-----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, GtX43HlYkVXZu6KLr5woFH20Szf9koqale1XfLLG1QCRNMSqUz5QmVuDPckVSeFV 3Ype4LnD81hRQXmFzbGu1Q== 0000950134-99-008923.txt : 19991018 0000950134-99-008923.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950134-99-008923 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991014 GROUP MEMBERS: CAPSTAR BOSTON PARTNERS LLC GROUP MEMBERS: CAPSTAR BROADCASTING PARTNERS LP GROUP MEMBERS: CAPSTAR BT PARTNERS LP GROUP MEMBERS: HICKS MUSE FUND II INC GROUP MEMBERS: HICKS MUSE FUND III INC GROUP MEMBERS: HICKS MUSE FUND IV LLC GROUP MEMBERS: HICKS MUSE GP PARTNERS III LP GROUP MEMBERS: HICKS MUSE GP PARTNERS LP GROUP MEMBERS: HICKS MUSE TATE & FURST EQUITY FUND II L P GROUP MEMBERS: HM2/CHANCELLOR GP LP GROUP MEMBERS: HM2/CHANCELLOR HOLDINGS INC GROUP MEMBERS: HM2/CHANCELLOR LP GROUP MEMBERS: HM2/GP PARTNERS LP GROUP MEMBERS: HM2/HMW LP GROUP MEMBERS: HM3/CAPSTAR INC GROUP MEMBERS: HM3/CAPSTAR PARTNERS LP GROUP MEMBERS: HM3/GP PARTNERS LP GROUP MEMBERS: HM4 CHANCELLOR LP GROUP MEMBERS: THOMAS O HICKS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMFM INC CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752247099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42635 FILM NUMBER: 99728220 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP/ DATE OF NAME CHANGE: 19970924 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN MEDIA CORP DATE OF NAME CHANGE: 19930326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HICKS MUSE TATE & FURST EQUITY FUND II L P CENTRAL INDEX KEY: 0000930504 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CRESCENT COUNT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D (RULE 13d-101) Under the Securities Exchange Act of 1934 (AMENDMENT NO. 6) AMFM INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 001693 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) THOMAS O. HICKS 200 CRESCENT COURT, SUITE 1600 DALLAS, TEXAS 75201 (214) 740-7300 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) OCTOBER 2, 1999 - -------------------------------------------------------------------------------- (Date of event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ] (Continued on following pages) Page 1 2 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) MR. THOMAS O. HICKS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,137,293 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 55,335,731 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 4,137,293 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 55,335,731 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,473,024 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 3 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM2/CHANCELLOR, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,127,402 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 13,127,402 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,127,402 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 4 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM2/CHANCELLOR GP, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,127,402 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 13,127,402 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,127,402 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 5 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM2/CHANCELLOR HOLDINGS, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,127,402 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 13,127,402 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,127,402 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 6 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 6 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM2/HMW, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,155,514 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 2,155,514 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,155,514 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 7 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,170,446 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 2,170,446 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,170,446 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 8 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM2/GP PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,170,446 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 2,170,446 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,170,446 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 9 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE GP PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,170,446 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 2,170,446 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,170,446 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 10 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 10 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE FUND II INCORPORATED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,170,446 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 2,170,446 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,170,446 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 11 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 11 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM4/CHANCELLOR, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 8,542,485 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 8,542,485 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,542,485 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 12 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 12 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE FUND IV LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 8,542,485 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 8,542,485 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,542,485 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 13 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 13 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) CAPSTAR BROADCASTING PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 30,007,111 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 30,007,111 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,007,111 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 14 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM3/CAPSTAR PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 30,007,111 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 30,007,111 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,007,111 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 15 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM3/CAPSTAR, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 30,007,111 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 30,007,111 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,007,111 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 16 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 16 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) CAPSTAR BT PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,268,411 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 1,268,411 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,268,411 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 17 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) CAPSTAR BOSTON PARTNERS, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 135,136 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 135,136 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,136 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 18 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 18 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HM3/GP PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,403,547 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 1,403,547 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,547 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 19 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 19 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE GP PARTNERS III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,403,547 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 1,403,547 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,547 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 20 - ----------------------------- ---------------------------- CUSIP No. 001693 10 0 13D Page 20 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HICKS, MUSE FUND III INCORPORATED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,403,547 OWNED BY ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------- 10 SHARED DISPOSITIVE POWER 1,403,547 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,547 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (i) THE EXISTENCE OF ANY GROUP AND (ii) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 21 This Amendment No. 6 to Schedule 13D amends and supplements Items 3, 4, 5, 6, and 7 contained in the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on or about September 15, 1997 (the "Schedule 13D"), as amended by Amendment No. 1 filed on March 24, 1998, as further amended by Amendment No. 2 filed on September 16, 1998, as further amended by Amendment No. 3 filed on March 24, 1999, as further amended by Amendment No. 4 filed on April 15, 1999, by Thomas O. Hicks, HM2/Chancellor, L.P., HM2/Chancellor GP, L.P., HM2/Chancellor Holdings, Inc., HM2/HMW, L.P., Hicks, Muse, Tate & Furst Equity Fund II, L.P., HM2/GP Partners, L.P., Hicks, Muse GP Partners, L.P., Hicks, Muse Fund II Incorporated, HM4 Chancellor, L.P., and Hicks, Muse Fund IV LLC, and as further amended by Amendment No. 5 filed on July 13, 1999, by Mr. Thomas O. Hicks ("Mr. Hicks"), HM2/Chancellor, L.P., a Texas limited partnership ("HM2/Chancellor"), HM2/Chancellor GP, L.P., a Texas limited partnership ("HM2/Chancellor GP"), HM2/Chancellor Holdings, Inc., a Texas corporation ("HM2/Chancellor Holdings"), HM2/HMW, L.P., a Texas limited partnership ("HM2/HMW"), Hicks, Muse, Tate & Furst Equity Fund II, L.P., a Delaware limited partnership ("HM Fund II"), HM2/GP Partners, L.P., a Texas limited partnership ("HM2/GP Partners"), Hicks, Muse GP Partners, L.P., a Texas limited partnership ("Hicks Muse Partners"), Hicks, Muse Fund II Incorporated, a Texas corporation ("Fund II Incorporated"), HM4/Chancellor, L.P., a Texas limited partnership ("HM4"), Hicks, Muse Fund IV LLC, a Texas limited liability company ("HM Fund IV"), Capstar Broadcasting Partners, L.P., a Delaware limited partnership ("Capstar Partners"), HM3/Capstar Partners, L.P., a Texas limited partnership ("HM3/Capstar Partners"), HM3/Capstar, Inc., a Texas corporation ("HM3/Capstar"), Capstar BT Partners, L.P., a Delaware limited partnership ("BT Partners"), Capstar Boston Partners, L.L.C., a Delaware limited liability company ("Boston Partners"), HM3/GP Partners, L.P., a Texas limited partnership ("HM3/Partners"), Hicks, Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), and Hicks, Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated") (collectively, the "Reporting Persons"), with respect to the Common Stock, $0.01 par value ("Common Stock"), of AMFM Inc. (formerly known as Chancellor Media Corporation) (the "Company"). Items 1 and 2 of the original Schedule 13D, as amended, remain unchanged. Each capitalized term used herein and not otherwise defined has the meaning given such term in the original Schedule 13D, as amended. Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Capstar Merger. On July 13, 1999, CMC Merger Sub, Inc., a wholly-owned subsidiary of the Company, merged with and into Capstar Broadcasting Corporation, a Delaware corporation ("Capstar"), with Capstar surviving the merger as a wholly-owned subsidiary of the Company. Pursuant to the terms of the merger agreement related to such transaction, holders of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock (collectively, the "Capstar Common Stock") of Capstar outstanding immediately prior to the merger became entitled to receive 0.4955 of a share of Common Stock of the Company for each share of Capstar Common Stock held by such holders. The following Reporting Persons received or may be deemed to have received shares of Common Stock of the Company in exchange for Capstar Common Stock as a result of the merger: Page 21 22
Number of Shares Received Number of Shares Received Reporting Person (Sole Voting and Dispositive Power) (Shared Voting and Dispositive Power) - ---------------- ----------------------------------- ------------------------------------- Thomas O. Hicks 2,465,404 32,878,221 Capstar Partners -- 30,198,013 HM3/Capstar Partners -- 30,198,013 HM3/Capstar -- 30,198,013 BT Partners -- 2,536,822 Boston Partners -- 135,136 HM3/Partners -- 2,671,958 GP Partners III -- 2,671,958 Fund III Incorporated -- 2,671,958
For a description of the nature of the sole and shared voting and dispositive power of the shares received in the merger and described above, see Item 5(b) of this Amendment No. 6 to Schedule 13D. Distributions. On October 7, 1999, HM4 effected a distribution of 170,515 shares of Common Stock of the Company to certain of its partners (the "HM4 Distribution"), including 24,745 shares that were ultimately distributed to Mr. Hicks, 3,950 shares that were ultimately distributed to trusts for which Mr. Hicks serves as the trustee and which are for the benefit of the children of Mr. Hicks, 798 shares that were ultimately distributed to a limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member, and 17,911 shares that were ultimately distributed to another limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member. On October 7, 1999, Capstar Partners effected a distribution of 190,902 shares of Common Stock of the Company to certain of its partners (the "Capstar Partners Distribution"), including 26,256 shares that were ultimately distributed to Mr. Hicks, 4,455 shares that were ultimately distributed to trusts for which Mr. Hicks serves as the trustee and which are for the benefit of the children of Mr. Hicks, 900 shares that were ultimately distributed to a limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member, and 21,826 shares that were ultimately distributed to another limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member. On October 7, 1999, BT Partners effected a distribution of 1,268,411 shares of Common Stock of the Company to certain of its partners (the "BT Partners Distribution" and together with the HM4 Distribution and the Capstar Partners Distribution, the "Distributions"). The ownership of the shares distributed in the BT Partners Distribution is not attributable to Mr. Hicks. ITEM 4. PURPOSE OF TRANSACTION Capstar Merger. The shares of Common Stock received by the Reporting Persons described under the heading "Capstar Merger" in Item 3 to this Amendment No. 6 to Schedule 13D were acquired as a result of the merger of the Company and Capstar and are being held by such Reporting Persons for investment purposes. Mr. Hicks is the Chairman of the Board and Chief Executive Officer of the Company and, through the relationships described in Item 5 hereof Page 22 23 and considering the Distributions, may be deemed to beneficially own approximately 28.4% of the outstanding shares of Common Stock of the Company. Mr. Hicks may be deemed to have received options to acquire 969,616 shares of Common Stock (the "Options") as partial consideration for the termination of certain contractual arrangements that Hicks, Muse & Co. Partners, L.P. ("Hicks Muse Partners") had with Capstar prior to the merger. The Options are held by Hicks Muse Partners. Mr. Hicks is a limited partner of Hicks Muse Partners and a shareholder and executive officer of HM Partners Inc., the general partner of Hicks Muse Partners and, accordingly, may be deemed to beneficially own all or a portion of the Options held by Hicks Muse Partners. The Options become exercisable when the average fair market value of the Common Stock equals or exceeds $100 per share for a period of 30 consecutive trading days during the five year period following July 13, 1999, the date of the grant; provided, that the Options become immediately exercisable upon a change of control of the Company. Distributions. The shares of Common Stock received by the Reporting Persons described under the heading "Distributions" in Item 3 to this Amendment No. 6 to Schedule 13D were acquired as a result of a distribution by certain limited partnerships holding Common Stock of the Company and are being held by such Reporting Persons for investment purposes. Clear Channel Communications, Inc. Merger. Pursuant to that certain Agreement and Plan of Merger dated October 2, 1999 (the "Merger Agreement"), among Clear Channel Communications, Inc. (the "Parent"), CCU Merger Sub, Inc, a wholly owned subsidiary of the Parent (the "Merger Sub"), and the Company, the Merger Sub will be merged (the "Merger") with and into the Company, and the Company will become a wholly-owned subsidiary of the Parent. The following summary of certain terms of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is incorporated herein by reference. The Merger Agreement provides, among other things, that upon the consummation of the Merger each share of Common Stock, issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than shares of Common Stock held as treasury shares of the Company) will be converted into 0.9400 (the "Conversion Number") of a duly authorized, validly issued and nonassessable share of the common stock, par value $.10 per share ("Parent Common Stock"), of the Parent, such Conversion Number being subject to adjustment as described in the Merger Agreement. Consummation of the Merger is subject to various conditions, covenants and agreements fully set forth in the Merger Agreement, including, without limitation, the conditions that (i) the Merger and Merger Agreement be approved by the holders of a majority of the outstanding shares of Common Stock at a stockholders meeting to be called by the Company, (ii) the holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at a stockholders meeting to be called by the Parent approve the issuance of shares of Parent Common Stock to the stockholders of the Company in the Merger, and (iii) after consummation of the Merger, certain director nominees, including Thomas O. Hicks, be elected to the Board of Directors of the Parent and Mr. Hicks be appointed Vice Chairman of the Board of Directors of the Parent. Pursuant to the Voting Agreement dated October 2, 1999 (the "Hicks Voting Agreement"), by and between the Parent and Mr. Hicks, Mr. Hicks has agreed as follows: (1) to vote (or cause to be voted) all of the shares of Common Stock of which Mr. Hicks is the record owner (the "Hicks Shares") (and any and all securities issued or issuable in respect thereof) and which Mr. Hicks is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (i) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation Page 23 24 of the Company under the Merger Agreement; and (iii) except for all such actions which may be permitted to the Company under the Merger Agreement, against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries other than the Merger, (B) a sale or transfer of a material amount of assets of the Company or any of its material subsidiaries or the issuance of any securities of the Company or any subsidiary, (C) any change in the Board of Directors of the Company other than in connection with an annual meeting of the stockholders of the Company with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case Mr. Hicks has agreed to vote for the slate proposed by the incumbent Board) or (D) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement; and (2) Mr. Hicks may sell, transfer, assign, pledge, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Hicks Shares or any interest contained therein, free from obligations on the transferee, assignee, or pledge under the Hicks Voting Agreement; provided, however, Mr. Hicks shall not be released from his obligations under paragraph (1) to the extent Mr. Hicks retains voting rights over such Hicks Shares. Pursuant to the Voting Agreement dated October 2, 1999 (the "Hicks Affiliate Voting Agreement"), among Parent and HM2/HMW, HM2/Chancellor, HM4, and Capstar Partners (collectively, the "Hicks Affiliates"), each of the Hicks Affiliates has agreed as follows: (1) to vote (or cause to be voted) all of the shares of Common Stock of which such Hicks Affiliate is the record owner (the "Affiliate Shares") (and any and all securities issued or issuable in respect thereof) and which such Hicks Affiliate is entitled to vote (or to provide its written consent thereto), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, in the same manner as described in paragraph (1) of the description of the Hicks Voting Agreement; (2) not to sell, transfer, assign, pledge, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Affiliate Shares or any interest contained therein; (3) not to, except as contemplated by the Hicks Affiliate Voting Agreement, grant any proxies or power of attorney to enter into a voting agreement or other arrangement with respect to the Affiliate Shares, other than the Hicks Affiliate Voting Agreement; (4) not to deposit the Affiliate Shares into a voting trust; and Page 24 25 (5) not to buy, sell or trade any equity security of the Parent, including, without limitation, entering into any put, call, option, swap, collar or any other derivative transaction which has a similar economic effect. The foregoing summary of the terms of the Hicks Voting Agreement and Hicks Affiliate Voting Agreement (collectively, the "Voting Agreements") is qualified in its entirety by reference to the respective Voting Agreements, copies of which are attached hereto and incorporated herein by reference. Except as otherwise set forth in this Item 4, the Reporting Persons do not have any plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, and any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (vii) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF ISSUER Following the transactions described in Item 3: (a) (1) Mr. Hicks may be deemed to beneficially own in the aggregate 59,473,024 shares of the Common Stock of the Company, representing approximately 28.4% of the outstanding shares of Common Stock. Of such shares, Mr. Hicks has sole voting and dispositive power with respect to 4,137,293 shares, and shared voting and dispositive power with respect to 55,335,731 shares as a result of the relationships described in paragraph (b)(1) below. (2) HM2/Chancellor may be deemed to beneficially own in the aggregate 13,127,402 shares of the Common Stock of the Company, representing approximately 6.3% of the outstanding shares of Common Stock. Of such shares, HM2/Chancellor has sole voting and dispositive power with respect to no shares, Page 25 26 and shared voting and dispositive power with respect to 13,127,402 shares as a result of the relationships described in paragraph (b)(2) below. (3) HM2/Chancellor GP may be deemed to beneficially own in the aggregate 13,127,402 shares of the Common Stock of the Company, representing approximately 6.3% of the outstanding shares of Common Stock. Of such shares, HM2/Chancellor GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 13,127,402 shares as a result of the relationships described in paragraph (b)(3) below. (4) HM2/Chancellor Holdings may be deemed to beneficially own in the aggregate 13,127,402 shares of the Common Stock of the Company, representing approximately 6.3% of the outstanding shares of Common Stock. Of such shares, HM2/Chancellor Holdings has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 13,127,402 shares as a result of the relationships described in paragraph (b)(4) below. (5) HM2/HMW may be deemed to beneficially own in the aggregate 2,155,514 shares of the Common Stock of the Company, representing approximately 1.0% of the outstanding shares of Common Stock. Of such shares, HM2/HMW has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,155,514 shares as a result of the relationships described in paragraph (b)(5) below. (6) HM Fund II may be deemed to beneficially own in the aggregate 2,170,446 shares of the Common Stock of the Company, representing approximately 1.0% of the outstanding shares of Common Stock. Of such shares, HM Fund II has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,170,446 shares as a result of the relationships described in paragraph (b)(6) below. (7) [Intentionally omitted.] (8) HM2/GP Partners may be deemed to beneficially own in the aggregate 2,170,446 shares of the Common Stock of the Company, representing approximately 1.0% of the outstanding shares of Common Stock. Of such shares, HM2/GP Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,170,446 shares as a result of the relationships described in paragraph (b)(8) below. (9) Hicks Muse Partners may be deemed to beneficially own in the aggregate 2,170,446 shares of the Common Stock of the Company, representing approximately 1.0% of the outstanding shares of Common Stock. Of such shares, Hicks Muse Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,170,446 shares as a result of the relationships described in paragraph (b)(9) below. Page 26 27 (10) Fund II Incorporated may be deemed to beneficially own in the aggregate 2,170,446 shares of the Common Stock of the Company, representing approximately 1.0% of the outstanding shares of Common Stock. Of such shares, Fund II Incorporated has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,170,446 shares as a result of the relationships described in paragraph (b)(10) below. (11) HM4 may be deemed to beneficially own in the aggregate 8,542,485 shares of the Common Stock of the Company, representing approximately 4.1% of the outstanding shares of Common Stock. Of such shares, HM4 has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,542,485 shares as a result of the relationships described in paragraph (b)(11) below. (12) HM Fund IV may be deemed to beneficially own in the aggregate 8,542,485 shares of the Common Stock of the Company, representing approximately 4.1% of the outstanding shares of Common Stock. Of such shares, HM Fund IV has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,542,485 shares as a result of the relationships described in paragraph (b)(12) below. (13) Capstar Partners may be deemed to beneficially own in the aggregate 30,007,111 shares of the Common Stock of the Company, representing approximately 14.3% of the outstanding shares of Common Stock. Of such shares, Capstar Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 30,007,111 shares as a result of the relationships described in paragraph (b)(13) below. (14) HM3/Capstar Partners may be deemed to beneficially own in the aggregate 30,007,111 shares of the Common Stock of the Company, representing approximately 14.3% of the outstanding shares of Common Stock. Of such shares, HM3/Capstar Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 30,007,111 shares as a result of the relationships described in paragraph (b)(14) below. (15) HM3/Capstar may be deemed to beneficially own in the aggregate 30,007,111 shares of the Common Stock of the Company, representing approximately 14.3% of the outstanding shares of Common Stock. Of such shares, HM3/Capstar has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 30,007,111 shares as a result of the relationships described in paragraph (b)(15) below. (16) BT Partners may be deemed to beneficially own in the aggregate 1,268,411 shares of the Common Stock of the Company, representing approximately 0.6% of the outstanding shares of Common Stock. Of such shares, BT Partners has sole voting and dispositive power with respect to no shares, and Page 27 28 shared voting and dispositive power with respect to 1,268,411 shares as a result of the relationships described in paragraph (b)(16) below. (17) Boston Partners may be deemed to beneficially own in the aggregate 135,136 shares of the Common Stock of the Company, representing approximately 0.1% of the outstanding shares of Common Stock. Of such shares, Boston Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 135,136 shares as a result of the relationships described in paragraph (b)(17) below. (18) HM3/Partners may be deemed to beneficially own in the aggregate 1,403,547 shares of the Common Stock of the Company, representing approximately 0.7% of the outstanding shares of Common Stock. Of such shares, HM3/Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 1,403,547 shares as a result of the relationships described in paragraph (b)(18) below. (19) GP Partners III may be deemed to beneficially own in the aggregate 1,403,547 shares of the Common Stock of the Company, representing approximately 0.7% of the outstanding shares of Common Stock. Of such shares, GP Partners III has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 1,403,547 shares as a result of the relationships described in paragraph (b)(19) below. (20) Fund III Incorporated may be deemed to beneficially own in the aggregate 1,403,547 shares of the Common Stock of the Company, representing approximately 0.7% of the outstanding shares of Common Stock. Of such shares, Fund III Incorporated has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 1,403,547 shares as a result of the relationships described in paragraph (b)(20) below. (b) (1) Of the 4,137,293 shares of Common Stock for which Mr. Hicks has sole voting and dispositive power, 3,657,625 shares are held of record by Mr. Hicks, 331,030 shares are held of record by Mr. Hicks as the trustee of certain trusts for the benefit of Mr. Hicks' children, 108,901 shares are held of record by a private foundation controlled by Mr. Hicks, and 39,737 shares are owned of record by a limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member. Of the 55,335,731 shares of Common Stock for which Mr. Hicks has shared voting and dispositive power, 23,293 shares are owned by Mr. Hicks of record as the co-trustee of a trust for the benefit of unrelated parties, 61,447 shares are owned of record by a limited partnership of which the general partner is a limited liability company of which Mr. Hicks is the sole member, and 55,250,991 of such shares are owned of record as follows: 13,127,402 shares of Common Stock are owned of record by HM2/Chancellor; 2,155,514 shares of Common Stock are owned of record by HM2/HMW; 14,932 shares of Common Stock are owned of record by HM Fund II; 8,542,485 shares of Page 28 29 Common Stock are owned of record by a nominee on behalf of HM4; 30,007,111 shares are held of record by Capstar Partners; 1,268,411 shares of Common Stock are owned of record by BT Partners; and 135,136 shares of Common Stock are owned of record by Boston Partners. HM2/Chancellor GP is the general partner of HM2/Chancellor and, therefore, may be deemed to be the beneficial owner of the shares of Common Stock owned of record by HM2/Chancellor. HM2/Chancellor Holdings is the general partner of HM2/Chancellor GP and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM2/Chancellor GP. Mr. Hicks is the sole director and owns all of the outstanding shares of capital stock of HM2/Chancellor Holdings and, therefore, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by HM2/Chancellor Holdings. HM Fund II is the general partner of HM2/HMW and, therefore, may be deemed to be the beneficial owner of the shares held of record by HM2/HMW. HM2/GP Partners is the general partner of HM Fund II and, therefore, may be deemed to be the beneficial owner of the shares held of record and beneficially owned by HM Fund II. Hicks Muse Partners is the general partner of HM2/GP Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM2/GP Partners. Fund II Incorporated is the general partner of Hicks Muse Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by Hicks Muse Partners. Mr. Hicks is the controlling stockholder, Chairman of the Board, Chief Executive Officer and Partner of Fund II Incorporated and, therefore, may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by Fund II Incorporated. HM Fund IV is the general partner of HM4 and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM4. Mr. Hicks is the sole member of HM Fund IV and, therefore, may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by HM Fund IV. HM3/Capstar Partners is the general partner of Capstar Partners and, therefore, may be deemed to be the beneficial owner of the shares held of record by Capstar Partners. HM3/Capstar is the general partner of HM3/Capstar Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM3/Capstar Partners. Mr. Hicks is the sole shareholder, director, Chairman of the Board, Chief Executive Officer and Partner of HM3/Capstar and, therefore, may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by HM3/Capstar. HM3/Partners is the general partner of each of BT Partners and Boston Partners and, therefore, may be deemed to be the beneficial owner of the shares held of record by BT Partners and Boston Partners. GP Partners III is the Page 29 30 general partner of HM3/Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM3/Partners. Fund III Incorporated is the general partner of GP Partners III and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by GP Partners III. Mr. Hicks is the sole shareholder, director, Chairman of the Board, Chief Executive Officer and Partner of Fund III Incorporated and, therefore, may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by Fund III Incorporated. (2) Of the 13,127,402 shares of Common Stock for which HM2/Chancellor has shared voting and dispositive power, 13,127,402 of such shares are held of record by HM2/Chancellor. (3) Of the 13,127,402 shares of Common Stock for which HM2/Chancellor GP has shared voting and dispositive power, none of such shares are held of record by HM2/Chancellor GP, and 13,127,402 of such shares are held of record by HM2/Chancellor. HM2/Chancellor GP is the general partner of HM2/Chancellor and, therefore, may be deemed to be the beneficial owner of the shares owned of record by HM2/Chancellor. (4) Of the 13,127,402 shares of Common Stock for which HM2/Chancellor Holdings has shared voting and dispositive power, none of such shares are held of record by HM2/Chancellor Holdings, and 13,127,402 of such shares may be beneficially owned by HM2/Chancellor GP. HM2/Chancellor Holdings is the general partner of HM2/Chancellor GP and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM2/Chancellor GP. (5) Of the 2,155,514 shares of Common Stock for which HM2/HMW has shared voting and dispositive power, 2,155,514 of such shares are held of record by HM2/HMW. (6) Of the 2,170,446 shares of Common Stock for which HM Fund II has shared voting and dispositive power, 14,932 of such shares are held of record by HM Fund II, and 2,155,514 of such shares are held of record by HM2/HMW. HM Fund II is the general partner of HM2/HMW and, therefore, may be deemed to be the beneficial owner of the shares held of record by HM2/HMW. (7) [Intentionally omitted.] (8) Of the 2,170,446 shares of Common Stock for which HM2/GP Partners has shared voting and dispositive power, none of such shares are held of record by HM2/GP Partners, and 2,170,446 of such shares are held of record and beneficially by HM Fund II. HM2/GP Partners is the general partner of HM Fund II and, therefore, may be deemed to be the beneficial owner of the shares held of record and beneficially owned by HM Fund II. Page 30 31 (9) Of the 2,170,446 shares of Common Stock for which Hicks Muse Partners has shared voting and dispositive power, none of such shares are held of record by Hicks Muse Partners, and 2,170,446 of such shares are beneficially owned by HM2/GP Partners. Hicks Muse Partners is the general partner of HM2/GP Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM2/GP Partners. (10) Of the 2,170,446 shares of Common Stock for which Fund II Incorporated has shared voting and dispositive power, none of such shares are held of record by Fund II Incorporated, and 2,170,446 of such shares may be beneficially owned by Hicks Muse Partners. Fund II Incorporated is the general partner of Hicks Muse Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by Hicks Muse Partners. (11) Of the 8,542,485 shares of Common Stock for which HM4 has shared voting and dispositive power, 8,542,485 of such shares are beneficially owned by HM4. (12) Of the 8,542,485 shares of Common Stock for which HM Fund IV has shared voting and dispositive power, none of such shares are held of record by HM Fund IV, and 8,542,485 of such shares are beneficially owned by HM4. HM Fund IV is the general partner of HM4 and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM4. (13) Of the 30,007,111 shares of Common Stock for which Capstar Partners has shared voting and dispositive power, 30,007,111 of such shares are held of record by Capstar Partners. (14) Of the 30,007,111 shares of Common Stock for which HM3/Capstar Partners has shared voting and dispositive power, none of such shares are held of record by HM3/Capstar Partners, and 30,007,111 of such shares are held of record by Capstar Partners. HM3/Capstar Partners is the general partner of Capstar Partners and, therefore, may be deemed to be the beneficial owner of the shares owned of record by Capstar Partners. (15) Of the 30,007,111 shares of Common Stock for which HM3/Capstar has shared voting and dispositive power, none of such shares are held of record by HM3/Capstar, and 30,007,111 of such shares are beneficially owned by HM3/Capstar Partners. HM3/Capstar is the general partner of HM3/Capstar Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM3/Capstar Partners. (16) Of the 1,268,411 shares of Common Stock for which BT Partners has shared voting and dispositive power, 1,268,411 of such shares are held of record by BT Partners. Page 31 32 (17) Of the 135,136 shares of Common Stock for which Boston Partners has shared voting and dispositive power, 135,136 of such shares are held of record by Boston Partners. (18) Of the 1,403,547 shares of Common Stock for which HM3/Partners has shared voting and dispositive power, none of such shares are held of record by HM3/Partners, 1,268,411 of such shares are held of record by BT Partners, and 135,136 of such shares are beneficially owned by Boston Partners. HM3/Partners is the general partner of each of BT Partners and Boston Partners and, therefore, may be deemed to be the beneficial owner of the shares owned of record by BT Partners and Boston Partners. (19) Of the 1,403,547 shares of Common Stock for which GP Partners III has shared voting and dispositive power, none of such shares are held of record by GP Partners III, and 1,403,547 of such shares are beneficially owned by HM3/Partners. GP Partners III is the general partner of HM3/Partners and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by HM3/Partners. (20) Of the 1,403,547 shares of Common Stock for which Fund III Incorporated has shared voting and dispositive power, none of such shares are held of record by Fund III Incorporated, and 1,403,547 of such shares are beneficially owned by GP Partners III. Fund III Incorporated is the general partner of GP Partners III and, therefore, may be deemed to be the beneficial owner of the shares beneficially owned by GP Partners III. Each of the Reporting Persons expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares of Common Stock covered by this Amendment No. 6 to Schedule 13D not owned by him or it of record. (c) See Item 3. (d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock held of record by HM2/Chancellor, HM2/HMW, HM Fund II, Capstar Partners, BT Partners and Boston Partners and beneficially owned by HM4 described in paragraphs (a) and (b) above is governed by the limited partnership and limited liability agreements, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information regarding the Merger Agreement, the Voting Agreements, and the Options that is set forth in Item 4 of this Amendment No. 6 to Schedule 13D is incorporated herein by reference. Page 32 33 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 10.1 Agreement and Plan of Merger dated October 2, 1999, among Parent, Merger Sub, and Company. (1) 10.2 Voting Agreement dated October 2, 1999, by and between Parent and Thomas O. Hicks.* 10.3 Voting Agreement dated October 2, 1999, among Parent and Hicks Affiliates.* 10.4 Stock Option Grant Agreement dated July 13, 1999, by and between the Company and Hicks Muse Partners for 335,099 shares.* 10.5 Stock Option Grant Agreement dated July 13, 1999, by and between the Company and Hicks Muse Partners for 634,517 shares.* 99.1 Joint Filing Agreement dated September 14, 1999 among Reporting Persons. (2) - ------------------ *Filed herewith. (1) Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on October 5, 1999. (2) Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed by the Reporting Persons on September 15, 1999, and is incorporated herein by reference thereto. Page 33 34 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 By: * - ----------------------------------- ----------------------------------- Date Name: Thomas O. Hicks *By: /s/ David W. Knickel --------------------------------- David W. Knickel Attorney-in-Fact Page 34 35 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE FUND II INCORPORATED - ----------------------------------- Date By: /s/ David W. Knickel ---------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 35 36 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE GP PARTNERS, L.P. - ----------------------------------- Date By: HICKS, MUSE FUND II INCORPORATED, its general partner By: /s/ David W. Knickel ---------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 36 37 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM2/GP PARTNERS, L.P. - ----------------------------------- Date By: HICKS, MUSE GP PARTNERS, L.P., its general partner By: HICKS, MUSE FUND II INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 37 38 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE, TATE & FURST EQUITY - ----------------------------------- FUND II, L.P. Date By: HM2/GP PARTNERS, L.P., its general partner By: HICKS, MUSE GP PARTNERS, L.P., its general partner By: HICKS, MUSE FUND II INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 38 39 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM2/HMW, L.P. - ----------------------------------- Date By: HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P., its general partner By: HM2/GP PARTNERS, L.P., its general partner By: HICKS, MUSE GP PARTNERS, L.P., its general partner By: HICKS, MUSE FUND II INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 39 40 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM2/CHANCELLOR, L.P. - ----------------------------------- Date By: HM2/CHANCELLOR GP, L.P., its general partner By: HM2/CHANCELLOR HOLDINGS, INC., its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 40 41 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM2/CHANCELLOR GP, L.P. - ----------------------------------- Date By: HM2/CHANCELLOR HOLDINGS, INC., its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 41 42 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM2/CHANCELLOR HOLDINGS, INC. - ----------------------------------- Date By: /s/ David W. Knickel ------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 42 43 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM4/CHANCELLOR, L.P. - ----------------------------------- Date By: HICKS, MUSE FUND IV LLC, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 43 44 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE FUND IV LLC - ----------------------------------- Date By: /s/ David W. Knickel ---------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 44 45 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 CAPSTAR BROADCASTING PARTNERS, L.P. - ----------------------------------- Date By: HM3/CAPSTAR PARTNERS, L.P., its general partner By: HM3/CAPSTAR, INC., its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 45 46 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM3/CAPSTAR PARTNERS, L.P. - ----------------------------------- Date By: HM3/CAPSTAR, INC., its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 46 47 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM3/CAPSTAR, INC. - ----------------------------------- Date By: /s/ David W. Knickel ---------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 47 48 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 CAPSTAR BT PARTNERS, L.P. - ----------------------------------- Date By: HM3/GP PARTNERS, L.P., its general partner By: HICKS, MUSE GP PARTNERS III, L.P., its general partner By: HICKS, MUSE FUND III INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 48 49 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 CAPSTAR BOSTON PARTNERS, L.L.C. - ----------------------------------- Date By: HM3/GP PARTNERS, L.P., its managing member By: HICKS, MUSE GP PARTNERS III, L.P., its general partner By: HICKS, MUSE FUND III INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 49 50 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HM3/GP PARTNERS, L.P. - ----------------------------------- Date By: HICKS, MUSE GP PARTNERS III, L.P., its general partner By: HICKS, MUSE FUND III INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 50 51 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE GP PARTNERS III, L.P. - ----------------------------------- Date By: HICKS, MUSE FUND III INCORPORATED, its general partner By: /s/ David W. Knickel ------------------------------ Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 51 52 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 12, 1999 HICKS, MUSE FUND III INCORPORATED - ----------------------------------- Date By: /s/ David W. Knickel ---------------------------------- Name: David W. Knickel Title: Vice President, Treasurer and Secretary Page 52 53 EXHIBIT INDEX
Exhibit No. Description ------- ----------- 10.1 Agreement and Plan of Merger dated October 2, 1999, among Parent, Merger Sub, and Company. (1) 10.2 Voting Agreement dated October 2, 1999, by and between Parent and Thomas O. Hicks.* 10.3 Voting Agreement dated October 2, 1999, among Parent and Hicks Affiliates.* 10.4 Stock Option Grant Agreement dated July 13, 1999, by and between the Company and Hicks Muse Partners for 335,099 shares.* 10.5 Stock Option Grant Agreement dated July 13, 1999, by and between the Company and Hicks Muse Partners for 634,517 shares.* 99.1 Joint Filing Agreement dated September 14, 1999 among Reporting Persons. (2)
- ---------------- *Filed herewith. (1) Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on October 5, 1999. (2) Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed by the Reporting Persons on September 15, 1999, and is incorporated herein by reference thereto. EX-10.2 2 VOTING AGREEMENT DATED OCTOBER 2, 1999 1 EXHIBIT 10.2 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of October, 1999, is entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Parent"), and THOMAS O. HICKS (the "Stockholder"). W I T N E S S E T H: WHEREAS, Parent, CCU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and AMFM INC., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, to merge Merger Sub with and into the Company (the "Merger"); WHEREAS, as of the date hereof, the Stockholder is the record owner of the number of shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") set forth on Schedule I attached hereto; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that the Stockholder agree, and the Stockholder is willing to agree, to the matters set forth herein. Except as specified herein, terms defined in the Merger Agreement are used herein as defined therein. NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows: 1. Voting of Shares. 1.1. Voting Agreement. The Stockholder hereby agrees to vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and any actions required in furtherance thereof; (b) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) except for all such actions which may be permitted to the Company under Section 5.1(a) of the Merger Agreement, against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries other than the Merger, (b) a sale or transfer of a material amount of assets of the Company or any of its material subsidiaries or the issuance of any securities of the Company or any subsidiary, (c) any change in the Board of Directors of the Company other than in connection with an annual meeting of the shareholders of the Company 2 with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case he agrees to vote for the slate proposed by the incumbent Board) or (d) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement. 2. Representations and Warranties of Stockholder. The Stockholder represents and warrants to Parent as follows in each case as of the date hereof: 2.1. Binding Agreement. The Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 2.2. No Conflict. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof in each case by the Stockholder (a) requires any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to, any governmental entity, (b) results in a default (or an event which, with notice or lapse of time or both, would become a default) or gives rise to any right of termination by any third party, cancellation, amendment or acceleration under any material contract, agreement, instrument, commitment, arrangement or understanding, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of the Shares, (c) requires any material consent, authorization or approval of any person other than a governmental entity which has not been obtained, or (d) violates or conflicts with any order, writ, injunction, decree or law applicable to the Stockholder or the Shares. 2.3. Ownership of Shares. Except as set forth in Schedule II, the Stockholder is the record owner of the Shares free and clear of any security interests, liens, charges, encumbrances, options or restriction on the right to vote the Shares. The Stockholder holds exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement and to the rights of pledgees under pledge agreements. The Shares represent all of the shares of capital stock of the Company owned of record by the Stockholder. 3. Representations and Warranties of Parent. Parent represents and warrants to the Stockholder as follows in each case as of the date hereof: 3.1. Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Parent, and except for the approval of 2 3 the issuance of shares of Parent Common Stock in the Merger by holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at the Parent Special Meeting and obtaining all other Parent Stockholder Approvals required by Section 5.3 of the Merger Agreement, no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby. Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 3.2. No Conflict. Neither the execution and delivery of this Agreement, the consummation by Parent of the transactions contemplated hereby, nor the compliance by Parent with any of the provisions hereof will (a) conflict with or result in a breach of any provision of its Articles of Incorporation or By-laws, (b) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Exchange Act) with, or notification to, any governmental entity, (c) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract, agreement, instrument, commitment, arrangement or understanding, (d) require any material consent, authorization or approval of any person other than a governmental entity, or (e) violate or conflict with any order, writ, injunction, decree or law applicable to Parent. 4. Transfer; Additional Shares. 4.1. Transfers Permitted. The Stockholder may sell, transfer, assign, pledge, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein, free from obligations on the transferee, assignee, or pledgee under this Agreement; provided, however, the Stockholder shall not be released from its obligations under Section 1 to the extent that the Stockholder retains voting rights over such Shares. 4.2. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Shares or (ii) the Stockholder becoming the record owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the record owner thereof, as described in clause (ii), as though they were Shares hereunder. The Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock acquired by the Stockholder, if any, after the date hereof. 3 4 5. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy which may be available at law or in equity. 6. Termination. Except for Section 7 hereof, which shall survive for the period specified therein, this Agreement shall terminate on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date the Stockholder ceases to own any Shares. 7. Indemnification. Parent shall, to the fullest extent permitted under applicable law, indemnify and hold harmless the Stockholder against any costs or expenses (including attorneys' fees as provided below), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation by the Company or any stockholder of the Company asserting any breach by the Stockholder of any fiduciary duty on his part to the Company or the other stockholders of the Company by reason of the Stockholder entering into this Agreement, for a period of six years after the date hereof. In the event the Stockholder seeks indemnification from Parent for any such claim, action, suit, proceeding or investigation (whether arising before or after the termination of this Agreement), (a) Parent shall pay the fees and expenses of one counsel selected by such Stockholder and reasonably acceptable to Parent to represent such Stockholder in connection therewith promptly after statements therefor are received, and (b)Parent and Merger Sub will cooperate in the defense of any such matter; provided, however, that Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); provided, further, that in the event that any claim or claims for indemnification under this Section 7 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any and all such claims. This Section 7 shall survive until the latest of the following: (i) six years from the date hereof, (ii) the termination of this Agreement, and (iii) the final disposition of all claims for indemnification asserted or made within the six-year period following the date hereof. 8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): 4 5 If to the Parent, to: Clear Channel Communications, Inc. 200 Concord Plaza Suite 600 San Antonio, Texas 78216-6940 Attention: L. Lowry Mays Facsimile No.: (210) 822-2299 with a copy to: Akin, Gump, Strauss, Hauer & Feld L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas 75201 Attention: Michael E. Dillard, P.C. Facsimile No.: (214) 969-4343 If to the Stockholder, to: Thomas O. Hicks 200 Crescent Court Suite 1600 Dallas, Texas 75201 Facsimile No.: (214) 740-7313 with a copy to: Lawrence D. Stuart, Jr. Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attention: Lawrence D. Stuart, Jr. Facsimile No.: (214) 740-7313 9. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. 10. Consideration. This Agreement is granted in consideration of the execution and delivery of the Merger Agreement by Parent. 11. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 5 6 12. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 14. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas (without giving effect to the provisions thereof relating to conflicts of law). 15. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 16. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17. Stockholder Capacity. Neither the Stockholder nor any designee of the Stockholder who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in its capacity as such director or officer. The Stockholder signs solely in his capacity as the record owner of the Stockholder's Shares and nothing herein shall limit or affect any actions taken by the Stockholder or any designee of the Stockholder in his capacity as an officer or director of the Company. As used herein, the term "record owner" or "record holder" shall mean ownership of Shares directly or through a nominee. 6 7 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Stockholder and a duly authorized officer of Parent on the day and year first written above. PARENT: CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION /s/ RANDALL T. MAYS -------------------------------------------- By: Randall T. Mays Title: Executive Vice President and Chief Executive Officer STOCKHOLDER: /S/ THOMAS O. HICKS -------------------------------------------- THOMAS O. HICKS 8 SCHEDULE I TO VOTING AGREEMENT
Name of Stockholder Number of Shares ------------------- ---------------- Thomas O. Hicks 3,606,624
9 SCHEDULE II TO VOTING AGREEMENT None. EX-10.3 3 VOTING AGREEMENT DATED OCTOBER 2, 1999 1 EXHIBIT 10.3 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of this 2nd day of October, 1999, is entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Parent"), and the other parties listed on the signature page hereof (collectively, the "Stockholders" or individually, a "Stockholder"). W I T N E S S E T H: WHEREAS, Parent, CCU Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and AMFM Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, to merge Merger Sub with and into the Company (the "Merger"); WHEREAS, as of the date hereof, the Stockholders are the record owners of the number of shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") set forth opposite their respective names on Schedule I attached hereto; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that the Stockholders agree, and the Stockholders are willing to agree, to the matters set forth herein. Except as specified herein, terms defined in the Merger Agreement are used herein as defined therein. NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows: 1. Voting of Shares. 1.1. Voting Agreement. Each of the Stockholders hereby agrees to vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and any actions required in furtherance thereof; (b) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) except for all such actions which may be permitted to the Company under Section 5.1(a) of the Merger Agreement, against (a) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries other than the Merger, (b) a sale or transfer of a material amount of assets of the Company or any of its material subsidiaries or the issuance of any 2 securities of the Company or any subsidiary, (c) any change in the Board of Directors of the Company other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case they agree to vote for the slate proposed by the incumbent Board) or (d) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement. 2. Representations and Warranties of Stockholders. Each Stockholder represents and warrants to Parent as follows in each case as of the date hereof: 2.1. Binding Agreement. Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 2.2. No Conflict. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof in each case by such Stockholder (a) requires any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to, any governmental entity, (b) results in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any material contract, agreement, instrument, commitment, arrangement or understanding, or results in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of the Shares, (c) requires any material consent, authorization or approval of any person other than a governmental entity which has not been obtained, or (d) violates or conflicts with any order, writ, injunction, decree or law applicable to any Stockholder or the Shares. 2.3. Ownership of Shares. Except as set forth in Schedule II and except as may be provided in the organizational documents, if any, of any Stockholder, the Stockholders are the record owners of the Shares free and clear of any security interests, liens, charges, encumbrances, options or restriction on the right to vote the Shares. The Stockholders hold exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement. Except as set forth in Schedule I, the Shares represent all of the shares of capital stock of the Company owned of record by the Stockholders. 3. Representations and Warranties of Parent. Parent represents and warrants to the Stockholders as follows in each case as of the date hereof: 3.1. Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions 2 3 contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Parent, and except for the approval of the issuance of shares of Parent Common Stock in the Merger by holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at the Parent Special Meeting and obtaining all other Parent Stockholder Approvals required by Section 5.3 of the Merger Agreement, no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby. Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 3.2. No Conflict. Neither the execution and delivery of this Agreement, the consummation by Parent of the transactions contemplated hereby, nor the compliance by Parent with any of the provisions hereof will (a) conflict with or result in a breach of any provision of its Articles of Incorporation or By-laws, (b) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Exchange Act) with, or notification to, any governmental entity, (c) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract, agreement, instrument, commitment, arrangement or understanding, (d) require any material consent, authorization or approval of any person other than a governmental entity, or (e) violate or conflict with any order, writ, injunction, decree or law applicable to Parent. 4. Transfer and Other Restrictions. For so long as the Merger Agreement is in effect: 4.1. Transfers Prohibited. Each of the Stockholders agrees not to: (a) sell, transfer, assign, pledge, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein; (b) except as contemplated by this Agreement, grant any proxies or power of attorney or enter into a voting agreement or other arrangement with respect to the Shares, other than this Agreement; (c) deposit the Shares into a voting trust; or (d) buy, sell or trade any equity security of Parent including, without limitation, entering into any put, call, option, swap, collar or any other derivative transaction which has a similar economic effect. 4.2. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, 3 4 combination or exchange of shares of capital stock of the Company on, of or affecting the Shares or (ii) the Stockholder becoming the beneficial owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by a Stockholder immediately following the effectiveness of the events described in clause (i) or a Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Shares hereunder. Each of the Stockholders hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock acquired by such Stockholder, if any, after the date hereof. 5. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy which may be available at law or in equity. 6. Termination. Except for Section 7 hereof, which shall survive for the period specified therein, this Agreement shall terminate, with respect to a Stockholder to whom any of the following applies, as applicable, on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date such Stockholder ceases to own any Shares other than as a result of the breach of this Agreement; provided, however, this Agreement shall not terminate with respect to the other Stockholders to whom none of the foregoing clauses (i) through (iv) applies. 7. Indemnification. Parent shall, to the fullest extent permitted under applicable law, indemnify and hold harmless each of the Stockholders against any costs or expenses (including attorneys' fees as provided below), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation by the Company or any stockholder of the Company asserting any breach by the Stockholder of any fiduciary duty on his part to the Company or the other stockholders of the Company by reason of the Stockholder entering into this Agreement, for a period of six years after the date hereof. In the event a Stockholder seeks indemnification from Parent for any such claim, action, suit, proceeding or investigation (whether arising before or after the termination of this Agreement), (a) Parent shall pay the fees and expenses of one counsel selected by such Stockholder and reasonably acceptable to Parent to represent such Stockholder in connection therewith promptly after statements therefor are received, and (b) Parent and Merger Sub will cooperate in the defense of any such matter; provided, however, that Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); provided, further, that in the event that any claim or claims for indemnification under this Section 7 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any and all such claims. This Section 7 shall survive until the latest of the following: (i) six years from the date hereof, (ii) the termination of this Agreement, and (iii) the final disposition of all claims for indemnification asserted or made within the six-year period following the date hereof. 4 5 8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): If to the Parent, to: Clear Channel Communications, Inc. 200 Concord Plaza Suite 600 San Antonio, Texas 78216-6940 Attention: L. Lowry Mays Facsimile No.: (210) 822-2299 with a copy to: Akin, Gump, Strauss, Hauer & Feld L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas 75201 Attention: Michael E. Dillard, P.C. Facsimile No.: (214) 969-4343 If to the Stockholders, to: Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attention: Lawrence D. Stuart, Jr. Facsimile No.: (214) 740-7313 with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue Dallas Texas,75201 Attention: Michael Wortley, Esq. Facsimile No.: (214) 999-7732 9. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. 5 6 10. Consideration. This Agreement is granted in consideration of the execution and delivery of the Merger Agreement by Parent. 11. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 12. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 14. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas (without giving effect to the provisions thereof relating to conflicts of law). 15. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 16. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17. Record Ownership. As used herein, the term "record owner" or "record holder" shall mean ownership of Shares directly or through a nominee. 6 7 HMTF VOTING AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Stockholders and a duly authorized officer of Parent on the day and year first written above. PARENT CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION /s/ Randall T. Mays ----------------------------------------- By: Randall T. Mays Title: Executive Vice President and Chief Executive Officer 7 8 HMTF VOTING AGREEMENT SIGNATURE PAGE STOCKHOLDERS: HM2/HMW, L.P. By: HICKS, MUSE, TATE & FURST EQUITY FUND II, L.P., its general partner By: HM2/GP PARTNERS, L.P., its general partner By: HICKS, MUSE GP PARTNERS, L.P., its general partner By: HICKS, MUSE FUND II INCORPORATED, its general partner By: /s/ Thomas O. Hicks -------------------------------------- Name: Thomas O. Hicks Title: President HM2/CHANCELLOR, L.P. By: HM2/CHANCELLOR GP, L.P., its general partner BY: HM2/CHANCELLOR HOLDINGS, INC., ITS GENERAL PARTNER By: /s/ Thomas O. Hicks -------------------------------------- Name: Thomas O. Hicks Title: President 8 9 HMTF VOTING AGREEMENT SIGNATURE PAGE HM4/CHANCELLOR, L.P. By: HICKS, MUSE FUND IV LLC, its general partner By: /s/ Thomas O. Hicks -------------------------------------- Name: Thomas O. Hicks Title: President CAPSTAR BROADCASTING PARTNERS, L.P. BY: HM3/CAPSTAR PARTNERS, L.P., ITS GENERAL PARTNER By: HM3/CAPSTAR, INC., its general partner By: /s/ Thomas O. Hicks -------------------------------------- Name: Thomas O. Hicks Title: President 9 10 SCHEDULE I TO VOTING AGREEMENT
Name of Stockholder Number of Shares - ------------------- ---------------- HM2/HMW, L.P. 2,155,514 HM2/Chancellor, L.P. 13,127,402 Capstar Broadcasting Partners, L.P.(1) 30,007,111 HM4/Chancellor, L.P. (2) 8,542,485
(1) Does not include 190,902 shares of Company Common Stock that Capstar Broadcasting Partners, L.P. is in the process of distributing to its partners, and such shares shall not be subject to this Agreement in any respect. (2) Does not include 170,515 shares of Company Common Stock that HM4/Chancellor, L.P. is in the process of distributing to its partners, and such shares shall not be subject to this Agreement in any respect. 11 SCHEDULE II TO VOTING AGREEMENT None. EX-10.4 4 STOCK OPTION GRANT AGREEMENT 1 EXHIBIT 10.4 THIS OPTION AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN REASONABLY ACCEPTABLE FORM AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR. STOCK OPTION GRANT AGREEMENT GRANTED TO: Hicks, Muse & Co. Partners, L.P., a Texas limited partnership DATE OF GRANT: July 13, 1999 NUMBER OF UNDERLYING SHARES: 335,099 shares EXERCISE PRICE: $52.00 per share VESTING SCHEDULE: As described in Paragraph 4 below This Stock Option Grant Agreement (this "Option") is made and entered into as of July 13, 1999 (the "Date of Grant") between Chancellor Media Corporation, a Delaware corporation to be renamed AMFM Inc. (the "Company"), and Hicks, Muse & Co. Partners, L.P., a Texas limited partnership (the "Holder"). Certain terms used in this Option are defined in Paragraph 16. 1. Grant. The Holder is granted an option to purchase 335,099 shares (the "Option Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company. The Option granted hereunder is in partial consideration for the termination of the Financial Advisory Agreement dated July 1, 1997, between Capstar Broadcasting Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, and Grantee, on the date hereof. 2. Exercise Price. The Option's exercise price is $52.00 per share (the "Exercise Price"). 3. Term. The Option, unless sooner terminated or exercised in full, shall expire at 5:00 p.m., Dallas, Texas time, on the later to occur of (a) July 13, 2004 or (b) the 90th day after this Option becomes exercisable. No portion of the Option may be exercised after such date. 4. Vesting and Exercisability. The Option Shares shall be fully vested on the Date of Grant. The Option shall become exercisable to acquire Option Shares at any time or from time to time after the first to occur of (i) a Change in Control or (ii) the date on which the average Fair 2 Market Value of the Common Stock, calculated on a daily basis (when added to any cash consideration attributable to any prior Capital Reorganization), equals or exceeds $100.00 per share (the "Exercisability Value") for a period of 30 consecutive days (excluding non-Business Days for purposes of calculating the average Fair Market Value during such 30-day period) during the period from (and including) the Date of Grant through (and including) the fifth anniversary of the Date of Grant. Upon the completion of a Common Stock Reorganization, the Exercisability Value shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a dollar amount determined by multiplying the Exercisability Value in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization. 5. Impact of Other Options. If this Option becomes exercisable, the Holder may exercise this Option in whole or in part regardless of whether any other stock option that the Holder has been granted by the Company remains unexercised. 6. Method of Exercise. (a) To exercise this Option in whole or in part, the Holder shall deliver to the Company, at the Option Agency, (i) this Option, (ii) a written notice, in substantially the form of the Subscription Notice attached hereto as Annex A, of such Holder's election to exercise this Option, which notice shall specify (A) the number of Option Shares to be purchased, (B) the denominations of the share certificate or certificates desired, and (C) the name or names in which such certificates are to the registered, (iii) if the Common Stock to be received upon the exercise of this Option has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (iv) payment of the Exercise Price with respect to such Option Shares. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer; provided, however, that if this Option is exercised after the occurrence of a Change in Control that is also a Capital Reorganization in which cash is received by the stockholders of the Company, then the Holder may elect to offset the amount of cash due to the Holder from such Capital Reorganization against the Exercise Price payable upon exercise of this Option. The Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Option Shares specified in said notice. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice or, if such notice shall not specify denominations, shall be in the amount of the number of Option Shares for which the Option is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such shares, as of the date the aforementioned notice is received by the Company. If this Option -2- 3 shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Option evidencing the right to purchase the remaining Option Shares called for by this Option, which new Option shall in all other respects be identical with this Option, or, at the request of the Holder, appropriate notation may be made on this Option which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of share certificates and a new Option, except that, if share certificates or a new Option shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. (b) Shares To Be Fully Paid and Nonassessable. All shares of Common Stock issued upon the exercise of this Option shall be validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder, and from all taxes. (c) No Fractional Shares To Be Issued. The Company shall not be required to issue fractions of shares of Common Stock upon exercise of this Option. If any fraction of a share would, but for this Paragraph, be issuable upon any exercise of this Option, in lieu of such fractional share the Company shall pay to the Holder, in cash, an amount equal to such fraction of the Fair Market Value per share of Common Stock of the Company on the Business Day immediately prior to the date of such exercise. (d) Restrictive Legend. If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing the Option Shares purchased pursuant to the exercise of this Option shall bear an appropriate legend, in form and substance as determined by the Company, giving notice of applicable restrictions on transfer under or with respect to such laws. (e) Reservation; Authorization. The Company has reserved and will keep available for issuance upon exercise of this Option the total number of shares of Common Stock deliverable upon exercise of this Option from time to time outstanding. The issuance of such shares has been duly and validly authorized and, when issued and sold in accordance with this Option, such shares will be duly and validly issued, fully paid and nonassessable. 7. Option Agency; Transfer; Exchange and Replacement of Option. (a) Option Agency. At any time, the Company may appoint and thereafter maintain, at its own expense, an agency in New York, New York, which agency may be the Company's then existing transfer agent (the "Option Agency"), for certain purposes specified herein, and shall give prompt notice of such appointment (and appointment of any successor Option Agency) to the Holder. Until an independent Option Agency is so appointed, the Company shall perform the obligations of the Option Agency provided herein at its address as specified on the signature page hereto or such other address as the Company shall specify by notice to the Holder. -3- 4 (b) Ownership of Option. The Company may deem and treat the Person in whose name this Option is registered as the Holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by any Person other than the Option Agency) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Option for registration of transfer as provided in this Paragraph 7. (c) Transfer of Option. The Company agrees to maintain at the Option Agency books for the registration of transfers of the Options, and transfer of this Option and all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Option at the Option Agency, together with a written assignment of this Option duly executed by the Holder or his or its duly authorized agent or attorney, with (unless the Holder is the original Holder or another institutional investor) signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon such transfer. Upon surrender the Company shall execute and deliver a new Option or Options in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Option shall promptly be canceled. The Option Agency shall not be required to register any transfers if the Holder fails to furnish to the Company, after a request therefor, an opinion of counsel (who may be an employee of such Holder) reasonably satisfactory to the Company that such transfer is exempt from the registration requirements of the Securities Act and applicable blue sky laws. (d) Division of Option. This Option may be divided upon surrender hereof to the Option Agency, together with a written notice specifying the names and denominations in which the new Options are to be issued, signed by the Holder. Subject to compliance with Paragraph 7(c) as to any transfer which may be involved in the division, the Company shall execute and deliver new Options in exchange for the Option or Options to be divided in accordance with such notice. (e) Loss, Theft, Destruction or Mutilation of Options. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Option, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Option, a new Option of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock as provided for in such lost, stolen, destroyed or mutilated Option. (f) Expenses of Delivery of Options. The Company shall pay all expenses, taxes (other than transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of this Option and the Common Stock issuable hereunder. 8. Stockholders Agreement. The Common Stock issuable upon exercise of this Option is subject to the Stockholders Agreement. The Company shall keep a copy of the Stockholders Agreement, and any amendments thereto, at the Option Agency and shall furnish copies thereof to the Holder upon request. -4- 5 9. No Rights as a Stockholder. The Holder shall not have any of the rights of a stockholder with respect to the Option Shares until the Option is exercised and the Holder receives such shares in accordance with the terms hereof. 10. Anti-Dilution Provisions. (a) Adjustments Generally. The Exercise Price and the number of Option Shares (or other securities or property) issuable upon exercise of the Option shall be subject to adjustment from time to time upon the occurrence of certain events, as provided in this Paragraph 10. (b) Common Stock Reorganization. If the Company shall after the date of issuance of the Option subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a lesser number of shares, whether by way of a stock dividend or stock split or otherwise (any such event being called a "Common Stock Reorganization"), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of the Option shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization. (c) Capital Reorganization. If after the date of issuance of the Option there shall be any consolidation or merger to which the Company is a party (whether or not the Company is the surviving entity), other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, any sale, assignment, lease, exchange, conveyance or other transfer (in one transaction or series of related transactions) of the property of the Company as an entirety or substantially as an entirety or all or substantially all of the outstanding equity securities of the Company to any person or group of related persons for the purposes of Section 13(d) of the Exchange Act, or any dividend or distribution of assets (including securities of subsidiaries of the Company) other than regular cash dividends (any such event, other than a Common Stock Reorganization, being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase or receive, upon exercise of the Option, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if the Option had been exercised immediately prior to such Capital Reorganization. If the Capital Reorganization is a distribution of options or rights to purchase or receive securities or assets of the Company and such options or rights expire before this -5- 6 Option, the Holder shall be entitled to receive options or rights with terms, as nearly as possible, identical to the terms of such expired options or rights. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall execute and deliver to the Holder an agreement as to the Holder's rights in accordance with this Paragraph 10(c), providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 10(c). The provisions of this Paragraph 10(c) shall similarly apply to successive Capital Reorganizations. (d) Certain Other Events. If any event occurs after the date of issuance of the Option as to which the foregoing provisions of this Paragraph 10 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board of Directors of the Company (the "Board"), fairly protect the purchase rights of the Holder in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid. (e) Adjustment Rules. (i) Any adjustments pursuant to this Paragraph 10 shall be made successively whenever an event referred to herein shall occur. (ii) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization or Capital Reorganization, and shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Paragraph 10 in respect of such action. (iii) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (f) Notice of Adjustment. The Company shall give the Holder reasonable notice of the record date or effective date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Paragraph 10. Such notice shall describe such event in reasonable detail and specify the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment is not determinable at the time of such notice, the Company shall give reasonable notice to the Holder of such adjustment and computation promptly after such adjustment becomes determinable. 11. Notices. All notices, requests, consents and other communications provided for herein shall be in writing and shall be effective upon delivery in person, faxed or telecopied, or mailed by certified or registered mail, return receipt requested, postage pre-paid, to the addresses specified on the signature pages hereto or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a Holder) or to the Holder (in the case of the Company) in accordance with the provisions of this Paragraph. 12. Waivers; Amendments. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any -6- 7 such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Option may be amended, modified or waived with (and only with) the written consent of the Company and Holders who collectively hold Options to purchase a majority of the Common Stock subject to purchase upon exercise of such Options at the time outstanding. Any such amendment, modification or waiver effected pursuant to this Paragraph shall be binding upon the Holders, upon each future Holder thereof and upon the Company. In the event of any such amendment, modification or waiver the Company shall give prompt notice thereof to all Holders and, if appropriate, notation thereof shall be made on all Options thereafter surrendered for registration of transfer or exchange. No notice or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 13. Governing Law. This Option shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Severability. In case any one or more of the provisions contained in this Option shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 15. Paragraph Headings. The paragraph headings used herein are for convenience of reference only, are not part of this Option and are not to affect the construction of or be taken into consideration in interpreting this Option. 16. Certain Defined Terms. The following terms, as used in this Option, have the following respective meanings: (a) "Affiliate" means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. (b) "Board" shall have the meaning set forth in Paragraph 10(d). (c) "Business Day" means (i) if any class of common stock of the Company is listed or admitted to trading on a national securities exchange, a day on which the principal national securities exchange on which such class of common stock is listed or admitted to trading is open for business or (ii) if no class of common stock of the Company is so listed or admitted to trading, a day on which the New York Stock Exchange is open for business. -7- 8 (d) "Capital Reorganization" shall have the meaning set forth in Paragraph 12(c). (e) "Change in Control" means (i) the sale, lease or other transfer of all or substantially all of the assets of the Company to any person or group (as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the adoption by the stockholders of the Company of a plan relating to the liquidation or dissolution of the Company; (iii) the merger or consolidation of the Company with or into another entity or the merger of another entity into the Company or any subsidiary thereof with the effect that immediately after such transaction the stockholders of the Company immediately prior to such transaction (or their Related Parties) directly and indirectly hold less than fifty percent (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the entity surviving such merger or consolidation; (iv) the acquisition by any person or group of more than fifty percent (50%) of the direct and indirect voting power of all securities of the Company generally entitled to vote in the election of directors of the Company; or (v) the majority of the Board's being composed of members who (A) have served less than twelve (12) months and (B) were not approved by a majority of the Board at the time of their election or appointment. (f) "Closing Price" with respect to any security on any day means (a) if such security is listed or admitted for trading on a national securities exchange, the reported last sales price regular way or, if no such reported sale occurs on such day, the average of the closing bid and asked prices regular way on such day, in each case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such class of security is listed or admitted to trading, or (b) if such security is not listed or admitted to trading on any national securities exchange, the last quoted sales price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market on such day as reported by NASDAQ or any comparable system then in use or, if not so reported, as reported by any New York Stock Exchange member firm reasonably selected by the Company for such purpose. (g) "Common Stock" shall have the meaning set forth in Paragraph 1. (h) "Common Stock Reorganization" shall have the meaning set forth in Paragraph 10(b). (i) "Company" shall have the meaning set forth in the introductory paragraph. (j) "Date of Grant" shall have the meaning set forth in the introductory paragraph. (k) "Exercisability Value" shall have the meaning set forth in Paragraph 4(b). (l) "Exercise Price" shall have the meaning set forth in Paragraph 1. (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any similar or successor federal statute, and the rules and regulations of the Securities and Exchange Commission (or its successor) thereunder, all as the same shall be in effect at the time. -8- 9 (n) "Fair Market Value", with respect to any security on any day, means the average of the daily Closing Prices of a share or unit of such security for the 20 consecutive Business Days ending on the most recent Business Day for which a Closing Price is available; provided, however, that for purposes of determining Fair Market Value as used in Paragraph 4, "Fair Market Value" means the daily Closing Price of a share of Common Stock on the date of determination; provided further, however, that in the event that, in the case of Common Stock, the Fair Market Value is determined following the announcement by the Company of any subdivision, combination or reclassification of Common Stock or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be appropriately adjusted to reflect the current market price per share equivalent of Common Stock. If a Closing Price for any security is not available, then "Fair Market Value" shall mean the fair market value of such security as determined in good faith by the Board. (o) "Holder" shall have the meaning set forth in Paragraph 1 and shall also include registered assigns. The term Holders shall refer to all Holders of Options. (p) "NASD" means the National Association of Securities Dealers, Inc. (q) "NASDAQ" means The National Association of Securities Dealers, Inc. Automated Quotation System. (r) "Option" shall have the meaning set forth in the introductory paragraph. The term Options shall refer to the Options resulting from any subdivision of this Option. (s) "Option Agency" shall have the meaning set forth in Paragraph 7(a). (t) "Option Shares" shall have the meaning set forth in Paragraph 1. (u) "Person" or "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. (v) "Related Parties" means, with respect to any person (i) the spouse and lineal ascendants and descendants of such person, and any sibling of any of such persons and (ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an eighty percent (80%) or more controlling interest of which consist of persons referred to in subsection (i) above. (w) "Securities Act" means the Securities Act of 1933 and any similar or successor federal statute, and the rules and regulations of the Securities and Exchange Commission (or its successor) thereunder, all as the same shall be in effect at the time. (x) "Stockholders Agreement" means the Amended and Restated Stockholders Agreement dated as of February 14, 1996, as it may be amended from time to time, among the Company (as successor to Chancellor Broadcasting Company) and the stockholders parties thereto. -9- 10 17. Accredited Investor Status. The Holder hereby represents and warrants to the Company that the Holder is an "Accredited Investor" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -10- 11 IN WITNESS WHEREOF, the undersigned have executed this Option as of the date written below. DATED: July 13, 1999 CHANCELLOR MEDIA CORPORATION By: /s/ ------------------------------------ Thomas O. Hicks Chief Executive Officer Address: 1845 Woodall Rodgers Freeway Suite 1300 Dallas, Texas 75201 ACCEPTED BY: HICKS, MUSE & CO. PARTNERS, L.P. By: HM PARTNERS INC., its General Partner By: /s/ --------------------------- Name: --------------------------- Title: --------------------------- Address of Holder: 200 Crescent Court Suite 1600 Dallas, Texas 75201 - ------------------------------------- Holder Taxpayer Identification Number -11- 12 ANNEX A SUBSCRIPTION NOTICE (To be executed upon exercise of Option) TO CHANCELLOR MEDIA CORPORATION: The undersigned hereby irrevocably elects to exercise the attached Option and to purchase thereunder _________ shares of Common Stock in payment of an Exercise Price in an amount equal to $__________. Please issue a certificate or certificates for such shares of Common Stock in the following name or names and denominations: If said number of shares shall not be all the shares issuable upon exercise of the attached Option, a new Option is to be issued in the name of the undersigned for the balance remaining of such shares less any fraction of a share paid in cash. Dated: ___________________, ______ ------------------------------------------------------------ Note: The above signature should correspond exactly with the name on the face of the attached Option or with the name of the assignee appearing in the assignment form below. 13 ANNEX B CERTIFICATION The undersigned hereby certifies to Chancellor Media Corporation that he, she or it is: a. an "accredited investor" as that term is defined in Regulation D promulgated pursuant to the Securities Act or any successor regulation, as such provisions may be in effect on the date hereof, and is an "accredited investor" pursuant to Rule 501(a) of such regulation; and b. is knowledgeable, sophisticated and experienced in business and financial matters and in securities similar to the Common Stock; is aware of the limitation on the transfer of the Common Stock imposed by applicable securities laws and any limitations on transfer imposed by contracts with the Company or others; and has had access to, or been furnished with, all information about the Common Stock and the Company deemed necessary to conclude that he, she or it has the ability to bear the economic risk of the investment in the Common Stock and to afford the complete loss of such investment. IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION this _____ day of ________________, _____. For Individuals: For Entities: - ------------------------ ------------------------------------------- Signature Printed Name of Entity By: - ------------------------ --------------------------------------- Printed Name Name: --------------------------- Title: --------------------------- EX-10.5 5 STOCK OPTION GRANT AGREEMENT 1 EXHIBIT 10.5 THIS OPTION AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL IN REASONABLY ACCEPTABLE FORM AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS. THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR. STOCK OPTION GRANT AGREEMENT GRANTED TO: Hicks, Muse & Co. Partners, L.P., a Texas limited partnership DATE OF GRANT: July 13, 1999 NUMBER OF UNDERLYING SHARES: 634,517 shares EXERCISE PRICE: $52.00 per share VESTING SCHEDULE: As described in Paragraph 4 below This Stock Option Grant Agreement (this "Option") is made and entered into as of July 13, 1999 (the "Date of Grant") between Chancellor Media Corporation, a Delaware corporation to be renamed AMFM Inc. (the "Company"), and Hicks, Muse & Co. Partners, L.P., a Texas limited partnership (the "Holder"). Certain terms used in this Option are defined in Paragraph 16. 1. Grant. The Holder is granted an option to purchase 634,517 shares (the "Option Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company. The Option granted hereunder is in consideration for the termination of the Monitoring and Oversight Agreement dated July 1, 1997, between Capstar Broadcasting Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, and Grantee, on the date hereof. 2. Exercise Price. The Option's exercise price is $52.00 per share (the "Exercise Price"). 3. Term. The Option, unless sooner terminated or exercised in full, shall expire at 5:00 p.m., Dallas, Texas time, on the later to occur of (a) July 13, 2004 or (b) the 90th day after this Option becomes exercisable. No portion of the Option may be exercised after such date. 4. Vesting and Exercisability. The Option Shares shall be fully vested on the Date of Grant. The Option shall become exercisable to acquire Option Shares at any time or from time to time after the first to occur of (i) a Change in Control or (ii) the date on which the average Fair 2 Market Value of the Common Stock, calculated on a daily basis (when added to any cash consideration attributable to any prior Capital Reorganization), equals or exceeds $100.00 per share (the "Exercisability Value") for a period of 30 consecutive days (excluding non-Business Days for purposes of calculating the average Fair Market Value during such 30-day period) during the period from (and including) the Date of Grant through (and including) the fifth anniversary of the Date of Grant. Upon the completion of a Common Stock Reorganization, the Exercisability Value shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a dollar amount determined by multiplying the Exercisability Value in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization. 5. Impact of Other Options. If this Option becomes exercisable, the Holder may exercise this Option in whole or in part regardless of whether any other stock option that the Holder has been granted by the Company remains unexercised. 6. Method of Exercise. (a) To exercise this Option in whole or in part, the Holder shall deliver to the Company, at the Option Agency, (i) this Option, (ii) a written notice, in substantially the form of the Subscription Notice attached hereto as Annex A, of such Holder's election to exercise this Option, which notice shall specify (A) the number of Option Shares to be purchased, (B) the denominations of the share certificate or certificates desired, and (C) the name or names in which such certificates are to the registered, (iii) if the Common Stock to be received upon the exercise of this Option has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (iv) payment of the Exercise Price with respect to such Option Shares. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer; provided, however, that if this Option is exercised after the occurrence of a Change in Control that is also a Capital Reorganization in which cash is received by the stockholders of the Company, then the Holder may elect to offset the amount of cash due to the Holder from such Capital Reorganization against the Exercise Price payable upon exercise of this Option. The Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Option Shares specified in said notice. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice or, if such notice shall not specify denominations, shall be in the amount of the number of Option Shares for which the Option is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such shares, as of the date the aforementioned notice is received by the Company. If this Option -2- 3 shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Option evidencing the right to purchase the remaining Option Shares called for by this Option, which new Option shall in all other respects be identical with this Option, or, at the request of the Holder, appropriate notation may be made on this Option which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of share certificates and a new Option, except that, if share certificates or a new Option shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. (b) Shares To Be Fully Paid and Nonassessable. All shares of Common Stock issued upon the exercise of this Option shall be validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder, and from all taxes. (c) No Fractional Shares To Be Issued. The Company shall not be required to issue fractions of shares of Common Stock upon exercise of this Option. If any fraction of a share would, but for this Paragraph, be issuable upon any exercise of this Option, in lieu of such fractional share the Company shall pay to the Holder, in cash, an amount equal to such fraction of the Fair Market Value per share of Common Stock of the Company on the Business Day immediately prior to the date of such exercise. (d) Restrictive Legend. If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing the Option Shares purchased pursuant to the exercise of this Option shall bear an appropriate legend, in form and substance as determined by the Company, giving notice of applicable restrictions on transfer under or with respect to such laws. (e) Reservation; Authorization. The Company has reserved and will keep available for issuance upon exercise of this Option the total number of shares of Common Stock deliverable upon exercise of this Option from time to time outstanding. The issuance of such shares has been duly and validly authorized and, when issued and sold in accordance with this Option, such shares will be duly and validly issued, fully paid and nonassessable. 7. Option Agency; Transfer; Exchange and Replacement of Option. (a) Option Agency. At any time, the Company may appoint and thereafter maintain, at its own expense, an agency in New York, New York, which agency may be the Company's then existing transfer agent (the "Option Agency"), for certain purposes specified herein, and shall give prompt notice of such appointment (and appointment of any successor Option Agency) to the Holder. Until an independent Option Agency is so appointed, the Company shall perform the obligations of the Option Agency provided herein at its address as specified on the signature page hereto or such other address as the Company shall specify by notice to the Holder. -3- 4 (b) Ownership of Option. The Company may deem and treat the Person in whose name this Option is registered as the Holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by any Person other than the Option Agency) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Option for registration of transfer as provided in this Paragraph 7. (c) Transfer of Option. The Company agrees to maintain at the Option Agency books for the registration of transfers of the Options, and transfer of this Option and all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Option at the Option Agency, together with a written assignment of this Option duly executed by the Holder or his or its duly authorized agent or attorney, with (unless the Holder is the original Holder or another institutional investor) signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon such transfer. Upon surrender the Company shall execute and deliver a new Option or Options in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Option shall promptly be canceled. The Option Agency shall not be required to register any transfers if the Holder fails to furnish to the Company, after a request therefor, an opinion of counsel (who may be an employee of such Holder) reasonably satisfactory to the Company that such transfer is exempt from the registration requirements of the Securities Act and applicable blue sky laws. (d) Division of Option. This Option may be divided upon surrender hereof to the Option Agency, together with a written notice specifying the names and denominations in which the new Options are to be issued, signed by the Holder. Subject to compliance with Paragraph 7(c) as to any transfer which may be involved in the division, the Company shall execute and deliver new Options in exchange for the Option or Options to be divided in accordance with such notice. (e) Loss, Theft, Destruction or Mutilation of Options. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Option, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Option, a new Option of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock as provided for in such lost, stolen, destroyed or mutilated Option. (f) Expenses of Delivery of Options. The Company shall pay all expenses, taxes (other than transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of this Option and the Common Stock issuable hereunder. 8. Stockholders Agreement. The Common Stock issuable upon exercise of this Option is subject to the Stockholders Agreement. The Company shall keep a copy of the Stockholders Agreement, and any amendments thereto, at the Option Agency and shall furnish copies thereof to the Holder upon request. -4- 5 9. No Rights as a Stockholder. The Holder shall not have any of the rights of a stockholder with respect to the Option Shares until the Option is exercised and the Holder receives such shares in accordance with the terms hereof. 10. Anti-Dilution Provisions. (a) Adjustments Generally. The Exercise Price and the number of Option Shares (or other securities or property) issuable upon exercise of the Option shall be subject to adjustment from time to time upon the occurrence of certain events, as provided in this Paragraph 10. (b) Common Stock Reorganization. If the Company shall after the date of issuance of the Option subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a lesser number of shares, whether by way of a stock dividend or stock split or otherwise (any such event being called a "Common Stock Reorganization"), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of the Option shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization. (c) Capital Reorganization. If after the date of issuance of the Option there shall be any consolidation or merger to which the Company is a party (whether or not the Company is the surviving entity), other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, any sale, assignment, lease, exchange, conveyance or other transfer (in one transaction or series of related transactions) of the property of the Company as an entirety or substantially as an entirety or all or substantially all of the outstanding equity securities of the Company to any person or group of related persons for the purposes of Section 13(d) of the Exchange Act, or any dividend or distribution of assets (including securities of subsidiaries of the Company) other than regular cash dividends (any such event, other than a Common Stock Reorganization, being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase or receive, upon exercise of the Option, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if the Option had been exercised immediately prior to such Capital Reorganization. If the Capital Reorganization is a distribution of options or rights to purchase or receive securities or assets of the Company and such options or rights expire before this -5- 6 Option, the Holder shall be entitled to receive options or rights with terms, as nearly as possible, identical to the terms of such expired options or rights. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall execute and deliver to the Holder an agreement as to the Holder's rights in accordance with this Paragraph 10(c), providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 10(c). The provisions of this Paragraph 10(c) shall similarly apply to successive Capital Reorganizations. (d) Certain Other Events. If any event occurs after the date of issuance of the Option as to which the foregoing provisions of this Paragraph 10 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board of Directors of the Company (the "Board"), fairly protect the purchase rights of the Holder in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid. (e) Adjustment Rules. (i) Any adjustments pursuant to this Paragraph 10 shall be made successively whenever an event referred to herein shall occur. (ii) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization or Capital Reorganization, and shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Paragraph 10 in respect of such action. (iii) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (f) Notice of Adjustment. The Company shall give the Holder reasonable notice of the record date or effective date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Paragraph 10. Such notice shall describe such event in reasonable detail and specify the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment is not determinable at the time of such notice, the Company shall give reasonable notice to the Holder of such adjustment and computation promptly after such adjustment becomes determinable. 11. Notices. All notices, requests, consents and other communications provided for herein shall be in writing and shall be effective upon delivery in person, faxed or telecopied, or mailed by certified or registered mail, return receipt requested, postage pre-paid, to the addresses specified on the signature pages hereto or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a Holder) or to the Holder (in the case of the Company) in accordance with the provisions of this Paragraph. 12. Waivers; Amendments. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any -6- 7 such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Option may be amended, modified or waived with (and only with) the written consent of the Company and Holders who collectively hold Options to purchase a majority of the Common Stock subject to purchase upon exercise of such Options at the time outstanding. Any such amendment, modification or waiver effected pursuant to this Paragraph shall be binding upon the Holders, upon each future Holder thereof and upon the Company. In the event of any such amendment, modification or waiver the Company shall give prompt notice thereof to all Holders and, if appropriate, notation thereof shall be made on all Options thereafter surrendered for registration of transfer or exchange. No notice or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 13. Governing Law. This Option shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Severability. In case any one or more of the provisions contained in this Option shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 15. Paragraph Headings. The paragraph headings used herein are for convenience of reference only, are not part of this Option and are not to affect the construction of or be taken into consideration in interpreting this Option. 16. Certain Defined Terms. The following terms, as used in this Option, have the following respective meanings: (a) "Affiliate" means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. (b) "Board" shall have the meaning set forth in Paragraph 10(d). (c) "Business Day" means (i) if any class of common stock of the Company is listed or admitted to trading on a national securities exchange, a day on which the principal national securities exchange on which such class of common stock is listed or admitted to trading is open for business or (ii) if no class of common stock of the Company is so listed or admitted to trading, a day on which the New York Stock Exchange is open for business. -7- 8 (d) "Capital Reorganization" shall have the meaning set forth in Paragraph 12(c). (e) "Change in Control" means (i) the sale, lease or other transfer of all or substantially all of the assets of the Company to any person or group (as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the adoption by the stockholders of the Company of a plan relating to the liquidation or dissolution of the Company; (iii) the merger or consolidation of the Company with or into another entity or the merger of another entity into the Company or any subsidiary thereof with the effect that immediately after such transaction the stockholders of the Company immediately prior to such transaction (or their Related Parties) directly and indirectly hold less than fifty percent (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the entity surviving such merger or consolidation; (iv) the acquisition by any person or group of more than fifty percent (50%) of the direct and indirect voting power of all securities of the Company generally entitled to vote in the election of directors of the Company; or (v) the majority of the Board's being composed of members who (A) have served less than twelve (12) months and (B) were not approved by a majority of the Board at the time of their election or appointment. (f) "Closing Price" with respect to any security on any day means (a) if such security is listed or admitted for trading on a national securities exchange, the reported last sales price regular way or, if no such reported sale occurs on such day, the average of the closing bid and asked prices regular way on such day, in each case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such class of security is listed or admitted to trading, or (b) if such security is not listed or admitted to trading on any national securities exchange, the last quoted sales price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market on such day as reported by NASDAQ or any comparable system then in use or, if not so reported, as reported by any New York Stock Exchange member firm reasonably selected by the Company for such purpose. (g) "Common Stock" shall have the meaning set forth in Paragraph 1. (h) "Common Stock Reorganization" shall have the meaning set forth in Paragraph 10(b). (i) "Company" shall have the meaning set forth in the introductory paragraph. (j) "Date of Grant" shall have the meaning set forth in the introductory paragraph. (k) "Exercisability Value" shall have the meaning set forth in Paragraph 4(b). (l) "Exercise Price" shall have the meaning set forth in Paragraph 1. (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any similar or successor federal statute, and the rules and regulations of the Securities and Exchange Commission (or its successor) thereunder, all as the same shall be in effect at the time. -8- 9 (n) "Fair Market Value", with respect to any security on any day, means the average of the daily Closing Prices of a share or unit of such security for the 20 consecutive Business Days ending on the most recent Business Day for which a Closing Price is available; provided, however, that for purposes of determining Fair Market Value as used in Paragraph 4, "Fair Market Value" means the daily Closing Price of a share of Common Stock on the date of determination; provided further, however, that in the event that, in the case of Common Stock, the Fair Market Value is determined following the announcement by the Company of any subdivision, combination or reclassification of Common Stock or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be appropriately adjusted to reflect the current market price per share equivalent of Common Stock. If a Closing Price for any security is not available, then "Fair Market Value" shall mean the fair market value of such security as determined in good faith by the Board. (o) "Holder" shall have the meaning set forth in Paragraph 1 and shall also include registered assigns. The term Holders shall refer to all Holders of Options. (p) "NASD" means the National Association of Securities Dealers, Inc. (q) "NASDAQ" means The National Association of Securities Dealers, Inc. Automated Quotation System. (r) "Option" shall have the meaning set forth in the introductory paragraph. The term Options shall refer to the Options resulting from any subdivision of this Option. (s) "Option Agency" shall have the meaning set forth in Paragraph 7(a). (t) "Option Shares" shall have the meaning set forth in Paragraph 1. (u) "Person" or "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. (v) "Related Parties" means, with respect to any person (i) the spouse and lineal ascendants and descendants of such person, and any sibling of any of such persons and (ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an eighty percent (80%) or more controlling interest of which consist of persons referred to in subsection (i) above. (w) "Securities Act" means the Securities Act of 1933 and any similar or successor federal statute, and the rules and regulations of the Securities and Exchange Commission (or its successor) thereunder, all as the same shall be in effect at the time. (x) "Stockholders Agreement" means the Amended and Restated Stockholders Agreement dated as of February 14, 1996, as it may be amended from time to time, among the Company (as successor to Chancellor Broadcasting Company) and the stockholders parties thereto. -9- 10 17. Accredited Investor Status. The Holder hereby represents and warrants to the Company that the Holder is an "Accredited Investor" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -10- 11 IN WITNESS WHEREOF, the undersigned have executed this Option as of the date written below. DATED: July 13, 1999 CHANCELLOR MEDIA CORPORATION By: /s/ --------------------------------- Thomas O. Hicks Chief Executive Officer Address: 1845 Woodall Rodgers Freeway Suite 1300 Dallas, Texas 75201 ACCEPTED BY: HICKS, MUSE & CO. PARTNERS, L.P. By: HM PARTNERS INC., its General Partner By: /s/ --------------------------------- Name: ------------------------------- Title: ------------------------------- Address of Holder: 200 Crescent Court Suite 1600 Dallas, Texas 75201 - ------------------------------------- Holder Taxpayer Identification Number -11- 12 ANNEX A SUBSCRIPTION NOTICE (To be executed upon exercise of Option) TO CHANCELLOR MEDIA CORPORATION: The undersigned hereby irrevocably elects to exercise the attached Option and to purchase thereunder _________ shares of Common Stock in payment of an Exercise Price in an amount equal to $__________. Please issue a certificate or certificates for such shares of Common Stock in the following name or names and denominations: If said number of shares shall not be all the shares issuable upon exercise of the attached Option, a new Option is to be issued in the name of the undersigned for the balance remaining of such shares less any fraction of a share paid in cash. Dated: ___________________, ______ ---------------------------------------------- Note: The above signature should correspond exactly with the name on the face of the attached Option or with the name of the assignee appearing in the assignment form below. 13 ANNEX B CERTIFICATION The undersigned hereby certifies to Chancellor Media Corporation that he, she or it is: a. an "accredited investor" as that term is defined in Regulation D promulgated pursuant to the Securities Act or any successor regulation, as such provisions may be in effect on the date hereof, and is an "accredited investor" pursuant to Rule 501(a) of such regulation; and b. is knowledgeable, sophisticated and experienced in business and financial matters and in securities similar to the Common Stock; is aware of the limitation on the transfer of the Common Stock imposed by applicable securities laws and any limitations on transfer imposed by contracts with the Company or others; and has had access to, or been furnished with, all information about the Common Stock and the Company deemed necessary to conclude that he, she or it has the ability to bear the economic risk of the investment in the Common Stock and to afford the complete loss of such investment. IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION this _____ day of ________________, _____. For Individuals: For Entities: - ----------------------------- ------------------------------------------ Signature Printed Name of Entity By: - ----------------------------- --------------------------------------- Printed Name Name: --------------------------- Title: --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----