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Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-32979
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
SUPPLEMENT TO PROSPECTUS DATED AUGUST 12, 1997
THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 8, 1997
The following information supplements (i) the Prospectus dated August
12, 1997 (the "Prospectus") of Capstar Radio Broadcasting Partners, Inc., a
Delaware corporation (the "Company"), relating to the offering by the Company
of its registered 9 1/4% Senior Subordinated Notes due 2007 in exchange for all
of its outstanding unregistered 9 1/4% Senior Subordinated Notes due 2007. All
capitalized terms not otherwise defined herein have the meanings ascribed to
them in the Prospectus.
FINANCIAL RESULTS FOR QUARTER AND SIX MONTHS ENDED JUNE 30, 1997
Net revenue for the second quarter increased 154.4% to $27.8 million
from $10.9 million in the second quarter of 1996. Broadcast cash flow
increased 140.2% to $9.6 million in the second quarter of 1997 compared to $4.0
million in the second quarter of 1996. On a same station basis, assuming all
stations owned and operated as of June 30, 1997 were owned for all periods
reported, net revenue for the second quarter of 1997 increase 12.5% to $28.0
million from $24.9 million in the second quarter of 1996, and broadcast cash
flow increased 22.3% to $9.5 million from $7.8 million.
In the six month period ended June 30, 1997, net revenue increased
128.4% to $41.9 million from $18.3 million in the six month period ended June
30, 1996. Broadcast cash flow increased 121.2% to $13.4 million in the six
month period ended June 30, 1997 compared to $6.1 million in the six month
period ended June 30, 1996. On a same station basis, assuming all stations
owned and operated as of June 30, 1997 were owned for all periods reported, net
revenue for the six month period ended June 30, 1997 increased 8.9% to $48.9
million from $44.9 million in the six month period ended June 30, 1996, and
broadcast cash flow increased 20.1% to $14.1 million from $11.7 million.
KXMX ACQUISITION
On August 26, 1997, the Company agreed to acquire substantially all of
the assets of KRNA, Inc. ("KRNA") used or held for use in the operation of
radio station KXMX-FM, which serves the
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Cedar Rapids, Iowa market (the "KXMX Acquisition"). The purchase price of the
KXMX Acquisition will be approximately $3.1 million payable in cash. The
Company and KRNA intend to file an application with the FCC for approval to
transfer control of such radio station to the Company. No filing under the
HSR Act is required. The Company anticipates that the KXMX Acquisition will be
consummated in January 1998.
Under the terms of the acquisition agreement, which was entered into
by Capstar Acquisition, the acquisition agreement may be terminated by KRNA
prior to consummation of the asset purchase under various circumstances,
including a material breach of any representation, warranty, covenant or
agreement by Capstar Acquisition. If the acquisition agreement is terminated
due to a material breach of any representation, warranty, covenant or agreement
by Capstar Acquisition, then KRNA will be entitled to liquidated damages in the
amount of $155,000 as KRNA's exclusive remedy. Capstar Acquisition has secured
its obligation to consummate the asset purchase by placing into escrow a letter
of credit in the amount of $155,000.
KRNA ACQUISITION
On August 26, 1997, the Company agreed to acquire substantially all of
the assets of KRNA used or held for use in the operation of radio station
KRNA-FM, which serves the Iowa City, Iowa market (the "KRNA Acquisition"). The
purchase price of the KRNA Acquisition will equal approximately $7.0 million
payable in cash. The Company and KRNA intend to file an application with the
FCC for approval to transfer control of such radio station to the Company. No
filing under the HSR Act is required. The Company anticipate that the KRNA
Acquisition will be consummated in January 1998.
Under the terms of the acquisition agreement, which was entered into
by Capstar Acquisition, the acquisition agreement may be terminated by KRNA
prior to consummation of the asset purchase under various circumstances,
including a material breach of any representation, warranty, covenant or
agreement by Capstar Acquisition. If the acquisition agreement is terminated
due to a material breach of any representation, warranty, covenant or agreement
by Capstar Acquisition, then KRNA will be entitled to liquidated damages in the
amount of $350,000 as KRNA's exclusive remedy. Capstar Acquisition has secured
its obligation to consummate the asset purchase by placing into escrow a letter
of credit in the amount of $350,000.
SFX JACKSON/BILOXI ACQUISITION
On August 22, 1997, the Company agreed to acquire substantially all of
the assets of certain subsidiaries of SFX Broadcasting, Inc. ("SFX") used or
held for use in the operation of radio stations WMSI-FM, WJDX-FM, WKTF-FM,
WSTZ- FM, WJDS-AM and WZRX-AM, which serve the Jackson, Mississippi market, and
WKNN-FM and WMJY-FM, which serve the Biloxi, Mississippi market (the "SFX
Jackson/Biloxi Acquisition"). The purchase price of the SFX Jackson/Biloxi
Acquisition will be approximately $60.0 million payable in cash. The Company
and SFX intend to file (i) an application with the FCC for approval to transfer
control of the radio stations and (ii) a
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Notification and Report Form with the Department of Justice and the Federal
Trade Commission under the HSR Act. The Company anticipates that the SFX
Jackson/Biloxi Acquisition will be consummated in October 1998.
Under the terms of the acquisition agreement, which was entered into
by Capstar Acquisition, the acquisition agreement may be terminated by SFX
prior to consummation of the asset purchase under various circumstances,
including a material breach of any representation, warranty, covenant or
agreement by Capstar Acquisition. If the acquisition agreement is terminated
due to a material breach of any representation, warranty, covenant or agreement
by Capstar Acquisition, then SFX will be entitled to liquidated damages in the
amount of $3.0 million as SFX's exclusive remedy. Capstar Acquisition has
secured its obligation to consummate the asset purchase by placing into escrow
a letter of credit in the amount of $3.0 million.
KOSO ACQUISITION
On August 20, 1997, the Company agreed to acquire substantially all of
the assets of KOSO, Inc.("KOSO") used or held for use in the operation of radio
station KOSO-FM, which serves the Patterson, California market (the "KOSO
Acquisition"). The purchase price of the KOSO Acquisition will equal
approximately $8.0 million payable in cash. The Company and KOSO entered into
a LMA pursuant to which the Company will provide certain sales, programming and
marketing services for KOSO-FM beginning October 1, 1997. The Company intends
to file an FCC Assignment of License Application in September 1997. No filing
under the HSR Act is required. The Company anticipates that the KOSO
Acquisition will be consummated in the fourth quarter of this year.
Under the terms of the acquisition agreement, which was entered into
by Capstar Acquisition, the acquisition agreement may be terminated by KOSO
prior to consummation of the asset purchase under various circumstances,
including, but not limited to, a material breach of any representation,
warranty, covenant or agreement by Capstar Acquisition. If the acquisition
agreement is terminated due to a material breach of any representation,
warranty, covenant or agreement by Capstar Acquisition, then KOSO will be
entitled to liquidated damages in the amount of $400,000 as KOSO's exclusive
remedy. Capstar Acquisition has secured its obligation to consummate the asset
purchase by placing into escrow a letter of credit in the amount of $400,000.
CREDIT FACILITY
On August 12, 1997, the Company entered into the New Credit Facility.
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COMPLETED ACQUISITIONS AND DISPOSITIONS
On August 15 and 20, 1997, the Company consummated the Emerald City
Acquisition and the Madison Acquisition, respectively.
On September 5, 1997, Commodore Media of Delaware, Inc., a subsidiary
of the Company ("Commodore DE"), contributed the assets of WJBR-FM, including
the broadcast licenses, to Wilmington WJBR-FM, L.L.C., a Delaware limited
liability company ("WJBR"), in exchange for voting and non-voting interests in
WJBR. Concurrently with the contribution, Commodore DE sold the voting
interests to an unaffiliated third party that also serves as a manager of WJBR.
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