-----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, Dc1K4kswJ+YY1fWu2/dPIiwSJHvbMKrZxXsLkNWCtFSIfwQCkzAsDIBMcprMcmPm B66dzkHjPClMHGOGMymhVA== 0000950134-97-004087.txt : 19970520 0000950134-97-004087.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950134-97-004087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970501 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970516 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: 97610490 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): MAY 1, 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 SUITE 1400 78701 AUSTIN, TEXAS (Zip code) (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 May 1, 1997, Capstar Broadcasting Partners, Inc. (the "Company"), through its indirectly wholly-owned subsidiary Southern Star Communications, Inc. (formerly named Osborn Communications Corporation ("Osborn")), completed the acquisition of all of the outstanding capital stock of Dixie Broadcasting, Inc. ("Dixie") and Radio WBHP, Inc. ("Radio WBHP"), each an Alabama corporation, for an aggregate purchase price (the "Purchase Price") of approximately $24.5 million comprised of (i) $22.0 million paid in cash and (ii) two three-year consulting agreements valued at $2.5 million, pursuant to the Stock Purchase Agreement dated as of November 20, 1996, by and among Osborn and J. Mack Bramlett ("Mr. Bramlett"), Wilton H. Pollard, Jr. ("Mr. Pollard"), and Mr. Pollard and Frank K. Noojin, Jr., as Trustees of Trust "B" under the Will of Wilton H. Pollard, Sr., deceased (the holders of the outstanding capital stock of Dixie and Radio WBHP). Dixie and Radio WBHP are the sole members of Mountain Lakes Broadcasting, L.L.C., an Alabama limited liability company ("Mountain Lakes"), which is the licensee of radio stations WBHP-AM, WHOS-AM and WDRM-FM (collectively, the "Stations") in the Huntsville, Alabama market. The assets of Mountain Lakes consist of, among other things, broadcasting licenses granted by the Federal Communications Commission, transmitting antennae, transmitters and other broadcasting and technical equipment, technical information and data and certain real property. The Company currently intends to continue the broadcasting operations of Mountain Lakes and to utilize the assets of Mountain Lakes in such operations. The Purchase Price was determined through arm's length negotiations between Osborn and the shareholders of Dixie and Radio WBHP. The Company funded the Purchase Price from borrowings under the senior secured credit facility of Commodore Media, Inc., the Company's wholly-owned subsidiary, made available by Bankers Trust Company, as administrative agent, and other institutions party thereto, which provides for loans of up to $50 million in the form of a revolving credit facility. Concurrently with completion of the acquisition, Osborn entered into two three-year consulting agreements with two companies (each a "Consultant") owned by Mr. Bramlett and Mr. Pollard, respectively, pursuant to which each Consultant will provide consulting services to Osborn in regard to Osborn's broadcasting operations in Alabama. In addition to consulting fees of $2.5 million in the aggregate payable to the Consultants during the term of the consulting agreements, each Consultant will become entitled to receive an additional $750,000 payment if the broadcast cash flow of the Stations equals or exceeds targeted broadcast cash flow for the Stations. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to provide the required financial statements for Dixie and Radio WBHP at the time of this Report. The required financial statements will be filed as an amendment to this Report as soon as practicable, but no later than 60 days after the date this Report is required to be filed. 3 (b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the required pro forma financial information for Dixie and Radio WBHP at the time of this Report. The required pro forma financial information will be filed as an amendment to this Report as soon as practicable, but no later than 60 days after the date this Report is required to be filed. (c) EXHIBITS. 10.1 Stock Purchase Agreement, dated as of November 20, 1996, by and among Osborn, and the holders listed therein of all of the issued and outstanding capital stock of Dixie and Radio WBHP. Incorporated herein by reference to Commodore Media, Inc.'s Current Report on Form 8-K dated May 1, 1997, 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 thereunto duly authorized. CAPSTAR BROADCASTING PARTNERS, INC. (Registrant) By: /s/ William S. Banowsky, Jr. ------------------------------------ Name: William S. Banowsky, Jr. Title: Executive Vice President Date: May 15, 1997 5 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT TITLE PAGE - ------- ------------- ---- 10.1 Stock Purchase Agreement, dated as of November 20, 1996, by and among Osborn, and the holders listed therein of all of the issued and outstanding capital stock of Dixie Broadcasting, Inc., an Alabama corporation, and Radio WBHP, Inc., an Alabama corporation. Incorporated herein by reference to Commodore Media, Inc.'s Current Report on Form 8-K dated May 1, 1997, File No. 33-92732.
-----END PRIVACY-ENHANCED MESSAGE-----