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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 3)
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
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CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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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. ("Capstar Communications")
hereby amends its Current Report on Form 8-K filed September 27, 1999, as
amended on October 13, 1999 and 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 99.5 hereto, Capstar Communications, an indirect subsidiary of AMFM
Inc., announced the fourth amendment of its tender offer to purchase for cash
all of its outstanding 10 3/4% Senior Subordinated Notes due 2006 (the "Notes")
and concurrent solicitation of consents of 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.(3)
99.4 -- Press release, dated October 26, 1999.(3)
99.5 -- Press release, dated November 5, 1999.
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(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/A of Capstar
Communications filed October 13, 1999.
(3) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <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(3)
99.4 -- Press release, dated October 26, 1999(3)
99.5 -- Press release, dated November 5, 1999
</TABLE>
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(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/A of Capstar
Communications filed October 13, 1999.
(3) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications filed October 28, 1999.
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EXHIBIT 99.5
CAPSTAR COMMUNICATIONS, INC. SETS PRICE ON OFFER TO PURCHASE
OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES
AUSTIN AND DALLAS, TEXAS, NOVEMBER 5, 1999 -- Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"), announced today that it has determined the price on its previously
announced tender offer relating to its 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 offer price (the "Offer Consideration") to be paid for each $1,000
in principal amount of the Notes validly tendered and not withdrawn pursuant to
the tender offer is $1,167.82. The Offer Consideration includes 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,
and accrued and unpaid interest up to, but not including, the Expiration Date of
$51.66.
The Expiration Date of the tender offer has been extended from 5:00
p.m., New York City time, to 12:00 midnight, 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 if the tender offer is
completed. Holders who tender their Notes are obligated to consent to the
proposed amendments to the Indenture and may not deliver consents without
tendering Notes. Capstar Communications reserves the right for any reason to
terminate the tender offer and solicitation at any time prior to 12:00 midnight,
New York City time, on the Expiration Date.
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.
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
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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
