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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 12, 1999
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CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 0-22486 13-3649750
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
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<S> <C> <C>
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
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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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The registrant, Capstar Communications, Inc., hereby amends its
Current Report on Form 8-K filed October 12, 1999, as amended on October 28,
1999, as set forth herein.
ITEM 5. OTHER EVENTS.
In a press release dated November 5, 1999, a copy of which is filed as
Exhibit 99.3 hereto, Capstar Communications, Inc., an indirect subsidiary of
AMFM Inc., announced that it had amended the terms of its solicitation of
consents from the holders of its 12 5/8% Series E Cumulative Exchangeable
Preferred Stock due October 31, 2006 (the "Preferred Stock") to certain
amendments to the Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications,
Limitations and Restrictions Thereof governing the Preferred Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated October 12, 1999.(1)
99.2 -- Press Release, dated October 25, 1999.(2)
99.3 -- Press Release, dated November 5, 1999.
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(1) Previously filed as an exhibit to the Form 8-K of Capstar
Communications, Inc. filed October 12, 1999.
(2) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications, Inc. filed October 28, 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/ W. SCHUYLER HANSEN
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W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Date: November 9, 1999
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 -- Press release, dated October 12, 1999(1)
99.2 -- Press release, dated October 25, 1999(2)
99.3 -- Press release, dated November 5, 1999
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(1) Previously filed as an exhibit to the Form 8-K of Capstar
Communications, Inc. filed October 12, 1999.
(2) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications, Inc. filed October 28, 1999.
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Exhibit 99.3
CAPSTAR COMMUNICATIONS, INC. AMENDS CONSENT SOLICITATIONS
FROM HOLDERS OF 12 5/8% SERIES E CUMULATIVE EXCHANGEABLE
PREFERRED STOCK
AUSTIN AND DALLAS, TEXAS, NOVEMBER 5, 1999 -- Capstar Communications,
Inc. (the "Company"), an indirect subsidiary of AMFM Inc. (NYSE:AFM) ("AMFM"),
announced today that it has amended certain terms of its consent solicitation
regarding its 12 5/8% Series E Cumulative Exchangeable Preferred Stock due
October 31, 2006 (the "Preferred Stock"). The purpose of the consent
solicitation is now only to amend the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions thereof (the "Certificate of
Designation") governing the Preferred Stock in order to modify certain timing
restrictions on the Company's ability to exchange all shares of Preferred Stock
for the Company's 12 5/8% Senior Subordinated Exchange Debentures due 2006. No
other amendments to the Certificate of Designation are proposed by the consent
solicitation. In addition, the consent solicitation has been extended to 5:00
p.m., New York City time, on Friday, November 12, 1999 (the "Expiration Date").
Prior to the extension, the consent solicitation was set to expire at 5:00
p.m., New York City time, on Monday, November 8 1999. The Company reserves the
right for any reason to further extend or terminate the consent solicitation at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
MacKenzie Partners, Inc. is acting as the information agent (the
"Information Agent") and Deutsche Bank Securities Inc. is acting as the consent
agent (the "Consent Agent") for the Consent Solicitation. The Bank of New York
is acting as the depositary for any consents delivered. The consent
solicitation is being made pursuant to a Consent Solicitation Statement, as
amended, and the related Letter of Consent, which more fully set forth the
terms of the consent solicitation. Requests for additional information
concerning the terms and conditions of the consent solicitation and delivery of
consents may be directed to the Information Agent at (800) 322-2885 or the
Consent Agent at (800) 553-2826. Additional copies of the Consent Solicitation
Statement and related documents may be obtained by calling the Information
Agent.
The Company 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, the AMFM Radio Group with over 440 stations in 100
markets reaches a weekly listener base of approximately 64 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.
AMFM has entered into a merger agreement with Clear Channel
Communications, Inc. pursuant to which AMFM's stockholders will receive 0.94
shares of Clear Channel common stock for each share of AMFM common stock held
on the record date of the transaction and AMFM will become a wholly owned
subsidiary of Clear Channel. The merger with Clear Channel is not expected to
be consummated until the second half of 2000, and will have no impact on the
tender offer and solicitation.
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 the Company's 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, the Company's
actual performance and results may vary from those stated herein and the
Company undertakes no obligation to update the information contained herein.
For more information contact:
Kevin Mischnick
AMFM Inc.
Telephone No. (512) 340-7800
