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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 29, 1998
CAPSTAR COMMUNICATIONS, INC.
(Exact name of registrants as specified in their charters)
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DELAWARE 000-22486 13-3649750
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
600 CONGRESS AVENUE, SUITE 1400
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(former name and former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On May 29, 1998, SBI Holding Corporation, a Delaware corporation
("Parent"), acquired SFX Broadcasting, Inc. (now known as Capstar
Communications, Inc.), a Delaware corporation (the "Company"). The acquisition
was effected through the merger (the "Merger") of SBI Radio Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Sub"), with and into the Company, with the Company as the surviving
corporation. The acquisition of the Company by Parent resulted in a change of
control of the Company. As a result of the Merger, the Company became an
indirect subsidiary of Capstar Broadcasting Corporation, a Delaware corporation
and sole indirect stockholder of Parent ("CBC"). Capstar Radio Broadcasting
Partners, Inc., an indirect, wholly owned subsidiary of CBC ("Capstar Radio"),
owns all of the outstanding common stock of Parent.
The holders of (i) Class A common stock, par value $.01 per share
("SFX Class A Common Stock"), of the Company were paid $75.00 per share, (ii)
Class B common stock, par value $.01 per share ("SFX Class B Common Stock"), of
the Company were paid $97.50 per share, (iii) Series C Redeemable Preferred
Stock, par value $.01 per share ("SFX Series C Preferred Stock"), of the
Company were paid $1,009.73 per share, and (iv) Series D Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share ("SFX Series D Preferred
Stock" and together with the SFX Class A Common Stock, SFX Class B Common Stock
and SFX Series C Preferred Stock, the "SFX Stock"), of the Company were paid
$82.4025 per share. Each issued and outstanding share of 12 5/8% Series E
Cumulative Exchangeable Preferred Stock, par value $.01 per share ("SFX Series
E Preferred Stock"), of the Company continues to be outstanding. CBC has
delivered a notice of redemption to each holder of the SFX Series E Preferred
Stock with respect to a partial redemption of the outstanding shares of SFX
Series E Preferred Stock that will be effected in accordance with the terms of
the certificate of designation governing the SFX Series E Preferred Stock.
From and after the effective time of the Merger (as defined below), each option
or warrant to purchase shares of the capital stock of the Company represented
only the right to receive cash from the Company (net of any applicable exercise
price). The total consideration paid by CBC in the Merger was approximately
$1.5 billion (the "Merger Consideration"), including the repayment of the
outstanding balance under the existing credit facility of the Company (the "SFX
Credit Facility") of approximately $313.0 million. The Merger Consideration
was determined through arms' length negotiations between CBC and the Company.
In connection with the Merger and other related transactions, the
Company (i) acquired and disposed of certain assets and stock as described in
Item 2 and (ii) borrowed approximately $441.4 million from Capstar Radio (the
"Capstar Radio Loan").
Upon consummation of the Merger, Capstar Radio, in its capacity as
sole stockholder of the Company, elected Eric C. Neumann and Jack A. Morgan to
serve as members of the Board of Directors of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
KODA Exchange. On May 29, 1998, the Company, through its indirect,
wholly-owned subsidiaries, exchanged station KODA-FM in Houston, Texas for
Chancellor Media of Los Angeles radio stations WAPE-FM and WFYV-FM in
Jacksonville, Florida and approximately $90.25 million in cash (the "KODA
Exchange"). In a deferred like kind exchange transaction, the indirect,
wholly-owned subsidiaries of SFX through a qualified intermediary, used the
$90.25 million in cash received from Chancellor Media Corporation of Los
Angeles to acquire radio stations KASE-FM, KVET-AM and KVET-FM in Austin,
Texas. The deemed value of the KODA Exchange was $143.3 million as determined
through arms' length negotiations between such subsidiaries and Chancellor
Media Corporation of Los Angeles. The assets of the radio stations consist of,
among other things, broadcasting licenses granted by the Federal Communications
Commission ("FCC"), transmitting antennae, transmitters and other broadcasting
and technical equipment, technical information and data and certain real
property. Such subsidiaries currently intends to continue broadcasting
operations of the radio stations and to utilize the assets thereof in such
operations.
Nashville Acquisition. On May 21, 1998, the Company completed the
acquisition of three radio stations (two FM and one AM) in the Nashville,
Tennessee market from Sinclair Broadcasting Group ("Sinclair Broadcasting") for
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an aggregate purchase price of approximately $35.0 million (the "Nashville
Purchase Price"). The assets of the radio stations consist of, among other
things, broadcasting licenses granted by the FCC, transmitting antennae,
transmitters and other broadcasting and technical equipment, technical
information and data and certain real property. The Company currently intends
to continue broadcasting operations of the radio stations and to utilize the
assets thereof in such operations. The Nashville Purchase Price was determined
through arms' length negotiations between the Company and Sinclair
Broadcasting. The Company funded the Nashville Purchase Price from excess cash
on hand.
Daytona Beach-WGNE Disposition. On May 29, 1998, due to governmental
restrictions on multiple station ownership, two indirect, wholly-owned
subsidiaries of the Company completed the disposition of the assets of one FM
radio station in the Daytona Beach, Florida market for consideration of
approximately $11.5 million (the "Daytona Beach Sale Price") to Clear Channel
Metroplex, Inc. and Clear Channel Metroplex Licensee, Inc. (collectively,
"CCM"). The assets of the radio station consist of, among other things,
broadcasting licenses granted by the FCC, transmitting antennae, transmitters
and other broadcasting and technical equipment, technical information and data
and certain real property. The Daytona Beach Sale Price was determined through
arms' length negotiations between such subsidiaries and CCM.
Long Island Disposition. On May 29, 1998, due to governmental
restrictions on multiple station ownership, four indirect, wholly-owned
subsidiaries of the Company completed the disposition of the assets of four
radio stations (three FM and one AM) in the Long Island, New York market for an
aggregate sale price in cash of approximately $48.0 million (the "Long Island
Sale Price") to Cox Radio, Inc. ("Cox"). The assets of the radio stations
consist of, among other things, broadcasting licenses granted by the FCC,
transmitting antennae, transmitters and other broadcasting and technical
equipment, technical information and data and certain real property. The Long
Island Sale Price was determined through arms' length negotiations between such
subsidiaries and Cox.
Houston-KKPN Disposition. On May 29, 1998, due to governmental
restrictions on multiple station ownership, the Company, through two of its
indirect, wholly-owned subsidiaries, completed the disposition of the assets of
one FM radio station in the Houston, Texas market for cash consideration of
approximately $54.0 million (the "Houston-KKPN Sale Price") to HBC Houston,
Inc. and HBC Houston License Corporation (collectively, "HBC"). Pursuant to an
agreement with Chancellor Media, such subsidiaries will pay 50% of the sale
proceeds in excess of $50.0 million, approximately $2.0 million, to Chancellor
Media. The assets of the radio station consist of, among other things,
broadcasting licenses granted by the FCC, transmitting antennae, transmitters
and other broadcasting and technical equipment, technical information and data
and certain real property. The Houston-KKPN Sale Price was determined through
arms' length negotiations between such subsidiaries and HBC.
Patterson/Modesto Acquisition. On May 29, 1998, Capstar Radio sold
all of the outstanding capital stock of Patterson Broadcasting, Inc. to the
Company for approximately $223.5 million. In addition, Pacific Star
Communications, Inc., a wholly-owned, indirect subsidiary of CBC, sold radio
stations KJSN-FM, KFIV-FM, KJAX-AM and KFRY-FM in the Modesto/Stockton,
California market to the Company for approximately $6.5 million. The assets of
the radio stations in the Modesto/Stockton market consist of, among other
things, broadcasting licenses granted by the FCC, transmitting antennae,
transmitters and other broadcasting and technical equipment, technical
information and data and certain real property. The Company funded the
Patterson/Modes to Acquisition from borrowings under the Capstar Radio Loan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impracticable to provide the remaining required financial
statements at the time of this Report on Form 8-K because such information is
not currently available. The required financial statements will be filed as an
amendment to this Report on Form 8-K as soon as practicable, but not later than
60 days after the date this Report on Form 8-K is required to be filed.
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(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information at the time of this Report on Form 8-K because such information is
not currently available. The required pro forma financial information will be
filed as an amendment to this Report on Form 8-K as soon as practicable, but
not later than 60 days after the date this Report on Form 8-K is required to be
filed.
(c) EXHIBITS
2.1.1 Agreement and Plan of Merger, dated as of August 24, 1997 (the
"SFX Merger Agreement"), by and among SBI Holding Corporation,
SBI Radio Acquisition Corporation and the Company. (1)
2.1.2 Amendment No. 1 to SFX Merger Agreement. (2)
2.1.3 Amendment No. 2 to SFX Merger Agreement. (3)
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(1) Incorporated by reference to the Company's Current Report on Form 8-K,
dated August 26, 1997, File No. 000- 22486.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, File No. 000-22486.
(3) Incorporated by reference to the Company's Current Report on Form 8-K
dated February 17, 1998, File No. 000- 22486.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
CAPSTAR COMMUNICATIONS, INC.
(Registrant)
By: /s/ PAUL D. STONE
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Name: Paul D. Stone
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Title: Executive Vice President
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Date: June 12, 1998
