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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 16, 2000
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AMFM INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 001-15145 75-2247099
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1845 WOODALL RODGERS FREEWAY
SUITE 1300 75201
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (214) 922-8700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In a press release dated February 16, 2000, a copy of which is filed as
Exhibit 99.1 hereto, AMFM Inc., announced the retirement of James E. de Castro
from his positions as Director and Vice -Chairman of AMFM Inc., President and
Chief Executive Officer of AMFM Radio Group, and Chairman and Chief Executive
Officer of AMFMi.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated February 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMFM INC.
(Registrant)
By: /s/ W. Schuyler Hansen
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W. Schuyler Hansen
Senior Vice President
and Chief Accounting Officer
Date: February 18, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release, dated February 16, 2000.
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EXHIBIT 99.1
[AMFM Heading]
For Immediate Release News Announcement
CONTACT: Joseph N. Jaffoni, Stewart Lewack
D. Geoffrey Armstrong Jaffoni & Collins Incorporated
AMFM Inc. 212/835-8500; [email protected]
214/922-8700
JIMMY DE CASTRO TO RETIRE FROM AMFM INC.
CHICAGO AND DALLAS, FEBRUARY 16, 2000 -- AMFM Inc. (NYSE:AFM - news),
the nation's leading radio broadcaster, announced today that James E. de Castro,
47, Vice-Chairman of AMFM Inc., President and Chief Executive Officer of AMFM
Radio Group and Chairman and Chief Executive Officer of AMFMi, the Company's
Internet operation, is retiring from the Company and its Board of Directors,
effective February 18.
Kenneth J. O'Keefe, AMFM Radio Group's Chief Operating Officer, will
assume Mr. de Castro's responsibilities managing the Company's radio operations
and Michael J. Levitt, an AMFM director and AMFMi director, will serve as
interim Chief Executive Officer of AMFMi. Mr. de Castro is expected to announce
his future career plans shortly.
Thomas O. Hicks, AMFM's Chairman and Chief Executive Officer,
commented, "AMFM would not enjoy the success and stature it has today were it
not for Jimmy and his tireless efforts to build this Company into the industry's
dominant broadcaster. He has imparted knowledge, innovation and determination to
this organization, inspiring his employees to perform their best and generate
results that are the envy of the industry. The people and stations with which
Jimmy worked are a lasting legacy of his efforts. Our employees, listeners,
advertisers and shareholders owe him debt of gratitude, and we wish him every
success in his next endeavor."
Mr. Hicks added, "Jimmy's approach to building was predicated on his
ability to motivate others to achieve the unachievable. In this regard, he
successfully recruited some of the industry's best management, programming,
operations, sales and marketing talent to succeed him, leaving AMFM positioned
for further growth in its core radio broadcasting operations as well as in the
Internet."
Mr. de Castro said, "During my 25-year career in radio, I've worked
with some incredible people and developed some very close relationships and
friends. But the most satisfying thing comes not from building the industry's
largest station group, but from having brought to AMFM so many talented people
who are now reaping the benefits of the success we've achieved, not just as
employees but as owners of the Company. I'm very proud of everyone's
accomplishments and look forward to participating in their continued success as
a shareholder of Clear Channel Communications."
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Mr. de Castro is one of the radio broadcasting industry's leading
operations and programming executives, having successfully managed the
tremendous growth of the Company's stations base from six stations in 1988 to
more than 440 presently. Notable accomplishments include:
Co-founding Evergreen Media, a pioneering and award-winning radio
broadcaster that merged with Chancellor Broadcasting in 1997 to form Chancellor
Media, the predecessor company to AMFM. The result today is a broadcasting
entity with top-rated station clusters in the nation's top 10 radio markets, a
revenue base diversified geographically and by format, and a national weekly
listening audience of approximately 64 million people.
Recruiting and building a deep, industry-leading management team in the
areas of operations, sales, programming, marketing and development including:
Ken O'Keefe; John Fullam, Eastern Region Executive Vice President; David Lebow,
Chief Operating Officer of the Company's Office of Product and Strategy and
Western Region Executive Vice President; John Coulter, Senior Vice President of
Sales; Thomas Garry, Regional Executive Vice President and Regional Sales Vice
President; Jim Donahoe, President of Gulf Pac and San Diego markets; John King,
President of the Sea Star markets; Jim Shea, President of Atlantic Star and
Central Star markets; David Kantor, President of AMFM Radio Networks; Erik
Hellum, the Western Regional Sales Vice President; Andrew Rosen, Eastern
Regional Sales Vice President; Beverly Tilden, Senior Vice President of
Marketing; Kami Doyle, Vice President of Finance; Alison Glander, President of
Chancellor Marketing Group; Gerry Tabio, Senior Vice President of AMFM and
President of its Creative Resources Group; and Gary Lee, Vice President of New
Media.
Engineering some of the industry's most renown station turnarounds
including KKBT-FM in Los Angeles (1989), WRCX-FM in Chicago (1994), WKTU-FM in
New York (1996) and KCMG-FM in Los Angeles (1998). His work at WKTU-FM earned
Mr. de Castro Radio Ink magazine's Co-Radio Executive of the Year distinction in
1996. Mr. de Castro garnered further industry acclaim being named Person of the
Year in 1997 by The Broadcast Advertising Club of Chicago and Group Executive of
the Year in 1999 by R&R.
Identifying and rolling out some of radio's most innovative new formats
including Jammin'Oldies, the 'Alice' format known as Rockin Hits and the
rhythmic mass appeal sound of New York's WKTU-FM.
Launching the AMFM Radio Networks in 1997 to leverage the Company's
broad station base, on-air personalities and advertising inventory into a
platform for national advertisers.
Forging AMFM's early Internet partnerships including a joint venture
with CNET to form the country's first all-technology format radio station in San
Francisco and a strategic alliance with traffic.com to promote its real-time
traffic information in Philadelphia.
Implementing a market management structure in 1999 to maximize AMFM's
cluster opportunity through top-line growth, ratings performance, expense
control and the recruitment of on-air talent and operations personnel.
AMFM Inc., the nation's largest radio broadcasting entity, consists of
the AMFM Radio Group, including the AMFM Radio Networks and the Chancellor
Marketing Group, Broadcast Architecture, Inc. and the AMFM New Media Group,
including Katz Media and AMFM's Internet operations. Reflecting announced
transactions, AMFM Radio Group with approximately 440 stations in 100 markets
reaches a
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weekly listener base of 64 million people. The AMFM Radio Networks offers
syndicated programming nationwide. Chancellor Marketing Group is a full-service
sales promotion firm developing integrated marketing programs for Fortune 1000
companies. Broadcast Architecture is a wholly-owned subsidiary of AMFM and
provides research, consulting and programming services domestically and
internationally. AMFM's Katz Media is the only full-service media representation
firm in the United States serving multiple types of electronic media. AMFM's
Internet operations focus on developing AMFM's e-commerce web sites, streaming
online broadcasts of AMFM's on-air programming and other media, and promoting
emerging Internet and new media concerns.
AMFM has entered into a merger agreement with Clear Channel
Communications, Inc. (NYSE:CCU-news) pursuant to which AMFM's stockholders would
receive 0.94 shares of Clear Channel common stock for each share of AMFM common
stock held on the record date of the transaction. AMFM will subsequently become
a wholly-owned subsidiary of Clear Channel. The merger with Clear Channel is
expected to be consummated in the second half of 2000.
