<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
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): SEPTEMBER 27, 1999
-------------
CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
<PAGE> 2
The registrant, Capstar Communications, Inc. ("Capstar Communications")
hereby amends its Current Report on Form 8-K filed September 27, 1999, as
amended on October 13, 1999 as set forth herein.
ITEM 5. OTHER EVENTS.
In press releases dated October 25 and 26, 1999, copies of which are
filed as Exhibits 99.3 and 99.4 hereto, respectively, Capstar Communications, a
subsidiary of AMFM Inc., announced the second and third amendments of its tender
offer to purchase for cash all of its outstanding 10 3/4% Senior Subordinated
Notes due 2006 (the "Notes") and the concurrent solicitation of consents to
proposed amendments to the indenture pursuant to which the Notes were issued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated September 27, 1999.(1)
99.2 -- Press release, dated October 13, 1999.(2)
99.3 -- Press release, dated October 25, 1999.
99.4 -- Press release, dated October 26, 1999.
- -------------
(1) Previously filed as an exhibit to the Form 8-K of Capstar Communications
filed September 27, 1999.
(2) Previously filed as an exhibit to the Form 8-K of Capstar Communications
filed October 13, 1999.
<PAGE> 3
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
-------------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Date: October 28, 1999
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C> <C>
99.1 -- Press release, dated September 27, 1999(1)
99.2 -- Press release, dated October 13, 1999(2)
99.3 -- Press release, dated October 25, 1999
99.4 -- Press release, dated October 26, 1999
</TABLE>
- ----------------
(1) Previously filed as an exhibit to the Form 8-K of Capstar Communications
filed September 27, 1999.
(2) Previously filed as an exhibit to the Form 8-K of Capstar Communications
filed October 13, 1999.
<PAGE> 1
EXHIBIT 99.3
CAPSTAR COMMUNICATIONS, INC. EXTENDS AND REPRICES OFFER TO
PURCHASE OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES
AUSTIN AND DALLAS, TEXAS, OCTOBER 25, 1999 -- Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"'), announced today that it has extended the expiration date on and
redetermined the price of its tender offer relating to its outstanding 10 3/4%
Senior Subordinated Notes due 2006 (the "Notes"). The tender offer is being made
concurrently with a solicitation of consents to proposed amendments to eliminate
certain restrictive covenants and to amend certain other provisions of the
indenture pursuant to which the Notes were issued (the "Indenture").
The Expiration Date of the tender offer has been extended to 5:00 p.m.,
New York City time, on Monday, November 8, 1999, unless further extended (the
"Expiration Date"). Previously, the tender offer was scheduled to expire at 5:00
p.m., New York City time, on Tuesday, October 26, 1999. Holders of Notes who
validly tender (and do not withdraw) their Notes at or prior to the Expiration
Date will receive the Offer Consideration (as defined below) if the tender offer
is completed. 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.
The consideration (the "Offer Consideration") to be paid for each
$1,000 in principal amount of the Notes tendered and not withdrawn pursuant to
the tender offer has been changed to equal the greater of (i) $1,086.16, or (ii)
a price based on the spread of 50 basis points over the yield to maturity on the
5.625% U.S. Treasury Note due May 15, 2001, as calculated at 12:00 noon, New
York City time, on Wednesday, November 3, 1999 (less a cash payment of $30.00
per $1,000 in principal amount of Notes as to which a valid consent has been
delivered and which has not been revoked prior to the Expiration Date (the
"Consent Payment")), plus, in the case of either (i) or (ii), the Consent
Payment and accrued and unpaid interest up to, but not including, the Expiration
Date of $51.36 per $1,000 principal amount of Notes tendered and not withdrawn.
The Offer Consideration as determined above will be published in the Dow Jones
News Service on November 3, 1999.
Holders who tender their Notes are obligated to consent to the proposed
amendments to the Indenture and may not deliver consents without tendering
Notes.
Consummation of the tender offer and consent solicitation, and payment
of the Offer Consideration, are subject to the satisfaction or waiver by Capstar
Communications of various conditions, including the receipt by Capstar
Communications of validly tendered (and not withdrawn) Notes and consents with
respect thereto in an aggregate amount equal to at least a majority in aggregate
principal amount of the outstanding Notes.
Deutsche Bank Securities Inc. is the Dealer Manager (the "Dealer
Manager") and MacKenzie Partners, Inc. is the Information Agent (the
"Information Agent") for the tender offer and consent solicitation. The tender
offer and consent solicitation are being 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. Questions and 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 the Dealer Manager by calling (212)
250-3231 or the Information Agent by calling (800) 322-2885. Additional copies
of the Offer to Purchase and Consent Solicitation Statement and related
documents may be obtained by calling the Information Agent.
<PAGE> 2
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 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 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
<PAGE> 1
EXHIBIT 99.4
CAPSTAR COMMUNICATIONS, INC. EXTENDS OFFER TO
PURCHASE OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES
AUSTIN AND DALLAS, TEXAS, OCTOBER 26, 1999 -- Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"'), announced today that it has extended the expiration date on and
redetermined the price of its tender offer relating to its outstanding 10 3/4%
Senior Subordinated Notes due 2006 (the "Notes"). The tender offer is being made
concurrently with a solicitation of consents to proposed amendments to eliminate
certain restrictive covenants and to amend certain other provisions of the
indenture pursuant to which the Notes were issued.
The Expiration Date of the tender offer has been extended to 5:00 p.m.,
New York City time, on Tuesday, November 9, 1999, unless further extended (the
"Expiration Date"). Holders of Notes who validly tender (and do not withdraw)
their Notes at or prior to the Expiration Date will receive the Offer
Consideration (as defined below) if the tender offer is completed. 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.
The consideration (the "Offer Consideration") to be paid for each
$1,000 in principal amount of the Notes tendered and not withdrawn pursuant to
the tender offer will be the greater of (i) $1,086.16, or (ii) a price based on
the spread of 50 basis points over the yield to maturity on the 5.625% U.S.
Treasury Note due May 15, 2001, as calculated at 12:00 noon, New York City time,
on Thursday, November 4, 1999 (less a cash payment of $30.00 per $1,000 in
principal amount of Notes as to which a valid consent has been delivered and
which has not been revoked prior to the Expiration Date (the "Consent
Payment")), plus, in the case of either (i) or (ii), the Consent Payment and
accrued and unpaid interest up to, but not including, the Expiration Date of
$51.66 per $1,000 principal amount of Notes. The Offer Consideration as
determined above will be published on November 4, 1999 by the release of
information through a business news service which is recognized by the SEC, the
stock exchanges and the NASD as an outlet which meet the specific guidelines for
the public disclosure of material news.
Holders who tender their Notes are obligated to consent to the proposed
amendments to the Indenture and may not deliver consents without tendering
Notes.
Consummation of the tender offer and consent solicitation, and payment
of the Offer Consideration, are subject to the satisfaction or waiver by Capstar
Communications of various conditions, including the receipt by Capstar
Communications of validly tendered (and not withdrawn) Notes and consents with
respect thereto in an aggregate amount equal to at least a majority in aggregate
principal amount of the outstanding Notes.
Deutsche Bank Securities Inc. is the Dealer Manager (the "Dealer
Manager") and MacKenzie Partners, Inc. is the Information Agent (the
"Information Agent") for the tender offer and consent solicitation. The tender
offer and consent solicitation are being 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. Questions and 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 the Dealer Manager by calling (212)
250-3231 or the Information Agent by calling (800) 322-2885. Additional copies
of the Offer to Purchase and Consent Solicitation Statement and related
documents may be obtained by calling the Information Agent.
<PAGE> 2
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 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 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.
This announcement supersedes all previous announcements with respect to
the tender offer and consent solicitation for the Notes.
For more information contact:
Kevin Mischnick
AMFM Inc.
Telephone No. (512) 340-7800
