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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): AUGUST 27, 1999
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CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-22486 13-3034720
(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 5. OTHER EVENTS.
In a press release dated September 16, 1999, a copy of which is filed
as Exhibit 99.1 hereto, Capstar Communications, Inc., an indirect subsidiary of
AMFM Inc., announced the completion of its change of control offer to purchase
for cash all of its outstanding 10 3/4% Senior Subordinated Notes due 2006,
11 3/8% Senior Subordinated Notes due 2000 and 12 5/8% Series E Cumulative
Exchangeable Preferred Stock due October 31, 2006.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 -- Press release, dated September 16, 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/ WILLIAM S. BANOWSKY
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Name: William S. Banowsky, Jr.
Title: Vice President and Secretary
Date: September 16, 1999
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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<S> <C>
99.1 -- Press release, dated September 16, 1999.
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EXHIBIT 99.1
CAPSTAR COMMUNICATIONS COMPLETES CHANGE OF CONTROL OFFER
FOR ITS 10 3/4% AND 11 3/8% SENIOR SUBORDINATED NOTES AND
12 5/8% EXCHANGEABLE PREFERRED STOCK
AUSTIN AND DALLAS, TEXAS, SEPTEMBER 16, 1999 -- Capstar Communications, Inc.
(the "Company"), an indirect subsidiary of AMFM Inc. (NYSE:AFM) ("AMFM,"
formerly Chancellor Media Corporation) announced today that it completed its
change of control offers (the "Change of Control Offers") to purchase,
respectively, its 10 3/4% Senior Subordinated Notes due 2006 (the "10 3/4%
Notes), its 11 3/8% Senior Subordinated Notes due 2000 (the 11 3/8% Notes") and
its 12 5/8% Series E Cumulative Exchangeable Preferred Stock due October 31,
2006 (the "Preferred Stock"). The Change of Control Offers were required
following the acquisition of the Company's former ultimate parent, Capstar
Broadcasting Corporation, by AMFM Inc. The Change of Control Offers for the 10
3/4% Notes and the 11 3/8% Notes commenced on July 22, 1999 and expired at 5:00
p.m., New York City time on Friday, August 27, 1999 (the "Notes Expiration
Date"). The Change of Control Offer for the Preferred Stock commenced on July
27, 1999, and expired at 5:00 p.m., New York City time, on Monday, August 23,
1999 (the "Preferred Stock Expiration Date"). The Company paid for all 10 3/4%
Notes and 11 3/8% Notes delivered pursuant to the respective Change of Control
Offers on Wednesday, September 1, 1999, and shares of Preferred Stock delivered
pursuant to its Change of Control Offer on Thursday, August 26, 1999.
As of the Notes Expiration Date, $318,000 in aggregate principal amount of the
10 3/4% Notes and $100,000 in aggregate principal amount of the 11 3/8% Notes
had been delivered for repurchase, representing 0.1% and 17.6%, respectively, of
the aggregate principal amount of the then outstanding 10 3/4% Notes and 11 3/8%
Notes. As of the Preferred Stock Expiration Date, 73 shares of Preferred Stock
representing 0.005% of the then outstanding shares had been delivered for
repurchase pursuant to the Change of Control Offer. All Notes and shares of
Preferred Stock validly delivered to the Company with respect to the Change of
Control Offers were accepted for payment.
The Chase Manhattan Bank served as the Dealer Manager for the Change of Control
Offers with respect to the 10 3/4% and 11 3/8% Notes. The Bank of New York
served as the Dealer Manager for the Change of Control Offer with respect to the
Preferred Stock.
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, AMFM Radio Group with approximately 451 stations in 101 markets
reaches a weekly listener base of 65 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.
CONTACT:
Kevin Mischnick Joseph N. Jaffoni, Stewart Lewack
AMFM Inc. Jaffoni & Collins Incorporated
(512) 340-7800 (212) 835-8500; [email protected]
