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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): MAY 1, 2000
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AMFM OPERATING INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-22486 13-3649750
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1845 WOODALL RODGERS
FREEWAY, SUITE 1300 75201
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (214) 922-8700
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 May 1, 2000, a copy of which is included herein as
Exhibit 99.1, AMFM Operating Inc. ("AMFM Operating"), an indirect subsidiary of
AMFM Inc., announced (i) the commencement of a tender offer to purchase for cash
all of its outstanding 10 1/2% Senior Subordinated Notes due 2007 (the "Notes")
and (ii) the receipt by AMFM Operating of the consent of the holder of the
majority in aggregate principal amount of the Notes to proposed amendments to
eliminate certain restrictive covenants and to amend certain other provisions of
the indenture to which the Notes were issued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated May 1, 2000.
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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.
AMFM OPERATING INC.
(Registrant)
By: /s/ W. Schuyler Hansen
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W. Schuyler Hansen
Senior Vice President and Chief Accounting Officer
Date: May 5, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 - Press release, dated May 1, 2000.
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EXHIBIT 99.1
AMFM OPERATING INC. ANNOUNCES OFFER TO PURCHASE OUTSTANDING
10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 AND AMENDMENTS TO INDENTURE
AUSTIN AND DALLAS, TEXAS, MAY 1, 2000--AMFM Operating Inc. (the "Company"),
an indirect subsidiary of AMFM Inc.(NYSE: AFM), announced today that it has
commenced a tender offer to purchase for cash any and all of its outstanding
10 1/2% Senior Subordinated Notes due 2007 (CUSIP No. 158916AD8) at a price of
$1,096.50 per $1,000 principal amount of the Notes tendered, plus the amount of
accrued and unpaid interest to (but excluding) June 2, 2000, the settlement
date. The offer expires at 5:00 p.m., New York time, on May 30, 2000, unless
extended by the Company.
Prior to the initiation of the offer, the Company received the irrevocable
consent of the holder of the majority in aggregate principal amount of the Notes
to certain amendments which, upon completion of the offer and execution of the
appropriate documents, will eliminate most of the restrictive covenants and
certain other provisions of the indenture pursuant to which the Notes were
issued.
Salomon Smith Barney is acting as dealer-manager in connection with the
offer.
The Company is an indirect subsidiary of AMFM Inc. ("AMFM"), the nation's
largest radio broadcasting entity, consisting of the AMFM Radio Group, including
The AMFM Radio Networks and the Chancellor Marketing Group, Broadcast
Architecture, Inc. and the AMFM New Media Group, including Katz Media and AMFM's
Internet operations. Reflecting announced transactions, excluding the
divestiture of approximately 65 stations in connection with the merger with
Clear Channel Communications, Inc. ("Clear Channel"), AMFM Radio Group consists
of approximately 440 stations in close to 100 markets. 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. Broadcast Architecture is a wholly-owned subsidiary of
AMFM and provides research, consulting and programming services domestically and
internationally. 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 (NYSE:CCU)
pursuant to which AMFM's stockholders would receive 0.94 shares of Clear Channel
common stock for each share of AMFM common stock held on the record date of the
transaction. AMFM will subsequently become a wholly-owned subsidiary of Clear
Channel. Although there can be no assurance, the merger with Clear Channel is
expected to be consummated in the second half of 2000.
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.
CONTACT:
Kevin Mischnick Joseph N. Jaffoni, Stewart Lewack
AMFM Operating Inc. Jaffoni & Collins Incorporated
(512) 340-7800 (212) 835-8500; [email protected]
