<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 1, 1999
------------------------
AMFM Inc.
----------------------------
(Exact Name of Registrant as
Specified in Charter)
000-21570
---------
(Commission File No.)
75-2247099
----------
(IRS Employer
Identification No.)
Delaware
--------
(State or Other Jurisdiction
of Incorporation)
1845 Woodall Rodgers Freeway
Suite 1300
Dallas, Texas 75201
-------------------
(Address of Principal
Executive Offices)
(214) 922-8700
--------------
(Registrant's telephone
number, including area code)
<PAGE> 2
ITEM 2. Acquisition or Disposition of Assets.
On July 13, 1999, stockholders of Chancellor Media Corporation and Capstar
Broadcasting Corporation ("Capstar") voted to approve the merger of the two
companies (the "Capstar Merger"). Concurrent with the stockholders' approval
of the merger, stockholders also voted to re-name the new company AMFM Inc. The
merger and name change were completed on the same day. Pursuant to the terms of
the merger, Capstar stockholders will receive 0.4955 AMFM Inc. shares for each
Capstar share held in a tax-free exchange. Based on the number of shares of
Capstar Common Stock and options to purchase shares of Capstar Common Stock
outstanding, AMFM Inc. will issue approximately 53.5 million shares and assume
Capstar options and warrants representing the right to purchase approximately
3.3 million shares of AMFM Inc. Common Stock. AMFM Inc. is also assuming
approximately $2.1 billion of Capstar's debt and PIK preferred stock. Upon
consummation of the merger, AMFM Inc. had approximately 224.7 million fully
diluted shares outstanding.
On July 1, 1999, Chancellor Media/Shamrock Broadcasting, Inc., a wholly-owned
subsidiary of Chancellor Media Corporation of Los Angeles (together with its
subsidiaries, "CMCLA"), an indirect wholly-owned subsidiary of AMFM Inc.,
consummated the acquisition of KKFR-FM and KFYI-AM in Phoenix from The Broadcast
Group, Inc., for $90.0 million in cash plus various other direct acquisition
costs (the "Phoenix Acquisition"). The purchase price of $90.0 million was
determined as a result of an arms-length negotiation between CMCLA and The
Broadcast Group, Inc., which are unrelated parties. CMCLA borrowed under its
senior credit facility with a syndicate of commercial banks and other
institutional lenders to finance the Phoenix Acquisition. A copy of CMCLA's
senior credit facility, listing the commercial banks and other institutional
lenders thereto, has previously been filed with the Securities and Exchange
Commission as Exhibit 4.10 to the Current Report on Form 8-K of Evergreen Media
Corporation, dated April 1, 1997 and filed on May 9, 1997. The assets acquired
by CMCLA in the Phoenix Acquisition constitute broadcast licenses and physical
property used in the radio broadcasting business and will continue to be
utilized by CMCLA for such purposes.
ITEM 5. Other Events.
On July 13, 1999, pursuant to the terms of the merger agreement between
Chancellor Media Corporation and Capstar, R. Gerald Turner, formerly a director
of Capstar, was appointed to the Board of Directors of AMFM Inc., with a term
expiring at the 2002 annual meeting of stockholders.
2
<PAGE> 3
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
7(a) Financial Statements of Businesses Acquired
The following historical financial statements have been previously
filed by AMFM Inc. pursuant to AMFM Inc.'s Registration Statement on
Form S-4, as amended (Reg. No. 333-80173) and thus, pursuant to General
Instruction B.3 of Form 8-K, are not required to be reported again in
the Current Report on Form 8-K: financial statements for Capstar
Broadcasting Corporation and Subsidiaries as of December 31, 1997 and
1998 and for each of the three years in the period ended December 31,
1998; financial statements for Capstar Broadcasting Corporation and
Subsidiaries as of December 31, 1998 and March 31, 1999 and for the
three months ended March 31, 1998 and 1999; financial statements for
Capstar Communications, Inc. and Subsidiaries (formerly known as SFX
Broadcasting, Inc. and Subsidiaries) as of December 31, 1997 and 1998
and for the years ended December 31, 1996 and 1997, the five months
ended May 31, 1998 and the seven months ended December 31, 1998;
financial statements for Capstar Communications, Inc. and Subsidiaries
(formerly known as SFX Broadcasting, Inc. and Subsidiaries) as of
December 31, 1998 and March 31, 1999 and for the three months ended
March 31, 1998 and 1999; financial statements for Commodore Media, Inc.
and Subsidiaries for the period from January 1, 1996 to October 16,
1996 and the year ended December 31, 1995; financial statements for The
Broadcast Group, Inc. as of December 31, 1998 and 1997 and for the
years then ended; and combined financial statements for KFYI-AM and
KKFR-FM as of March 31, 1999 and for the three months ended March 31,
1999 and 1998.
7(b) Pro Forma Financial Information
Pro forma financial information reflecting the Capstar Merger and the
Phoenix Acquisition will be provided by amendment to this Current
Report on Form 8-K within 60 days of the date of this report.
7(c) Exhibits
2.55(r) Amended and Restated Agreement and Plan of Merger, dated as
of April 29, 1999, among Chancellor Media Corporation,
Capstar Broadcasting Corporation, CBC Acquisition
Company, Inc. and CMC Merger Sub, Inc.
2.56(r) Asset Purchase Agreement, dated as of September 15, 1998, by
and between The Broadcast Group, Inc. and Chancellor
Media/Shamrock Broadcasting, Inc.
2.60(jjj) First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of June 30, 1999, among Chancellor
Media Corporation, Capstar Broadcasting Corporation and
CMC Merger Sub, Inc.
- ---------------------------
(r) Incorporated by reference to the identically-numbered exhibit to the
Quarterly Report on Form 10-Q of AMFM Inc. and Chancellor Media
Corporation of Los Angeles for the quarterly period ending March
31, 1999.
(jjj) Incorporated by reference to the identically numbered exhibit to Post-
Effective Amendment No. 1 to Registration Statement on Form S-4 of
AMFM Inc. filed with the Securities and Exchange Commission on July 1,
1999.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMFM INC.
By: /s/ W. Schuyler Hansen
--------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Date: July 15, 1999
4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
2.55(r) Amended and Restated Agreement and Plan of Merger, dated as
of April 29, 1999, among Chancellor Media Corporation,
Capstar Broadcasting Corporation, CBC Acquisition
Company, Inc. and CMC Merger Sub, Inc.
2.56(r) Asset Purchase Agreement, dated as of September 15, 1998,
by and between The Broadcast Group, Inc. and
Chancellor Media/Shamrock Broadcasting, Inc.
2.60(jjj) First Amendment to Amended and Restated Agreement and Plan
of Merger, dated as of June 30, 1999, among Chancellor
Media Corporation, Capstar Broadcasting Corporation
and CMC Merger Sub, Inc.
</TABLE>
- ---------------------------
(r) Incorporated by reference to the identically-numbered exhibit to the
Quarterly Report on Form 10-Q of AMFM Inc. and Chancellor Media
Corporation of Los Angeles for the quarterly period ending March
31, 1999.
(jjj) Incorporated by reference to the identically numbered exhibit to
Post-Effective Amendment No. 1 to Registration Statement on Form S-4
of AMFM Inc. filed with the Securities and Exchange Commission on July
1, 1999.
