<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 8-K/A
(AMENDMENT NO. 4)
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
-------------------------
CAPSTAR COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 0-22486 13-3649750
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
------------------------------ ------------------------ ----------------------
<S> <C> <C>
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
</TABLE>
Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
===============================================================================
<PAGE> 2
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, October 28, 1999 and November 9,
1999, as set forth herein.
ITEM 5. OTHER EVENTS.
In a press release dated November 12, 1999, a copy of which is filed
as Exhibit 99.6 hereto, Capstar Communications, an indirect subsidiary of AMFM
Inc., announced that it had completed 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.(4)
99.6 -- Press release, dated November 12, 1999.
- -------------
(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.
(4) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications filed November 9, 1999.
<PAGE> 3
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
--------------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Date: November 12, 1999
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<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(4)
99.6 Press release, dated November 12, 1999
</TABLE>
- ----------------
(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.
(4) Previously filed as an exhibit to the Form 8-K/A of Capstar
Communications filed November 9, 1999.
<PAGE> 1
EXHIBIT 99.6
CAPSTAR COMMUNICATIONS, INC. COMPLETES
TENDER OFFER FOR SENIOR SUBORDINATED NOTES
AUSTIN AND DALLAS, TEXAS, NOVEMBER 12, 1999 -- Capstar Communications,
Inc. ("Capstar Communications"), an indirect subsidiary of AMFM Inc. (NYSE:AFM)
("AMFM"'), announced today that it has completed its offer to purchase its 10
3/4% Senior Subordinated Notes due 2006 (the "Notes"). Capstar Communications'
cash tender offer and related consent solicitation, which commenced on
September 27, 1999, expired at 12:00 midnight, New York City time, on Tuesday,
November 9, 1999 (the "Expiration Date").
As of the Expiration Date, $293,641,000 aggregate principal amount of
the Notes representing 99.9% of the outstanding Notes had been validly tendered
and not withdrawn. All Notes validly tendered with respect to the tender offer
prior to the Expiration Date were accepted for payment. In addition, Capstar
Communications received the requisite consents to the proposed amendments to
the Indenture pursuant to which the Notes were issued.
Deutsche Bank Securities Inc. served as the Dealer Manager and
MacKenzie Partners, Inc. served as the Information Agent for the tender offer
and consent solicitation.
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.
For more information contact:
Kevin Mischnick
AMFM Inc.
Telephone No. (512) 340-7800
