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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): AUGUST 6, 1997
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CAPSTAR RADIO BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 33-92732 13-3034720
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification
of incorporation) Number)
600 CONGRESS AVENUE, 78701
SUITE 1400 (Zip code)
AUSTIN, TEXAS
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (512) 404-6840
NOT APPLICABLE
(Former name or former address if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 6, 1997, Capstar Radio Broadcasting Partners, Inc., a Delaware
corporation (the "Company") acquired beneficial ownership of Benchmark
Communications Radio Limited Partnership, a Maryland limited partnership and
certain of its subsidiaries and affiliates ("Benchmark") through a series of
mergers and stock purchases, each dated as of December 9, 1996, among Benchmark,
Capstar Broadcasting Partners, Inc., a Delaware corporation and sole stockholder
of the Company ("Capstar Partners"), certain wholly owned subsidiaries of Hicks,
Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership, and
other signatories thereto (the "Benchmark Acquisition"). The Benchmark
Acquisition was consummated for a purchase price of approximately $176.2
million, including certain transaction fees, comprised of $174.1 million paid in
cash, which was funded with proceeds from a debt offering of 9 1/4% Senior
Subordinated Notes due 2007 of the Company, equity investments by certain
affiliates of Hicks, Muse, Tate & Furst Incorporated, and borrowings under the
Company's credit facility, and Class A common stock, par value $0.01 per share,
of Capstar Broadcasting Corporation, the holder of all of the outstanding common
stock of Capstar Partners, having a deemed value of approximately $2.1 million.
The consideration paid was based upon arm's-length negotiations among the
parties. Benchmark owned and operated 31 radio stations (21 FM and 10 AM), which
the Company will continue to use for the purpose of radio broadcasts.
Benchmark's stations are located in 11 markets in the southeastern United
States, including the Dover, Delaware; Salisbury-Ocean City, Maryland;
Montgomery, Alabama; Shreveport, Louisiana; Jackson, Mississippi; Statesville,
North Carolina; Columbia and Greenville, South Carolina; Roanoke, Lynchburg and
Winchester, Virginia markets.
1
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
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2.1.1 -- Agreement and Plan of Merger, dated as of December 9,
1996, by and among Benchmark Communications Radio Limited
Partnership ("Benchmark"), Benchmark Acquisition, Inc.,
Benchmark Radio Acquisition Fund I Limited Partnership,
Benchmark Radio Acquisition Fund IV Limited Partnership,
Benchmark Radio Acquisition Fund VII Limited Partnership,
Benchmark Radio Acquisition Fund VIII Limited
Partnership, Joseph L. Mathias IV, Bruce R. Spector,
Capstar Broadcasting Partners, Inc. ("Capstar Partners")
and BCR Holding, Inc. ("Benchmark Merger Agreement").(1)
2.1.2 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 9, 1997, by and among Benchmark, Benchmark
Acquisition, Inc. and the other signatories listed
therein.(1)
2.1.3 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 31, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., Capstar Partners,
and the other signatories listed therein.(1)
2.1.4 -- Letter Agreement amending Benchmark Merger Agreement,
dated April 8, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., and Capstar
Partners.(1)
2.1.5* -- First Amendment to the Benchmark Merger Agreement, dated
July 1, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting Corporation ("Capstar Broadcasting").
2.1.6* -- Second Amendment to the Benchmark Merger Agreement, dated
August 6, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting.
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* Filed herewith.
(1) Incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 of Capstar Broadcasting Partners, Inc., File
No. 333-25683.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
(Registrant)
By:/s/ WILLIAM S. BANOWSKY, JR.
----------------------------------
Name: William S. Banowsky, Jr.
Title: Executive Vice President
and General Counsel
Date: August 14, 1997
3
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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2.1.1 -- Agreement and Plan of Merger, dated as of December 9,
1996, by and among Benchmark Communications Radio Limited
Partnership ("Benchmark"), Benchmark Acquisition, Inc.,
Benchmark Radio Acquisition Fund I Limited Partnership,
Benchmark Radio Acquisition Fund IV Limited Partnership,
Benchmark Radio Acquisition Fund VII Limited Partnership,
Benchmark Radio Acquisition Fund VIII Limited
Partnership, Joseph L. Mathias IV, Bruce R. Spector,
Capstar Broadcasting Partners, Inc. ("Capstar Partners")
and BCR Holding, Inc. ("Benchmark Merger Agreement").(1)
2.1.2 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 9, 1997, by and among Benchmark, Benchmark
Acquisition, Inc. and the other signatories listed
therein.(1)
2.1.3 -- Letter Agreement amending Benchmark Merger Agreement,
dated January 31, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., Capstar Partners,
and the other signatories listed therein.(1)
2.1.4 -- Letter Agreement amending Benchmark Merger Agreement,
dated April 8, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc., and Capstar
Partners.(1)
2.1.5* -- First Amendment to the Benchmark Merger Agreement, dated
July 1, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting Corporation ("Capstar Broadcasting").
2.1.6* -- Second Amendment to the Benchmark Merger Agreement, dated
August 6, 1997, by and among Benchmark, Benchmark
Acquisition, Inc., BCR Holding, Inc. and Capstar
Broadcasting.
</TABLE>
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* Filed herewith.
(1) Incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 of Capstar Broadcasting Partners, Inc., File
No. 333-25683.
<PAGE> 1
EXHIBIT 2.1.5
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT (the "First Amendment") to the Agreement and Plan of
Merger dated as of December 9, 1996 (the "Merger Agreement"), by and among
Benchmark Communications Radio Limited Partnership, a Maryland limited
partnership, Benchmark Acquisition, Inc., a Delaware corporation, Benchmark
Radio Acquisition Fund I Limited Partnership, a Maryland limited partnership,
Benchmark Radio Acquisition Fund IV Limited Partnership, a Maryland limited
partnership, Benchmark Radio Acquisition Fund VII Limited Partnership, a
Maryland limited partnership, Benchmark Radio Acquisition Fund VIII Limited
Partnership, a Maryland limited partnership, BCR Holding, Inc., a Delaware
corporation, Capstar Broadcasting Partners, Inc., a Delaware corporation
("Capstar"), Joseph L. Mathias and Bruce R. Spector in their capacities as
Partner Representatives and as General Partners, Grand Slam Radio Limited
Partnership, a Maryland limited partnership and Home Run Radio Limited
Partnership, a Maryland limited partnership, as amended by that certain Side
Letter dated January 9, 1997, by and between Benchmark Communications Radio
Limited Partnership and Benchmark Acquisition, Inc. and that certain Side
Letter dated January 31, 1997, by and among the parties to the Merger
Agreement, Benchmark Radio Acquisition Fund IX Limited Partnership, Benchmark
Radio Acquisition Fund X Limited Partnership, and Benchmark Radio Acquisition
Fund XI Limited Partnership, is entered into effective July 1, 1997, by and
among the parties to the Merger Agreement and Capstar Broadcasting Corporation,
a Delaware corporation ("CBC").
RECITALS:
WHEREAS, the parties to the Merger Agreement wish to amend the
Merger Agreement and grant certain waivers and consents, as set forth herein;
WHEREAS, the stockholders of Capstar have effected an exchange
pursuant to which the outstanding capital stock of Capstar has been exchanged
for all of the outstanding capital stock of CBC;
WHEREAS, pursuant to such exchange, Capstar has become a
wholly owned subsidiary of CBC;
WHEREAS, the parties to the Merger Agreement desire to amend
the Merger Agreement as provided herein pursuant to Section 10.3 of the Merger
Agreement;
WHEREAS, the parties to the Merger Agreement desire to
replace the reference to Capstar in Sections 5.6 and 9.2(b) of the Merger
Agreement so that such reference shall be deemed to refer to CBC for all
purposes;
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WHEREAS, the parties to the Merger Agreement have agreed that
prior to the Closing Date each of Spector and Mathias shall have the right, at
his individual option, to sell his Class B Limited Partnership interests in
Benchmark to Radioco IV, Inc., a Maryland corporation, in exchange for cash and
a promissory note, which note will be payable in full at Closing;
WHEREAS, the parties to the Merger Agreement have agreed that
upon the sale and assignment by Spector and Mathias of their Class B Limited
Partnership interests in Benchmark to Radioco IV, Inc., Radioco IV, Inc. shall
guarantee the liabilities and obligations of each of Spector and Mathias under
the Merger Agreement, provided, that such guarantee shall, in the aggregate,
not exceed the Merger Consideration received and held by Radioco IV, Inc.
pursuant to the Merger Agreement, provided further, that such guarantee by
Radioco IV, Inc. shall be diminished by the amount of Merger Consideration
disbursed to Spector or Mathias pursuant to the promissory note executed by
Radioco IV, Inc. in favor of Spector and Mathias, as payment for the Class B
Limited Partnership interests in Benchmark; and
WHEREAS, capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Merger Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the
agreements herein contained, the parties hereto covenant and agree as follows:
1. The reference to Capstar in Section 9.2(b) of the
Merger Agreement shall hereby be deemed, as of and after the date hereof, to
refer to CBC for all purposes.
2. CBC hereby assumes and agrees to perform and
discharge all of Capstar's duties and obligations under Sections 5.6 and 9.2(b)
of the Merger Agreement that are to be performed after the date hereof.
3. Mergeco, Parent, Capstar and CBC hereby consent to
the sale and assignment by Spector and Mathias, at their individual option, of
their Class B Limited Partnership interests in Benchmark to Radioco IV, Inc.,
subject to the condition that Radioco IV, Inc. shall guarantee the liabilities
and obligations of each of Spector and Mathias under the Merger Agreement,
provided, that such guarantee, in the aggregate, need not exceed the Merger
Consideration received and held by Radioco IV, Inc. pursuant to the Merger
Agreement, provided further, that such guarantee by Radioco IV, Inc. may be
diminished by the amount of Merger Consideration disbursed to Spector or
Mathias pursuant to the promissory note executed by Radioco IV, Inc. in favor
of Spector and Mathias, as payment for the Class B Limited Partnership
interests in Benchmark.
4. Except as herein specifically amended or supplemented, the
Merger Agreement shall continue in full force and effect in accordance with its
terms.
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5. This First Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.
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IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed, all as of the date first written above.
CAPSTAR BROADCASTING CORPORATION
/s/ WILLIAM S. BANOWSKY, JR.
------------------------------------
By: William S. Banowsky, Jr.
Its: Executive Vice President
BENCHMARK ACQUISITION, INC.
/s/ WILLIAM S. BANOWSKY, JR.
------------------------------------
By: William S. Banowsky, Jr.
Its: Executive Vice President
BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
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By: Bruce R. Spector
Its: General Partner
BCR HOLDING, INC.
/s/ WILLIAM S. BANOWSKY, JR.
------------------------------------
By: William S. Banowsky, Jr.
Its: Executive Vice President
CAPSTAR BROADCASTING PARTNERS, INC.
/s/ WILLIAM S. BANOWSKY, JR.
------------------------------------
By: William S. Banowsky, Jr.
Its: Executive Vice President
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BENCHMARK RADIO ACQUISITION FUND I
LIMITED PARTNERSHIP
By: BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
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By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION FUND IV
LIMITED PARTNERSHIP
By: BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
-------------------------------
By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION FUND VII
LIMITED PARTNERSHIP
By: BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
-------------------------------
By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION FUND VIII
LIMITED PARTNERSHIP
By: BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
-------------------------------
By: Bruce R. Spector
Its: General Partner
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/s/ BRUCE R. SPECTOR
-------------------------------------
Bruce R. Spector
/s/ JOSEPH L. MATHIAS IV
-------------------------------------
Joseph L. Mathias IV
HOME RUN RADIO LIMITED PARTNERSHIP
By: HR Radio Corporation
Its: General Partner
/s/ BRUCE R. SPECTOR
-------------------------------------
By: Bruce R. Spector
Its: President
GRAND SLAM RADIO LIMITED PARTNERSHIP
/s/ MICHAEL MATHIAS
-------------------------------------
By: Michael Mathias
Its: General Partner
<PAGE> 1
EXHIBIT 2.1.6
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment (the "Amendment") to the Agreement and
Plan of Merger by and among Benchmark Communications Radio Limited Partnership,
Benchmark Acquisition, Inc., Benchmark Radio Acquisition Fund I Limited
Partnership, Benchmark Radio Acquisition Fund IV Limited Partnership, Benchmark
Radio Acquisition Fund VII Limited Partnership, Benchmark Radio Acquisition
Fund VIII Limited Partnership, Joseph L. Mathias, Bruce R. Spector, Capstar
Broadcasting Corporation (as assignee of Capstar Broadcasting Partners, Inc.),
BCR Holding, Inc., Grand Slam Radio Limited Partnership and Home Run Radio
Limited Partnership, dated as of December 9, 1996, as amended by that certain
Side Letter dated January 9, 1997, by and among the parties to the Merger
Agreement, that certain Side Letter dated January 31, 1997, by and among the
parties to the Merger Agreement, Benchmark Radio Acquisition Fund IX Limited
Partnership, Benchmark Radio Acquisition Fund X Limited Partnership, and
Benchmark Radio Acquisition Fund XI Limited Partnership and by the First
Amendment to Agreement and Plan of Merger by and among the parties to the
Merger Agreement and Capstar Broadcasting Corporation, dated as of July 1, 1997
(as so amended, the "Merger Agreement") is entered into effective August 6,
1997.
WHEREAS, the parties to the Merger Agreement wish to amend the
Merger Agreement as provided herein (capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Merger Agreement);
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties agree as follows:
1. Benchmark has revised the amount of the Fund I Broadcast Cash Flow,
Fund IV Broadcast Cash Flow, Fund VIII Broadcast Cash Flow,
Statesville Broadcast Cash Flow, Jackson Broadcast Cash Flow and
Montgomery Broadcast Cash Flow from the amounts set forth on the BCF
Calculation as follows:
Fund I Broadcast Cash Flow: $1,042,009
Fund IV Broadcast Cash Flow: $2,816,211
Fund VIII Broadcast Cash Flow: $2,324,973
Jackson Broadcast Cash Flow: $1,761,330
Statesville Broadcast Cash Flow: $1,369,982
Montgomery Broadcast Cash Flow: $1,759,918
Mergeco and each of the other parties hereto consents to such
revision.
<PAGE> 2
2. Mergeco hereby waives the notice provisions set forth in Sections
1.6(g) and 1.8(e) of the Merger Agreement.
3. The parties agree that, notwithstanding Sections 1.6(g) and 1.6(h) of
the Merger Agreement, the Initial Closing Balance Sheet and the Closing
Balance Sheet shall be based on the consolidated balance sheet for each
of Benchmark, Fund I, Fund IV, Fund VII and Fund VIII, together with
their respective subsidiaries as of 11:59 p.m. on July 31, 1997, and
that such balance sheets shall include only current assets (other than
trade receivables), current liabilities (other than trade payables) and
long term liabilities. In addition, the parties agree that,
notwithstanding Sections 1.6(g) and 1.6(h) of the Merger Agreement, the
calculation of Initial Net Current Assets and Actual Net Current Assets
shall be made as of 11:59 p.m. on July 31, 1997, and that such
calculation shall not reflect any assets earned or liabilities incurred
after such time.
4. The number "60" is hereby replaced with the number "90" in the first
sentence of Section 1.6(h) of the Merger Agreement.
5. The first sentence of Section 1.8(a) of the Merger Agreement is hereby
amended by inserting the words "in an account of Partner
Representatives" before the words "for the benefit of" The last
sentence of Section 1.8(a) of the Merger Agreement shall be deleted
and replaced with the following sentence: "Following the Effective
Time, the Exchange Agent shall, pursuant to irrevocable instructions
delivered by Partner Representatives as soon as practicable after the
Effective Time, deliver cash equal in aggregate amount equal to the
Exchange Fund to holders of the Converted Partnership Interests as
specified by Partner Representatives in such instructions pursuant to
the terms of this Agreement out of the Exchange Fund."
6. Section 1.8(b) of the Merger Agreement is hereby amended by inserting
the words "in an account of Partner Representatives" after the words
"Post-Closing Escrow Agent."
7. Section 1.8(c) of the Merger Agreement is hereby amended by inserting
the words "in an account of Partner Representatives" after the words
"Post-Closing Escrow Agent."
8. The first sentence Section 1.12 of the Merger Agreement is hereby
amended by inserting the words "in an account of Partner
Representatives" immediately before the words "the Benchmark Allocable
Portion."
9. The first sentence of Section 1.13 of the Merger Agreement is hereby
amended by inserting the words "in an account of Partner
Representatives" after the words "Post-Closing Escrow Agent."
10. The definition of "Funded Debt" in the Merger Agreement is hereby
amended by deleting clause (ii) thereof.
11. The definition of "Unfunded Debt" in the Merger Agreement shall be
amended by adding the following sentence after the end of the first
sentence of such definition: "Unfunded
<PAGE> 3
Debt of a Person shall include capitalized lease obligations of such
Person and its subsidiaries." In addition, such definition shall be
amended by deleting the words "on the day immediately preceding the
Closing Date" and replacing them with the words "on July 31, 1997."
12. Section 6.9 of the Merger Agreement is amended by deleting the second
sentence and inserting the following sentence: "In order to allocate
the Benchmark Consideration for such purposes the parties agree that
an appraiser selected by Partner Representatives (which may be Bond &
Pecaro, Arthur Andersen or another appraiser reasonably acceptable to
the Surviving Partnership) will appraise the assets of Benchmark and
of each Fund as of the Closing Date."
13. The definition of "Parent Merger Loan" in the Merger Agreement is
hereby amended by replacing the word "Benchmark" with "BC Funds
Holdings Co., Inc., a wholly-owned subsidiary of Radioco III of
Delaware, Inc." In addition, for purposes of the Parent Merger Loan,
all references to "Benchmark Communications Radio Limited Partnership"
in Exhibit 5 to the Merger Agreement shall be replaced with references
to "BC Funds Holdings Co., Inc." Benchmark shall execute a guaranty of
the Parent Loan which is nonrecourse to any of the partners of
Benchmark.
14. The definition of "Partner Representatives" in the Merger Agreement is
hereby deleted and replaced with the following definition: "Partner
Representatives" means Bruce R. Spector and Joseph L. Mathias IV in
their capacities as Trustees for the Benchmark Liquidating Trust, a
trust formed under the laws of Maryland.
15. The parties agree that (i) Partner Representatives shall cause to be
prepared in a timely manner all income tax returns (or portions
thereof) for Benchmark, the Funds and their respective subsidiaries
that relate to tax periods ending before the Closing Date, and for any
tax period commencing before and ending after the Closing Date, but
only with respect to the portion of such period up to but not
including the Closing Date and (ii) the Surviving Partnership (or its
affiliates) shall cause to be prepared and filed in a timely manner
all other tax returns (or portions thereof). The parties agree to
cooperate with each other to ensure that the tax returns contemplated
by this paragraph 7 are properly prepared and filed.
16. Exhibit 9 to the Merger Agreement will be replaced with the License
Agreement attached hereto as Annex A.
17. Each of the Assignment of New Funds Partnership Interests shall be
executed in the form of Annex B hereto, and, pursuant to such
Assignment of New Funds Partnership Interests, Bruce R. Spector shall,
prior to the Effective Time, assign his limited partnership interest
in each of the New Funds to Country Heartlines, Incorporated.
18. Each of the parties hereto consents to the reclassification of certain
of the limited partnership interests owned by Benchmark in (i) the
Existing Funds (other than Fund VII) into Class A Limited Partnership
Interests of such Existing Funds and (ii) Fund VII into
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Class C Limited Partnership Interests and to the execution of the
amendments to the Other Benchmark Merger Agreements in the form of
Annex C hereto.
19. The parties agree that Spector shall, effective as of the Effective
Time, resign as trustee of any Fund Pension Plans or Fund Employee
Benefit Plans with respect to which he serves in such capacity.
Mathias shall remain a trustee under such Fund Pension Plans or Fund
Employee Benefit Plans with respect to which he serves in such
capacity immediately prior to the Effective Time. The Surviving
Partnership shall replace Mathias as trustee under such plans with a
qualified replacement trustee as soon as practicable after the
Effective Time (and in any event no later than October 15, 1997), and
Mathias shall resign as trustee under such plans effective the date
that the replacement trustee is selected.
<PAGE> 5
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be signed, all as of the date first written above.
BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ BRUCE R. SPECTOR
------------------------------------
By: Bruce R. Spector
Its: General Partner
Agreed to and Accepted,
BENCHMARK ACQUISITION, INC.
/s/ KATHY ARCHER
- -----------------------
By: Kathy Archer
Its: Vice President
BCR HOLDING, INC.
/s/ KATHY ARCHER
- -----------------------
By: Kathy Archer
Its: Vice President
CAPSTAR BROADCASTING CORPORATION
/s/ KATHY ARCHER
- -----------------------
By: Kathy Archer
Its: Vice President
<PAGE> 6
BENCHMARK RADIO ACQUISITION
FUND I LIMITED PARTNERSHIP
By: Benchmark Communication Radio
Limited Partnership, its General Partner
/s/ BRUCE R. SPECTOR
------------------------------
By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION
FUND IV LIMITED PARTNERSHIP
By: Benchmark Communication Radio
Limited Partnership, its General Partner
/s/ BRUCE R. SPECTOR
------------------------------
By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION
FUND VII LIMITED PARTNERSHIP
By: Benchmark Communication Radio
Limited Partnership, its General Partner
/s/ BRUCE R. SPECTOR
------------------------------
By: Bruce R. Spector
Its: General Partner
BENCHMARK RADIO ACQUISITION
FUND VIII LIMITED PARTNERSHIP
By: Benchmark Communication Radio
Limited Partnership, its General Partner
/s/ BRUCE R. SPECTOR
------------------------------
By: Bruce R. Spector
Its: General Partner
<PAGE> 7
HOME RUN RADIO LIMITED PARTNERSHIP
By: HR Radio Corporation
Its: General Partner
/s/ BRUCE R. SPECTOR
---------------------------------
By: Bruce R. Spector
Its: President
GRAND SLAM RADIO LIMITED PARTNERSHIP
/s/ MICHAEL MATHIAS
----------------------------------
By: Michael Mathias
Its: General Partner
