-----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, F6q4QEvugqT5QvZolDNuQAr3FMFMDq0UiznwixtqfyfInIvdZPJiuzJX8apHkjc4 CGNg98FNt8Rr1ULZZ5cjWg== 0000950134-98-003419.txt : 19980422 0000950134-98-003419.hdr.sgml : 19980422 ACCESSION NUMBER: 0000950134-98-003419 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980421 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/A SEC ACT: SEC FILE NUMBER: 333-25263 FILM NUMBER: 98597858 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/A 1 AMENDMENT TO FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- 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 ------------------------- 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) 340-7800 NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ 2 The registrant, Capstar Broadcasting Partners, Inc. ("Capstar Partners"), 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 Broadcasting Partners, Inc., a wholly-owned subsidiary of Capstar Partners, 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. ------------------------- * Previously filed as an exhibit to the Form 8-K. 3 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 ------------------------------------ Name: William S. Banowsky, Jr. Title: Executive Vice President and General Counsel Date: April 21, 1998 4 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 99.1* -- Press release, dated March 30, 1998 99.2 -- Press release, dated April 14, 1998
- -------------------- * Previously filed as an exhibit to the Form 8-K. EX-99.2 2 PRESS RELEASE 1 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 -----END PRIVACY-ENHANCED MESSAGE-----