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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): JANUARY 6, 2000
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AMFM OPERATING INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-22486 13-3649750
(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)
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 January 11, 2000, a copy of which is filed as
Exhibit 99.1 hereto, AMFM Operating Inc., an indirect subsidiary of AMFM Inc.,
announced the completion of its change of control offer to purchase for cash all
of its outstanding 12 5/8% Senior Subordinated Exchange Debentures due 2006.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 -- Press release, dated January 11, 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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Name: W. Schuyler Hansen
Title: Senior Vice President and Chief
Accounting Officer
Date: January 11, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Press release, dated January 11, 2000.
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EXHIBIT 99.1
AMFM OPERATING INC. COMPLETES CHANGE OF CONTROL OFFER
FOR ITS 12 5/8% SENIOR SUBORDINATED EXCHANGE DEBENTURES DUE 2006
AUSTIN AND DALLAS, TEXAS, JANUARY 11, 2000 -- AMFM Operating Inc., formerly
Capstar Communications, Inc. (the "Company"), an indirect subsidiary of AMFM
Inc. (NYSE:AFM) ("AMFM") announced today that it completed its change of control
offer (the "Change of Control Offer") to purchase its 12 5/8% Senior
Subordinated Exchange Debentures due 2006 (the "12 5/8% Debentures"). The Change
of Control Offer was required following the merger of Capstar Radio Broadcasting
Partners, Inc., SBI Holding Corporation and Chancellor Media Corporation of Los
Angeles, all indirect wholly-owned subsidiaries of AMFM, with and into the
Company on November 19, 1999. The Change of Control Offer commenced on November
29, 1999 and expired at 5:00 p.m., New York City time on Thursday, January 6,
2000 (the "Expiration Date"). The Company paid for all 12 5/8% Debentures
delivered pursuant to the Change of Control Offer today.
As of the Expiration Date, $1,231,000 in aggregate principal amount of the
12 5/8% Debentures had been delivered for repurchase, representing less than one
percent of the aggregate principal amount of the then outstanding 12 5/8%
Debentures. All 12 5/8% Debentures validly delivered to the Company with respect
to the Change of Control Offer were accepted for payment. The United States
Trust Company of New York served as the trustee for the Change of Control Offer.
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 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.
("Clear Channel") pursuant to which, if completed, 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.
CONTACT:
Kevin Mischnick Joseph N. Jaffoni, Stewart Lewack
AMFM Inc. Jaffoni & Collins Incorporated
(512) 340-7800 (212) 835-8500; [email protected]
