-----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, BQG/SR66CyG86zgE7pAQ3M/uGVJs4uHzuO1QaqNHgnoJOwM6Zc3s8YFsEHPI+mAB XcQSUWKjKumh0gX7QRujNg== 0000950134-97-006606.txt : 19970912 0000950134-97-006606.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950134-97-006606 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970908 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-25683 FILM NUMBER: 97676649 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 424B3 1 PROSPECTUS SUPPLEMENT 1 Filed Pursuant to Rule 424(b)(3) SEC File No. 333-25683 CAPSTAR 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 Broadcasting Partners, Inc., a Delaware corporation (the "Company"), relating to the offering by the Company of its registered 12 3/4% Senior Discount Notes due 2009 in exchange for all of its outstanding unregistered 12 3/4% Senior Discount Notes due 2009. All capitalized terms not otherwise defined herein have the meanings acribed 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 Cedar Rapids, Iowa market (the "KXMX Acquisition"). The purchase price of the KXMX 1 2 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 Notification and Report Form with the Department of Justice and the Federal Trade Commission 2 3 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. 3 4 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. 4 -----END PRIVACY-ENHANCED MESSAGE-----