AMFM INC
8-K, 2000-05-08
RADIO BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): MAY 1, 2000


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                                   AMFM INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>

 <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)
</TABLE>

       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 May 1, 2000, a copy of which is incorporated
herein as Exhibit 99.1, AMFM Operating Inc. ("AMFM Operating"), an indirect
subsidiary of AMFM Inc., announced (i) the commencement of a tender offer to
purchase for cash all of its outstanding 10 1/2% Senior Subordinated Notes due
2007 (the "Notes") and (ii) the receipt by AMFM Operating of the consent of the
holder of the majority in aggregate principal amount of the Notes to proposed
amendments to eliminate certain restrictive covenants and to amend certain
other provisions of the indenture to which the Notes were issued.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      EXHIBITS.

         99.1    --   Press release, dated May 1, 2000. (1)

- ------------

(1)      Incorporated by reference to the identically numbered exhibit on the
         Form 8-K of AMFM Operating Inc., filed on May 8, 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
                                -----------------------------------------------
                                W. Schuyler Hansen
                                Senior Vice President and
                                   Chief Accounting Officer


Date:    May 5, 2000


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