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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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)
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<S> <C> <C>
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DELAWARE 0-22486 13-3649750
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
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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 set forth herein.
ITEM 5. OTHER EVENTS.
In a press release dated October 25, 1999, a copy of which is filed as
Exhibit 99.2 hereto, Capstar Communications, Inc. ("the Company"), an indirect
subsidiary of AMFM Inc., announced that it had extended the expiration date on
its solicitation of consents to amend certain provisions of the Certificate of
Designations, Preferences and Relative, Participating, Optional and Other
Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof of the Company's 12 5/8% Series E Cumulative Exchangeable
Preferred Stock due October 31, 2006 (the "Preferred Stock"), as well as the
form of indenture which governs the 12 5/8% Senior Subordinated Exchange
Debentures due 2006 of the Company into which the Preferred Stock is
convertible.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated October 12, 1999.*
99.2 -- Press release, dated October 25, 1999.
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* Previously filed as an exhibit to the Form 8-K of Capstar Communications,
Inc. filed October 12, 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: October 28, 1999
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 -- Press release, dated October 12, 1999*
99.2 -- Press release, dated October 25, 1999
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* Previously filed as an exhibit to the Form 8-K of Capstar Communications,
Inc. filed October 12, 1999.
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EXHIBIT 99.2
CAPSTAR COMMUNICATIONS, INC. EXTENDS SOLICITATION
OF CONSENTS FROM HOLDERS OF 12 5/8% SERIES E CUMULATIVE
EXCHANGEABLE PREFERRED STOCK
AUSTIN AND DALLAS, TEXAS, OCTOBER 25, 1999 -- Capstar Communications,
Inc. (the "Company"), an indirect subsidiary of AMFM Inc. (NYSE:AFM) ("AMFM"),
announced today that it has extended its consent solicitation regarding its
12 5/8% Series E Cumulative Exchangeable Preferred Stock due October 31, 2006
(the "Preferred Stock"). The consent solicitation will now expire at 5:00 p.m.,
New York City time, on Monday, November 8, 1999, unless further extended (the
"Expiration Date"). Prior to the extension, the consent solicitation was set to
expire at 5:00 p.m., New York City time, on Tuesday, October 26, 1999. The
Company reserves the right for any reason to terminate the consent solicitation
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
The purpose of the Consent Solicitation is to amend (the "Proposed
Amendments") certain provisions of the Certificate of Designations, Preferences
and Relative, Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions Thereof (the "Certificate
of Designation") of the Company's Preferred Stock. As part of the Consent
Solicitation, the Company will make a cash payment of $0.25 per share of
Preferred Stock as to which the registered holder as of October 12, 1999 (the
"Record Date") has delivered a duly executed consent which has not been revoked
prior to the Expiration Date. The Company intends to finance the consent payment
through cash on hand.
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.
