<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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
JULY 13, 1999
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person IN
- --------------------------------------------------------------------------------
(1) HMTF Operating, L.P., a Texas limited partnership ("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. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. Thomas O. Hicks
is not a party to the Stockholders Agreement. Thomas O. Hicks, however, is a
controlling person of HMTF Operating and may have been deemed to be a member of
such group. Thomas O. Hicks expressly disclaimed membership in such group in
regard to shares of common stock of the Company owned of record by Thomas O.
Hicks or any trusts or private foundations for which Thomas O. Hicks is a
trustee and which are not parties to the Stockholders Agreement.
Page 2 of 26
<PAGE> 3
CUSIP NO. 14067G 10 5
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HMTF Operating, L.P. (formerly named HMTF Operating, Inc.)
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (1) (a) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
- --------------------------------------------------------------------------------
(1) HMTF Operating, L.P., a Texas limited partnership ("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. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement, including HMTF Operating,
may have been deemed to be members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, but after July 13, 1999, the
parties to the Stockholders Agreement would no longer be deemed to be members of
such group.
Page 3 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 4 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 5 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 6 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF Operating"), and the
stockholders of the Company listed therein. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. 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 have been deemed a member of such group.
Page 7 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF Operating"), and the
stockholders of the Company listed therein. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. 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 have
been deemed a member of such group.
Page 8 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF Operating"), and the
stockholders of the Company listed therein. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. 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 have been deemed a
member of such group.
Page 9 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF Operating"), and the
stockholders of the Company listed therein. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. The reporting
person is not a party to the Stockholders Agreement. The reporting person,
however, is the general partner of Capstar LP and may have been deemed a member
of such group.
Page 10 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF Operating"), and the
stockholders of the Company listed therein. Prior to July 14, 1999, the
Stockholders Agreement required 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
have been 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. Such requirements under the Stockholders Agreement terminated on July
13, 1999. The parties to the Stockholders Agreement may have been deemed to be
members of a group under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, but after July 13, 1999, the parties to the Stockholders
Agreement would no longer be deemed to be members of such group. 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 have been deemed a member of such group.
Page 11 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 12 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have deemed to be members of a group under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but after
July 13, 1999, the parties to the Stockholders Agreement would no longer be
deemed to be members of such group.
Page 13 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 14 of 26
<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) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 15 of 26
<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 Transfers to Minors Act
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (1) (a) [ ]
(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 0
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 0
Person With -------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 0
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0%
- --------------------------------------------------------------------------------
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, L.P., a Texas limited partnership ("HMTF
Operating"), and the stockholders of the Company listed therein. Prior to July
14, 1999, the Stockholders Agreement required 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 have been 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. Such requirements under the Stockholders Agreement
terminated on July 13, 1999. The parties to the Stockholders Agreement,
including the reporting person, may have been deemed to be members of a group
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but
after July 13, 1999, the parties to the Stockholders Agreement would no longer
be deemed to be members of such group.
Page 16 of 26
<PAGE> 17
This Amendment No. 3 to Schedule 13D is being filed by Thomas O. Hicks,
a United States citizen, HMTF Operating, L.P., a Texas limited partnership
("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 Transfers to Minors Act (the "TUTMA"), 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 TUTMA are collectively referred to herein as the
"Reporting Persons." This Amendment No. 3 to Schedule 13D amends and restates
the original Schedule 13D, dated May 26, 1998, as amended. Each Reporting Person
disclaims responsibility for the completeness and accuracy of the information
contained in this Schedule 13D concerning the other Reporting Persons.
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.
Thomas O. Hicks is a controlling person of HMTF Operating. Thomas O.
Hicks is also the sole stockholder, Chairman of the Board, Partner 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. Prior to July 14, 1999, R. Steven Hicks served as the Chief
Executive Officer, the President and a director of the Company. From and after
July 14, 1999, 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
incorporated herein by reference. Prior to July 14, 1999, the Stockholders
Agreement required 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 have been
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. Such
requirements under the Stockholders Agreement terminated on July 13, 1999. The
parties to the Stockholders Agreement may have been deemed to be members of a
group under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
but after July 13, 1999, the parties to the Stockholders Agreement would no
longer be deemed to be members of such group. 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,
Page 17 of 26
<PAGE> 18
may have been 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 disclaimed 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 have been 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 have been deemed members of such
group.
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.
Not applicable
ITEM 4. PURPOSE OF THE TRANSACTION.
See Item 5 of this Amendment No. 3 to Schedule 13D for information
regarding the merger of the Company and a subsidiary of Chancellor Media
Corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As described in Item 2 of this Amendment No. 3 to
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. The
Reporting Persons beneficially own, and share voting power of, no shares of
Class A Common Stock.
On July 13, 1999, the merger (the "Merger") of the Company with a
wholly-owned subsidiary of AMFM Inc. (formerly named Chancellor Media
Corporation, "AMFM"), with the Company surviving the merger as a wholly-owned
subsidiary of AMFM, and the other transactions contemplated by that certain
Amended and Restated Agreement and Plan of Merger, dated April 29, 1999, as
amended, by and among the Company, AMFM, CBC Acquisition Company, Inc. and CMC
Merger Sub, Inc. (the "Merger Agreement") were consummated. Pursuant to the
terms of the Merger Agreement, each share of Class A Common Stock, Class B
Common Stock, par value $0.01 per share, of the Company ("Class B Common
Stock"), and Class C Common Stock, par value $0.01 per share, of the Company
("Class C Common Stock" and together with the Class A Common Stock and the Class
B Common Stock, the "Common Stock") were converted into the right to receive
0.4955 shares of common stock, par value $0.01 per share, of AMFM ("AMFM Common
Stock").
As a result of the Merger, all of the shares of Common Stock previously
beneficially owned by the Reporting Persons were converted into the right to
receive shares of AMFM Common Stock.
(c) At the effective time of the Merger, all of the outstanding
options and warrants for the Common Stock of the Company held by R. Steven Hicks
became fully vested and exercisable. Upon consummation of the Merger, each of
the options and warrants of R. Steven Hicks were assumed by AMFM and became an
option or warrant to acquire shares AMFM Common Stock. No other transactions in
the Common Stock were effected by any other Reporting Person during the past 60
days.
(d) Not applicable.
(e) On July 13, 1999, the Reporting Persons ceased to beneficially
own five percent or more of any class of the Company's securities.
Page 18 of 26
<PAGE> 19
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 5 of this Amendment No. 3 to Schedule 13D for information
regarding the Merger.
Pursuant to the terms of a voting agreement between Thomas O. Hicks, R.
Steven Hicks, Capstar LP and Chancellor Media Corporation, each of Messrs.
Thomas O. Hicks, R. Steven Hicks and Capstar LP voted all shares of Class A
Common Stock and Class C Common Stock held by each of them in favor of the
Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Broadcasting Partners, Inc., HMTF Operating, R.
Steven Hicks and the securityholders listed therein. (1)
10.2 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)
10.3 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)
10.4 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)
10.5 Fourth Amendment to Affiliate Stockholders Agreement, dated
May 18, 1998, by and among the Company, the securityholders
listed therein and HMTF Operating. (4)
10.6 Amended and Restated Stockholders Agreement dated May 18,
1998, among the Company, the security holders listed therein
and HMTF Operating. (4)
10.7 Form of Lock-Up Letter Agreement. (5)
10.8 Form of Registration Rights Waiver Letter Agreement. (5)
10.9.1 Amended and Restated Agreement and Plan of Merger dated April
29, 1999, among Chancellor Media Corporation, the Company, CBC
Acquisition Company, Inc. and CMC Merger Sub, Inc. (the
"Merger Agreement"). (6)
10.9.2 First Amendment to Merger Agreement, dated July 2, 1999. (7)
10.10 Amended and Restated Voting Agreement dated April 29, 1999, by
and among Thomas O. Hicks, R. Steven Hicks and Capstar
Broadcasting Partners, L.P. *
24.1 Power of Attorney for Thomas O. Hicks. (5)
24.2 Power of Attorney for Shelly Mabry Ellard. (5)
24.3 Power of Attorney for Jason Mabry. (5)
24.4 Power of Attorney for Kristen Lea Hicks. (5)
24.5 Power of Attorney for R. Steven Hicks. (5)
24.6 Power of Attorney for Larry D. Taylor, as custodian for
Brandon Vaughn Hicks. (5)
24.7 Power of Attorney for Larry D. Taylor, as custodian for Robert
S. Hicks, Jr. (5)
Page 19 of 26
<PAGE> 20
24.8 Power of Attorney for R. Steven Hicks, as custodian for Dean
McClure Taylor. (5)
99.1 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. (5)
- ----------------------
* Filed herewith
(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.
(5) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on May 26, 1998, and is incorporated herein by reference
thereto.
(6) Incorporated by reference to AMFM's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, File No. 000-21570.
(7) Incorporated by reference to AMFM's Post Effective Amendment No. 1 to
Registration Statement on Form S-4, dated July 2, 1999, File No.
333-80173.
Page 20 of 26
<PAGE> 21
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: July 14, 1999 THOMAS O. HICKS
By: /s/ David W. Knickel
------------------------------------------
David W. Knickel, Attorney-in-Fact
Dated: July 14, 1999 HMTF OPERATING, L.P.
By: TOH/Ranger, LLC
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: July 14, 1999 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
---------------------------------------
Dated: July 14, 1999 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
---------------------------------------
Page 21 of 26
<PAGE> 22
Dated: July 14, 1999 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: July 14, 1999 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: July 14, 1999 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: July 14, 1999 HICKS, MUSE FUND III INCORPORATED
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: July 14, 1999 HM3/CAPSTAR PARTNERS, L.P.
By: HM3/Capstar, Inc.
its General Partner
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Page 22 of 26
<PAGE> 23
Dated: July 14, 1999 HM3/CAPSTAR, INC.
By: /s/ David W. Knickel
------------------------------------------
Name: David W. Knickel
----------------------------------------
Title: Treasurer
---------------------------------------
Dated: July 14, 1999 SHELLY MABRY ELLARD
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: July 14, 1999 JASON MABRY
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: July 14, 1999 KRISTEN LEA HICKS
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: July 14, 1999 R. STEVEN HICKS
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: July 14, 1999 LARRY D. TAYLOR AS CUSTODIAN FOR
BRANDON VAUGHN HICKS UNDER THE TEXAS
UNIFORM TRANSFERS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Dated: July 14, 1999 LARRY D. TAYLOR AS CUSTODIAN FOR
ROBERT S. HICKS, JR. UNDER THE TEXAS
UNIFORM TRANSFERS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Page 23 of 26
<PAGE> 24
Dated: July 14, 1999 R. STEVEN HICKS AS CUSTODIAN FOR
DEAN MCCLURE TAYLOR UNDER THE TEXAS
UNIFORM TRANSFERS TO MINORS ACT
By: /s/ Kathy Archer
------------------------------------------
Kathy Archer, Attorney-in-Fact
Page 24 of 26
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------
<S> <C>
10.1 Affiliate Stockholders Agreement, dated October 16, 1996,
among Capstar Broadcasting Partners, Inc., HMTF Operating, R.
Steven Hicks and the securityholders listed therein. (1)
10.2 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)
10.3 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)
10.4 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)
10.5 Fourth Amendment to Affiliate Stockholders Agreement, dated
May 18, 1998, by and among the Company, the securityholders
listed therein and HMTF Operating. (4)
10.6 Amended and Restated Stockholders Agreement dated May 18,
1998, among the Company, the security holders listed therein
and HMTF Operating. (4)
10.7 Form of Lock-Up Letter Agreement. (5)
10.8 Form of Registration Rights Waiver Letter Agreement. (5)
10.9.1 Amended and Restated Agreement and Plan of Merger dated April
29, 1999, among Chancellor Media Corporation, the Company, CBC
Acquisition Company, Inc. and CMC Merger Sub, Inc. (the
"Merger Agreement"). (6)
10.9.2 First Amendment to Merger Agreement, dated July 2, 1999. (7)
10.10 Amended and Restated Voting Agreement dated April 29, 1999, by
and among Thomas O. Hicks, R. Steven Hicks and Capstar
Broadcasting Partners, L.P. *
24.1 Power of Attorney for Thomas O. Hicks. (5)
24.2 Power of Attorney for Shelly Mabry Ellard. (5)
24.3 Power of Attorney for Jason Mabry. (5)
24.4 Power of Attorney for Kristen Lea Hicks. (5)
24.5 Power of Attorney for R. Steven Hicks. (5)
24.6 Power of Attorney for Larry D. Taylor, as custodian for
Brandon Vaughn Hicks. (5)
24.7 Power of Attorney for Larry D. Taylor, as custodian for Robert
S. Hicks, Jr. (5)
</TABLE>
Page 25 of 26
<PAGE> 26
<TABLE>
<S> <C>
24.8 Power of Attorney for R. Steven Hicks, as custodian for Dean
McClure Taylor. (5)
99.1 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. (5)
</TABLE>
- ----------------------
* Filed herewith
(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.
(5) Previously filed as an Exhibit to Schedule 13D filed by the Reporting
Persons on May 26, 1998, and is incorporated herein by reference
thereto.
(6) Incorporated by reference to AMFM's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, File No. 000-21570.
(7) Incorporated by reference to AMFM's Post Effective Amendment No. 1 to
Registration Statement on Form S-4, dated July 2, 1999, File No.
333-80173.
Page 26 of 26
<PAGE> 1
EXHIBIT 10.10
AMENDED AND RESTATED
VOTING AGREEMENT
AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement"), dated as of
April 29, 1999, among CHANCELLOR MEDIA CORPORATION, a Delaware corporation
("Chancellor"), and Thomas O. Hicks ("Tom Hicks"), R. Steven Hicks ("Steve
Hicks"), CAPSTAR BROADCASTING PARTNERS, L.P., a Delaware limited partnership
("Capstar") and the other parties listed on the signature pages hereto
(collectively, "the "Stockholders").
WHEREAS, Chancellor, CAPSTAR BROADCASTING CORPORATION, a Delaware
corporation (the "Company"), CMC MERGER SUB, INC., a Delaware corporation and
wholly-owned subsidiary of Chancellor ("Merger Sub"), and CBC ACQUISITION
COMPANY, INC., a Delaware corporation and wholly-owned subsidiary of the Company
("Old Merger Sub"), are entering into an Amended and Restated Agreement and Plan
of Merger, dated as of August 26, 1998 and amended and restated as of April 29,
1999 (as the same may be further amended or supplemented, the "Merger
Agreement"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement) providing for the merger of Merger
Sub with and into Capstar (the "Merger"), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, Chancellor and the Stockholders have previously entered into
that certain Voting Agreement, dated as of August 26, 1998 (the "Old Voting
Agreement") relating to the transactions contemplated by the Merger Agreement;
WHEREAS, in connection with the amendment and restatement of the Merger
Agreement, the parties hereto desire hereby to amend and restate the Old Voting
Agreement in its entirety;
WHEREAS, all of the shares of Class A Common Stock, $0.01 par value, of
the Company ("Capstar Class A Common Stock") and Class C Common Stock, $0.01 par
value, of the Company ("Capstar Class C Common Stock") that are held of record
as of the date hereof by any of the Stockholders or over which any of the
Stockholders has the power to direct the vote, together with any shares of
capital stock of the Company acquired by such Stockholders after the date hereof
and during the term of this Agreement, including upon exercise of any option or
warrant, are collectively referred to herein as the "Subject Shares;" and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Chancellor has requested that the Stockholders enter into this
Agreement in order to ensure that the Company obtain the Capstar Stockholders
Approval (as defined in the Merger Agreement);
NOW, THEREFORE, to induce Chancellor to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
<PAGE> 2
1. Representations and Warranties of the Stockholders. Each of the
Stockholders hereby represents and warrants to Chancellor as of the date hereof
as follows:
(a) Authority; Noncontravention. (i) Capstar has all
requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Capstar, and the
consummation of the transactions contemplated hereby, have
been duly authorized by all necessary partnership action on
the part of Capstar. This Agreement has been duly authorized,
executed and delivered by Capstar and constitutes a valid and
binding obligation of Capstar enforceable in accordance with
its terms. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof (including Section
3 of this Agreement) will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of
time or both) under any provision of, the limited partnership
agreement of Capstar, any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule
or regulation applicable to Capstar or to Capstar's property
or assets.
(ii) Each of Tom Hicks and Steve Hicks has full power
and authority to enter into this Agreement. Each of Tom Hicks
and Steve Hicks has legal capacity to enter into this
Agreement and to assume and perform his obligations hereunder.
(b) The Subject Shares. The Stockholders are the
record or beneficial owner of, and have good and marketable
title to, the Subject Shares, free and clear of any claims,
liens, encumbrances and security interests whatsoever. The
Stockholders have the sole right to vote the Subject Shares.
None of the Subject Shares is subject to any voting trust or
other agreement, arrangement or restriction with respect to
the voting of the Subject Shares as required by this
Agreement.
2. Representations and Warranties of Chancellor. Chancellor hereby
represents and warrants to the Stockholders as of the date hereof that
Chancellor has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Chancellor, and the consummation of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Chancellor. This Agreement has been duly
executed and delivered by Chancellor and constitutes a valid and binding
obligation of Chancellor enforceable in accordance with its terms. The execution
and delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time or
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<PAGE> 3
both) under any provision of, the certificate of incorporation or bylaws of
Chancellor, any trust agreement, loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise,
license, judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to Chancellor or to Chancellor's property or assets.
3. Covenants of the Stockholders. Until the termination of this
Agreement in accordance with Section 6, the Stockholders each agree as follows:
(a) At any meeting of stockholders of the Company
called to vote upon the approval and adoption of the Merger
Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger and
the Merger Agreement is sought, the Stockholders shall vote
(or cause to be voted) the Subject Shares in favor of such
proposals and any of the other transactions contemplated by
the Merger Agreement.
(b) At any meeting of the stockholders of the Company
or at any adjournment thereof or in any other circumstances
upon which the Stockholders' vote, consent or other approval
is sought, the Stockholders shall vote (or cause to be voted)
the Subject Shares against (i) any merger agreement or merger
(other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any other takeover proposal
or Acquisition Proposal as such term is defined in Section
5.5(c) of the Merger Agreement (an "Acquisition Proposal") or
(ii) any amendment of the Company's certificate of
incorporation or bylaws or other proposal or transaction
involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the
Merger Agreement or change in any manner the voting rights of
the Capstar Class A Common Stock, Capstar Class C Common
Stock, or the Class B Common Stock, $0.01 par value, of the
Company. The Stockholders further agree not to commit or agree
to take any action inconsistent with the foregoing.
(c) Except as provided in the immediately succeeding
sentence of this Section 3(c), the Stockholders agree not to
(i) sell, transfer, pledge, assign or otherwise dispose of
(including by gift) (collectively, the "Transfer"), or enter
into any contract, option or other arrangement (including any
profit sharing agreement) with respect to the Transfer of the
Subject Shares to any person other than pursuant to the terms
of the Merger, or (ii) enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, in connection
with, directly or indirectly, any Acquisition Proposal, and
agrees not to commit or agree to take any of the foregoing
actions. Notwithstanding the foregoing, the Stockholders
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<PAGE> 4
shall have the right, for tax or estate planning purposes, to
Transfer the Subject Shares to a transferee provided that, as
a condition to any such Transfer, each such transferee shall
execute and deliver to Chancellor a counterpart of this
Agreement and expressly agree to be bound hereby;
(d) During the term of this Agreement, the
Stockholders shall not, nor shall they permit any affiliate,
investment banker, attorney or other adviser or representative
of the Stockholders to, (i) directly or indirectly solicit,
initiate or encourage the submission of, any Acquisition
Proposal or (ii) except as permitted under the terms of the
Merger Agreement, directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other
action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to
lead to, any Acquisition Proposal.
(e) Until after the Merger is consummated or the
Merger Agreement is terminated, the Stockholders shall use all
reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate
with Chancellor in doing, all things necessary, proper or
advisable to consummate and make effective, in the most
expeditious manner practicable, the Merger and the other
transactions contemplated by the Merger Agreement.
4. Further Assurances. The Stockholders will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Chancellor may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by either of the parties without the
prior written consent of the other parties, except that Chancellor may assign,
in its sole discretion, any or all of its rights, interests and obligations
hereunder to any direct or indirect wholly owned subsidiary of Chancellor.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.
6. Termination. This Agreement shall terminate upon the earlier of (a)
the termination of the Merger Agreement in accordance with Section 8.1 thereof,
or (b) the Effective Time of the Merger.
7. General Provisions.
(a) Amendments. This Agreement may not be amended
except by an instrument in writing signed by each of the
parties hereto.
(b) Notice. All notices and other communications
hereunder shall be in writing and shall be deemed given if
delivered personally or
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<PAGE> 5
sent by overnight courier (providing proof of delivery) to
Chancellor in accordance with Section 10.1 of the Merger
Agreement and to the Stockholders at their respective
addresses set forth on the signature pages hereto (or at such
other address for a party as shall be specified by like
written notice).
(c) Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section to
this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation
of this Agreement. Wherever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation."
(d) Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or
more of the counterparts have been signed by each of the
parties and delivered to the other party, it being understood
that each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries.
This Agreement (including the documents and instruments
referred to herein) (i) constitutes the entire agreement and
supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon
any person other than the parties hereto any rights or
remedies hereunder.
(f) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware regardless of the laws that might otherwise govern
under applicable principles of conflicts of law thereof.
8. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court in the event any dispute arises out
of this Agreement or any of the transactions contemplated hereby, (ii) agrees
that such party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (iii) agrees that such
party will not bring any action relating to this Agreement or the transactions
contemplated hereby in any court other than a Federal court sitting in the state
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
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<PAGE> 6
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
9. Release of Certain Parties. Chancellor hereby generally releases and
forever discharges the parties (other than Chancellor) to those two certain
Instruments of Accession, dated as of September 23, 1998 and December 18, 1998,
respectively, and each such party's directors, officers, employees, agents,
trustees or other representatives from any and all restrictions, conditions,
obligations, claims or liabilities whatsoever arising out of the Old Voting
Agreement and the transactions contemplated thereby.
[The remainder of this page is intentionally left blank.]
6
<PAGE> 7
IN WITNESS WHEREOF, Chancellor has caused this Agreement to be signed
by its officer thereunto duly authorized and the Stockholders have duly signed
this Agreement, all as of the date first written above.
CHANCELLOR MEDIA CORPORATION
By: /s/ THOMAS O. HICKS
----------------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief Executive Officer
(Signatures continued on following page)
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<PAGE> 8
CAPSTAR BROADCASTING PARTNERS, L.P.,
a Delaware limited partnership
By: HM3/CAPSTAR PARTNERS, L.P., a
Texas limited partnership, its general partner
By: HM3/CAPSTAR, INC., a Texas
corporation, its general partner
By: /s/ THOMAS O. HICKS
-------------------------------------------
Name: Thomas O. Hicks
Title: Chairman and Chief Executive Officer
Address:
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Copy to:
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Michael D. Wortley, Esq.
(Signatures continued on following page)
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<PAGE> 9
/s/ THOMAS O. HICKS
-------------------------------------------
Thomas O. Hicks
Address:
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Copy to:
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Michael D. Wortley, Esq.
(Signatures continued on following page)
9
<PAGE> 10
/s/ R. STEVEN HICKS
-------------------------------------------
R. Steven Hicks
Address:
c/o Capstar Broadcasting Corporation
600 Congress Avenue, Suite 1400
Austin, Texas 78701
Copy to:
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Michael D. Wortley, Esq.
10
