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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): JULY 13, 1999
CAPSTAR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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
a) On July 13, 1999, AMFM Inc. (previously known as Chancellor Media
Corporation), a Delaware corporation ("Parent"), acquired Capstar Broadcasting
Corporation, a Delaware corporation ("CBC"). The acquisition was effected
through the merger (the "Merger") of CMC Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Sub"), with and into CBC,
with CBC as the surviving corporation. Capstar Communications, Inc., a Delaware
corporation (the "Company"), is an indirect subsidiary of CBC. The acquisition
of the CBC by Parent resulted in a change of control of CBC and the Company. As
a result of the Merger, the Company became an indirect subsidiary of Parent.
The holders of Class A common stock, par value $0.01 per share, of CBC
("Class A Common Stock"), Class B common stock, par value $0.01 per share, of
CBC ("Class B Common Stock"), and Class C common stock, par value $0.01 per
share, of CBC ("Class C Common Stock," and collectively with the Class A Common
Stock and the Class B Common Stock, the "Common Stock"), were given the right
to receive 0.4955 of a validly issued, fully paid and nonassessable share of
common stock, par value $0.01 per share, of Parent ("Parent Common Stock") for
each share of Common Stock that they owned. Parent has delivered a notice of
exchange procedures to each record holder of certificates that, immediately
prior to the effective time of the Merger, represented shares of Common Stock
which were converted into the right to receive shares of Parent Common Stock.
Based upon the number of shares of Common Stock outstanding on May 19, 1999,
the total consideration paid by Parent in the Merger was approximately 53.5
million shares of Parent Common Stock. Parent also assumed options, warrants
and other equity rights of CBC which represent up to an additional 3.3 million
shares of Parent Common Stock. The merger consideration was determined through
arms' length negotiations between Parent and CBC. Immediately following the
Merger, the shares of Parent Common Stock issued to CBC stockholders in the
Merger constituted approximately 27.2% of the aggregate outstanding Parent
Common Stock, or approximately 23.6% of the aggregate outstanding Parent Common
Stock assuming all the outstanding options, warrants and other convertible
securities of CBC are taken into account.
Pursuant to the terms of the merger agreement, R. Gerald Turner, a
former independant director of CBC, was elected to the board of directors of
Parent on July 13, 1999.
b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a) Not applicable.
b) Not applicable.
c) 1.1 Amended and Restated Agreement and Plan of Merger, dated as of April
29,1999, among Parent, CBC, CBC Acquisition Company, Inc. and Sub.
(1)
1.2. First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of June 30, 1999, among Parent, CBC and Sub. (2)
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(1) Incorporated by reference to the Quarterly Report on Form 10-Q of
Parent for the quarterly period ending March 31, 1999, File No.
000-21570.
(2) Incorporated by reference to the Parent's Post-Effective Amendment
No. 1 to Registration Statement on Form S-4, dated July 1, 1999,
File No. 333-80173.
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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.
CAPSTAR COMMUNICATIONS, INC.
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: July 22, 1999
