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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): 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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ITEM 5. OTHER EVENTS.
In a press release dated October 12, 1999, a copy of which is filed as
Exhibit 99.1 hereto, Capstar Communications, Inc., an indirect subsidiary of
AMFM Inc., announced the commencement of the 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.
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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 12, 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
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE NEWS ANNOUNCEMENT
CONTACT:
Kevin Mischnick Joseph N. Jaffoni, Stewart Lewack
AMFM Inc. Jaffoni & Collins Incorporated
512/340-7800 212/835-8500; [email protected]
CAPSTAR COMMUNICATIONS, INC. ANNOUNCES CONSENT SOLICITATION
FROM HOLDERS OF 12 5/8% SERIES E CUMULATIVE
EXCHANGEABLE PREFERRED STOCK
AUSTIN and DALLAS, Texas, October 12, 1999 - Capstar Communications, Inc. (the
"Company"), an indirect subsidiary of AMFM Inc. (NYSE:AFM) ("AMFM"), announced
today that it will solicit consents (the "Consent Solicitation") 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 (the "Certificate of
Designation") 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 (the "Exchange Indenture") which governs the 12 5/8% Senior
Subordinated Exchange Debentures due 2006 of the Company into which the
Preferred Stock is exchangeable. The Exchange Indenture is incorporated by
reference to, and is made a part of, the Certificate of Designation.
The principal purposes of the Consent 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 make certain terms and provisions in the Exchange Indenture consistent with
comparable terms and provisions contained in the indentures and other documents
governing the currently outstanding indebtedness of AMFM's other subsidiaries.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on
Tuesday, October 26, 1999, unless extended (the "Expiration Date"). 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.
As part of the Consent Solicitation, the Company will make a cash payment (the
"Consent Payment") of $0.25 per share of Preferred Stock as to which the
registered holder as of October 12, 1999 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 existing cash.
MacKenzie Partners, Inc. will be acting as the information agent (the
"Information Agent") and Deutsche Bank Securities Inc. will be 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 will be made pursuant to a Consent Solicitation Statement 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 or the Consent Agent. Additional copies of the 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 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 recently entered into a merger agreement with Clear Channel Communications,
Inc. ("Clear Channel") and CCU Merger Sub, Inc., a wholly owned subsidiary of
Clear Channel ("Merger Sub"), pursuant to which Merger Sub will be merged (the
"Clear Channel Merger") with and into AMFM, with AMFM surviving as a wholly
owned subsidiary of Clear Channel. The Clear Channel Merger is not expected to
be consummated until the second half of 2000, and will have no impact on the
Consent 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.
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