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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 1998
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CAPSTAR RADIO BROADCASTING PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-92732 13-3034720
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
600 CONGRESS AVENUE
SUITE 1400 78701
AUSTIN, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
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The registrant, Capstar Radio Broadcasting Partners, Inc. ("Capstar
Radio") hereby amends its Current Report on Form 8-K dated April 6, 1998 (the
"Form 8-K") as set forth herein.
ITEM 5. OTHER EVENTS.
In a press release dated April 14, 1998, a copy of which is filed as
Exhibit 99.2 hereto, Capstar Radio, a wholly-owned subsidiary of Capstar
Broadcasting Partners, Inc., announced the amendment and pricing of its tender
offer to purchase for cash all of its outstanding 13 1/4% Senior Subordinated
Notes due 2003 (the "Notes") and concurrent solicitation of consents to
proposed amendments to the indenture pursuant to which the Notes were issued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1* -- Press release, dated March 30, 1998.
99.2 -- Press release, dated April 14, 1998.
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* Previously filed as an exhibit to the Form 8-K.
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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 thereunto duly authorized.
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
(Registrant)
By:/s/WILLIAM S. BANOWSKY
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Name: William S. Banowsky, Jr.
Title: Executive Vice President and
General Counsel
Date: April 21, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<S> <C> <C>
99.1* -- Press release, dated March 30, 1998.
99.2 -- Press release, dated April 14, 1998.
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*Previously filed as an exhibit to the Form 8-K.
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EXHIBIT 99.2
CAPSTAR RADIO BROADCASTING PARTNERS, INC. PRICES
OFFER TO PURCHASE OUTSTANDING 13 1/4% NOTES DUE 2003
AUSTIN, TEXAS, APRIL 14, 1998 -- On April 13, 1998, Capstar Radio
Broadcasting Partners, Inc. ("Capstar Radio"), a subsidiary of Capstar
Broadcasting Partners, Inc., determined the price on and amended its previously
announced tender offer relating to its 13 1/4% Senior Subordinated Notes due
2003 (the "Notes"). The tender offer is being made concurrently with a
solicitation of consents (the "Consents") to proposed amendments to eliminate
certain restrictive covenants and to amend certain other provisions of the
indenture pursuant to which the Notes were issued.
The offer price for each $1,000 in Note principal is $1,139.28 (the
"Tender Offer Consideration"). The total consideration (the "Total
Consideration") is the Tender Offer Consideration plus accrued and unpaid
interest up to, but not including the Expiration Date (defined below) for a
total of $1,174.72 per $1,000 in Note principal. The Total Consideration was
determined by reference to a spread of 50 basis points over the yield to
maturity on the 6.250% U.S. Treasury Note maturing May 31, 1999 as of 2:00
p.m., New York City time, on April 13, 1998.
Holders who tender their Notes in the tender offer are obligated to
consent to the proposed amendments to the Indenture and may not deliver
consents without tendering Notes. No separate payment will be made for the
consents delivered concurrently with tenders of Notes.
The tender offer will expire at 5:00 p.m., New York City time, on
Monday, April 27, 1998 (the "Expiration Date"), unless extended. Noteholders
who validly tender (and do not withdraw) their Notes at or prior to such time
will receive the Tender Offer Consideration of $1,139.28 per $1,000 in Note
principal, plus accrued and unpaid interest on the Notes up to, but not
including, the Expiration Date of $35.44 per $1,000 in Note principal. Payment
of the Total Consideration will be made promptly after the Expiration Date.
Consummation of the tender offer and consent solicitation, and payment
of the Tender Offer Consideration, are subject to satisfaction or waiver of
various conditions, including the receipt by Capstar Radio of validly tendered
(and not withdrawn) Notes and Consents with respect thereto in an aggregate
principal amount equal to a majority of the principal amount of outstanding
Notes.
BT Alex. Brown Incorporated is the Dealer Manager for the tender offer
and the consent solicitation. The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Consent Solicitation Statement,
dated March 30, 1998 (the "Offer to Purchase"), and the related Consent and
Letter of Transmittal, which more fully set forth the terms of the tender offer
and consent solicitation. Questions and requests for assistance or for copies
of the Offer to Purchase and related documents may be directed to BT Alex.
Brown Incorporated at (212) 250- 9503.
Capstar Radio is the largest radio broadcaster in the United States
operating primarily in mid-sized markets. Since its first acquisition in
October 1996, Capstar Radio has assembled, on a pro forma basis after giving
effect to pending transactions, a nationwide portfolio of 300 owned and
operated or programmed stations in 75 mid-sized markets.
For more information contact:
Lisa Dollinger
Capstar Radio Broadcasting Partners, Inc.
600 Congress Avenue, Suite 1400
Austin, Texas
Telephone No. (512) 340-7800
