<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CAPSTAR BROADCASTING CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
14067G 10 5
(CUSIP Number)
THOMAS O. HICKS
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
WILLIAM S. BANOWSKY, JR. MICHAEL D. WORTLEY
CAPSTAR BROADCASTING CORPORATION VINSON & ELKINS L.L.P.
600 CONGRESS AVENUE, SUITE 1400 3700 TRAMMELL CROW CENTER
AUSTIN, TEXAS 78701 2001 ROSS AVENUE
(512) 340-7800 DALLAS, TEXAS 75201
(214) 220-7732
MAY 26, 1998
(Date of Event which Requires Filing of this Statement on Schedule 13D)
================================================================================
<PAGE> 2
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Thomas O. Hicks
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
PF;OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 4,790,703
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,640,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
4,790,703
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
67,071,993
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
74,431,362
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
69.11%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) HMTF Operating, Inc., a Delaware corporation ("HMTF Operating"),
is a party to that certain stockholders agreement dated as of October 16, 1996,
as amended (the "Stockholders Agreement"), among Capstar Broadcasting
Corporation, a Delaware corporation (the "Company") and the stockholders of the
Company listed therein. The Stockholders Agreement requires that the
stockholders of the Company who are parties thereto vote their shares of common
stock of the Company (i) in favor of the election to the Board of Directors of
the Company of such individuals as may be designated by HMTF Operating and its
affiliates and (ii) on other matters so as to give effect to the agreements
contained in the Stockholders Agreement. The parties to the Stockholders
Agreement may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. Thomas O. Hicks is not a party to
the Stockholders Agreement. Thomas O. Hicks, however, is a controlling person,
the Chairman of the Board and Chief Executive Officer of HMTF Operating and may
be deemed to be a member of such group. Thomas O. Hicks expressly disclaims
membership in such group in regard to shares of common stock of the Company
owned of record by Thomas O. Hicks or any trusts for which Thomas O. Hicks is a
trustee and which are not parties to the Stockholders Agreement.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 2 of 28
<PAGE> 3
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Operating, Inc.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
(1) HMTF Operating, Inc., a Delaware corporation ("HMTF Operating"),
is a party to that certain stockholders agreement dated as of October 16, 1996,
as amended (the "Stockholders Agreement"), among Capstar Broadcasting
Corporation, a Delaware corporation (the "Company") and the stockholders of the
Company listed therein. The Stockholders Agreement requires that the
stockholders of the Company who are parties thereto vote their shares of common
stock of the Company (i) in favor of the election to the Board of Directors of
the Company of such individuals as may be designated by HMTF Operating and its
affiliates and (ii) on other matters so as to give effect to the agreements
contained in the Stockholders Agreement. The parties to the Stockholders
Agreement, including HMTF Operating, may be deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 3 of 28
<PAGE> 4
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Capstar Boston Partners, L.L.C.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power
272,727
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 4 of 28
<PAGE> 5
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Capstar BT Partners, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power
5,119,724
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 5 of 28
<PAGE> 6
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Capstar Broadcasting Partners, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power
61,674,542
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 6 of 28
<PAGE> 7
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM3/GP Partners, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
5,392,451
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
(1) Capstar BT Partners, L.P., a Delaware limited partnership
("Capstar BT"), and Capstar Boston Partners, L.L.C., a Delaware limited
liability company ("Capstar Boston"), are parties to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement may be deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. The reporting person is not a party to the Stockholders
Agreement. The reporting person, however, is the general partner of Capstar BT
and the managing member of Capstar Boston and may be deemed a member of such
group.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 7 of 28
<PAGE> 8
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse GP Partners III, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
5,392,451
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
(1) Capstar BT Partners, L.P., a Delaware limited partnership ("Capstar BT"),
and Capstar Boston Partners, L.L.C., a Delaware limited liability company
("Capstar Boston"), are parties to that certain stockholders agreement dated as
of October 16, 1996, as amended (the "Stockholders Agreement"), among Capstar
Broadcasting Corporation, a Delaware corporation (the "Company"), HMTF
Operating, Inc., a Delaware corporation ("HMTF Operating"), and the
stockholders of the Company listed therein. The Stockholders Agreement
requires that the stockholders of the Company who are parties thereto vote
their shares of common stock of the Company (i) in favor of the election to the
Board of Directors of the Company of such individuals as may be designated by
HMTF Operating and its affiliates and (ii) on other matters so as to give
effect to the agreements contained in the Stockholders Agreement. The parties
to the Stockholders Agreement may be deemed to be members of a group under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The
reporting person is not a party to the Stockholders Agreement. The reporting
person, however, is the general partner of HM3/GP Partners, L.P., which is the
general partner of Capstar BT and the managing member of Capstar Boston, and
may be deemed a member of such group.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 8 of 28
<PAGE> 9
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse Fund III Incorporated
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
5,392,451
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
(1) Capstar BT Partners, L.P., a Delaware limited partnership
("Capstar BT"), and Capstar Boston Partners, L.L.C., a Delaware limited
liability company ("Capstar Boston"), are parties to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement may be deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. The reporting person is not a party to the Stockholders
Agreement. The reporting person, however, is the general partner of Hicks,
Muse GP Partners III, L.P., which is the general partner of HM3/GP Partners,
L.P., which is the general partner of Capstar BT and the managing member of
Capstar Boston, and may be deemed a member of such group.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 9 of 28
<PAGE> 10
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM3/Capstar Partners, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
61,674,542
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
(1) Capstar Broadcasting Partners, L.P., a Delaware limited
partnership ("Capstar LP") is a party to that certain stockholders agreement
dated as of October 16, 1996, as amended (the "Stockholders Agreement"), among
Capstar Broadcasting Corporation, a Delaware corporation (the "Company"), HMTF
Operating, Inc., a Delaware corporation ("HMTF Operating"), and the
stockholders of the Company listed therein. The Stockholders Agreement
requires that the stockholders of the Company who are parties thereto vote
their shares of common stock of the Company (i) in favor of the election to the
Board of Directors of the Company of such individuals as may be designated by
HMTF Operating and its affiliates and (ii) on other matters so as to give
effect to the agreements contained in the Stockholders Agreement. The parties
to the Stockholders Agreement may be deemed to be members of a group under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The
reporting person is not a party to the Stockholders Agreement. The reporting
person, however, is the general partner of Capstar LP and may be deemed a
member of such group.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 10 of 28
<PAGE> 11
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM3/Capstar, Inc.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
0
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
61,674,542
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
(1) Capstar Broadcasting Partners, L.P., a Delaware limited
partnership ("Capstar LP") is a party to that certain stockholders agreement
dated as of October 16, 1996, as amended (the "Stockholders Agreement"), among
Capstar Broadcasting Corporation, a Delaware corporation (the "Company"), HMTF
Operating, Inc., a Delaware corporation ("HMTF Operating"), and the
stockholders of the Company listed therein. The Stockholders Agreement
requires that the stockholders of the Company who are parties thereto vote
their shares of common stock of the Company (i) in favor of the election to the
Board of Directors of the Company of such individuals as may be designated by
HMTF Operating and its affiliates and (ii) on other matters so as to give
effect to the agreements contained in the Stockholders Agreement. The parties
to the Stockholders Agreement may be deemed to be members of a group under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The
reporting person is not a party to the Stockholders Agreement. The reporting
person, however, is the general partner of HM3/Capstar Partners, L.P., which is
the general partner of Capstar LP, and may be deemed a member of such group.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 11 of 28
<PAGE> 12
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Shelly Mabry Ellard
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
2,000
-----------------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 12 of 28
<PAGE> 13
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Jason Mabry
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
2,000
-----------------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 13 of 28
<PAGE> 14
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Kristen Lea Hicks
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
2,000
-----------------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
63,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 14 of 28
<PAGE> 15
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
R. Steven Hicks
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
PF;OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
2,557,666
-----------------------------------------------------------------
10 Shared Dispositive Power(2)
1,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. The reporting person expressly
disclaims membership in such group in regard to 1,000 shares of common stock
owned of record by his wife, which shares are not subject to the Stockholders
Agreement.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 15 of 28
<PAGE> 16
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Mr. Larry D. Taylor as custodian for Brandon Vaughn Hicks and Robert S.
Hicks, Jr. under the Texas Uniform Gifts to Minors Act
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group(1)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by 8 Shared Voting Power(2)
Each
Reporting 69,635,659
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
5,000
-----------------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (2)
69,635,659
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
67.57%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
(1) The reporting person is a party to that certain stockholders
agreement dated as of October 16, 1996, as amended (the "Stockholders
Agreement"), among Capstar Broadcasting Corporation, a Delaware corporation
(the "Company"), HMTF Operating, Inc., a Delaware corporation ("HMTF
Operating"), and the stockholders of the Company listed therein. The
Stockholders Agreement requires that the stockholders of the Company who are
parties thereto vote their shares of common stock of the Company (i) in favor
of the election to the Board of Directors of the Company of such individuals as
may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. The parties to the Stockholders Agreement, including the reporting
person, may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
(2) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 16 of 28
<PAGE> 17
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this Schedule 13D relates is the
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of
Capstar Broadcasting Corporation, a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 600 Congress Avenue,
Suite 1400, Austin, Texas 78701.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Thomas O. Hicks, a United States
citizen, HMTF Operating, Inc., a Delaware corporation ("HMTF Operating"),
Capstar Boston Partners, L.L.C., a Delaware limited liability company ("Capstar
Boston"), Capstar BT Partners, L.P., a Delaware limited partnership ("Capstar
BT"), Capstar Broadcasting Partners, L.P., a Delaware limited partnership
("Capstar LP"), HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP"),
Hicks, Muse GP Partners III, L.P., a Texas limited partnership, Hicks, Muse Fund
III Incorporated, a Texas corporation ("Fund III Inc."), HM3/Capstar Partners,
L.P., a Texas limited partnership ("HM3/Capstar LP"), HM3/Capstar, Inc., a Texas
corporation, Shelly Mabry Ellard, a United States citizen, Jason Mabry, a United
States citizen, Kristen Lea Hicks, a United States citizen, R. Steven Hicks, a
United States citizen, and Larry D. Taylor as custodian for Brandon Vaughn Hicks
and Robert S. Hicks, Jr. under the Texas Uniform Gifts to Minors Act (the
"TUGMA"), a United States citizen. Thomas O. Hicks, HMTF Operating, Capstar
Boston, Capstar BT, Capstar LP, HM3/GP, Hicks, Muse GP Partners III, L.P., Fund
III Inc., HM3/Capstar LP, HM3/Capstar, Inc., Shelly Mabry Ellard, Jason Mabry,
Kristen Lea Hicks, R. Steven Hicks and Larry D. Taylor as custodian for Brandon
Vaughn Hicks and Robert S. Hicks, Jr. under the TUGMA are collectively referred
to herein as the "Reporting Persons." Each Reporting Person disclaims
responsibility for the completeness and accuracy of the information contained in
this Schedule 13D concerning the other Reporting Persons.
Thomas O. Hicks is a controlling person, the Chairman of the Board, and
Chief Executive Officer of HMTF Operating, a private investment firm primarily
engaged in leveraged acquisitions, recapitalizations, and other principal
investing activities. Thomas O. Hicks is also the sole stockholder, Chairman of
the Board, President and Chief Executive Officer of Fund III Inc., which is the
general partner of Hicks, Muse GP Partners III, L.P., which is the general
partner of HM3/GP, which is the managing member of Capstar Boston and the
general partner of Capstar BT. In addition, Thomas O. Hicks is the sole
stockholder, Chairman of the Board, President, Chief Executive Officer and Chief
Operating Officer of HM3/Capstar, Inc., which is the general partner of
HM3/Capstar LP, which is the general partner of Capstar LP. Capstar LP, Capstar
Boston and Capstar BT primarily engage in the acquiring, holding, voting, and
selling or otherwise disposing of capital stock of the Company. The principal
business address of Thomas O. Hicks, HMTF Operating, Fund III Inc., Hicks, Muse
GP Partners III, L.P., HM3/GP, Capstar Boston, Capstar BT, HM3/Capstar, Inc.,
HM3/Capstar LP and Capstar LP is 200 Crescent Court, Suite 1600, Dallas, Texas
75201.
The business address of R. Steven Hicks, Shelly Mabry Ellard, Jason
Mabry, Kristen Lea Hicks and Larry Taylor is 600 Congress Avenue, Suite 1400,
Austin, Texas 78701. R. Steven Hicks serves as the Chief Executive Officer, the
President and a director of the Company. Shelly Mabry Ellard, Jason Mabry, and
Kristen Lea Hicks are not employed. Larry Taylor is self-employed as a business
consultant.
The Company and HMTF Operating, Capstar Boston, Capstar BT, Capstar LP,
R. Steven Hicks, Shelly Mabry Ellard, Jason Mabry, Kristen Lea Hicks, Larry D.
Taylor as custodian for Brandon Vaughn Hicks and Robert S. Hicks, Jr. under the
TUGMA and R. Steven Hicks as custodian for Dean McClure Taylor are parties to
that certain stockholders agreement dated as of October 16, 1996, as amended
(the "Stockholders Agreement"). A copy of the Stockholders Agreement is attached
hereto and is incorporated herein by reference. The Stockholders Agreement
requires that the stockholders of the Company who are parties thereto vote their
shares of common stock of the Company (i) in favor of the election to the Board
of Directors of the Company of such individuals as may be designated by HMTF
Operating and its affiliates and (ii) on other matters so as to give effect to
the agreements contained in the Stockholders Agreement.
Page 17 of 28
<PAGE> 18
The parties to the Stockholders Agreement may be deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Thomas O. Hicks, HM3/GP, Hicks, Muse GP Partners III, L.P., Fund III Inc.,
HM3/Capstar LP and HM3/Capstar, Inc. are not parties to the Stockholders
Agreement. Thomas O. Hicks, however, may be deemed to be a member of such group
due to his relationship with HMTF Operating, Capstar Boston, Capstar BT and
Capstar LP. Thomas O. Hicks expressly disclaims membership in such group in
regard to shares of common stock of the Company owned of record by Thomas O.
Hicks or by any trusts for which Thomas O. Hicks is a trustee and which are not
parties to the Stockholders Agreement. HM3/Capstar, Inc. is the general partner
of HM3/Capstar Partners, L.P., which is the general partner of Capstar LP, and,
accordingly, HM3/Capstar, Inc. and HM3/Capstar Partners, L.P. may be deemed
members of such group. Fund III Inc. is the general partner of Hicks, Muse GP
Partners III, L.P., which is the general partner of HM3/GP, which is the general
partner of Capstar BT and the managing member of Capstar Boston, and,
accordingly, Fund III Inc., Hicks, Muse GP Partners III, L.P., and HM3/GP may be
deemed members of such group. R. Steven Hicks expressly disclaims membership in
such group in regard to 1,000 shares of Class A Common Stock owned of record by
his wife, which shares are not subject to the Stockholders Agreement.
None of the Reporting Persons, during the last five years, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 26, 1998, Thomas O. Hicks utilized $1,948,450 of his personal
funds to purchase 102,550 shares of Class A Common Stock individually.
On May 26, 1998, six trusts for which Thomas O. Hicks serves as the
trustee and which are for the benefit of parties related to Thomas O. Hicks (the
"Related Party Trusts") purchased an aggregate of 51,240 shares of Class A
Common Stock for $973,560. The source of funds for the purchase of shares of
Class A Common Stock by each of the Related Party Trusts was the personal funds
of Thomas O. Hicks.
On May 26, 1998, a trust maintained for the benefit of the children of
one of Thomas O. Hicks' business associates and for which Thomas O. Hicks serves
as co-trustee (the "Unrelated Trust") purchased an aggregate of 5,000 shares of
Class A Common Stock for $95,000. The source of funds for the purchase of shares
of Class A Common Stock the Unrelated Trust was the personal funds of John R.
Muse.
On May 26, 1998, Larry D. Taylor as custodian for Brandon Vaughn Hicks
under the TUGMA acquired 1,000 shares of Class A Common Stock for $19,000 with
the personal funds of Brandon Vaughn Hicks.
On May 26, 1998, the wife of R. Steven Hicks acquired 1,000 shares of
Class A Common Stock for $19,000 with the personal funds of R. Steven Hicks.
See Item 5 for a summary description of the source and amount of funds
or other consideration used in making purchases of the shares of Class A Common
Stock beneficially owned by the Reporting Persons and not previously reported.
ITEM 4. PURPOSE OF THE TRANSACTION.
The shares of Class A Common Stock purchased by Thomas O. Hicks, Larry
D. Taylor as custodian for Brandon Vaughn Hicks under the TUGMA, the Related
Party Trusts and the Unrelated Trust have been acquired for investment purposes.
Page 18 of 28
<PAGE> 19
(a), (c), (d), (e), (f), (g), (h), (i) and (j) None of the Reporting
Persons have plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iii) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Company's board of directors; (iv) any material change in the
present capitalization or dividend policy of the Company; (v) any other material
change in the Company's business or corporate structure, including but not
limited to, if the Company is a registered closed-end investment company, and
any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of 1940; (vi)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (vii) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(viii) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
(b) With the exception of Thomas O. Hicks, none of the Reporting
Persons have plans or proposals which relate to or would result in an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries. Thomas O. Hicks
has publicly stated that a possible combination of the Company and Chancellor
Media Corporation is under serious consideration by Hicks, Muse, Tate & Furst
Incorporated ("HMT&F"), an affiliate of HMTF Operating and a private investment
firm primarily engaged in leveraged acquisitions, recapitalizations, and other
principal investing activities. However, no combination proposal is being
prepared at this time by HMT&F or, to Thomas O. Hicks' knowledge, the Company
and Chancellor Media Corporation. If made, any such proposal would require
various prior approvals, including approvals of the respective Boards of
Directors of the Company and Chancellor Media Corporation, the limited partners
(or a committee thereof) of the investment fund controlled by HMT&F that owns
the indirect majority economic interest of the Company, the Federal
Communications Commission, and, under certain circumstances, the stockholders of
Chancellor Media Corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As described in Item 2 of this Schedule 13D, the Reporting
Persons may be deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. As a group, the Reporting Persons
(other than Thomas O. Hicks whose beneficial ownership is described below) may
be deemed to beneficially own, and share voting power of, 69,635,659 shares of
Class A Common Stock, representing approximately 67.57% of the total outstanding
shares of Class A Common Stock. Of the 69,635,659 shares, 272,727 shares of
Class A Common Stock are owned of record by Capstar Boston, 5,119,724 shares of
Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the
Company are owned of record by Capstar BT, 61,674,542 shares of Class C Common
Stock, par value $0.01 per share ("Class C Common Stock" and, together with the
Class A Common Stock and the Class B Common Stock, the "Common Stock"), of the
Company are owned of record by Capstar LP, 2,000 shares of Class C Common Stock
are owned of record by Shelly Mabry Ellard, 2,000 shares of Class C Common Stock
are owned of record by Jason Mabry, 2,000 shares of Class C Common Stock are
owned of record by Kristen Lea Hicks, 1,487,447 shares of Class C Common Stock
are owned of record by R. Steven Hicks, 19,834 shares of Class A Common Stock
are immediately issuable to R. Steven Hicks upon the exercise of stock options
of R. Steven Hicks that are currently vested, 2,833 shares of Class A Common
Stock are subject to stock options of R. Steven Hicks that will be exercisable
within 60 days, 1,047,052 shares of Class C Common Stock are immediately
purchasable by R. Steven Hicks upon the exercise of certain warrants granted by
the Company to R. Steven Hicks, 3,000 shares are owned of record by Larry D.
Taylor as custodian for Brandon Vaughn Hicks under the TUGMA, 2,000 shares are
owned of record by Larry D. Taylor as custodian for Robert S. Hicks, Jr. under
the TUGMA, and 500 shares are owned of record by R. Steven Hicks as custodian
for Dean McClure Taylor under the TUGMA. Class B Common Stock and Class C Common
Stock is convertible at the option of the holder thereof into Class A Common
Stock.
Thomas O. Hicks may be deemed to beneficially own 74,431,362 shares of
Class A Common Stock, representing approximately 69.11% of the total outstanding
shares of Class A Common Stock. Of such shares, Thomas O. Hicks has sole voting
and dispositive power with respect to 4,790,703 shares, shared voting and
dispositive power
Page 19 of 28
<PAGE> 20
with respect to 67,071,993 shares, and shared voting power with respect to
2,568,666 shares as a result of the relationships described in the paragraphs
below.
Of the 4,790,703 shares for which Thomas O. Hicks has sole voting and
dispositive power, 102,550 shares of Class A Common Stock are owned of record by
Thomas O. Hicks, 4,636,913 shares of Class C Common Stock, par value $0.01 per
share ("Class C Common Stock"), of the Company are owned of record by Thomas O.
Hicks, and 51,240 shares of Class A Common Stock are owned of record by Thomas
O. Hicks as the trustee of each of the Related Party Trusts. The shares of Class
C Common Stock owned of record by Thomas O. Hicks were acquired on July 8, 1997,
in exchange for shares of capital stock of a broadcasting entity then acquired
by the Company with a transaction value of approximately $13.30 per share.
Of the 67,071,993 shares for which Thomas O. Hicks has shared voting
and dispositive power, 5,000 shares of Class A Common Stock are owned of record
by the Unrelated Trust for which Thomas O. Hicks serves as co-trustee, 272,727
shares of Class A Common Stock are owned of record by Capstar Boston, 5,119,724
shares of Class B Common Stock are owned of record by Capstar BT, and 61,674,542
shares of Class C Common Stock are owned of record by Capstar LP. Thomas O.
Hicks is the sole stockholder, Chairman of the Board, President and Chief
Executive Officer of Fund III Inc., which is the general partner of Hicks, Muse
GP Partners III, L.P., which is the general partner of HM3/GP, which is the
managing member of Capstar Boston and the general partner of Capstar BT. Thomas
O. Hicks is the sole stockholder, Chairman of the Board, President, Chief
Executive Officer and Chief Operating Officer of HM3/Capstar, Inc., which is the
general partner of HM3/Capstar LP, which is the general partner of Capstar LP.
In addition, Thomas O. Hicks may be deemed a member of the group (described
previously) in which Capstar BT, Capstar Boston and Capstar LP are members.
Accordingly, Thomas O. Hicks may be deemed to be the beneficial owner of the
shares of Common Stock owned of record by Capstar Boston, Capstar BT and Capstar
LP.
Of the 2,568,666 shares for which Thomas O. Hicks has shared voting
power, such shares are owned of record by Shelly Mabry Ellard, Jason Mabry,
Kristen Lea Hicks, R. Steven Hicks, Larry D. Taylor as custodian for Brandon
Vaughn Hicks and Robert S. Hicks, Jr. under the TUGMA, and R. Steven Hicks as
custodian for Dean McClure Taylor under the TUGMA in the amounts set forth
previously in this Item 5.
Each of the Reporting Persons (other than Thomas O. Hicks whose
beneficial ownership has been described) may be deemed to beneficially own
69,635,659 shares of Class A Common Stock, representing approximately 69.11% of
the total outstanding shares of Class A Common Stock, by virtue of their
membership in the group. All of such Reporting Persons may be deemed to have
shared voting power of the 69,635,659 shares. Of such amount, (i) Capstar Boston
has shared dispositive power of 272,727 shares of Class A Common Stock, (ii)
Capstar BT has shared dispositive power of 5,119,724 shares of Class B Common
Stock, (iii) Capstar LP, HM3/Capstar LP and HM3/Capstar, Inc. have shared
dispositive power of 61,674,542 shares of Class C Common Stock, (iv) HM3/GP,
Hicks, Muse GP Partners III, L.P. and Fund III Inc. have shared dispositive
power of 272,727 shares of Class A Common Stock and 5,119,724 shares of Class B
Common Stock, (v) Shelly Mabry Ellard has sole dispositive power of 2,000 shares
of Class C Common Stock, (vi) Jason Mabry has sole dispositive power of 2,000
shares of Class C Common Stock, (vii) Kristen Lea Hicks has sole dispositive
power of 2,000 shares of Class C Common Stock, (viii) R. Steven Hicks has sole
dispositive power of the 2,557,166 shares of Common Stock that are owned of
record, or may be acquired, by R. Steven Hicks (as previously described in this
Item 5), (ix) Larry D. Taylor has sole dispositive power of 5,000 shares of
Class C Common Stock as custodian of Brandon Vaughn Hicks and Robert S. Hicks,
Jr. under the TUGMA and (x) R. Steven Hicks has sole dispositive power of 500
shares of Class A Common Stock as custodian of Dean McClure Taylor under the
TUGMA. R. Steven Hicks has shared voting and dispositive power of the shares of
Class A Common Stock owned of record by his wife.
The 272,727 shares of Class A Common Stock owned of record by Capstar
Boston were acquired on April 10, 1997 for $11.00 per share with cash on hand of
Capstar Boston from capital contributions of its members. Of the 5,119,724
shares of Class B Common Stock owned of record by Capstar BT, 1,818,181 shares
were acquired on February 20, 1997 for $11.00 per share, 837,746 shares were
acquired on July 8, 1997 for approximately $13.30 per share, 558,496 shares were
acquired on January 26, 1998 for $13.30 per share, and 1,905,301 shares were
acquired on April 10, 1998 for $14.00 per share. All of such shares of Class B
Common Stock were acquired with cash on hand of
Page 20 of 28
<PAGE> 21
Capstar BT from capital contributions of its sole limited partner. Of the
61,674,542 shares of Class C Common Stock owned of record by Capstar LP,
9,000,000 shares were acquired on October 16, 1996 for $10.00 per share,
3,163,452 shares were acquired on February 20, 1997 for $11.00 per share,
5,639,097 shares were acquired on July 8, 1997 for $13.30 per share, 75,000
shares with a deemed value of $10.00 per share were contributed to Capstar BT by
a limited partner on August 6, 1997, 7,518,797 shares were acquired on January
27, 1998 for $13.30 per share, 11,278,195 shares were acquired on February 4,
1998 for $13.30 per share, 21,428,571 shares were acquired on March 19, 1998 for
$14.00 per share, and 3,571,430 shares were acquired on April 3, 1998 for $14.00
per share. All of such shares of Class C Common Stock were acquired with cash on
hand of Capstar LP from capital contributions of its general and limited
partners.
Of the 1,487,447 shares of Class C Common Stock owned of record by R.
Steven Hicks, 300,000 shares were acquired with personal funds on October 16,
1996 for $10.00 per share, 10,000 shares of Class C Common Stock were acquired
by R. Steven Hicks with personal funds on January 27, 1997 for $10.00 per share,
and 1,187,947 shares were acquired on July 8, 1997, in exchange for shares of
capital stock of an entity then acquired by the Company with a transaction value
of approximately $13.30 per share. Subsequently, R. Steven Hicks transferred by
gift (i) 10,000 shares of Class C Common Stock to Shelly Mabry Ellard, Jason
Mabry, Kristen Lea Hicks, Larry D. Taylor as custodian for Brandon Vaughn Hicks
under the Texas Uniform Gifts to Minors Act ("TUGMA") and Larry D. Taylor as
custodian for Brandon Vaughn Hicks under the TUGMA, and (ii) 500 shares of Class
A Common Stock (upon conversion of 500 shares of Class C Common Stock to R.
Steven Hicks as custodian for Dean McClure Taylor under the TUGMA.
Each of the Reporting Persons expressly disclaims beneficial ownership
with respect to any shares of Common Stock not owned by such Reporting Person of
record.
(c) In addition to the Acquisitions disclosed in this Schedule 13D, the
Reporting Persons may be deemed to have effected the following transactions
within the last sixty days:
On April 3, 1998, the Company sold 3,571,430 shares of Class C Common
Stock to Capstar LP for a purchase price of $14.00 per share.
On April 10, 1998, the Company sold 1,905,301 shares of Class B Common
Stock to Capstar BT for a purchase price of $14.00 per share.
On May 18, 1998, the Company exchanged 1,200,064 shares of Class C
Common Stock for the same number of shares of Class B Common Stock held of
record by Thomas O. Hicks. The Company received no cash consideration.
All of such transactions described in this paragraph (c) were private
transactions effected in reliance upon the exemption from registration provided
in Section 4(2) of the Securities Act of 1933.
(d) The right to receive dividends on, and proceeds from the sale of,
the 5,119,724 shares of Class B Common Stock held of record by Capstar BT is
governed by its limited partnership agreement, and such dividends or proceeds
may be distributed with respect to the general and limited partnership interests
in Capstar BT.
The right to receive dividends on, and proceeds from the sale of, the
61,674,542 shares of Class C Common Stock held of record by Capstar LP is
governed by its limited partnership agreement, and such dividends or proceeds
may be distributed with respect to the general and limited partnership interests
in Capstar LP.
The right to receive dividends on, and proceeds from the sale of, the
272,727 shares of Class A Common Stock held of record by Capstar Boston is
governed by its limited liability company agreement, and such dividends or
proceeds may be distributed with respect to the membership interests in Capstar
Boston.
The parties to the Stockholders Agreement (other than Capstar Boston,
Capstar BT and Capstar LP) described in paragraph (b) above have the right to
receive dividends on, and proceeds from the sale of, the 2,568,666 shares of
Common Stock held of record by such parties.
Page 21 of 28
<PAGE> 22
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Stockholders Agreement requires, among other things, that the
stockholders of the Company who are parties thereto vote their shares of Common
Stock (i) in favor of the election to the Board of Directors of such individuals
as may be designated by HMTF Operating and its affiliates and (ii) on other
matters so as to give effect to the agreements contained in the Stockholders
Agreement. If certain conditions are met, including R. Steven Hicks serving as
the Company's President and Chief Executive Officer or beneficially holding not
less than 3% of the fully-diluted Common Stock of the Company, the Stockholders
Agreement provides that R. Steven Hicks shall be one of such designees to serve
on the Company's Board of Directors. The Stockholders Agreement also provides
that the parties thereto may require the Company, subject to certain
registration volume limitations, to effect up to three demand registrations of
their Common Stock under the Securities Act of 1933. In addition, the
Stockholders Agreement provides that in the event the Company proposes to
register any shares of its Common Stock under the Securities Act of 1933,
whether or not for its own account, the parties thereto will be entitled, with
certain exceptions, to include their shares of Common Stock in such
registration. The foregoing summary of the Stockholders Agreement is qualified
in its entirety by reference to the Stockholders Agreement, a copy of which is
attached hereto and incorporated herein by reference.
Thomas O. Hicks is a party to that certain amended and restated
stockholders agreement dated as of May 18, 1998 (together with the Stockholders
Agreement, the "Stockholders Agreements"), with the Company and other
stockholders of the Company, pursuant to which parties thereto may require the
Company, subject to certain registration volume limitations, to effect up to
three demand registrations of their Common Stock under the Securities Act of
1933. The stockholders agreement also provides that in the event the Company
proposes to register any shares of its Common Stock under the Securities Act of
1933, whether or not for its own account, the parties thereto will be entitled,
with certain exceptions, to include their shares of Common Stock in such
registration. The foregoing summary of such stockholders agreement is qualified
in its entirety by reference to the stockholders agreement, a copy of which is
attached hereto and incorporated herein by reference.
In connection with the initial public offering of the Company, which
commenced on May 26, 1998, each of Thomas O. Hicks, Capstar Boston, Capstar BT,
Capstar LP, Shelly Mabry Ellard, Jason Mabry, Kristen Lea Hicks, R. Steven
Hicks, Larry D. Taylor as custodian for Brandon Vaughn Hicks under the TUGMA,
Larry D. Taylor as custodian for Robert S. Hicks, Jr. under the TUGMA, and R.
Steven Hicks as custodian for Dean McClure Taylor under the TUGMA entered into
lock-up letter agreements with the Company and Credit Suisse First Boston
Corporation ("First Boston"), BT Alex. Brown Incorporated, Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston (Europe) Limited, BT Alex. Brown
International and Morgan Stanley & Co. International Limited, pursuant to which
each of Thomas O. Hicks, Capstar Boston, Capstar BT, Capstar LP, Shelly Mabry
Ellard, Jason Mabry, Kristen Lea Hicks, R. Steven Hicks, Larry D. Taylor as
custodian for Brandon Vaughn Hicks under the TUGMA, Larry D. Taylor as custodian
for Robert S. Hicks, Jr. under the TUGMA, and R. Steven Hicks as custodian for
Dean McClure Taylor under the TUGMA has agreed, for a period of 180 days
commencing on May 27, 1998, not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Class A Common Stock
or securities convertible into or exchangeable or exercisable for any shares of
Class A Common Stock, or publicly disclose the intention to make any such offer,
sale, pledge or disposal without the prior written consent of First Boston,
except for certain limited exceptions. The foregoing summary of the lock-up
letter agreement is qualified in its entirety by reference to the form of the
lock-up letter agreement attached hereto and incorporated herein by reference.
In connection with the initial public offering of the Company, which
commenced on May 26, 1998, each of Thomas O. Hicks, Capstar Boston, Capstar BT,
Capstar LP, Shelly Mabry Ellard, Jason Mabry, Kristen Lea Hicks, R. Steven
Hicks, Larry D. Taylor as custodian for Brandon Vaughn Hicks under the TUGMA,
Larry D. Taylor, as custodian for Robert S. Hicks, Jr. under the TUGMA, and R.
Steven Hicks as custodian for Dean McClure Taylor under the TUGMA entered into
registration rights waiver letter agreements with the Company waiving his or its
demand registration rights under the Stockholders Agreements for a period of 180
days commencing on May 27, 1998. The foregoing summary of the registration
rights waiver letter agreement is qualified in its entirety by reference to the
form of the registration rights waiver letter agreement attached hereto and
incorporated herein by reference.
Page 22 of 28
<PAGE> 23
<TABLE>
<CAPTION>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<S> <C> <C>
(a) Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Broadcasting Partners, Inc., HMTF Operating
(formerly named Hicks, Muse, Tate & Furst Incorporated), R.
Steven Hicks and the securityholders listed therein. (1)
(b) First Amendment and Supplement to Affiliate Stockholders
Agreement, dated January 27, 1997, by and among Capstar
Broadcasting Partners, Inc., the securityholders listed
therein and HMTF Operating. (1)
(c) Second Amendment to Affiliate Stockholders Agreement, dated
February 20, 1997, by and among Capstar Broadcasting Partners,
Inc., the securityholders listed therein and HMTF Operating.
(2)
(d) Third Amendment to Affiliate Stockholders Agreement, dated
June 20, 1997, by and among the Company, Capstar Broadcasting
Partners, Inc., the securityholders listed therein and HMTF
Operating. (3)
(e) Fourth Amendment to Affiliate Stockholders Agreement, dated
May 18, 1998, by and among the Company, the securityholders
listed therein and HMTF Operating. (4)
(f) Amended and Restated Stockholders Agreement dated May 18,
1998, among the Company, the security holders listed therein
and HMTF Operating. (4)
(g) Form of Lock-Up Letter Agreement.*
(h) Form of Registration Rights Waiver Letter Agreement.*
(i) Power of Attorney for Thomas O. Hicks.*
(j) Power of Attorney for Shelly Mabry Ellard.*
(k) Power of Attorney for Jason Mabry.*
(l) Power of Attorney for Kristen Lea Hicks.*
(m) Power of Attorney for R. Steven Hicks.*
(n) Power of Attorney for Larry D. Taylor, as custodian for
Brandon Vaughn Hicks.*
(o) Power of Attorney for Larry D. Taylor, as custodian for Robert
S. Hicks, Jr.*
(p) Power of Attorney for R. Steven Hicks, as custodian for Dean
McClure Taylor.*
(q) Joint Filing Statement, dated June 5, 1998, among Thomas O.
Hicks, Capstar Boston, Capstar BT, Capstar LP, HM3/GP, Hicks,
Muse GP Partners III, L.P., Fund III Inc., HM3/Capstar LP,
HM3/Capstar, Inc., Shelly Mabry Ellard, Jason Mabry, Kristen
Lea Hicks, R. Steven Hicks, Larry D. Taylor as custodian for
Brandon Vaughn Hicks, Larry D. Taylor as custodian for Robert
S. Hicks, Jr., and R. Steven Hicks as custodian for Dean
McClure Taylor.*
</TABLE>
- ----------------------
* Filed herewith.
Page 23 of 28
<PAGE> 24
(1) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Registration Statement on Form S-1, dated April 16, 1997, File No.
333-25623.
(2) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
File No. 333-25638.
(3) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Amendment No. 1 to Registration Statement on Form S-4, dated July 8,
1997, File No. 333-25638.
(4) Incorporated by reference to the Company's Amendment No. 5 to
Registration Statement on Form S-1, dated May 26, 1998, File No.
333-48819.
Page 24 of 28
<PAGE> 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 5, 1998 THOMAS O. HICKS
By: /s/ David W. Knickel
------------------------------------
David W. Knickel, Attorney-in-Fact
Dated: June 5, 1998 HMTF OPERATING, INC.
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 CAPSTAR BOSTON PARTNERS, L.L.C.
By: HM3/GP Partners, L.P.,
Its Sole Manager
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
-------------------------------------
Name: David W. Knickel
-----------------------------------
Title: Treasurer
----------------------------------
Page 25 of 28
<PAGE> 26
Dated: June 5, 1998 CAPSTAR BT PARTNERS, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 CAPSTAR BROADCASTING PARTNERS, L.P.
By: HM3/Capstar Partners, L.P.,
Its General Partner
By: HM3/Capstar, Inc.,
Its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Page 26 of 28
<PAGE> 27
Dated: June 5, 1998 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 HICKS, MUSE FUND III INCORPORATED
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 HM3/CAPSTAR PARTNERS, L.P.
By: HM3/Capstar, Inc.
its General Partner
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 HM3/CAPSTAR, INC.
By: /s/ David W. Knickel
------------------------------------
Name: David W. Knickel
----------------------------------
Title: Treasurer
----------------------------------
Dated: June 5, 1998 SHELLY MABRY ELLARD
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 JASON MABRY
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Page 27 of 28
<PAGE> 28
Dated: June 5, 1998 KRISTEN LEA HICKS
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 R. STEVEN HICKS
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 LARRY D. TAYLOR AS CUSTODIAN FOR BRANDON
VAUGHN HICKS UNDER THE TEXAS
UNIFORM GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 LARRY D. TAYLOR AS CUSTODIAN FOR
ROBERT S. HICKS, JR. UNDER THE TEXAS
UNIFORM GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 R. STEVEN HICKS AS CUSTODIAN FOR DEAN
MCCLURE TAYLOR UNDER THE TEXAS
UNIFORM GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------
Kathy Archer, Attorney-in-Fact
Page 28 of 28
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<S> <C>
(a) Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Broadcasting Partners, Inc., HMTF Operating,
Inc. (formerly named Hicks, Muse, Tate & Furst Incorporated)
("HMTF Operating"), R. Steven Hicks and the securityholders
listed therein. (1)
(b) First Amendment and Supplement to Affiliate Stockholders
Agreement, dated January 27, 1997, by and among Capstar
Broadcasting Partners, Inc., the securityholders listed
therein and HMTF Operating. (1)
(c) Second Amendment to Affiliate Stockholders Agreement, dated
February 20, 1997, by and among Capstar Broadcasting Partners,
Inc., the securityholders listed therein and HMTF Operating.
(2)
(d) Third Amendment to Affiliate Stockholders Agreement, dated
June 20, 1997, by and among the Company, Capstar Broadcasting
Partners, Inc., the securityholders listed therein and HMTF
Operating. (3)
(e) Fourth Amendment to Affiliate Stockholders Agreement, dated
May 18, 1998, by and among the Company, the securityholders
listed therein and HMTF Operating. (4)
(f) Amended and Restated Stockholders Agreement dated May 18,
1998, among the Company, the security holders listed therein
and HMTF Operating. (4)
(g) Form of Lock-Up Letter Agreement.*
(h) Form of Registration Rights Waiver Letter Agreement.*
(i) Power of Attorney for Thomas O. Hicks.*
(j) Power of Attorney for Shelly Mabry Ellard.*
(k) Power of Attorney for Jason Mabry.*
(l) Power of Attorney for Kristen Lea Hicks.*
(m) Power of Attorney for R. Steven Hicks.*
(n) Power of Attorney for Larry D. Taylor, as custodian for
Brandon Vaughn Hicks.*
(o) Power of Attorney for Larry D. Taylor, as custodian for Robert
S. Hicks, Jr.*
(p) Power of Attorney for R. Steven Hicks, as custodian for Dean
McClure Taylor.*
(q) Joint Filing Statement, dated June 5, 1998, among Thomas O.
Hicks, HMTF Operating, Capstar Boston Partners, L.L.C.,
Capstar BT Partners, L.P., Capstar Broadcasting Partners,
L.P., HM3/GP Partners, L.P., Hicks, Muse GP Partners III,
L.P., Hicks, Muse Fund III Incorporated, HM3/Capstar Partners,
L.P., HM3/Capstar, Inc., Shelly Mabry Ellard, Jason Mabry,
Kristen Lea Hicks, R. Steven Hicks, Larry D. Taylor as
custodian for Brandon Vaughn Hicks, Larry D. Taylor as
custodian for Robert S. Hicks, Jr., and R. Steven Hicks as
custodian for Dean McClure Taylor.*
</TABLE>
- -------------------
* Filed herewith.
<PAGE> 30
(1) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Registration Statement on Form S-1, dated April 16, 1997, File No.
333-25623.
(2) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
File No. 333-25638.
(3) Incorporated by reference to Capstar Broadcasting Partners, Inc.'s
Amendment No. 1 to Registration Statement on Form S-4, dated
July 8, 1997, File No. 333-25638.
(4) Incorporated by reference to the Company's Amendment No. 5 to
Registration Statement on Form S-1, dated May 26, 1998, File No.
333-48819.
-2-
<PAGE> 1
EXHIBIT g
FORM OF LOCK-UP LETTER
April ____, 1998
CAPSTAR BROADCASTING CORPORATION
600 Congress Avenue, Suite 1400
Austin, Texas 78701
CREDIT SUISSE FIRST BOSTON CORPORATION
BT ALEX. BROWN INCORPORATED
MORGAN STANLEY & CO. INCORPORATED, as Representatives
for the Several U.S. Underwriters
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
BT ALEX. BROWN INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL LIMITED, as Managers
of the International Offering
c/o Credit Suisse First Boston (Europe) Limited
One Cabot Square
London E14 4QJ, U.K.
Dear Sirs:
The undersigned hereby acknowledges that Capstar Broadcasting
Corporation (the "Company") has filed a registration statement (as it may be
amended, the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") on March 27, 1998, to effect an underwritten
initial public offering (the "Public Offering") of shares of its Class A Common
Stock, par value $.01 per share (the "Securities"), that is intended to result
in the establishment of a public market for the Securities.
As an inducement to the underwriters to execute the Underwriting
Agreement and the Subscription Agreement, pursuant to which the Public Offering
will be made, the undersigned hereby agrees that, for a period of 180 days
commencing after the date (the "Commencement Date") that the final prospectus
is filed with the Commission under Rule 424(b) or, if no prospectus is filed
under Rule 424(b), the date of the final prospectus included in the
Registration Statement at the time the Registration Statement is declared
effective, the undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Securities or
securities convertible into or exchangeable or exercisable for any shares of
Securities, or publicly disclose the intention to make any such offer, sale,
pledge or disposal without the prior written consent of Credit Suisse First
Boston Corporation ("First Boston"), other than the following transfers for
which First Boston's prior written consent shall not be required: (a) a bona
fide gift or gifts made by the undersigned, provided
<PAGE> 2
that the donee(s) of such shares of Securities agree in writing to be bound by
the terms of this letter agreement prior to such transfer, (b) the conversion
of shares of Class B Common Stock, par value $.01 per share, of the Company or
shares of Class C Common Stock, par value $.01 per share, of the Company,
provided that the Securities to be received upon such conversion shall be
subject to the restrictions set forth in this letter agreement, (c) a private
sale of shares of Securities or securities convertible into or exchangeable or
exercisable for any shares of Securities not executed on a national securities
exchange, provided that the undersigned provides at least three days prior
notice of such private sale to First Boston and that the transferee of such
shares of Securities or securities convertible into or exchangeable or
exercisable for shares of Securities agrees in writing to be bound by the terms
of this letter agreement prior to such sale, (d) a sale of shares of Securities
or securities convertible into or exchangeable or exercisable for shares of
Securities to the Company in connection with the undersigned's termination,
removal or resignation as a director, officer or employee of the Company or any
of its subsidiaries and (e) a distribution to partners or stockholders of the
undersigned (and to any direct or indirect partner or stockholder thereof),
provided that the ultimate distributees of such shares of Securities or
securities convertible into or exchangeable or exercisable for such Securities
agree in writing to be bound by the terms of this letter agreement prior to
such distribution.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares
of Securities if such transfer would constitute a violation or breach of this
letter agreement.
This letter agreement shall be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned. This letter agreement shall lapse and become null and void if the
Commencement Date shall not have occurred on or before August 31, 1998.
Very truly yours,
----------------------------------------------
----------------------------------------------
----------------------------------------------
Additional signature(s) if stock jointly held,
including spouse's signature if stock is held
as community property.
----------------------------------------------
----------------------------------------------
Address
----------------------------------------------
Social Security Number(s)
<PAGE> 1
EXHIBIT h
CAPSTAR BROADCASTING CORPORATION
FORM OF REGISTRATION RIGHTS WAIVER
Reference is hereby made to that certain Stockholders Agreement dated
October 16, 1996, as amended (the "Stockholders Agreement"), by and among
Capstar Broadcasting Corporation, a Delaware corporation (the "Company"),
Hicks, Muse, Tate & Furst Incorporated and the security holders listed therein,
including the undersigned.
The undersigned hereby acknowledges that the Company has filed a
registration statement (the "Registration Statement") with the Securities and
Exchange Commission on March 27, 1998, to effect an underwritten initial public
offering (the "Public Offering") of shares of its Class A Common Stock, par
value $.01 per share.
In connection with the Public Offering and in consideration of the
Company and the underwriters effecting the Public Offering and the benefits to
be received by the undersigned as a result thereof, the undersigned hereby
waives, and forever disclaims, any rights that the undersigned may have under
the Stockholders Agreement or otherwise to cause the Company to include in the
Public Offering any securities of the Company owned of record or beneficially
by the undersigned. Furthermore, if and to the extent the undersigned
possesses demand registration rights under the Stockholders Agreement or
otherwise, the undersigned agrees not to exercise such demand registration
rights for a period commencing on the date hereof until the date which is 180
days after the effective date of the Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this Registration
Rights Waiver as of the ____ day of April, 1998.
Print Name of Stockholder (as set forth on stock
certificate(s))
--------------------------------------------------
Authorized Signature
--------------------------------------------------
Print Name of Person Signing and Title, if Applicable
<PAGE> 1
EXHIBIT i
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Lawrence D. Stuart, Jr., Michael D. Salim, and David W.
Knickel, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each attorney-in-fact, or
the attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of attorney that the
undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Thomas O. Hicks
----------------------------------------------
Signature
Thomas O. Hicks
----------------------------------------------
Type or Print Name
12-5-97
----------------------------------------------
Date
<PAGE> 1
EXHIBIT j
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick,
and Kathy Archer, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each attorney-in-fact, or
the attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of attorney that the
undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Shelly Mabry Ellard
--------------------------------------------------
Signature
Shelly Mabry Ellard
--------------------------------------------------
Type or Print Name
5-18-98
--------------------------------------------------
Date
<PAGE> 1
EXHIBIT k
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick,
and Kathy Archer, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each attorney-in-fact, or
the attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of attorney that the
undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Jason Mabry
--------------------------------------------------
Signature
Jason Mabry
--------------------------------------------------
Type or Print Name
5-18-98
--------------------------------------------------
Date
<PAGE> 1
EXHIBIT l
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick,
and Kathy Archer, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each attorney-in-fact, or
the attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of attorney that the
undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Kristen Lea Hicks
--------------------------------------------------
Signature
Kristen Lea Hicks
--------------------------------------------------
Type or Print Name
5-18-98
--------------------------------------------------
Date
<PAGE> 1
EXHIBIT m
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick, and
Kathy Archer, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ R. Steven Hicks
------------------------------------
Signature
R. Steven Hicks
------------------------------------
Type or Print Name
5-18-98
------------------------------------
Date
VEDAL01:CAP773/36002/39408.1
<PAGE> 1
EXHIBIT n
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick, and
Kathy Archer, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Larry Taylor
-----------------------------------
Signature
Larry Taylor as Custodian for Brandon
Vaughn Hicks under the Texas Uniform
Gifts to Minors Act
-----------------------------------
Type or Print Name
5-18-98
-----------------------------------
Date
VEDAL01:CAP773/36002/39408.1
<PAGE> 1
EXHIBIT o
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick, and
Kathy Archer, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ Larry Taylor
----------------------------------------
Signature
Larry Taylor as Custodian for Robert S.
Hicks, Jr. under the Texas Uniform Gifts to
Minors Act
----------------------------------------
Type or Print Name
5-18-98
----------------------------------------
Date
<PAGE> 1
EXHIBIT p
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of William S. Banowsky, Jr., Paul D. Stone, Kevin Mischnick, and
Kathy Archer, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the
rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each attorney-in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and
13G (including amendments thereto) with respect to the undersigned's holdings of
and transactions in securities, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the date written below.
/s/ R. Steven Hicks
---------------------------------------
Signature
R. Steven Hicks as Custodian for Dean
McClure Taylor under the Texas Uniform
Gifts to Minors Act
---------------------------------------
Type or Print Name
5-18-98
---------------------------------------
Date
<PAGE> 1
EXHIBIT q
JOINT FILING STATEMENT
Each of the undersigned agree that (i) the Statement on Schedule 13D
relating to the common stock, par value $.01 per share, of Capstar Broadcasting
Corporation has been adopted and filed on behalf of each of them, (ii) all
future amendments to such Statement on Schedule 13D will, unless written notice
to the contrary is delivered as described below, be jointly filed on behalf of
each of them and (iii) the provisions of Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 apply to each of them. This Agreement may be terminated
with respect to the obligations to jointly file future amendments to such
Statement on Schedule 13D as to any of the undersigned upon such person giving
written notice thereof to each of the other persons signatory hereto, at the
principal office thereof.
Dated: June 5, 1998 THOMAS O. HICKS
By: /s/ David W. Knickel
------------------------------------------
David W. Knickel, Attorney-in-Fact
Dated: June 5, 1998 HMTF OPERATING, INC.
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 CAPSTAR BOSTON PARTNERS, L.L.C.
By: HM3/GP Partners, L.P.,
Its Sole Manager
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
<PAGE> 2
Dated: June 5, 1998 CAPSTAR BT PARTNERS, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 CAPSTAR BROADCASTING PARTNERS, L.P.
By: HM3/Capstar Partners, L.P.,
Its General Partner
By: HM3/Capstar, Inc.,
Its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
<PAGE> 3
Dated: June 5, 1998 HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 HICKS, MUSE FUND III INCORPORATED
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 HM3/CAPSTAR PARTNERS, L.P.
By: HM3/Capstar, Inc.
its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 HM3/CAPSTAR, INC.
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: June 5, 1998 SHELLY MABRY ELLARD
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 JASON MABRY
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
<PAGE> 4
Dated: June 5, 1998 KRISTEN LEA HICKS
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 R. STEVEN HICKS
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 LARRY D. TAYLOR, AS CUSTODIAN FOR
BRANDON VAUGHN HICKS UNDER THE TEXAS
UNIFORM GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 LARRY D. TAYLOR, AS CUSTODIAN FOR
ROBERT S. HICKS, JR. UNDER THE TEXAS
UNIFORM GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: June 5, 1998 R. STEVEN HICKS, AS CUSTODIAN FOR DEAN
MCCLURE TAYLOR UNDER THE TEXAS UNIFORM
GIFTS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
