<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
June 21, 1996
-------------
COMMODORE MEDIA, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
33-92732 13-3034720
- ----------------------- -------------------------
(Commission File No.) (I.R.S. Employer
Identification No.)
500 Fifth Avenue, Suite 3000, New York, New York 10110
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 302-2727
--------------
(Registrant's telephone number, including area code)
not applicable
- --------------------------------------------------------------------------------
(Former Name of Former Address, if Changed Since Last Report)
Page 1 of 11 Pages
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
NAME STATE OR OTHER PRIMARY STANDARD IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION CLASSIFICATION NUMBER
NUMBER
<S> <C> <C> <C>
Commodore Media of Delaware 4832 51-0286804
Delaware, Inc.
Commodore Media of Delaware 4832 61-0997863
Kentucky, Inc.
Commodore Media of Delaware 4832 23-2207457
Pennsylvania, Inc.
Commodore Media of Delaware 4832 06-1277523
Norwalk, Inc.
Commodore Media of Delaware 4832 59-2813110
Florida, Inc.
Commodore Media of Delaware 4832 13-3356485
Westchester, Inc.
Commodore Holdings, Inc. Delaware 4832 13-3858506
Danbury Broadcasting, Inc. Connecticut 4832 13-3653113
</TABLE>
Page 2 of 11 Pages
<PAGE> 3
ITEM 5. OTHER EVENTS.
On June 21, 1996, Commodore Media, Inc. (the "Registrant"), the Estate
of Carter Burden, Bruce A. Friedman, James T. Shea, Jr., William A.M. Burden &
Co., L.P. and James J. Sullivan (collectively, the "Stockholders") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with CMI Acquisition
Company, Inc. ("Mergeco"), a wholly-owned subsidiary of Hicks, Muse, Tate &
Furst Equity Fund III, L.P. ("Fund III"), pursuant to which Mergeco will be
merged with and into the Registrant and as a result the Registrant will become
a wholly-owned subsidiary of Fund III (the "Merger").
Pursuant to the Merger Agreement, the holders of Class A Common Stock
and Class B Common Stock (collectively, the "Common Stock"), the holders of
employee stock options at the effective time of the Merger (the "Effective
Time") and the holders of warrants will receive approximately $140 per share as
consideration for the Merger (the "Merger Consideration"), less, in the case of
option and warrant holders, the exercise price per share. In addition, Mergeco
has agreed to separately provide the funds necessary to redeem the Senior
Exchangeable Redeemable Preferred Stock, Series A, $.01 par value per share
(the "Series A Preferred Stock") at the Effective Time. As a result, all
shares of Common Stock and Series A Preferred Stock exchanged for the Merger
Consideration shall cease to be outstanding at the Effective Time.
In addition, Fund III has agreed, subject to certain conditions, to
purchase on or after September 3, 1996 at the request of the Registrant up to
5,000 shares of Senior Exchangeable Redeemable Preferred Stock, Series B, $.01
par value per share (the "Series B Preferred Stock") at a purchase price of
$1,000 per share and up to an additional 15,000 shares of Series B Preferred
Stock if the Merger Agreement is terminated for reasons other than a breach by
the Registrant. In connection with the Purchase of Series B Preferred Stock,
the Registrant has agreed to issue to Fund III warrants to purchase shares of
Class A Common Stock equal to one percent of the Registrant's fully diluted
Common Stock for each $2,500,000 of Series B Preferred Stock purchased by Fund
III.
As a result of the Merger and the change of control effected thereby,
the Registrant (as the surviving corporation) will be required to make within
20 days of the Effective Date an offer to purchase the outstanding 13.25%
Senior Subordinated Notes due 2003 at a purchase price equal to 101% of their
accreted value, plus any accrued and unpaid interest.
Page 3 of 11 Pages
<PAGE> 4
It is anticipated that at the Effective Time, Bruce A. Friedman will
resign as President and Chief Executive Officer and James T. Shea, Jr.,
currently the Chief Operating Officer, will become President.
The consummation of the Merger is conditioned upon (i) the consent of
the Federal Communications Commission which consent shall have become a final
order and (ii) receipt of all approvals of the Federal Trade Commission and the
Antitrust Division of the Department of Justice with respect to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -------------
<S> <C>
99.1 Press Release issued on June 24, 1996.
</TABLE>
Page 4 of 11 Pages
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 2, 1996
COMMODORE MEDIA, INC.
(Registrant)
By: /s/ Bruce A. Friedman
------------------------
Bruce A. Friedman
President and
Chief Executive Officer
By: /s/ James J. Sullivan
------------------------
James J. Sullivan
Chief Financial Officer
(principal financial
and accounting officer)
Page 5 of 11
Pages
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Additional Registrants have duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
Dated: July 2, 1996
Commodore Media of Delaware, Inc.,
a Delaware corporation
Commodore Media of Kentucky, Inc.,
a Delaware corporation
Commodore Media of Pennsylvania, Inc.,
a Delaware corporation
Commodore Media of Norwalk, Inc.,
a Delaware corporation
Commodore Media of Florida, Inc.,
a Delaware corporation
Commodore Media of Westchester, Inc.,
a Delaware corporation
Commodore Holdings, Inc.,
a Delaware corporation
Danbury Broadcasting, Inc.,
a Connecticut corporation
By: /s/ Bruce A. Friedman
-----------------------------
Bruce A. Friedman
President and
Chief Executive Officer
By: /s/ James J. Sullivan
----------------------------
James J. Sullivan
Chief Financial Officer
(principal financial and
accounting officer)
Page 6 of 11 Pages
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT TITLE PAGE
- -------- ------------- -----------
<S> <C>
99.1 Press Release issued on June 24, 1996.
</TABLE>
Page 7 of 11 Pages
<PAGE> 1
EXHIBIT 99.1
<PAGE> 2
[HICKS MUSE LETTERHEAD]
Contacts: Hicks Muse
----------
Roy Winnick
Kakst and Company
212-583-2655
Commodore Media
---------------
Sandra Nacinovich
212-302-5580
HICKS, MUSE, TATE & FURST TO ACQUIRE COMMODORE MEDIA, INC.
-- Assets include 33 Radio Broadcasting Stations
in Six Mid-Sized Markets --
-- First Acquisition For New Radio Group
Backed By Hicks, Muse, Tate & Furst --
DALLAS, June 24, 1996 - Hicks, Muse, Tate & Furst Incorporated, of Dallas, a
leading private investment firm, has signed a definitive agreement to acquire
Commodore Media, Inc., it was announced today. Commodore Media, a privately
held company based in New York City, owns and operates, or provides sales and
marketing services for, 33 radio broadcasting stations in six medium-sized
markets. The transaction is valued at approximately $200 million and will be
financed with a combinaton of debt and equity. It is expected to be
consummated in October.
Commodore Media is the leading radio group in five of its six markets based on
radio advertising revenue and the leading radio group in each of its markets
based on audience share. The company operates 19 FM and 14 AM radio
broadcasting stations in the following markets: Fairfield County, Connecticut;
Allentown, Pennsylvania; Wilmington, Delaware; Westchester and Putnam
Counties, New York; Ft. Pierce-Stuart-Vero Beach, Florida (the "Treasure
Coast"); and Huntington, West Virginia/Ashland, Kentucky. Commodore Media is
owned by the estate of the late Carter Burden and other private investors,
including members of its management.
(more)
<PAGE> 3
2
The acquisition of Commodore Media represents the first transaction for Hicks
Muse under its initiative, which was announced in May 1996, to acquire, in
leveraged transactions, up to $1 billion of middle-market radio station
properties. Hicks Muse has agreed to commit up to $100 million of capital to
this effort. As previously announced, upon the completion of his commmitments
to SFX Broadcasting, Inc., where he served until recently as President and
Chief Executive Officer, R. Steven Hicks will assume responsibility for this
effort, which will at that time assume the name Capstar Broadcasting Partners.
Mr. Hicks is a brother of Hicks Muse Chairman and Chief Executive Officer
Thomas O. Hicks.
Under terms of the agreement, Commodore Media will maintain its corporate
identity as an autonomous subsidiary, and will continue to operate under the
direction of the current management, who will maintain a substantial equity
stake in the company Bruce A. Friedman, currently President and Chief
Executive Officer of Commodore Media, will work with both Hicks Muse and
Commodore Media in a capacity yet to be determined. Upon closing, he will be
succeeded as President of Commodore Media by Chief Operating Officer James T.
Shea, Jr.
Thomas O. Hicks of Hicks Muse said: "Commodore Media provides an extremely
solid foundation on which to build an outstanding group of middle-market radio
broadcasting properties. We look forward to working closely with Commodore
management, who will continue to operate their radio stations and will function
as our partners as we seek to take maximum advantage of the new
Telecommunications Act by investing in attractive middle markets up to the
limits the Act now makes possible, and to build the value of the group for the
benefit of our investors and business partners. We also look forward to having
Steve Hicks assume responsibility for this effort in order to realize its full
potential."
(more)
<PAGE> 4
3
Bruce A. Friedman, President and Chief Executive Officer of Commodore Media,
said: "By joining forces with Hicks Muse and Steve Hicks, we will build a
preeminent position among groups of radio stations focusing on mid-sized
markets. Working together, we will have the managerial and financial resources
necessary to ensure our continued success."
Susan Burden, Chairman of Commodore Media and wife of the late Carter Burden,
who founded Commodore Media in 1980, said: "Under Bruce's leadership, we have
achieved Carter's goals for the company, attracted the top management team in
medium-market radio, and established a commanding position in each of our
markets. We look forward to investing with Hicks Muse to participate in the
future growth of Capstar and Commodore Media."
BT Securities acted as advisors to Hicks, Muse, Tate & Furst for the proposed
transaction. Commodore Media was advised by Randall Jeffery of Media Venture
Partners, who initiated the transaction, and CIBC Wood Gundy.
Commodore Media does not intend to proceed at this time with its previously
announced intentions to undertake an initial public equity offering.
Hicks, Muse, Tate & Furst Incorporated, with offices in Dallas, New York, St.
Louis and Mexico City, is a leading private investment firm, with more than 60
transactions completed or pending since 1989 having an aggregate value
approaching $6 billion.
# # #
