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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): SEPTEMBER 27, 1999
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CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<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. ("Capstar Communications")
hereby amends its Current Report on Form 8-K filed September 27, 1999 as set
forth herein.
ITEM 5. OTHER EVENTS.
In a press release dated October 13, 1999, a copy of which is filed as
Exhibit 99.2 hereto, Capstar Communications, an indirect subsidiary of AMFM
Inc., announced the amendment and pricing 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.*
99.2 -- Press release, dated October 13, 1999.
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* Previously filed as an exhibit to the Form 8-K of Capstar Communications
filed September 27, 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 13, 1999
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 Press release, dated September 27, 1999.*
99.2 Press release, dated October 13, 1999
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* Previously filed as an exhibit to the Form 8-K of Capstar
Communications, Inc. filed September 27, 1999.
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EXHIBIT 99.2
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. PRICES OFFER TO PURCHASE
OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES
AUSTIN/DALLAS, Texas--(BUSINESS WIRE)--Oct. 13, 1999--Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"), announced today that it has determined the price on, and amended, its
previously announced 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 (the
"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 offer price for each $1,000 in principal amount outstanding on the Notes is
$1,114.17 (the "Tender Offer Consideration"). The total consideration (the
"Total Consideration") is the Tender Offer Consideration plus accrued and unpaid
interest up to, but not including, the Expiration Date (defined below) for a
total of $1,161.95 per $1,000 in principal amount outstanding on the Notes.
Holders who tender their Notes are obligated to consent to the proposed
amendments to the Indenture and may not deliver consents without tendering
Notes. No separate payment will be made for the consents delivered concurrently
with tenders of Notes.
The tender offer will expire at 5:00 p.m., New York City time, on Tuesday,
October 26, 1999, unless extended (the "Expiration Date"). Holders of Notes who
validly tender (and do not withdraw) their Notes at or prior to such time will
receive the Total Consideration. 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.
Consummation of the tender offer and consent solicitation, and payment of the
Tender 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 the 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.
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 or the Information Agent. Additional copies of the Offer to
Purchase and 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 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 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 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.
