-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1lMmjRIB6LmxVqZxHeOy5D4YwbbI7UHv32IAIgUmKd9UguvpiHhpUtiBVPMiwdu c3q8r7XYXXOhXMQD3fta7g== 0000950134-97-006215.txt : 19970815 0000950134-97-006215.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950134-97-006215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970806 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTAR BROADCASTING PARTNERS INC CENTRAL INDEX KEY: 0001026516 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752672663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-25263 FILM NUMBER: 97663882 BUSINESS ADDRESS: STREET 1: 600 CONGRESS AVE STREET 2: SUITE 1400 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124046380 MAIL ADDRESS: STREET 1: 600 CONGRESS AVE STREET 2: SUITE 1400 CITY: AUSTIN STATE: TX ZIP: 78701 8-K 1 FORM 8-K 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): AUGUST 6, 1997 --------------------- CAPSTAR BROADCASTING PARTNERS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 333-25683 75-2672663 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Incorporation) Identification Number) 600 CONGRESS AVENUE 78701 SUITE 1400 (Zip code) AUSTIN, TEXAS (Address of principal executive offices)
Registrant's telephone number, including area code: (512) 404-6840 NOT APPLICABLE (former address if changed since last report) ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 6, 1997, Capstar 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 ("Benchmark") through a series of mergers and stock purchases, each dated as of December 9, 1996, among Benchmark, the Company, 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 Capstar Radio Broadcasting Partners, Inc., a Delaware corporation and a wholly owned subsidiary 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 the Company, 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 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits
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. ("the Company") 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., the Company, 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 the Company.(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) 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.(2)
- --------------- (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) Incorporated by reference to the Current Report on Form 8-K, dated August 14, 1997 of Capstar Radio Broadcasting Partners, Inc., File No. 33-92732. 2 4 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 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 -----END PRIVACY-ENHANCED MESSAGE-----