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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): SEPTEMBER 27, 1999
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CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-22486 13-3649750
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (512) 340-7800
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 September 27, 1999, a copy of which is filed
as Exhibit 99.1 hereto, Capstar Communications, Inc., a subsidiary of AMFM Inc.,
announced the commencement of (i) a tender offer to purchase for cash all of its
outstanding 10 3/4% Senior Subordinated Notes due 2006 (the "Notes"), and (ii)
the solicitation of consents 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 September 27, 1999.
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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.
(Registrant)
By: /s/ WILLIAM S. BANOWSKY, JR.
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Name: William S. Banowsky, Jr.
Title: Vice President and Secretary
Date: September 27, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
<S> <C>
99.1 -- Press release, dated September 27, 1999.
</TABLE>
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EXHIBIT 99.1
CAPSTAR COMMUNICATIONS, INC. ANNOUNCES OFFER TO
PURCHASE OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES
AND SOLICITATION OF CONSENTS TO INDENTURE
AUSTIN AND DALLAS, TEXAS, SEPTEMBER 27, 1999 -- Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"), announced today that it is commencing a tender offer to purchase for
cash all of its outstanding 10 3/4% Senior Subordinated Notes due 2006 (the
"Notes"). There are approximately $294 million in aggregate principal amount of
the Notes outstanding. Capstar Communications also announced today that it will
solicit consents to eliminate certain restrictive covenants and to amend certain
other provisions of the indenture pursuant to which the Notes were issued (the
"Indenture"). The principal purposes of the offer and solicitation are to
facilitate AMFM's efforts to combine the outstanding high yield and bank
indebtedness and preferred stock of its direct and indirect subsidiaries into
fewer entities and to eliminate substantially all of the Indenture's restrictive
covenants in order to improve Capstar Communications' financial flexibility.
The tender offer consideration to be paid for Notes purchased by
Capstar Communications and properly delivered consents in the tender and
solicitation will be an amount equal to the greater of (x) $1114.17 per $1,000
principal amount or (y) a price based upon a fixed spread of 62.5 basis points
over the yield to maturity on the 5.625% U.S. Treasury Note due May 15, 2001, as
calculated in accordance with standard market practice, together, in each case,
with accrued and unpaid interest up to but not including the date of payment.
Using the fixed spread formula, the purchase price for the 10 3/4% Notes will be
set at 2:00 p.m., New York City Time, on October 12, 1999. AMFM intends to
finance Capstar Communications' purchase of the Notes with bank borrowings.
Holders who tender their Notes are obligated to consent to the proposed
amendments to the Indenture and may not deliver consents without tendering
Notes. No separate payment will be made for the consents delivered concurrently
with tenders of Notes.
The tender offer will expire at 5:00 p.m., New York City time, on
Tuesday, October 26, 1999, unless extended (the "Expiration Date"). Capstar
Communications reserves the right for any reason to terminate the tender offer
and solicitation at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
Deutsche Bank Securities Inc. will be acting as the Dealer Manager (the
"Dealer Manager") and MacKenzie Partners, Inc. will be acting as the Information
Agent (the "Information Agent") for the tender offer and the consent
solicitation. The tender offer and consent solicitation will be made pursuant to
an Offer to Purchase and Consent Solicitation Statement and the related Consent
and Letter of Transmittal, which more fully set forth the terms of the tender
offer and consent solicitation. Requests for additional information concerning
the terms of the tender offer and consent solicitation, tendering Notes and the
delivery of consents and conditions to the tender offer and consent solicitation
may be directed to Dealer Manager or the Information Agent. Additional copies of
the Offer to Purchase and Consent Solicitation Statement and related documents
may be obtained from the Information Agent by calling (800) 322-2885.
Capstar Communications is an indirect subsidiary of AMFM, the nation's
largest radio broadcasting entity, consisting of the AMFM Radio Group, including
the AMFM Radio Networks and the Chancellor Marketing Group, and the AMFM New
Media Group, including Katz Media and AMFM's Internet operations.
Reflecting announced transactions, AMFM Radio Group with 443 stations
in 100 markets reaches a weekly listener base of approximately 65 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. 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.
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This news announcement contains certain forward-looking statements that
are based upon current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Key risks are described in Capstar Communications reports filed with the U.S.
Securities and Exchange Commission. Readers should note that these statements
may be impacted by several factors, including economic changes and changes in
the broadcasting industry generally and, accordingly, Capstar Communications'
actual performance and results may vary from those stated herein and Capstar
Communications undertakes no obligation to update the information contained
herein.
For more information contact:
Kevin Mischnick
AMFM Inc.
Telephone No. (512) 340-7800
