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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
SFX BROADCASTING, INC.
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(former name and former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Capstar Broadcasting Corporation ("CBC"), the ultimate parent of
Capstar Communications, Inc., formerly known as SFX Broadcasting, Inc., (the
"Company"), engages Coopers & Lybrand L.L.P. as its independent accountants. As
a result of the acquisition of the Company by CBC, on May 29, 1998, the Company,
with the approval of its Board of Directors, dismissed Ernst & Young LLP ("Ernst
& Young") as its independent accountants and engaged Coopers & Lybrand L.L.P.
Ernst & Young's reports on the consolidated financial statements of the
Company for the fiscal years ended December 31, 1997 and 1996 are unqualified
and do not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During Ernst & Young's appointment as independent accountants, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which if not resolved to
Ernst & Young's satisfaction would have caused Ernst & Young to make reference
to the subject matter of the disagreement in connection with Ernst & Young's
reports on the Company's consolidated financial statements.
The Company has requested Ernst & Young to furnish it a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter, dated June 3, 1998, is filed as Exhibit 16.1
to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
16.1 Letter from Ernst & Young LLP.*
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* Filed herewith.
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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)
/s/ PAUL D. STONE
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Paul D. Stone
Vice President
Date: June 3, 1998
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INDEX TO EXHIBITS
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EXHIBIT EXHIBIT
NUMBER -------
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16.1 Letter from Ernst & Young L.L.P.*
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* filed herewith.
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EXHIBIT 16.1
June 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 3, 1998, of Capstar Communications,
Inc., formerly known as SFX Broadcasting, Inc., and are in agreement with the
statements contained in paragraph 2 on page 2 therein. We have no basis to
agree or disagree with other statements of the registrant contained therein.
Ernst & Young LLP
