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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): NOVEMBER 19, 1999
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AMFM OPERATING INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 000-22486 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)
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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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 19, 1999, AMFM Inc. completed the combination of the
outstanding bonds, bank indebtedness and preferred stock of its direct and
indirect subsidiaries into fewer entities through a series of related
transactions, including contributions of stock and mergers of its direct and
indirect subsidiaries.
On November 19,1999, Capstar Broadcasting Corporation, a Delaware
corporation ("CBC"), merged (the "Mezzanine Merger") with and into Chancellor
Mezzanine Holdings Corporation, a Delaware corporation and wholly-owned
subsidiary of AMFM Inc. ("Mezzanine"), with Mezzanine surviving the Mezzanine
Merger and being renamed AMFM Holdings Inc. ("AMFM Holdings"). CBC is the parent
corporation of Capstar Broadcasting Partners, Inc., a Delaware corporation
("Capstar Partners"). As a result of the Mezzanine Merger, Capstar Partners
became a direct subsidiary of AMFM Holdings. In the Mezzanine Merger, each share
of common stock of Mezzanine issued and outstanding immediately prior to the
effective date of the Mezzanine Merger remained outstanding and unaffected by
the Mezzanine Merger. Each share of common stock of CBC issued and outstanding,
or held as treasury shares by CBC, immediately prior to the effective date of
the Mezzanine Merger was canceled and retired and ceased to exist at the
effective date of the Mezzanine Merger.
After the completion of the Mezzanine Merger, AMFM Holdings contributed
the outstanding capital stock of Katz Media Group, Inc., a Delaware corporation
and wholly-owned subsidiary of AMFM Holdings ("Katz"), and Chancellor Media
Corporation of Los Angeles, a Delaware corporation owned by AMFM Holdings and
Katz ("CMCLA"), to Capstar Partners. Through a series of capital contributions,
all of the subsidiaries of Capstar Partners (other than CMCLA) were then
contributed to CMCLA, and thereafter, the subsidiaries of CMCLA were ultimately
contributed to Capstar Communications, Inc., a Delaware corporation and then
indirect wholly-owned subsidiary of CMCLA ("CCI"). As a result of the capital
contributions, CMCLA became a subsidiary of Capstar Partners and Katz; Capstar
Radio Broadcasting Partners, Inc., a Delaware corporation ("Capstar Radio")
became a wholly-owned subsidiary of CMCLA; SBI Holding Corporation, a Delaware
corporation ("SBI"), remained a wholly-owned subsidiary of Capstar Radio; CCI
remained a wholly-owned subsidiary of SBI; and the operating subsidiaries of
Capstar Radio and CMCLA became wholly-owned subsidiaries of CCI.
After completion of the aforementioned contributions, CMCLA, Capstar
Radio, and SBI merged (the "CCI Merger") with and into CCI, with CCI surviving
the CCI Merger and being renamed AMFM Operating Inc. ("AMFM Operating"). In the
CCI Merger, each share of common stock of CMCLA issued and outstanding
immediately prior to the effective date of the CCI Merger (other than shares of
CMCLA common stock held as treasury shares by CMCLA) was converted into one
share of common stock of AMFM Operating. Each share of common stock of Capstar
Radio, SBI, and CCI issued and outstanding immediately prior to the effective
date of the CCI Merger was canceled and retired and ceased to exist at the
effective date of the CCI Merger. Each share of 12 5/8% Series E Cumulative
Exchangeable Preferred Stock due October 31, 2006 of CCI issued and outstanding
immediately prior to the effective date of the CCI Merger remained outstanding
and unaffected by the CCI Merger. Each share of CMCLA common stock, Capstar
Radio common stock, SBI common stock, and CCI common stock held as a treasury
share by CMCLA, Capstar Radio, SBI, and CCI, respectively, immediately prior to
the effective date of the CCI Merger, was canceled and retired and ceased to
exist at the effective date of the CCI Merger. As a result of the CCI Merger,
AMFM Operating became a direct subsidiary of Capstar Partners and Katz.
As part of the CCI Merger, AMFM Operating assumed the following
outstanding indebtedness of CMCLA and Capstar Radio:
o 9 1/4% Senior Subordinated Notes due 2007 of Capstar Radio;
o 8% Senior Notes due 2008 of CMCLA;
o 9 3/8% Senior Subordinated Notes due 2004 of CMCLA;
o 8 3/4% Senior Subordinated Notes due 2007 of CMCLA;
o 10 1/2% Senior Subordinated Notes due 2007 of CMCLA;
o 8 1/8% Senior Subordinated Notes due 2007 of CMCLA; and
o 9% Senior Subordinated Notes due October 1, 2008 of CMCLA.
The aggregate outstanding principal amount of such indebtedness was
approximately $2.6 billion as of November 19, 1999. AMFM Operating also entered
into a new credit agreement on November 19, 1999, consisting of a revolving loan
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facility of $600.0 million and a term loan facility of $2.6 billion and
refinanced the outstanding indebtedness under CMCLA's credit facility and
Capstar Radio's credit facility. As of November 19, 1999, AMFM Operating had
borrowings of approximately $290.0 million and $2.6 billion under its revolving
loan facility and term loan facility, respectively.
Prior to the transactions described in this Form 8-K, CCI and its
direct and indirect wholly-owned subsidiaries owned and operated, programmed or
sold air time for 112 radio stations (83 FM and 29 AM) in 27 markets in the
continental United States, including 2 radio stations programmed under time
brokerage or joint sales agreements. After the completion of the transactions
described in this Form 8-K, AMFM Operating and its direct and indirect
wholly-owned subsidiaries owned and operated, programmed or sold air time for
456 radio stations (328 FM and 128 AM) in 102 markets in the continental United
States and in Puerto Rico, including 12 radio stations programmed under time
brokerage or joint sales agreements. After the completion of the transactions
described in this Form 8-K, the operating assets of AMFM Operating and its
direct and indirect subsidiaries now also include an approximate 30% equity
interest in Lamar Advertising Company, one of the largest owners and operators
of outdoor advertising structures in the United States; The AMFM Radio Networks,
Inc., a national radio network which broadcasts advertising and syndicated
programming shows to a national audience of approximately 68 million listeners
in the United States (including approximately 59 million listeners from its
portfolio of radio stations); the Chancellor Marketing Group, Inc., a
full-service sales promotion firm developing integrated marketing programs for
Fortune 1000 companies; Katz Media Group, Inc., a full-service media
representation firm that sells national spot advertising time for its clients in
the radio and television industries primarily throughout the United States and
for AMFM Operating's portfolio of radio stations; and Internet operations, which
focus on developing AMFM Operating's Internet web sites, streaming online
broadcasts of AMFM Operating's on-air programming and other media, and promoting
emerging Internet and new media concerns.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not applicable.
(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 -- Agreement and Plan of Merger of CMCLA, Capstar Radio
and SBI into CCI, dated as of November 19, 1999. (1)
3.1 -- Certificate of Merger merging CMCLA, Capstar Radio
and SBI into CCI, dated November 19, 1999. (2)
10.1 -- Credit Agreement among AMFM Holdings, Capstar
Partners, AMFM Operating, Various Lenders, Chase
Securities Inc. and Deutsche Bank Securities Inc.,
as Co-Lead Arrangers, The Chase Manhattan Bank, as
Syndication Agent, Bank of America, N.A. and Toronto
Dominion (Texas), Inc. as Documentation Agents, and
Bankers Trust Company, as Administrative Agent,
dated as of November 19, 1999. (3)
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(1) Incorporated by reference to Exhibit 2.1 to Capstar Partner's Current
Report on Form 8-K, filed on December 1, 1999.
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(2) Incorporated by reference to Exhibit 3.1 to Capstar Partner's Current
Report on Form 8-K, filed on December 1, 1999.
(3) Incorporated by reference to Exhibit 10.1 to Capstar Partner's Current
Report on Form 8-K, filed on December 1, 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.
AMFM OPERATING INC.
(Registrant)
By: /s/ W. Schuyler Hansen
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W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Date: December 1, 1999
