of Common Stock for
which HM4 has shared voting and dispositive power, 8,542,485
of such shares are beneficially owned by HM4.
(12) Of the 8,542,485 shares of Common Stock for
which HM Fund IV has shared voting and dispositive power, none
of such shares are held of record by HM Fund IV, and 8,542,485
of such shares are beneficially owned by HM4. HM Fund IV is
the general partner of HM4 and, therefore, may be deemed to be
the beneficial owner of the shares beneficially owned by HM4.
(13) Of the 30,007,111 shares of Common Stock for
which Capstar Partners has shared voting and dispositive
power, 30,007,111 of such shares are held of record by Capstar
Partners.
(14) Of the 30,007,111 shares of Common Stock for
which HM3/Capstar Partners has shared voting and dispositive
power, none of such shares are held of record by HM3/Capstar
Partners, and 30,007,111 of such shares are held of record by
Capstar Partners. HM3/Capstar Partners is the general partner
of Capstar Partners and, therefore, may be deemed to be the
beneficial owner of the shares owned of record by Capstar
Partners.
(15) Of the 30,007,111 shares of Common Stock for
which HM3/Capstar has shared voting and dispositive power,
none of such shares are held of record by HM3/Capstar, and
30,007,111 of such shares are beneficially owned by
HM3/Capstar Partners. HM3/Capstar is the general partner of
HM3/Capstar Partners and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by
HM3/Capstar Partners.
(16) Of the 1,268,411 shares of Common Stock for
which BT Partners has shared voting and dispositive power,
1,268,411 of such shares are held of record by BT Partners.
Page 31
<PAGE> 32
(17) Of the 135,136 shares of Common Stock for which
Boston Partners has shared voting and dispositive power,
135,136 of such shares are held of record by Boston Partners.
(18) Of the 1,403,547 shares of Common Stock for
which HM3/Partners has shared voting and dispositive power,
none of such shares are held of record by HM3/Partners,
1,268,411 of such shares are held of record by BT Partners,
and 135,136 of such shares are beneficially owned by Boston
Partners. HM3/Partners is the general partner of each of BT
Partners and Boston Partners and, therefore, may be deemed to
be the beneficial owner of the shares owned of record by BT
Partners and Boston Partners.
(19) Of the 1,403,547 shares of Common Stock for
which GP Partners III has shared voting and dispositive power,
none of such shares are held of record by GP Partners III, and
1,403,547 of such shares are beneficially owned by
HM3/Partners. GP Partners III is the general partner of
HM3/Partners and, therefore, may be deemed to be the
beneficial owner of the shares beneficially owned by
HM3/Partners.
(20) Of the 1,403,547 shares of Common Stock for
which Fund III Incorporated has shared voting and dispositive
power, none of such shares are held of record by Fund III
Incorporated, and 1,403,547 of such shares are beneficially
owned by GP Partners III. Fund III Incorporated is the general
partner of GP Partners III and, therefore, may be deemed to be
the beneficial owner of the shares beneficially owned by GP
Partners III.
Each of the Reporting Persons expressly disclaims (i) the
existence of any group and (ii) beneficial ownership with respect to
any shares of Common Stock covered by this Amendment No. 6 to Schedule
13D not owned by him or it of record.
(c) See Item 3.
(d) The right to receive dividends on, and proceeds from the
sale of, the shares of Common Stock held of record by HM2/Chancellor,
HM2/HMW, HM Fund II, Capstar Partners, BT Partners and Boston Partners
and beneficially owned by HM4 described in paragraphs (a) and (b) above
is governed by the limited partnership and limited liability
agreements, as applicable, of each of such entities, and such dividends
or proceeds may be distributed with respect to numerous general and
limited partnership or membership interests.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information regarding the Merger Agreement, the Voting Agreements,
and the Options that is set forth in Item 4 of this Amendment No. 6 to Schedule
13D is incorporated herein by reference.
Page 32
<PAGE> 33
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
10.1 Agreement and Plan of Merger dated October 2, 1999, among Parent,
Merger Sub, and Company. (1)
10.2 Voting Agreement dated October 2, 1999, by and between Parent and
Thomas O. Hicks.*
10.3 Voting Agreement dated October 2, 1999, among Parent and Hicks
Affiliates.*
10.4 Stock Option Grant Agreement dated July 13, 1999, by and between the
Company and Hicks Muse Partners for 335,099 shares.*
10.5 Stock Option Grant Agreement dated July 13, 1999, by and between the
Company and Hicks Muse Partners for 634,517 shares.*
99.1 Joint Filing Agreement dated September 14, 1999 among Reporting
Persons. (2)
- ------------------
*Filed herewith.
(1) Incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed on October 5, 1999.
(2) Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed
by the Reporting Persons on September 15, 1999, and is incorporated
herein by reference thereto.
Page 33
<PAGE> 34
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 By: *
- ----------------------------------- -----------------------------------
Date Name: Thomas O. Hicks
*By: /s/ David W. Knickel
---------------------------------
David W. Knickel
Attorney-in-Fact
Page 34
<PAGE> 35
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE FUND II INCORPORATED
- -----------------------------------
Date
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President, Treasurer
and Secretary
Page 35
<PAGE> 36
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE GP PARTNERS, L.P.
- -----------------------------------
Date
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President, Treasurer
and Secretary
Page 36
<PAGE> 37
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM2/GP PARTNERS, L.P.
- -----------------------------------
Date By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II
INCORPORATED, its general
partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 37
<PAGE> 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE, TATE & FURST EQUITY
- ----------------------------------- FUND II, L.P.
Date
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 38
<PAGE> 39
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM2/HMW, L.P.
- -----------------------------------
Date By: HICKS, MUSE, TATE & FURST EQUITY
FUND II, L.P., its general partner
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 39
<PAGE> 40
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM2/CHANCELLOR, L.P.
- -----------------------------------
Date By: HM2/CHANCELLOR GP, L.P., its
general partner
By: HM2/CHANCELLOR HOLDINGS, INC., its
general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 40
<PAGE> 41
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM2/CHANCELLOR GP, L.P.
- -----------------------------------
Date By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 41
<PAGE> 42
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM2/CHANCELLOR HOLDINGS, INC.
- -----------------------------------
Date
By: /s/ David W. Knickel
-------------------------------
Name: David W. Knickel
Title: Vice President, Treasurer
and Secretary
Page 42
<PAGE> 43
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM4/CHANCELLOR, L.P.
- -----------------------------------
Date
By: HICKS, MUSE FUND IV LLC, its
general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 43
<PAGE> 44
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE FUND IV LLC
- -----------------------------------
Date
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 44
<PAGE> 45
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 CAPSTAR BROADCASTING PARTNERS, L.P.
- -----------------------------------
Date
By: HM3/CAPSTAR PARTNERS, L.P., its
general partner
By: HM3/CAPSTAR, INC., its general
partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 45
<PAGE> 46
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM3/CAPSTAR PARTNERS, L.P.
- -----------------------------------
Date By: HM3/CAPSTAR, INC., its general
partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 46
<PAGE> 47
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM3/CAPSTAR, INC.
- -----------------------------------
Date
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President, Treasurer
and Secretary
Page 47
<PAGE> 48
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 CAPSTAR BT PARTNERS, L.P.
- -----------------------------------
Date
By: HM3/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS III, L.P.,
its general partner
By: HICKS, MUSE FUND III INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 48
<PAGE> 49
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 CAPSTAR BOSTON PARTNERS, L.L.C.
- -----------------------------------
Date
By: HM3/GP PARTNERS, L.P., its
managing member
By: HICKS, MUSE GP PARTNERS III, L.P.,
its general partner
By: HICKS, MUSE FUND III INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 49
<PAGE> 50
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HM3/GP PARTNERS, L.P.
- -----------------------------------
Date By: HICKS, MUSE GP PARTNERS III, L.P.,
its general partner
By: HICKS, MUSE FUND III INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 50
<PAGE> 51
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE GP PARTNERS III, L.P.
- -----------------------------------
Date
By: HICKS, MUSE FUND III INCORPORATED,
its general partner
By: /s/ David W. Knickel
------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 51
<PAGE> 52
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 12, 1999 HICKS, MUSE FUND III INCORPORATED
- -----------------------------------
Date
By: /s/ David W. Knickel
----------------------------------
Name: David W. Knickel
Title: Vice President,
Treasurer and Secretary
Page 52
<PAGE> 53
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
10.1 Agreement and Plan of Merger dated October 2, 1999,
among Parent, Merger Sub, and Company. (1)
10.2 Voting Agreement dated October 2, 1999, by and between
Parent and Thomas O. Hicks.*
10.3 Voting Agreement dated October 2, 1999, among Parent
and Hicks Affiliates.*
10.4 Stock Option Grant Agreement dated July 13, 1999, by
and between the Company and Hicks Muse Partners for
335,099 shares.*
10.5 Stock Option Grant Agreement dated July 13, 1999, by
and between the Company and Hicks Muse Partners for
634,517 shares.*
99.1 Joint Filing Agreement dated September 14, 1999 among
Reporting Persons. (2)
</TABLE>
- ----------------
*Filed herewith.
(1) Incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed on October 5, 1999.
(2) Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed
by the Reporting Persons on September 15, 1999, and is incorporated
herein by reference thereto.
<PAGE> 1
EXHIBIT 10.2
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of
October, 1999, is entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC.,
a Texas corporation ("Parent"), and THOMAS O. HICKS (the "Stockholder").
W I T N E S S E T H:
WHEREAS, Parent, CCU Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), and AMFM INC., a Delaware corporation (the "Company"), have entered into
an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"),
pursuant to which the parties thereto have agreed, upon the terms and subject to
the conditions set forth therein, to merge Merger Sub with and into the Company
(the "Merger");
WHEREAS, as of the date hereof, the Stockholder is the record owner of
the number of shares (the "Shares") of common stock, par value $0.01 per share,
of the Company (the "Company Common Stock") set forth on Schedule I attached
hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and the Stockholder
is willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
1.1. Voting Agreement. The Stockholder hereby agrees to vote (or
cause to be voted) all of the Shares (and any and all securities issued or
issuable in respect thereof) which such Stockholder is entitled to vote (or to
provide his written consent thereto), at any annual, special or other meeting of
the stockholders of the Company, and at any adjournment or adjournments thereof,
or pursuant to any consent in lieu of a meeting or otherwise:
(a) in favor of the Merger and the approval and adoption of the
terms contemplated by the Merger Agreement and any actions required in
furtherance thereof;
(b) against any action or agreement that is reasonably likely to
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement; and
(c) except for all such actions which may be permitted to the
Company under Section 5.1(a) of the Merger Agreement, against (a) any
extraordinary corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving the Company or any of
its subsidiaries other than the Merger, (b) a sale or transfer of a material
amount of assets of the Company or any of its material subsidiaries or the
issuance of any securities of the Company or any subsidiary, (c) any change in
the Board of Directors of the Company other than in connection with an annual
meeting of the shareholders of the Company
<PAGE> 2
with respect to the slate of directors proposed by the incumbent Board of
Directors of the Company (in which case he agrees to vote for the slate proposed
by the incumbent Board) or (d) any action that is reasonably likely to
materially impede, interfere with, delay, postpone or adversely affect in any
material respect the Merger and the transaction contemplated by the Merger
Agreement.
2. Representations and Warranties of Stockholder. The Stockholder
represents and warrants to Parent as follows in each case as of the date hereof:
2.1. Binding Agreement. The Stockholder has the capacity to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. The Stockholder has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding obligation
of the Stockholder, enforceable against the Stockholder in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
2.2. No Conflict. Neither the execution and delivery of this
Agreement, nor the compliance with any of the provisions hereof in each case by
the Stockholder (a) requires any consent, approval, authorization or permit of,
registration, declaration or filing (except for filings under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to,
any governmental entity, (b) results in a default (or an event which, with
notice or lapse of time or both, would become a default) or gives rise to any
right of termination by any third party, cancellation, amendment or acceleration
under any material contract, agreement, instrument, commitment, arrangement or
understanding, or result in the creation of a security interest, lien, charge,
encumbrance, equity or claim with respect to any of the Shares, (c) requires any
material consent, authorization or approval of any person other than a
governmental entity which has not been obtained, or (d) violates or conflicts
with any order, writ, injunction, decree or law applicable to the Stockholder or
the Shares.
2.3. Ownership of Shares. Except as set forth in Schedule II, the
Stockholder is the record owner of the Shares free and clear of any security
interests, liens, charges, encumbrances, options or restriction on the right to
vote the Shares. The Stockholder holds exclusive power to vote the Shares,
subject to the limitations set forth in Section 1 of this Agreement and to the
rights of pledgees under pledge agreements. The Shares represent all of the
shares of capital stock of the Company owned of record by the Stockholder.
3. Representations and Warranties of Parent. Parent represents and
warrants to the Stockholder as follows in each case as of the date hereof:
3.1. Binding Agreement. Parent is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Texas and
has full corporate power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the Merger Agreement by Parent and the consummation of the
transactions contemplated hereby and thereby have been duly and validly
authorized by the Board of Directors of Parent, and except for the approval of
2
<PAGE> 3
the issuance of shares of Parent Common Stock in the Merger by holders of a
majority of the outstanding shares of Parent Common Stock actually present and
voting at the Parent Special Meeting and obtaining all other Parent Stockholder
Approvals required by Section 5.3 of the Merger Agreement, no other corporate
proceedings on the part of Parent are necessary to authorize the execution,
delivery and performance of this Agreement and the Merger Agreement by Parent
and the consummation of the transactions contemplated hereby and thereby. Parent
has duly and validly executed this Agreement and this Agreement constitutes a
legal, valid and binding obligation of Parent, enforceable against Parent in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
3.2. No Conflict. Neither the execution and delivery of this
Agreement, the consummation by Parent of the transactions contemplated hereby,
nor the compliance by Parent with any of the provisions hereof will (a) conflict
with or result in a breach of any provision of its Articles of Incorporation or
By-laws, (b) require any consent, approval, authorization or permit of,
registration, declaration or filing (except for filings under the Exchange Act)
with, or notification to, any governmental entity, (c) result in a default (or
an event which, with notice or lapse of time or both, would become a default) or
give rise to any right of termination by any third party, cancellation,
amendment or acceleration under any contract, agreement, instrument, commitment,
arrangement or understanding, (d) require any material consent, authorization or
approval of any person other than a governmental entity, or (e) violate or
conflict with any order, writ, injunction, decree or law applicable to Parent.
4. Transfer; Additional Shares.
4.1. Transfers Permitted. The Stockholder may sell, transfer,
assign, pledge, or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the sale, transfer,
assignment or other disposition of, the Shares or any interest contained
therein, free from obligations on the transferee, assignee, or pledgee under
this Agreement; provided, however, the Stockholder shall not be released from
its obligations under Section 1 to the extent that the Stockholder retains
voting rights over such Shares.
4.2. Additional Shares. Without limiting the provisions of the
Merger Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of the Company on, of or affecting the Shares or (ii) the Stockholder
becoming the record owner of any additional shares of Company Common Stock or
other securities entitling the holder thereof to vote or give consent with
respect to the matters set forth in Section 1 hereof, then the terms of this
Agreement shall apply to the shares of capital stock or other securities of the
Company held by the Stockholder immediately following the effectiveness of the
events described in clause (i) or the Stockholder becoming the record owner
thereof, as described in clause (ii), as though they were Shares hereunder. The
Stockholder hereby agrees, while this Agreement is in effect, to promptly notify
Parent of the number of any new shares of Company Common Stock acquired by the
Stockholder, if any, after the date hereof.
3
<PAGE> 4
5. Specific Enforcement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with the terms hereof or were otherwise
breached and that each party shall be entitled to seek specific performance of
the terms hereof, in addition to any other remedy which may be available at law
or in equity.
6. Termination. Except for Section 7 hereof, which shall survive for
the period specified therein, this Agreement shall terminate on the earlier of
(i) the termination of the Merger Agreement, (ii) the agreement of the parties
hereto to terminate this Agreement, (iii) consummation of the Merger and (iv)
the date the Stockholder ceases to own any Shares.
7. Indemnification. Parent shall, to the fullest extent permitted under
applicable law, indemnify and hold harmless the Stockholder against any costs or
expenses (including attorneys' fees as provided below), judgments, fines,
losses, claims, damages, liabilities and amounts paid in settlement in
connection with any claim, action, suit, proceeding or investigation by the
Company or any stockholder of the Company asserting any breach by the
Stockholder of any fiduciary duty on his part to the Company or the other
stockholders of the Company by reason of the Stockholder entering into this
Agreement, for a period of six years after the date hereof. In the event the
Stockholder seeks indemnification from Parent for any such claim, action, suit,
proceeding or investigation (whether arising before or after the termination of
this Agreement), (a) Parent shall pay the fees and expenses of one counsel
selected by such Stockholder and reasonably acceptable to Parent to represent
such Stockholder in connection therewith promptly after statements therefor are
received, and (b)Parent and Merger Sub will cooperate in the defense of any
such matter; provided, however, that Parent shall not be liable for any
settlement effected without its written consent (which consent shall not be
unreasonably withheld); provided, further, that in the event that any claim or
claims for indemnification under this Section 7 are asserted or made within such
six-year period, all rights to indemnification in respect of any such claim or
claims shall continue until the final disposition of any and all such claims.
This Section 7 shall survive until the latest of the following: (i) six years
from the date hereof, (ii) the termination of this Agreement, and (iii) the
final disposition of all claims for indemnification asserted or made within the
six-year period following the date hereof.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):
4
<PAGE> 5
If to the Parent, to:
Clear Channel Communications, Inc.
200 Concord Plaza
Suite 600
San Antonio, Texas 78216-6940
Attention: L. Lowry Mays
Facsimile No.: (210) 822-2299
with a copy to:
Akin, Gump, Strauss, Hauer & Feld L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201
Attention: Michael E. Dillard, P.C.
Facsimile No.: (214) 969-4343
If to the Stockholder, to:
Thomas O. Hicks
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Facsimile No.: (214) 740-7313
with a copy to:
Lawrence D. Stuart, Jr.
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Facsimile No.: (214) 740-7313
9. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
10. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by Parent.
11. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
5
<PAGE> 6
12. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement will be binding upon, inure to the benefit of and
be enforceable by each party and such party's respective heirs, beneficiaries,
executors, representatives and permitted assigns.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of Texas
(without giving effect to the provisions thereof relating to conflicts of law).
15. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
16. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Stockholder Capacity. Neither the Stockholder nor any designee of
the Stockholder who is or becomes during the term hereof a director or officer
of the Company makes any agreement or understanding herein in its capacity as
such director or officer. The Stockholder signs solely in his capacity as the
record owner of the Stockholder's Shares and nothing herein shall limit or
affect any actions taken by the Stockholder or any designee of the Stockholder
in his capacity as an officer or director of the Company. As used herein, the
term "record owner" or "record holder" shall mean ownership of Shares directly
or through a nominee.
6
<PAGE> 7
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Stockholder and a duly authorized officer of Parent on the day and year
first written above.
PARENT:
CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS
CORPORATION
/s/ RANDALL T. MAYS
--------------------------------------------
By: Randall T. Mays
Title: Executive Vice President and
Chief Executive Officer
STOCKHOLDER:
/S/ THOMAS O. HICKS
--------------------------------------------
THOMAS O. HICKS
<PAGE> 8
SCHEDULE I TO
VOTING AGREEMENT
<TABLE>
<CAPTION>
Name of Stockholder Number of Shares
------------------- ----------------
<S> <C>
Thomas O. Hicks 3,606,624
</TABLE>
<PAGE> 9
SCHEDULE II TO
VOTING AGREEMENT
None.
<PAGE> 1
EXHIBIT 10.3
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of
October, 1999, is entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC.,
a Texas corporation ("Parent"), and the other parties listed on the signature
page hereof (collectively, the "Stockholders" or individually, a "Stockholder").
W I T N E S S E T H:
WHEREAS, Parent, CCU Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), and AMFM Inc., a Delaware corporation (the "Company"), have entered into
an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"),
pursuant to which the parties thereto have agreed, upon the terms and subject to
the conditions set forth therein, to merge Merger Sub with and into the Company
(the "Merger");
WHEREAS, as of the date hereof, the Stockholders are the record owners
of the number of shares (the "Shares") of common stock, par value $0.01 per
share, of the Company (the "Company Common Stock") set forth opposite their
respective names on Schedule I attached hereto; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholders
are willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
1.1. Voting Agreement. Each of the Stockholders hereby agrees to
vote (or cause to be voted) all of the Shares (and any and all securities issued
or issuable in respect thereof) which such Stockholder is entitled to vote (or
to provide his written consent thereto), at any annual, special or other meeting
of the stockholders of the Company, and at any adjournment or adjournments
thereof, or pursuant to any consent in lieu of a meeting or otherwise:
(a) in favor of the Merger and the approval and adoption of the
terms contemplated by the Merger Agreement and any actions required in
furtherance thereof;
(b) against any action or agreement that is reasonably likely to
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement; and
(c) except for all such actions which may be permitted to the
Company under Section 5.1(a) of the Merger Agreement, against (a) any
extraordinary corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving the Company or any of
its subsidiaries other than the Merger, (b) a sale or transfer of a material
amount of assets of the Company or any of its material subsidiaries or the
issuance of any
<PAGE> 2
securities of the Company or any subsidiary, (c) any change in the Board of
Directors of the Company other than in connection with an annual meeting of the
shareholders of the Company with respect to the slate of directors proposed by
the incumbent Board of Directors of the Company (in which case they agree to
vote for the slate proposed by the incumbent Board) or (d) any action that is
reasonably likely to materially impede, interfere with, delay, postpone or
adversely affect in any material respect the Merger and the transaction
contemplated by the Merger Agreement.
2. Representations and Warranties of Stockholders. Each Stockholder
represents and warrants to Parent as follows in each case as of the date hereof:
2.1. Binding Agreement. Such Stockholder has the capacity to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. Such Stockholder has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding obligation
of such Stockholder, enforceable against it in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).
2.2. No Conflict. Neither the execution and delivery of this
Agreement, nor the compliance with any of the provisions hereof in each case by
such Stockholder (a) requires any consent, approval, authorization or permit of,
registration, declaration or filing (except for filings under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to,
any governmental entity, (b) results in a default (or an event which, with
notice or lapse of time or both, would become a default) or give rise to any
right of termination by any third party, cancellation, amendment or acceleration
under any material contract, agreement, instrument, commitment, arrangement or
understanding, or results in the creation of a security interest, lien, charge,
encumbrance, equity or claim with respect to any of the Shares, (c) requires any
material consent, authorization or approval of any person other than a
governmental entity which has not been obtained, or (d) violates or conflicts
with any order, writ, injunction, decree or law applicable to any Stockholder or
the Shares.
2.3. Ownership of Shares. Except as set forth in Schedule II and
except as may be provided in the organizational documents, if any, of any
Stockholder, the Stockholders are the record owners of the Shares free and clear
of any security interests, liens, charges, encumbrances, options or restriction
on the right to vote the Shares. The Stockholders hold exclusive power to vote
the Shares, subject to the limitations set forth in Section 1 of this Agreement.
Except as set forth in Schedule I, the Shares represent all of the shares of
capital stock of the Company owned of record by the Stockholders.
3. Representations and Warranties of Parent. Parent represents and
warrants to the Stockholders as follows in each case as of the date hereof:
3.1. Binding Agreement. Parent is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Texas and
has full corporate power and authority to execute and deliver this Agreement and
to consummate the transactions
2
<PAGE> 3
contemplated hereby. The execution and delivery of this Agreement and the Merger
Agreement by Parent and the consummation of the transactions contemplated hereby
and thereby have been duly and validly authorized by the Board of Directors of
Parent, and except for the approval of the issuance of shares of Parent Common
Stock in the Merger by holders of a majority of the outstanding shares of Parent
Common Stock actually present and voting at the Parent Special Meeting and
obtaining all other Parent Stockholder Approvals required by Section 5.3 of the
Merger Agreement, no other corporate proceedings on the part of Parent are
necessary to authorize the execution, delivery and performance of this Agreement
and the Merger Agreement by Parent and the consummation of the transactions
contemplated hereby and thereby. Parent has duly and validly executed this
Agreement and this Agreement constitutes a legal, valid and binding obligation
of Parent, enforceable against Parent in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law).
3.2. No Conflict. Neither the execution and delivery of this
Agreement, the consummation by Parent of the transactions contemplated hereby,
nor the compliance by Parent with any of the provisions hereof will (a) conflict
with or result in a breach of any provision of its Articles of Incorporation or
By-laws, (b) require any consent, approval, authorization or permit of,
registration, declaration or filing (except for filings under the Exchange Act)
with, or notification to, any governmental entity, (c) result in a default (or
an event which, with notice or lapse of time or both, would become a default) or
give rise to any right of termination by any third party, cancellation,
amendment or acceleration under any contract, agreement, instrument, commitment,
arrangement or understanding, (d) require any material consent, authorization or
approval of any person other than a governmental entity, or (e) violate or
conflict with any order, writ, injunction, decree or law applicable to Parent.
4. Transfer and Other Restrictions. For so long as the Merger Agreement
is in effect:
4.1. Transfers Prohibited. Each of the Stockholders agrees not to:
(a) sell, transfer, assign, pledge, or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, assignment or other disposition of, the Shares or
any interest contained therein;
(b) except as contemplated by this Agreement, grant any proxies or
power of attorney or enter into a voting agreement or other arrangement with
respect to the Shares, other than this Agreement;
(c) deposit the Shares into a voting trust; or
(d) buy, sell or trade any equity security of Parent including,
without limitation, entering into any put, call, option, swap, collar or any
other derivative transaction which has a similar economic effect.
4.2. Additional Shares. Without limiting the provisions of the
Merger Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification,
3
<PAGE> 4
combination or exchange of shares of capital stock of the Company on, of or
affecting the Shares or (ii) the Stockholder becoming the beneficial owner of
any additional shares of Company Common Stock or other securities entitling the
holder thereof to vote or give consent with respect to the matters set forth in
Section 1 hereof, then the terms of this Agreement shall apply to the shares of
capital stock or other securities of the Company held by a Stockholder
immediately following the effectiveness of the events described in clause (i) or
a Stockholder becoming the beneficial owner thereof, as described in clause
(ii), as though they were Shares hereunder. Each of the Stockholders hereby
agrees, while this Agreement is in effect, to promptly notify Parent of the
number of any new shares of Company Common Stock acquired by such Stockholder,
if any, after the date hereof.
5. Specific Enforcement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with the terms hereof or were otherwise
breached and that each party shall be entitled to seek specific performance of
the terms hereof, in addition to any other remedy which may be available at law
or in equity.
6. Termination. Except for Section 7 hereof, which shall survive for
the period specified therein, this Agreement shall terminate, with respect to a
Stockholder to whom any of the following applies, as applicable, on the earlier
of (i) the termination of the Merger Agreement, (ii) the agreement of the
parties hereto to terminate this Agreement, (iii) consummation of the Merger and
(iv) the date such Stockholder ceases to own any Shares other than as a result
of the breach of this Agreement; provided, however, this Agreement shall not
terminate with respect to the other Stockholders to whom none of the foregoing
clauses (i) through (iv) applies.
7. Indemnification. Parent shall, to the fullest extent permitted
under applicable law, indemnify and hold harmless each of the Stockholders
against any costs or expenses (including attorneys' fees as provided below),
judgments, fines, losses, claims, damages, liabilities and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation by the Company or any stockholder of the Company asserting any
breach by the Stockholder of any fiduciary duty on his part to the Company or
the other stockholders of the Company by reason of the Stockholder entering into
this Agreement, for a period of six years after the date hereof. In the event a
Stockholder seeks indemnification from Parent for any such claim, action, suit,
proceeding or investigation (whether arising before or after the termination of
this Agreement), (a) Parent shall pay the fees and expenses of one counsel
selected by such Stockholder and reasonably acceptable to Parent to represent
such Stockholder in connection therewith promptly after statements therefor are
received, and (b) Parent and Merger Sub will cooperate in the defense of any
such matter; provided, however, that Parent shall not be liable for any
settlement effected without its written consent (which consent shall not be
unreasonably withheld); provided, further, that in the event that any claim or
claims for indemnification under this Section 7 are asserted or made within such
six-year period, all rights to indemnification in respect of any such claim or
claims shall continue until the final disposition of any and all such claims.
This Section 7 shall survive until the latest of the following: (i) six years
from the date hereof, (ii) the termination of this Agreement, and (iii) the
final disposition of all claims for indemnification asserted or made within the
six-year period following the date hereof.
4
<PAGE> 5
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):
If to the Parent, to:
Clear Channel Communications, Inc.
200 Concord Plaza
Suite 600
San Antonio, Texas 78216-6940
Attention: L. Lowry Mays
Facsimile No.: (210) 822-2299
with a copy to:
Akin, Gump, Strauss, Hauer & Feld L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201
Attention: Michael E. Dillard, P.C.
Facsimile No.: (214) 969-4343
If to the Stockholders, to:
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Facsimile No.: (214) 740-7313
with a copy to:
Vinson & Elkins L.L.P.
2001 Ross Avenue
Dallas Texas,75201
Attention: Michael Wortley, Esq.
Facsimile No.: (214) 999-7732
9. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
5
<PAGE> 6
10. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by Parent.
11. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
12. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement will be binding upon, inure to the benefit of and
be enforceable by each party and such party's respective heirs, beneficiaries,
executors, representatives and permitted assigns.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of Texas
(without giving effect to the provisions thereof relating to conflicts of law).
15. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
16. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Record Ownership. As used herein, the term "record owner" or
"record holder" shall mean ownership of Shares directly or through a nominee.
6
<PAGE> 7
HMTF VOTING AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Stockholders and a duly authorized officer of Parent on the day and year
first written above.
PARENT
CLEAR CHANNEL COMMUNICATIONS, INC., A
TEXAS CORPORATION
/s/ Randall T. Mays
-----------------------------------------
By: Randall T. Mays
Title: Executive Vice President and
Chief Executive Officer
7
<PAGE> 8
HMTF VOTING AGREEMENT SIGNATURE PAGE
STOCKHOLDERS:
HM2/HMW, L.P.
By: HICKS, MUSE, TATE & FURST EQUITY FUND
II, L.P., its general partner
By: HM2/GP PARTNERS, L.P., its general
partner
By: HICKS, MUSE GP PARTNERS, L.P., its
general partner
By: HICKS, MUSE FUND II INCORPORATED, its
general partner
By: /s/ Thomas O. Hicks
--------------------------------------
Name: Thomas O. Hicks
Title: President
HM2/CHANCELLOR, L.P.
By: HM2/CHANCELLOR GP, L.P., its general
partner
BY: HM2/CHANCELLOR HOLDINGS, INC., ITS
GENERAL PARTNER
By: /s/ Thomas O. Hicks
--------------------------------------
Name: Thomas O. Hicks
Title: President
8
<PAGE> 9
HMTF VOTING AGREEMENT SIGNATURE PAGE
HM4/CHANCELLOR, L.P.
By: HICKS, MUSE FUND IV LLC, its general
partner
By: /s/ Thomas O. Hicks
--------------------------------------
Name: Thomas O. Hicks
Title: President
CAPSTAR BROADCASTING PARTNERS, L.P.
BY: HM3/CAPSTAR PARTNERS, L.P., ITS
GENERAL PARTNER
By: HM3/CAPSTAR, INC., its general
partner
By: /s/ Thomas O. Hicks
--------------------------------------
Name: Thomas O. Hicks
Title: President
9
<PAGE> 10
SCHEDULE I TO
VOTING AGREEMENT
<TABLE>
<CAPTION>
Name of Stockholder Number of Shares
- ------------------- ----------------
<S> <C>
HM2/HMW, L.P. 2,155,514
HM2/Chancellor, L.P. 13,127,402
Capstar Broadcasting Partners, L.P.(1) 30,007,111
HM4/Chancellor, L.P. (2) 8,542,485
</TABLE>
(1) Does not include 190,902 shares of Company Common Stock that
Capstar Broadcasting Partners, L.P. is in the process of distributing
to its partners, and such shares shall not be subject to this Agreement
in any respect.
(2) Does not include 170,515 shares of Company Common Stock that
HM4/Chancellor, L.P. is in the process of distributing to its partners,
and such shares shall not be subject to this Agreement in any respect.
<PAGE> 11
SCHEDULE II TO
VOTING AGREEMENT
None.
<PAGE> 1
EXHIBIT 10.4
THIS OPTION AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL IN REASONABLY ACCEPTABLE FORM AND SCOPE REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED
UNDER ANY SUCH LAWS. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR
APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR.
STOCK OPTION GRANT AGREEMENT
GRANTED TO: Hicks, Muse & Co. Partners, L.P.,
a Texas limited partnership
DATE OF GRANT: July 13, 1999
NUMBER OF UNDERLYING SHARES: 335,099 shares
EXERCISE PRICE: $52.00 per share
VESTING SCHEDULE: As described in Paragraph 4 below
This Stock Option Grant Agreement (this "Option") is made and entered
into as of July 13, 1999 (the "Date of Grant") between Chancellor Media
Corporation, a Delaware corporation to be renamed AMFM Inc. (the "Company"), and
Hicks, Muse & Co. Partners, L.P., a Texas limited partnership (the "Holder").
Certain terms used in this Option are defined in Paragraph 16.
1. Grant. The Holder is granted an option to purchase 335,099 shares
(the "Option Shares") of the common stock, par value $.01 per share ("Common
Stock"), of the Company. The Option granted hereunder is in partial
consideration for the termination of the Financial Advisory Agreement dated July
1, 1997, between Capstar Broadcasting Corporation, a Delaware corporation and
wholly-owned subsidiary of the Company, and Grantee, on the date hereof.
2. Exercise Price. The Option's exercise price is $52.00 per share (the
"Exercise Price").
3. Term. The Option, unless sooner terminated or exercised in full,
shall expire at 5:00 p.m., Dallas, Texas time, on the later to occur of (a) July
13, 2004 or (b) the 90th day after this Option becomes exercisable. No portion
of the Option may be exercised after such date.
4. Vesting and Exercisability. The Option Shares shall be fully vested
on the Date of Grant. The Option shall become exercisable to acquire Option
Shares at any time or from time to time after the first to occur of (i) a Change
in Control or (ii) the date on which the average Fair
<PAGE> 2
Market Value of the Common Stock, calculated on a daily basis (when added to any
cash consideration attributable to any prior Capital Reorganization), equals or
exceeds $100.00 per share (the "Exercisability Value") for a period of 30
consecutive days (excluding non-Business Days for purposes of calculating the
average Fair Market Value during such 30-day period) during the period from (and
including) the Date of Grant through (and including) the fifth anniversary of
the Date of Grant. Upon the completion of a Common Stock Reorganization, the
Exercisability Value shall be adjusted, effective immediately after the record
date at which the holders of shares of Common Stock are determined for purposes
of such Common Stock Reorganization, to a dollar amount determined by
multiplying the Exercisability Value in effect immediately prior to such record
date by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on such record date before giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such Common Stock
Reorganization.
5. Impact of Other Options. If this Option becomes exercisable,
the Holder may exercise this Option in whole or in part regardless of whether
any other stock option that the Holder has been granted by the Company remains
unexercised.
6. Method of Exercise.
(a) To exercise this Option in whole or in part, the Holder
shall deliver to the Company, at the Option Agency, (i) this Option, (ii) a
written notice, in substantially the form of the Subscription Notice attached
hereto as Annex A, of such Holder's election to exercise this Option, which
notice shall specify (A) the number of Option Shares to be purchased, (B) the
denominations of the share certificate or certificates desired, and (C) the name
or names in which such certificates are to the registered, (iii) if the Common
Stock to be received upon the exercise of this Option has not been registered
under the Securities Act, a written certification in substantially the form of
the Certification attached hereto as Annex B, and (iv) payment of the Exercise
Price with respect to such Option Shares. Such payment may be made, at the
option of the Holder, by cash, money order, certified or bank cashier's check or
wire transfer; provided, however, that if this Option is exercised after the
occurrence of a Change in Control that is also a Capital Reorganization in which
cash is received by the stockholders of the Company, then the Holder may elect
to offset the amount of cash due to the Holder from such Capital Reorganization
against the Exercise Price payable upon exercise of this Option.
The Company shall, as promptly as practicable and in any event within
five Business Days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of Option Shares specified in said notice. The
share certificate or certificates so delivered shall be in such denominations as
may be specified in such notice or, if such notice shall not specify
denominations, shall be in the amount of the number of Option Shares for which
the Option is being exercised, and shall be issued in the name of the Holder or
such other name or names as shall be designated in such notice. Such certificate
or certificates shall be deemed to have been issued, and such Holder or any
other Person so designated to be named therein shall be deemed for all purposes
to have become a Holder of record of such shares, as of the date the
aforementioned notice is received by the Company. If this Option
-2-
<PAGE> 3
shall have been exercised only in part, the Company shall, at the time of
delivery of the certificate or certificates, deliver to the Holder a new Option
evidencing the right to purchase the remaining Option Shares called for by this
Option, which new Option shall in all other respects be identical with this
Option, or, at the request of the Holder, appropriate notation may be made on
this Option which shall then be returned to the Holder. The Company shall pay
all expenses, taxes (if any) and other charges payable in connection with the
preparation, issuance and delivery of share certificates and a new Option,
except that, if share certificates or a new Option shall be registered in a name
or names other than the name of the Holder, funds sufficient to pay all transfer
taxes payable as a result of such transfer shall be paid by the Holder at the
time of delivering the aforementioned notice of exercise or promptly upon
receipt of a written request of the Company for payment.
(b) Shares To Be Fully Paid and Nonassessable. All shares of
Common Stock issued upon the exercise of this Option shall be validly issued,
fully paid and nonassessable and free from all preemptive rights of any
stockholder, and from all taxes.
(c) No Fractional Shares To Be Issued. The Company shall not
be required to issue fractions of shares of Common Stock upon exercise of this
Option. If any fraction of a share would, but for this Paragraph, be issuable
upon any exercise of this Option, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to such fraction of the Fair
Market Value per share of Common Stock of the Company on the Business Day
immediately prior to the date of such exercise.
(d) Restrictive Legend. If the Company, in its sole
discretion, shall determine that it is necessary, to comply with applicable
securities laws, the certificate or certificates representing the Option Shares
purchased pursuant to the exercise of this Option shall bear an appropriate
legend, in form and substance as determined by the Company, giving notice of
applicable restrictions on transfer under or with respect to such laws.
(e) Reservation; Authorization. The Company has reserved and
will keep available for issuance upon exercise of this Option the total number
of shares of Common Stock deliverable upon exercise of this Option from time to
time outstanding. The issuance of such shares has been duly and validly
authorized and, when issued and sold in accordance with this Option, such shares
will be duly and validly issued, fully paid and nonassessable.
7. Option Agency; Transfer; Exchange and Replacement of Option.
(a) Option Agency. At any time, the Company may appoint and
thereafter maintain, at its own expense, an agency in New York, New York, which
agency may be the Company's then existing transfer agent (the "Option Agency"),
for certain purposes specified herein, and shall give prompt notice of such
appointment (and appointment of any successor Option Agency) to the Holder.
Until an independent Option Agency is so appointed, the Company shall perform
the obligations of the Option Agency provided herein at its address as specified
on the signature page hereto or such other address as the Company shall specify
by notice to the Holder.
-3-
<PAGE> 4
(b) Ownership of Option. The Company may deem and treat the
Person in whose name this Option is registered as the Holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any Person
other than the Option Agency) for all purposes and shall not be affected by any
notice to the contrary, until presentation of this Option for registration of
transfer as provided in this Paragraph 7.
(c) Transfer of Option. The Company agrees to maintain at the
Option Agency books for the registration of transfers of the Options, and
transfer of this Option and all rights hereunder shall be registered, in whole
or in part, on such books, upon surrender of this Option at the Option Agency,
together with a written assignment of this Option duly executed by the Holder or
his or its duly authorized agent or attorney, with (unless the Holder is the
original Holder or another institutional investor) signatures guaranteed by a
bank or trust company or a broker or dealer registered with the NASD, and funds
sufficient to pay any transfer taxes payable upon such transfer. Upon surrender
the Company shall execute and deliver a new Option or Options in the name of the
assignee or assignees and in the denominations specified in the instrument of
assignment, and this Option shall promptly be canceled. The Option Agency shall
not be required to register any transfers if the Holder fails to furnish to the
Company, after a request therefor, an opinion of counsel (who may be an employee
of such Holder) reasonably satisfactory to the Company that such transfer is
exempt from the registration requirements of the Securities Act and applicable
blue sky laws.
(d) Division of Option. This Option may be divided upon
surrender hereof to the Option Agency, together with a written notice specifying
the names and denominations in which the new Options are to be issued, signed by
the Holder. Subject to compliance with Paragraph 7(c) as to any transfer which
may be involved in the division, the Company shall execute and deliver new
Options in exchange for the Option or Options to be divided in accordance with
such notice.
(e) Loss, Theft, Destruction or Mutilation of Options. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Option and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of such Option, the Company will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Option, a new Option of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock as provided for in such lost, stolen, destroyed or mutilated Option.
(f) Expenses of Delivery of Options. The Company shall pay all
expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of this Option and the
Common Stock issuable hereunder.
8. Stockholders Agreement. The Common Stock issuable upon
exercise of this Option is subject to the Stockholders Agreement. The Company
shall keep a copy of the Stockholders Agreement, and any amendments thereto, at
the Option Agency and shall furnish copies thereof to the Holder upon request.
-4-
<PAGE> 5
9. No Rights as a Stockholder. The Holder shall not have any of
the rights of a stockholder with respect to the Option Shares until the Option
is exercised and the Holder receives such shares in accordance with the terms
hereof.
10. Anti-Dilution Provisions.
(a) Adjustments Generally. The Exercise Price and the number
of Option Shares (or other securities or property) issuable upon exercise of the
Option shall be subject to adjustment from time to time upon the occurrence of
certain events, as provided in this Paragraph 10.
(b) Common Stock Reorganization. If the Company shall after
the date of issuance of the Option subdivide its outstanding shares of Common
Stock into a greater number of shares or consolidate its outstanding shares of
Common Stock into a lesser number of shares, whether by way of a stock dividend
or stock split or otherwise (any such event being called a "Common Stock
Reorganization"), then (i) the Exercise Price shall be adjusted, effective
immediately after the record date at which the holders of shares of Common Stock
are determined for purposes of such Common Stock Reorganization, to a price
determined by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date before giving effect to such
Common Stock Reorganization and the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such Common Stock
Reorganization, and (ii) the number of shares of Common Stock subject to
purchase upon exercise of the Option shall be adjusted, effective at such time,
to a number determined by multiplying the number of shares of Common Stock
subject to purchase immediately before such Common Stock Reorganization by a
fraction, the numerator of which shall be the number of shares outstanding after
giving effect to such Common Stock Reorganization and the denominator of which
shall be the number of shares of Common Stock outstanding immediately before
such Common Stock Reorganization.
(c) Capital Reorganization. If after the date of issuance of
the Option there shall be any consolidation or merger to which the Company is a
party (whether or not the Company is the surviving entity), other than a
consolidation or a merger in which the Company is a continuing corporation and
which does not result in any reclassification of, or change (other than a Common
Stock Reorganization or a change in par value), in, outstanding shares of Common
Stock, any sale, assignment, lease, exchange, conveyance or other transfer (in
one transaction or series of related transactions) of the property of the
Company as an entirety or substantially as an entirety or all or substantially
all of the outstanding equity securities of the Company to any person or group
of related persons for the purposes of Section 13(d) of the Exchange Act, or any
dividend or distribution of assets (including securities of subsidiaries of the
Company) other than regular cash dividends (any such event, other than a Common
Stock Reorganization, being called a "Capital Reorganization"), then, effective
upon the effective date of such Capital Reorganization, the Holder shall have
the right to purchase or receive, upon exercise of the Option, the kind and
amount of shares of stock and other securities and property (including cash)
which the Holder would have owned or have been entitled to receive after such
Capital Reorganization if the Option had been exercised immediately prior to
such Capital Reorganization. If the Capital Reorganization is a distribution of
options or rights to purchase or receive securities or assets of the Company and
such options or rights expire before this
-5-
<PAGE> 6
Option, the Holder shall be entitled to receive options or rights with terms, as
nearly as possible, identical to the terms of such expired options or rights. As
a condition to effecting any Capital Reorganization, the Company or the
successor or surviving corporation, as the case may be, shall execute and
deliver to the Holder an agreement as to the Holder's rights in accordance with
this Paragraph 10(c), providing for subsequent adjustments as nearly equivalent
as may be practicable to the adjustments provided for in this Paragraph 10(c).
The provisions of this Paragraph 10(c) shall similarly apply to successive
Capital Reorganizations.
(d) Certain Other Events. If any event occurs after the date
of issuance of the Option as to which the foregoing provisions of this Paragraph
10 are not strictly applicable or, if strictly applicable, would not, in the
good faith judgment of the Board of Directors of the Company (the "Board"),
fairly protect the purchase rights of the Holder in accordance with the
essential intent and principles of such provisions, then the Board shall make
such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board, to protect such purchase rights as aforesaid.
(e) Adjustment Rules. (i) Any adjustments pursuant to this
Paragraph 10 shall be made successively whenever an event referred to herein
shall occur.
(ii) If the Company shall set a record date to
determine the holders of shares of Common Stock for purposes of a Common Stock
Reorganization or Capital Reorganization, and shall legally abandon such action
prior to effecting such action, then no adjustment shall be made pursuant to
this Paragraph 10 in respect of such action.
(iii) No adjustment in the Exercise Price shall be
made hereunder if such adjustment would reduce the exercise price to an amount
below par value of the Common Stock, which par value shall initially be $.01 per
share of Common Stock.
(f) Notice of Adjustment. The Company shall give the Holder
reasonable notice of the record date or effective date, as the case may be, of
any action which requires or might require an adjustment or readjustment
pursuant to this Paragraph 10. Such notice shall describe such event in
reasonable detail and specify the record date or effective date, as the case may
be, and, if determinable, the required adjustment and the computation thereof.
If the required adjustment is not determinable at the time of such notice, the
Company shall give reasonable notice to the Holder of such adjustment and
computation promptly after such adjustment becomes determinable.
11. Notices. All notices, requests, consents and other
communications provided for herein shall be in writing and shall be effective
upon delivery in person, faxed or telecopied, or mailed by certified or
registered mail, return receipt requested, postage pre-paid, to the addresses
specified on the signature pages hereto or, in any case, at such other address
or addresses as shall have been furnished in writing to the Company (in the case
of a Holder) or to the Holder (in the case of the Company) in accordance with
the provisions of this Paragraph.
12. Waivers; Amendments. No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any
-6-
<PAGE> 7
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Holder are
cumulative and not exclusive of any rights or remedies which it would otherwise
have. The provisions of this Option may be amended, modified or waived with (and
only with) the written consent of the Company and Holders who collectively hold
Options to purchase a majority of the Common Stock subject to purchase upon
exercise of such Options at the time outstanding.
Any such amendment, modification or waiver effected pursuant to this
Paragraph shall be binding upon the Holders, upon each future Holder thereof and
upon the Company. In the event of any such amendment, modification or waiver the
Company shall give prompt notice thereof to all Holders and, if appropriate,
notation thereof shall be made on all Options thereafter surrendered for
registration of transfer or exchange.
No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.
13. Governing Law. This Option shall be construed in accordance
with and governed by the laws of the State of Delaware.
14. Severability. In case any one or more of the provisions
contained in this Option shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
15. Paragraph Headings. The paragraph headings used herein are for
convenience of reference only, are not part of this Option and are not to affect
the construction of or be taken into consideration in interpreting this Option.
16. Certain Defined Terms. The following terms, as used in this
Option, have the following respective meanings:
(a) "Affiliate" means, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by or is under common
control with that Person.
(b) "Board" shall have the meaning set forth in Paragraph
10(d).
(c) "Business Day" means (i) if any class of common stock of
the Company is listed or admitted to trading on a national securities exchange,
a day on which the principal national securities exchange on which such class of
common stock is listed or admitted to trading is open for business or (ii) if no
class of common stock of the Company is so listed or admitted to trading, a day
on which the New York Stock Exchange is open for business.
-7-
<PAGE> 8
(d) "Capital Reorganization" shall have the meaning set forth
in Paragraph 12(c).
(e) "Change in Control" means (i) the sale, lease or other
transfer of all or substantially all of the assets of the Company to any person
or group (as such term is used in Section 13(d)(3) of the Exchange Act); (ii)
the adoption by the stockholders of the Company of a plan relating to the
liquidation or dissolution of the Company; (iii) the merger or consolidation of
the Company with or into another entity or the merger of another entity into the
Company or any subsidiary thereof with the effect that immediately after such
transaction the stockholders of the Company immediately prior to such
transaction (or their Related Parties) directly and indirectly hold less than
fifty percent (50%) of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of the
entity surviving such merger or consolidation; (iv) the acquisition by any
person or group of more than fifty percent (50%) of the direct and indirect
voting power of all securities of the Company generally entitled to vote in the
election of directors of the Company; or (v) the majority of the Board's being
composed of members who (A) have served less than twelve (12) months and (B)
were not approved by a majority of the Board at the time of their election or
appointment.
(f) "Closing Price" with respect to any security on any day
means (a) if such security is listed or admitted for trading on a national
securities exchange, the reported last sales price regular way or, if no such
reported sale occurs on such day, the average of the closing bid and asked
prices regular way on such day, in each case as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which such class of security is
listed or admitted to trading, or (b) if such security is not listed or admitted
to trading on any national securities exchange, the last quoted sales price, or,
if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market on such day as reported by NASDAQ or any comparable
system then in use or, if not so reported, as reported by any New York Stock
Exchange member firm reasonably selected by the Company for such purpose.
(g) "Common Stock" shall have the meaning set forth in
Paragraph 1.
(h) "Common Stock Reorganization" shall have the meaning set
forth in Paragraph 10(b).
(i) "Company" shall have the meaning set forth in the
introductory paragraph.
(j) "Date of Grant" shall have the meaning set forth in the
introductory paragraph.
(k) "Exercisability Value" shall have the meaning set forth in
Paragraph 4(b).
(l) "Exercise Price" shall have the meaning set forth in
Paragraph 1.
(m) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and any similar or successor federal statute, and the rules
and regulations of the Securities and Exchange Commission (or its successor)
thereunder, all as the same shall be in effect at the time.
-8-
<PAGE> 9
(n) "Fair Market Value", with respect to any security on any
day, means the average of the daily Closing Prices of a share or unit of such
security for the 20 consecutive Business Days ending on the most recent Business
Day for which a Closing Price is available; provided, however, that for purposes
of determining Fair Market Value as used in Paragraph 4, "Fair Market Value"
means the daily Closing Price of a share of Common Stock on the date of
determination; provided further, however, that in the event that, in the case of
Common Stock, the Fair Market Value is determined following the announcement by
the Company of any subdivision, combination or reclassification of Common Stock
or the record date for such subdivision, combination or reclassification, then,
and in each such case, the Fair Market Value shall be appropriately adjusted to
reflect the current market price per share equivalent of Common Stock. If a
Closing Price for any security is not available, then "Fair Market Value" shall
mean the fair market value of such security as determined in good faith by the
Board.
(o) "Holder" shall have the meaning set forth in Paragraph 1
and shall also include registered assigns. The term Holders shall refer to all
Holders of Options.
(p) "NASD" means the National Association of Securities
Dealers, Inc.
(q) "NASDAQ" means The National Association of Securities
Dealers, Inc. Automated Quotation System.
(r) "Option" shall have the meaning set forth in the
introductory paragraph. The term Options shall refer to the Options resulting
from any subdivision of this Option.
(s) "Option Agency" shall have the meaning set forth in
Paragraph 7(a).
(t) "Option Shares" shall have the meaning set forth in
Paragraph 1.
(u) "Person" or "person" means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.
(v) "Related Parties" means, with respect to any person (i)
the spouse and lineal ascendants and descendants of such person, and any sibling
of any of such persons and (ii) any trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or persons
beneficially holding an eighty percent (80%) or more controlling interest of
which consist of persons referred to in subsection (i) above.
(w) "Securities Act" means the Securities Act of 1933 and any
similar or successor federal statute, and the rules and regulations of the
Securities and Exchange Commission (or its successor) thereunder, all as the
same shall be in effect at the time.
(x) "Stockholders Agreement" means the Amended and Restated
Stockholders Agreement dated as of February 14, 1996, as it may be amended from
time to time, among the Company (as successor to Chancellor Broadcasting
Company) and the stockholders parties thereto.
-9-
<PAGE> 10
17. Accredited Investor Status. The Holder hereby represents and
warrants to the Company that the Holder is an "Accredited Investor" (as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-10-
<PAGE> 11
IN WITNESS WHEREOF, the undersigned have executed this Option
as of the date written below.
DATED: July 13, 1999 CHANCELLOR MEDIA CORPORATION
By: /s/
------------------------------------
Thomas O. Hicks
Chief Executive Officer
Address: 1845 Woodall Rodgers Freeway
Suite 1300
Dallas, Texas 75201
ACCEPTED BY:
HICKS, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC.,
its General Partner
By: /s/
---------------------------
Name:
---------------------------
Title:
---------------------------
Address of Holder:
200 Crescent Court
Suite 1600
Dallas, Texas 75201
- -------------------------------------
Holder Taxpayer Identification Number
-11-
<PAGE> 12
ANNEX A
SUBSCRIPTION NOTICE
(To be executed upon exercise of Option)
TO CHANCELLOR MEDIA CORPORATION:
The undersigned hereby irrevocably elects to exercise the attached
Option and to purchase thereunder _________ shares of Common Stock in payment of
an Exercise Price in an amount equal to $__________.
Please issue a certificate or certificates for such shares of Common
Stock in the following name or names and denominations:
If said number of shares shall not be all the shares issuable upon
exercise of the attached Option, a new Option is to be issued in the name of the
undersigned for the balance remaining of such shares less any fraction of a
share paid in cash.
Dated: ___________________, ______
------------------------------------------------------------
Note: The above signature should correspond exactly with the
name on the face of the attached Option or with the
name of the assignee appearing in the assignment form
below.
<PAGE> 13
ANNEX B
CERTIFICATION
The undersigned hereby certifies to Chancellor Media Corporation that
he, she or it is:
a. an "accredited investor" as that term is defined in
Regulation D promulgated pursuant to the Securities
Act or any successor regulation, as such provisions
may be in effect on the date hereof, and is an
"accredited investor" pursuant to Rule 501(a) of such
regulation; and
b. is knowledgeable, sophisticated and experienced in
business and financial matters and in securities
similar to the Common Stock; is aware of the
limitation on the transfer of the Common Stock
imposed by applicable securities laws and any
limitations on transfer imposed by contracts with the
Company or others; and has had access to, or been
furnished with, all information about the Common
Stock and the Company deemed necessary to conclude
that he, she or it has the ability to bear the
economic risk of the investment in the Common Stock
and to afford the complete loss of such investment.
IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION
this _____ day of ________________, _____.
For Individuals: For Entities:
- ------------------------ -------------------------------------------
Signature Printed Name of Entity
By:
- ------------------------ ---------------------------------------
Printed Name Name:
---------------------------
Title:
---------------------------
<PAGE> 1
EXHIBIT 10.5
THIS OPTION AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL IN REASONABLY ACCEPTABLE FORM AND SCOPE REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED
UNDER ANY SUCH LAWS. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR
APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR.
STOCK OPTION GRANT AGREEMENT
GRANTED TO: Hicks, Muse & Co. Partners, L.P.,
a Texas limited partnership
DATE OF GRANT: July 13, 1999
NUMBER OF UNDERLYING SHARES: 634,517 shares
EXERCISE PRICE: $52.00 per share
VESTING SCHEDULE: As described in Paragraph 4 below
This Stock Option Grant Agreement (this "Option") is made and entered
into as of July 13, 1999 (the "Date of Grant") between Chancellor Media
Corporation, a Delaware corporation to be renamed AMFM Inc. (the "Company"), and
Hicks, Muse & Co. Partners, L.P., a Texas limited partnership (the "Holder").
Certain terms used in this Option are defined in Paragraph 16.
1. Grant. The Holder is granted an option to purchase 634,517 shares
(the "Option Shares") of the common stock, par value $.01 per share ("Common
Stock"), of the Company. The Option granted hereunder is in consideration for
the termination of the Monitoring and Oversight Agreement dated July 1, 1997,
between Capstar Broadcasting Corporation, a Delaware corporation and
wholly-owned subsidiary of the Company, and Grantee, on the date hereof.
2. Exercise Price. The Option's exercise price is $52.00 per share
(the "Exercise Price").
3. Term. The Option, unless sooner terminated or exercised in full,
shall expire at 5:00 p.m., Dallas, Texas time, on the later to occur of (a) July
13, 2004 or (b) the 90th day after this Option becomes exercisable. No portion
of the Option may be exercised after such date.
4. Vesting and Exercisability. The Option Shares shall be fully
vested on the Date of Grant. The Option shall become exercisable to acquire
Option Shares at any time or from time to time after the first to occur of (i) a
Change in Control or (ii) the date on which the average Fair
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Market Value of the Common Stock, calculated on a daily basis (when added to any
cash consideration attributable to any prior Capital Reorganization), equals or
exceeds $100.00 per share (the "Exercisability Value") for a period of 30
consecutive days (excluding non-Business Days for purposes of calculating the
average Fair Market Value during such 30-day period) during the period from (and
including) the Date of Grant through (and including) the fifth anniversary of
the Date of Grant. Upon the completion of a Common Stock Reorganization, the
Exercisability Value shall be adjusted, effective immediately after the record
date at which the holders of shares of Common Stock are determined for purposes
of such Common Stock Reorganization, to a dollar amount determined by
multiplying the Exercisability Value in effect immediately prior to such record
date by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on such record date before giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such Common Stock
Reorganization.
5. Impact of Other Options. If this Option becomes exercisable,
the Holder may exercise this Option in whole or in part regardless of whether
any other stock option that the Holder has been granted by the Company remains
unexercised.
6. Method of Exercise.
(a) To exercise this Option in whole or in part, the Holder
shall deliver to the Company, at the Option Agency, (i) this Option, (ii) a
written notice, in substantially the form of the Subscription Notice attached
hereto as Annex A, of such Holder's election to exercise this Option, which
notice shall specify (A) the number of Option Shares to be purchased, (B) the
denominations of the share certificate or certificates desired, and (C) the name
or names in which such certificates are to the registered, (iii) if the Common
Stock to be received upon the exercise of this Option has not been registered
under the Securities Act, a written certification in substantially the form of
the Certification attached hereto as Annex B, and (iv) payment of the Exercise
Price with respect to such Option Shares. Such payment may be made, at the
option of the Holder, by cash, money order, certified or bank cashier's check or
wire transfer; provided, however, that if this Option is exercised after the
occurrence of a Change in Control that is also a Capital Reorganization in which
cash is received by the stockholders of the Company, then the Holder may elect
to offset the amount of cash due to the Holder from such Capital Reorganization
against the Exercise Price payable upon exercise of this Option.
The Company shall, as promptly as practicable and in any event within
five Business Days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of Option Shares specified in said notice. The
share certificate or certificates so delivered shall be in such denominations as
may be specified in such notice or, if such notice shall not specify
denominations, shall be in the amount of the number of Option Shares for which
the Option is being exercised, and shall be issued in the name of the Holder or
such other name or names as shall be designated in such notice. Such certificate
or certificates shall be deemed to have been issued, and such Holder or any
other Person so designated to be named therein shall be deemed for all purposes
to have become a Holder of record of such shares, as of the date the
aforementioned notice is received by the Company. If this Option
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shall have been exercised only in part, the Company shall, at the time of
delivery of the certificate or certificates, deliver to the Holder a new Option
evidencing the right to purchase the remaining Option Shares called for by this
Option, which new Option shall in all other respects be identical with this
Option, or, at the request of the Holder, appropriate notation may be made on
this Option which shall then be returned to the Holder. The Company shall pay
all expenses, taxes (if any) and other charges payable in connection with the
preparation, issuance and delivery of share certificates and a new Option,
except that, if share certificates or a new Option shall be registered in a name
or names other than the name of the Holder, funds sufficient to pay all transfer
taxes payable as a result of such transfer shall be paid by the Holder at the
time of delivering the aforementioned notice of exercise or promptly upon
receipt of a written request of the Company for payment.
(b) Shares To Be Fully Paid and Nonassessable. All shares of
Common Stock issued upon the exercise of this Option shall be validly issued,
fully paid and nonassessable and free from all preemptive rights of any
stockholder, and from all taxes.
(c) No Fractional Shares To Be Issued. The Company shall not
be required to issue fractions of shares of Common Stock upon exercise of this
Option. If any fraction of a share would, but for this Paragraph, be issuable
upon any exercise of this Option, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to such fraction of the Fair
Market Value per share of Common Stock of the Company on the Business Day
immediately prior to the date of such exercise.
(d) Restrictive Legend. If the Company, in its sole
discretion, shall determine that it is necessary, to comply with applicable
securities laws, the certificate or certificates representing the Option Shares
purchased pursuant to the exercise of this Option shall bear an appropriate
legend, in form and substance as determined by the Company, giving notice of
applicable restrictions on transfer under or with respect to such laws.
(e) Reservation; Authorization. The Company has reserved and
will keep available for issuance upon exercise of this Option the total number
of shares of Common Stock deliverable upon exercise of this Option from time to
time outstanding. The issuance of such shares has been duly and validly
authorized and, when issued and sold in accordance with this Option, such shares
will be duly and validly issued, fully paid and nonassessable.
7. Option Agency; Transfer; Exchange and Replacement of Option.
(a) Option Agency. At any time, the Company may appoint and
thereafter maintain, at its own expense, an agency in New York, New York, which
agency may be the Company's then existing transfer agent (the "Option Agency"),
for certain purposes specified herein, and shall give prompt notice of such
appointment (and appointment of any successor Option Agency) to the Holder.
Until an independent Option Agency is so appointed, the Company shall perform
the obligations of the Option Agency provided herein at its address as specified
on the signature page hereto or such other address as the Company shall specify
by notice to the Holder.
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(b) Ownership of Option. The Company may deem and treat the
Person in whose name this Option is registered as the Holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any Person
other than the Option Agency) for all purposes and shall not be affected by any
notice to the contrary, until presentation of this Option for registration of
transfer as provided in this Paragraph 7.
(c) Transfer of Option. The Company agrees to maintain at the
Option Agency books for the registration of transfers of the Options, and
transfer of this Option and all rights hereunder shall be registered, in whole
or in part, on such books, upon surrender of this Option at the Option Agency,
together with a written assignment of this Option duly executed by the Holder or
his or its duly authorized agent or attorney, with (unless the Holder is the
original Holder or another institutional investor) signatures guaranteed by a
bank or trust company or a broker or dealer registered with the NASD, and funds
sufficient to pay any transfer taxes payable upon such transfer. Upon surrender
the Company shall execute and deliver a new Option or Options in the name of the
assignee or assignees and in the denominations specified in the instrument of
assignment, and this Option shall promptly be canceled. The Option Agency shall
not be required to register any transfers if the Holder fails to furnish to the
Company, after a request therefor, an opinion of counsel (who may be an employee
of such Holder) reasonably satisfactory to the Company that such transfer is
exempt from the registration requirements of the Securities Act and applicable
blue sky laws.
(d) Division of Option. This Option may be divided upon
surrender hereof to the Option Agency, together with a written notice specifying
the names and denominations in which the new Options are to be issued, signed by
the Holder. Subject to compliance with Paragraph 7(c) as to any transfer which
may be involved in the division, the Company shall execute and deliver new
Options in exchange for the Option or Options to be divided in accordance with
such notice.
(e) Loss, Theft, Destruction or Mutilation of Options. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Option and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of such Option, the Company will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Option, a new Option of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock as provided for in such lost, stolen, destroyed or mutilated Option.
(f) Expenses of Delivery of Options. The Company shall pay all
expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of this Option and the
Common Stock issuable hereunder.
8. Stockholders Agreement. The Common Stock issuable upon
exercise of this Option is subject to the Stockholders Agreement. The Company
shall keep a copy of the Stockholders Agreement, and any amendments thereto, at
the Option Agency and shall furnish copies thereof to the Holder upon request.
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9. No Rights as a Stockholder. The Holder shall not have any of
the rights of a stockholder with respect to the Option Shares until the Option
is exercised and the Holder receives such shares in accordance with the terms
hereof.
10. Anti-Dilution Provisions.
(a) Adjustments Generally. The Exercise Price and the number
of Option Shares (or other securities or property) issuable upon exercise of the
Option shall be subject to adjustment from time to time upon the occurrence of
certain events, as provided in this Paragraph 10.
(b) Common Stock Reorganization. If the Company shall after
the date of issuance of the Option subdivide its outstanding shares of Common
Stock into a greater number of shares or consolidate its outstanding shares of
Common Stock into a lesser number of shares, whether by way of a stock dividend
or stock split or otherwise (any such event being called a "Common Stock
Reorganization"), then (i) the Exercise Price shall be adjusted, effective
immediately after the record date at which the holders of shares of Common Stock
are determined for purposes of such Common Stock Reorganization, to a price
determined by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date before giving effect to such
Common Stock Reorganization and the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such Common Stock
Reorganization, and (ii) the number of shares of Common Stock subject to
purchase upon exercise of the Option shall be adjusted, effective at such time,
to a number determined by multiplying the number of shares of Common Stock
subject to purchase immediately before such Common Stock Reorganization by a
fraction, the numerator of which shall be the number of shares outstanding after
giving effect to such Common Stock Reorganization and the denominator of which
shall be the number of shares of Common Stock outstanding immediately before
such Common Stock Reorganization.
(c) Capital Reorganization. If after the date of issuance of
the Option there shall be any consolidation or merger to which the Company is a
party (whether or not the Company is the surviving entity), other than a
consolidation or a merger in which the Company is a continuing corporation and
which does not result in any reclassification of, or change (other than a Common
Stock Reorganization or a change in par value), in, outstanding shares of Common
Stock, any sale, assignment, lease, exchange, conveyance or other transfer (in
one transaction or series of related transactions) of the property of the
Company as an entirety or substantially as an entirety or all or substantially
all of the outstanding equity securities of the Company to any person or group
of related persons for the purposes of Section 13(d) of the Exchange Act, or any
dividend or distribution of assets (including securities of subsidiaries of the
Company) other than regular cash dividends (any such event, other than a Common
Stock Reorganization, being called a "Capital Reorganization"), then, effective
upon the effective date of such Capital Reorganization, the Holder shall have
the right to purchase or receive, upon exercise of the Option, the kind and
amount of shares of stock and other securities and property (including cash)
which the Holder would have owned or have been entitled to receive after such
Capital Reorganization if the Option had been exercised immediately prior to
such Capital Reorganization. If the Capital Reorganization is a distribution of
options or rights to purchase or receive securities or assets of the Company and
such options or rights expire before this
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Option, the Holder shall be entitled to receive options or rights with terms, as
nearly as possible, identical to the terms of such expired options or rights. As
a condition to effecting any Capital Reorganization, the Company or the
successor or surviving corporation, as the case may be, shall execute and
deliver to the Holder an agreement as to the Holder's rights in accordance with
this Paragraph 10(c), providing for subsequent adjustments as nearly equivalent
as may be practicable to the adjustments provided for in this Paragraph 10(c).
The provisions of this Paragraph 10(c) shall similarly apply to successive
Capital Reorganizations.
(d) Certain Other Events. If any event occurs after the date of
issuance of the Option as to which the foregoing provisions of this Paragraph 10
are not strictly applicable or, if strictly applicable, would not, in the good
faith judgment of the Board of Directors of the Company (the "Board"), fairly
protect the purchase rights of the Holder in accordance with the essential
intent and principles of such provisions, then the Board shall make such
adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board, to protect such purchase rights as aforesaid.
(e) Adjustment Rules. (i) Any adjustments pursuant to this Paragraph 10
shall be made successively whenever an event referred to herein shall occur.
(ii) If the Company shall set a record date to
determine the holders of shares of Common Stock for purposes of a Common Stock
Reorganization or Capital Reorganization, and shall legally abandon such action
prior to effecting such action, then no adjustment shall be made pursuant to
this Paragraph 10 in respect of such action.
(iii) No adjustment in the Exercise Price shall be
made hereunder if such adjustment would reduce the exercise price to an amount
below par value of the Common Stock, which par value shall initially be $.01 per
share of Common Stock.
(f) Notice of Adjustment. The Company shall give the Holder
reasonable notice of the record date or effective date, as the case may be, of
any action which requires or might require an adjustment or readjustment
pursuant to this Paragraph 10. Such notice shall describe such event in
reasonable detail and specify the record date or effective date, as the case may
be, and, if determinable, the required adjustment and the computation thereof.
If the required adjustment is not determinable at the time of such notice, the
Company shall give reasonable notice to the Holder of such adjustment and
computation promptly after such adjustment becomes determinable.
11. Notices. All notices, requests, consents and other
communications provided for herein shall be in writing and shall be effective
upon delivery in person, faxed or telecopied, or mailed by certified or
registered mail, return receipt requested, postage pre-paid, to the addresses
specified on the signature pages hereto or, in any case, at such other address
or addresses as shall have been furnished in writing to the Company (in the case
of a Holder) or to the Holder (in the case of the Company) in accordance with
the provisions of this Paragraph.
12. Waivers; Amendments. No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any
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such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Holder are
cumulative and not exclusive of any rights or remedies which it would otherwise
have. The provisions of this Option may be amended, modified or waived with (and
only with) the written consent of the Company and Holders who collectively hold
Options to purchase a majority of the Common Stock subject to purchase upon
exercise of such Options at the time outstanding.
Any such amendment, modification or waiver effected pursuant to this
Paragraph shall be binding upon the Holders, upon each future Holder thereof and
upon the Company. In the event of any such amendment, modification or waiver the
Company shall give prompt notice thereof to all Holders and, if appropriate,
notation thereof shall be made on all Options thereafter surrendered for
registration of transfer or exchange.
No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.
13. Governing Law. This Option shall be construed in accordance
with and governed by the laws of the State of Delaware.
14. Severability. In case any one or more of the provisions
contained in this Option shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
15. Paragraph Headings. The paragraph headings used herein are for
convenience of reference only, are not part of this Option and are not to affect
the construction of or be taken into consideration in interpreting this Option.
16. Certain Defined Terms. The following terms, as used in this
Option, have the following respective meanings:
(a) "Affiliate" means, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by or is under common
control with that Person.
(b) "Board" shall have the meaning set forth in Paragraph
10(d).
(c) "Business Day" means (i) if any class of common stock of
the Company is listed or admitted to trading on a national securities exchange,
a day on which the principal national securities exchange on which such class of
common stock is listed or admitted to trading is open for business or (ii) if no
class of common stock of the Company is so listed or admitted to trading, a day
on which the New York Stock Exchange is open for business.
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(d) "Capital Reorganization" shall have the meaning set forth
in Paragraph 12(c).
(e) "Change in Control" means (i) the sale, lease or other
transfer of all or substantially all of the assets of the Company to any person
or group (as such term is used in Section 13(d)(3) of the Exchange Act); (ii)
the adoption by the stockholders of the Company of a plan relating to the
liquidation or dissolution of the Company; (iii) the merger or consolidation of
the Company with or into another entity or the merger of another entity into the
Company or any subsidiary thereof with the effect that immediately after such
transaction the stockholders of the Company immediately prior to such
transaction (or their Related Parties) directly and indirectly hold less than
fifty percent (50%) of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of the
entity surviving such merger or consolidation; (iv) the acquisition by any
person or group of more than fifty percent (50%) of the direct and indirect
voting power of all securities of the Company generally entitled to vote in the
election of directors of the Company; or (v) the majority of the Board's being
composed of members who (A) have served less than twelve (12) months and (B)
were not approved by a majority of the Board at the time of their election or
appointment.
(f) "Closing Price" with respect to any security on any day
means (a) if such security is listed or admitted for trading on a national
securities exchange, the reported last sales price regular way or, if no such
reported sale occurs on such day, the average of the closing bid and asked
prices regular way on such day, in each case as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which such class of security is
listed or admitted to trading, or (b) if such security is not listed or admitted
to trading on any national securities exchange, the last quoted sales price, or,
if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market on such day as reported by NASDAQ or any comparable
system then in use or, if not so reported, as reported by any New York Stock
Exchange member firm reasonably selected by the Company for such purpose.
(g) "Common Stock" shall have the meaning set forth in
Paragraph 1.
(h) "Common Stock Reorganization" shall have the meaning set
forth in Paragraph 10(b).
(i) "Company" shall have the meaning set forth in the
introductory paragraph.
(j) "Date of Grant" shall have the meaning set forth in the
introductory paragraph.
(k) "Exercisability Value" shall have the meaning set forth in
Paragraph 4(b).
(l) "Exercise Price" shall have the meaning set forth in
Paragraph 1.
(m) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and any similar or successor federal statute, and the rules
and regulations of the Securities and Exchange Commission (or its successor)
thereunder, all as the same shall be in effect at the time.
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(n) "Fair Market Value", with respect to any security on any
day, means the average of the daily Closing Prices of a share or unit of such
security for the 20 consecutive Business Days ending on the most recent Business
Day for which a Closing Price is available; provided, however, that for purposes
of determining Fair Market Value as used in Paragraph 4, "Fair Market Value"
means the daily Closing Price of a share of Common Stock on the date of
determination; provided further, however, that in the event that, in the case of
Common Stock, the Fair Market Value is determined following the announcement by
the Company of any subdivision, combination or reclassification of Common Stock
or the record date for such subdivision, combination or reclassification, then,
and in each such case, the Fair Market Value shall be appropriately adjusted to
reflect the current market price per share equivalent of Common Stock. If a
Closing Price for any security is not available, then "Fair Market Value" shall
mean the fair market value of such security as determined in good faith by the
Board.
(o) "Holder" shall have the meaning set forth in Paragraph 1
and shall also include registered assigns. The term Holders shall refer to all
Holders of Options.
(p) "NASD" means the National Association of Securities
Dealers, Inc.
(q) "NASDAQ" means The National Association of Securities
Dealers, Inc. Automated Quotation System.
(r) "Option" shall have the meaning set forth in the
introductory paragraph. The term Options shall refer to the Options resulting
from any subdivision of this Option.
(s) "Option Agency" shall have the meaning set forth in
Paragraph 7(a).
(t) "Option Shares" shall have the meaning set forth in
Paragraph 1.
(u) "Person" or "person" means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.
(v) "Related Parties" means, with respect to any person (i)
the spouse and lineal ascendants and descendants of such person, and any sibling
of any of such persons and (ii) any trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or persons
beneficially holding an eighty percent (80%) or more controlling interest of
which consist of persons referred to in subsection (i) above.
(w) "Securities Act" means the Securities Act of 1933 and any
similar or successor federal statute, and the rules and regulations of the
Securities and Exchange Commission (or its successor) thereunder, all as the
same shall be in effect at the time.
(x) "Stockholders Agreement" means the Amended and Restated
Stockholders Agreement dated as of February 14, 1996, as it may be amended from
time to time, among the Company (as successor to Chancellor Broadcasting
Company) and the stockholders parties thereto.
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17. Accredited Investor Status. The Holder hereby represents and
warrants to the Company that the Holder is an "Accredited Investor" (as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Option
as of the date written below.
DATED: July 13, 1999 CHANCELLOR MEDIA CORPORATION
By: /s/
---------------------------------
Thomas O. Hicks
Chief Executive Officer
Address: 1845 Woodall Rodgers Freeway
Suite 1300
Dallas, Texas 75201
ACCEPTED BY:
HICKS, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC.,
its General Partner
By: /s/
---------------------------------
Name:
-------------------------------
Title:
-------------------------------
Address of Holder:
200 Crescent Court
Suite 1600
Dallas, Texas 75201
- -------------------------------------
Holder Taxpayer Identification Number
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ANNEX A
SUBSCRIPTION NOTICE
(To be executed upon exercise of Option)
TO CHANCELLOR MEDIA CORPORATION:
The undersigned hereby irrevocably elects to exercise the attached
Option and to purchase thereunder _________ shares of Common Stock in payment of
an Exercise Price in an amount equal to $__________.
Please issue a certificate or certificates for such shares of Common
Stock in the following name or names and denominations:
If said number of shares shall not be all the shares issuable upon
exercise of the attached Option, a new Option is to be issued in the name of the
undersigned for the balance remaining of such shares less any fraction of a
share paid in cash.
Dated: ___________________, ______
----------------------------------------------
Note: The above signature should correspond
exactly with the name on the face of the
attached Option or with the name of the
assignee appearing in the assignment
form below.
<PAGE> 13
ANNEX B
CERTIFICATION
The undersigned hereby certifies to Chancellor Media Corporation that
he, she or it is:
a. an "accredited investor" as that term is defined in
Regulation D promulgated pursuant to the Securities
Act or any successor regulation, as such provisions
may be in effect on the date hereof, and is an
"accredited investor" pursuant to Rule 501(a) of such
regulation; and
b. is knowledgeable, sophisticated and experienced in
business and financial matters and in securities
similar to the Common Stock; is aware of the
limitation on the transfer of the Common Stock
imposed by applicable securities laws and any
limitations on transfer imposed by contracts with the
Company or others; and has had access to, or been
furnished with, all information about the Common
Stock and the Company deemed necessary to conclude
that he, she or it has the ability to bear the
economic risk of the investment in the Common Stock
and to afford the complete loss of such investment.
IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION
this _____ day of ________________, _____.
For Individuals: For Entities:
- ----------------------------- ------------------------------------------
Signature Printed Name of Entity
By:
- ----------------------------- ---------------------------------------
Printed Name Name:
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Title:
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