1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 333-25683
CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2672663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 CONGRESS AVENUE
SUITE 1400
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
(512) 404-6840
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- --------
AT MAY 1, 1997, 131,305,432 SHARES OF CLASS A COMMON STOCK, PAR VALUE
$.01 PER SHARE, AND 18,181,818 SHARES OF CLASS B COMMON STOCK, PAR VALUE $.01
PER SHARE, OF THE REGISTRANT WERE OUTSTANDING.
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CAPSTAR BROADCASTING PARTNERS, INC.
TABLE OF CONTENTS
PAGE
NUMBER
------
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets........................... 3
Consolidated Statements of Operations................. 4
Condensed Consolidated Statements of Cash Flows....... 5
Consolidated Statement of Stockholders' Equity........ 6
Notes to Consolidated Financial Statements............ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 11
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
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3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, MARCH 31,
1996 1997
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and short term cash investments . . . . . . . . . . . . $ 5,028,014 $ 13,024,555
Accounts receivable, net . . . . . . . . . . . . . . . . . . 8,913,390 13,051,132
Note receivable . . . . . . . . . . . . . . . . . . . . . . -- 13,513,179
Prepaid expenses and other current assets . . . . . . . . . 443,900 3,629,218
------------- -------------
Total current assets . . . . . . . . . . . . . . . . . . 14,385,304 43,218,084
Property, plant and equipment, net . . . . . . . . . . . . . . . 15,628,361 41,991,383
FCC licenses and goodwill, net . . . . . . . . . . . . . . . . . 228,332,079 354,799,887
Other intangible assets . . . . . . . . . . . . . . . . . . . . . 3,178,469 1,001,278
Deferred charges, net . . . . . . . . . . . . . . . . . . . . . . 1,800,234 9,711,614
Deposits and other assets . . . . . . . . . . . . . . . . . . . . 931,340 1,943,413
------------- -------------
Total assets . . . . . . . . . . . . . . . . . . . . . . $ 264,255,787 $ 452,665,659
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . $ 3,468,945 $ 11,604,929
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 1,810,292 2,400,228
Accrued income taxes . . . . . . . . . . . . . . . . . . . . -- 1,268,418
Current maturities of capital lease obligations . . . . . . . 16,056 124,056
Current maturities of long-term debt. . . . . . . . . . . . . 3,750,000 --
Due to affiliate . . . . . . . . . . . . . . . . . . . . . . 536,738 92,421
------------- -------------
Total current liabilities . . . . . . . . . . . . . . . . 9,582,031 15,490,052
Long term capital lease obligations . . . . . . . . . . . . . . . 49,629 262,025
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . 131,950,000 229,955,145
Non-current compensation . . . . . . . . . . . . . . . . . . . . . -- 1,022,655
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 31,531,580 65,037,798
------------- -------------
Total liabilities . . . . . . . . . . . . . . . . . . . . 173,113,240 311,767,675
Stockholders' equity
Preferred Stock, $.01 par value, 10,000,000 shares
authorized, none issued and outstanding . . . . . . . . . . -- --
Class A Common Stock, $.01 par value, 200,000,000
shares authorized, 94,155,000 and 128,578,160 shares issued
and outstanding at December 31, 1996 and March 31, 1997,
respectively . . . . . . . . . . . . . . . . . . . . . . . 941,550 1,285,782
Class B Common Stock, convertible into Class A
Common Stock, $.01 par value, 50,000,000 shares authorized,
none issued and outstanding at December 31, 1996,
18,181,818 issued and outstanding at March 31, 1997 . . . . -- 181,818
Additional paid-in capital. . . . . . . . . . . . . . . . . . 93,957,450 151,254,380
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . (3,756,453) (11,227,632)
------------- -------------
91,142,547 141,494,348
Receivables from stockholders . . . . . . . . . . . . . . . . -- (596,364)
------------- -------------
Total stockholders' equity . . . . . . . . . . . . . . . . 91,142,547 140,897,984
------------- -------------
Total liabilities and stockholders' equity . . . . . . . . $ 264,255,787 $ 452,665,659
============= =============
See Accompanying Notes.
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Predecessor
------------
For the Three Months Ended
----------------------------
MARCH 31, MARCH 31,
1996 1997
------------ ------------
Gross broadcast revenue . . . . . . . . . . . . . . . . . $ 8,047,568 $ 15,149,894
Less: agency commissions . . . . . . . . . . . . . . . . (631,887) (1,042,534)
------------ ------------
Net broadcast revenue . . . . . . . . . . . . . . . . . . 7,415,681 14,107,360
Operating expenses:
Programming, technical and news . . . . . . . . . . 1,513,468 2,533,691
Sales and promotion . . . . . . . . . . . . . . . . 2,421,153 4,015,973
General and administrative . . . . . . . . . . . . . 1,440,612 2,767,300
Direct programmed music and entertainment. . . . . . -- 1,039,250
Corporate expenses . . . . . . . . . . . . . . . . . . . 465,684 1,423,892
Depreciation and amortization . . . . . . . . . . . . . . 480,210 2,389,250
------------ ------------
Operating income (loss) . . . . . . . . . . . . . . . . . 1,094,554 (61,996)
Interest expense, net . . . . . . . . . . . . . . . . . . 2,451,638 6,791,672
Interest income . . . . . . . . . . . . . . . . . . . . . 115,252 127,621
Other expenses, net . . . . . . . . . . . . . . . . . . . 167,594 100,562
------------ ------------
Income (loss) before provision for income
taxes and extraordinary item . . . . . . . . . . . . (1,409,426) (6,826,609)
Provision for income taxes . . . . . . . . . . . . . . . 27,000 46,345
------------ ------------
Net income (loss) before extraordinary item . . . . . . . (1,436,426) (6,872,954)
Extraordinary item, loss on early extinguishment of
debt . . . . . . . . . . . . . . . . . . . . . . . . . -- 598,225
------------ ------------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (1,436,426) $ (7,471,179)
============ ============
See Accompanying Notes.
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Predecessor
-------------
For the Three Months Ended :
-------------------------------
March 31, March 31,
1996 1997
------------- -------------
Net cash provided by operating activities . . . . . . . . . . . . . . . $ 1,890,560 $ 1,905,152
Cash flows from investing activities
Purchase of property, plant and equipment . . . . . . . . . . . . (124,192) (1,024,350)
Decrease in loan from affiliate . . . . . . . . . . . . . . . . . 447,317
Payments for intangible assets . . . . . . . . . . . . . . . . . . (290,766) (149,975)
Loan to Affiliate . . . . . . . . . . . . . . . . . . . . . . . . -- (13,475,000)
Deposits on acquisitions . . . . . . . . . . . . . . . . . . . . . (915,000) (90,000)
Acquisitions of stations and companies (14,400,000) (115,325,036)
Other investing activities, net . . . . . . . . . . . . . . . . . (68,177) --
------------ -------------
Net cash used in investing activities . . . . . . . . . . . . . . (15,798,135) (129,617,044)
Cash flows from financing activities . . . . . . . . . . . . . . . . .
Repurchase of Common Stock . . . . . . . . . . . . . . . . . . . . (175,000)
Proceeds from common stock . . . . . . . . . . . . . . . . . . . . -- 55,601,616
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . 8,500,000 150,283,000
Payment of debt issuance costs . . . . . . . . . . . . . . . . . . (393,734) (10,295,815)
Repayment of amounts borrowed . . . . . . . . . . . . . . . . . . -- (59,700,000)
Principal payments on capital leases . . . . . . . . . . . . . . . (3,455) (5,368)
------------ -------------
Net cash provided by financing activities . . . . . . . . . . . . 8,102,811 135,708,433
------------ -------------
Net increase (decrease) in cash and short term cash investments . . . . (5,804,764) 7,996,541
Cash and short term cash investments, beginning of period . . . . . . . 10,891,489 5,028,014
------------ -------------
Cash and short term cash investments, end of period . . . . . . . . . . $ 5,086,725 $ 13,024,555
============ =============
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . $ 46,738 $ 337,097
Taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . 58,908 164,386
See Accompanying Notes.
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
CLASS A CLASS B ADDITIONAL RECEIVABLES TOTAL
PREFERRED COMMON COMMON PAID-IN ACCUMULATED FROM STOCKHOLDERS'
STOCK STOCK STOCK CAPITAL DEFICIT STOCKHOLDERS EQUITY
--------- ------- ------- ---------- ----------- ------------ ------------
Balance at December 31, 1996........... 941,550 93,957,450 (3,756,453) 91,142,547
Repurchase and cancellation of
Class A Common Stock................. (1,750) (173,250) (175,000)
Issuance of Class A Common Stock....... 345,982 37,651,998 (596,364) 37,401,616
Issuance of Class B Common Stock....... 181,818 19,818,182 20,000,000
Net loss............................... (7,471,179) (7,471,179)
--------- --------- ------- ----------- ----------- -------- ----------
Balance at March 31, 1997.............. 1,285,782 181,818 151,254,380 (11,227,632) (596,364) 140,897,984
========= ========= ======= =========== =========== ======== ===========
See Accompanying Notes.
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1997 or for any other interim period. The consolidated
financial statements include the accounts of Capstar Broadcasting Partners, Inc.
and its direct and indirect wholly-owned subsidiaries (the "Company").
2. CONSUMMATED ACQUISITIONS AND DISPOSITION
On February 20, 1997, the Company acquired (the "Osborn Acquisition")
Southern Star Communications, Inc. (formerly named Osborn Communications
Corporation ("Osborn")). The purchase price of the Osborn Acquisition was
$118.8 million payable in cash and Class A Common Stock (as defined). In
connection with the purchase of Osborn, the Company agreed to pay the President
of Osborn a guaranteed monthly bonus over the next five years; accordingly, the
Company has recorded a liability equal to the net present value of these
payments of $1.2 million at the date of purchase. Osborn owned and operated or
provided services to 18 stations upon consummation of the Osborn Acquisition and
had pending (i) the acquisitions of five stations (two FM and three AM) in the
Huntsville and Tuscaloosa, Alabama markets and (ii) the disposition of three
stations (two FM and one AM) in the Ft. Myers, Florida market. Each of the
pending transactions of Osborn has been completed as more fully described
hereinafter.
In April 1997, the Company acquired substantially all of the assets of
Taylor Communications Corporation's two radio stations (one FM and one AM) in
the Tuscaloosa, Alabama market (the "Tuscaloosa Acquisition"). The purchase
price of the acquisition was approximately $1.0 million. Such stations were
managed by Osborn pursuant to an LMA (as defined) since December 1996.
In April 1997, the Company acquired substantially all of the assets of City
Broadcasting Co., Inc. used or useful in the operations of two radio stations
(one FM and one AM) in the Melbourne-Titusville-Cocoa, Florida market (the
"City Acquisition"). The purchase price of the acquisition was approximately
$3.0 million. In April 1997, the Company acquired substantially all of the
assets of EZY Com, Inc. used or useful in the operations of two radio stations
(one FM and one AM) in the Melbourne-Titusville-Cocoa, Florida market (the
"EZY Acquisition"). The purchase price of the acquisition was approximately
$5.0 million. In April 1997, the Company acquired substantially all of the
assets of Roper Broadcasting, Inc. used or useful in the operations of one FM
radio station in the Melbourne-Titusville-Cocoa, Florida market (the "Roper
Acquisition" and, collectively with the City Acquisition and the EZY
Acquisition, the "Space Coast Acquisitions"). The purchase price of the
acquisition was approximately $4.0 million.
In April 1997, the Company sold substantially all of the assets of its radio
stations (two FM and one AM) in the Ft. Myers, Florida Market (the "Osborn Ft.
Myers Disposition"). The sale price was $11.0 million.
In May 1997, the Company acquired all of the outstanding capital stock of
Dixie Broadcasting, Inc. and Radio WBHP, Inc., the owners of three radio
stations (one FM and two AM) in the Huntsville, Alabama market (the "Huntsville
Acquisition"). The purchase price of the acquisition was $24.5 million.
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
MARCH 31, 1997
(UNAUDITED)
2. CONSUMMATED ACQUISITIONS AND DISPOSITION (CONTINUED)
Unaudited proforma results of the Company for the aforementioned acquisitions
which were completed during the three month period ended March 31, 1997 and
which were accounted for using the purchase method of accounting, and the
aforementioned disposition as if they were purchased or sold on January 1, 1996
are as follows:
Three Months Ended:
----------------------------
March 31, March 31,
1996 1997
--------- -----------
(dollars in thousands)
Net revenue $ 16,949 $ 22,451
========= ===========
Loss before extraordinary item $ (9,345) $ (10,295)
========= ===========
Net loss $ (9,943) $ (10,295)
========= ===========
3. PENDING ACQUISITIONS
Under the terms of several acquisition agreements, each dated December
1996, Benchmark Communications Radio Limited Partnership, L.P. ("Benchmark")
will become an indirect wholly-owned subsidiary of the Company through a series
of mergers and stock purchases (the "Benchmark Acquisition"). The purchase
price of the Benchmark Acquisition will equal approximately $173.4 million.
Benchmark owns and operates 31 radio stations (21 FM and 10 AM). Those stations
are located in 11 markets primarily in the Southeastern United States, including
Dover, Delaware; Salisbury-Ocean City, Maryland; Montgomery, Alabama;
Shreveport, Louisiana; Jackson, Mississippi; Statesville, North Carolina;
Columbia, South Carolina; Greenville, South Carolina; Roanoke, Lynchburg and
Winchester, Virginia. The Company anticipates that the Benchmark Acquisition
will be consummated in July 1997. The obligation of Benchmark to consummate the
Benchmark Acquisition is subject to Federal Communication Commission (" FCC")
approval.
In December 1996, the Company agreed to acquire substantially all of the
assets of Community Pacific Broadcasting Company L.P. ("Community Pacific")
(the "Community Pacific Acquisition"). The purchase price of the Community
Pacific Acquisition will equal approximately $35.0 million payable in cash.
Community Pacific owns and operates 11 radio stations (six FM and five AM) in
four markets located in Anchorage, Alaska, Modesto and Stockton, California and
Des Moines, Iowa. The Company anticipates that the Community Pacific
Acquisition will be consummated in November 1997. The Company entered into an
LMA with Community Pacific on February 28, 1997 to provide services to the
radio stations owned and operated by Community Pacific until the Community
Pacific Acquisition is consummated.
In January 1997, the Company agreed to acquire substantially all of the
assets of The Madison Radio Group ("Madison") (the "Madison Acquisition"). The
purchase price of the Madison Acquisition will equal approximately $38.8 million
payable in cash. Madison owns and operates six radio stations (four FM and two
AM) in Madison, Wisconsin. The Company anticipates that the Madison Acquisition
will be consummated in October 1997.
In January 1997, the Company agreed to acquire substantially all of the
assets of Commonwealth Broadcasting of Arizona, L.L.C. ("Commonwealth") (the
"Commonwealth Acquisition"). The purchase price of the Commonwealth
Acquisition will equal approximately $5.3 million payable in cash.
Commonwealth owns and operates three radio stations (two FM and one AM) in
Yuma, Arizona. The Company anticipates that the Commonwealth Acquisition will
be consummated in October 1997.
In January 1997, the Company agreed to acquire substantially all of the
assets of Cavalier Communications, L.P. ("Cavalier") (the "Cavalier
Acquisition"). The purchase price of the Cavalier Acquisition will equal
approximately $8.3 million payable in cash. Cavalier owns and operates five
radio stations (four FM and one AM) in the Roanoke and Lynchburg, Virginia
markets. FCC approval is pending. The Company anticipates
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
MARCH 31, 1997
(UNAUDITED)
3. PENDING ACQUISITIONS (CONTINUED)
that the Cavalier Acquisition will be consummated in October 1997.
In February 1997, the Company agreed to acquire substantially all of the
assets of COMCO Broadcasting, Inc. ("COMCO") (the "COMCO Acquisition"). The
purchase price of the COMCO Acquisition will equal approximately $6.7 million
payable in cash. COMCO owns and operates six radio stations (four FM and two
AM) in the Anchorage and Fairbanks, Alaska markets. FCC approval is pending.
The Company anticipates that the COMCO Acquisition will be consummated in
October 1997.
Upon consummation of the Community Pacific Acquisition and the COMCO
Acquisition, the Company will own and operate seven radio stations (four FM and
three AM) in the Anchorage, Alaska market, which number exceeds the multiple
station ownership limitations under the Communications Act of 1934, as amended
(the "Communications Act"). Accordingly, the Company has sought permission from
the FCC to consummate both the Community Pacific Acquisition and the COMCO
Acquisition provided that the Company agrees to sell radio station KASH-AM in
Anchorage, Alaska within 18 months of the date on which the Community Pacific
Acquisition is consummated. The Company would be in compliance with the
ownership limitations of the Communications Act in the Anchorage, Alaska market
once it disposes of KASH-AM. In May 1997, the Company entered into a nonbinding
letter of intent to sell substantially all of the assets used or useful in the
operations of radio station KASH-AM to Alaska Broadcast Television, Inc. No
assurances can be given that the FCC will grant permission to the Company to
consummate both the Community Pacific Acquisition and the COMCO Acquisition and
dispose of KASH-AM, or if the FCC grants such permission, that the Company will
be able to sell KASH-AM.
In March 1997, the Company agreed to acquire substantially all of the
assets of Emerald City Radio Partners, L.P. ("Emerald City") (the "Emerald City
Acquisition"). The Company has agreed to assign its right to acquire two of
Emerald City's radio stations (WOIC-AM and WMFX-FM) to Clear Channel Radio
Licensing, Inc. on or before the date on which the Company acquires Emerald
City's third radio station (WNOK-FM). The purchase price of the Emerald City
Acquisition will equal approximately $14.9 million payable in cash, of which
approximately $9.5 million has been allocated to radio station WNOK-FM and will
be payable by the Company. Emerald City owns and operates three radio stations
(two FM and one AM) in the Columbia, South Carolina market. FCC approval is
pending. The Company anticipates that the Emerald City Acquisition will be
consummated in July 1997.
In April 1997, the Company agreed to acquire substantially all of the
assets of WRIS, Inc. used or held for use in the operations of radio station
WJLM-FM in the Salem, Virginia market (the "WRIS Acquisition"). The purchase
price of the WRIS Acquisition will equal approximately $3.1 million payable in
cash. FCC approval is pending. The Company anticipates that the WRIS
Acquisition will be consummated in August 1997.
In April 1997, the Company agreed to acquire substantially all of the
assets of Ameron Broadcasting, Inc. used or held for use in the operation of
three radio stations (two FM and one AM) in the Birmingham, Alabama market (the
"Ameron Acquisition"). The purchase price of the Ameron Acquisition will equal
approximately $31.5 million payable in cash. FCC approval is pending. The
Company anticipates that the Ameron Acquisition will be consummated in October
1997.
The Company has entered into nine separate nonbinding letters of intent to
acquire and/or exchange substantially all of the assets of the respective
potential sellers used or useful in the operations of each seller's radio
stations, each of which is subject to various conditions, including the ability
of the Company to enter into a definitive agreement to acquire such assets. No
assurances can be given that definitive agreements will be entered into to
acquire such assets or that such acquisitions will be consummated. As part of
the Company's ongoing acquisition strategy, the Company is continually
evaluating certain other potential acquisition opportunities.
4. STOCKHOLDERS' EQUITY
On February 20, 1997, the Company issued 31,634,527 shares of Class A
Common Stock and 18,181,818 shares of Class B Common Stock (as defined) to
affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse") at a
purchase price of $1.10 per share. The proceeds were used in part to fund the
Osborn Acquisition and retire existing indebtedness of Commodore Media, Inc., a
wholly-owned subsidiary of the Company ("Commodore"), and Osborn. In addition,
on February 20, 1997 the Company exchanged 1,636,361 shares of Class A Common
Stock having a deemed value of $1.8 million for shares of common stock of
Osborn as part of the purchase price of the Osborn Acquisition and contributed
its interest in Osborn to Commodore. Additionally, during the three months
ended March 31, 1997, the Company issued 1,327,272 shares of Class A Common
Stock to related parties in exchange for cash and receivables totalling $1.4
million.
9
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CAPSTAR BROADCASTING PARTNERS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
MARCH 31, 1997
(UNAUDITED)
5. EXTRAORDINARY ITEM
On February 20, 1997, in connection with the financing of the Osborn
Acquisition, the Company repaid its outstanding loan balance (including
principal and interest) under the senior credit facility (the "AT&T Credit
Facility") of Commodore with AT&T Commercial Finance Corporation and recognized
an extraordinary loss of $598,000 as a result of a prepayment penalty.
6. NEW CREDIT FACILITY
On February 20, 1997, the Company and Commodore, as borrower, entered into a
credit facility (the "New Credit Facility") with various banks and Bankers Trust
Company, as administrative agent, which consists of a $50.0 million revolving
loan facility. The indebtedness under the New Credit Facility is secured by a
first priority perfected pledge of substantially all of the Company's assets,
including, without limitation, the capital stock of the subsidiaries of the
Company, and is guaranteed by the Company and all of the direct and indirect
subsidiaries of the Company (other than Commodore). Borrowings under the New
Credit Facility bear interest at floating rates and require interest payments on
varying dates depending on the interest rate option selected by the Company.
All loans outstanding under the New Credit Facility will mature in 2002. As of
May 13, 1997, a principal balance of $24.9 million was outstanding under the New
Credit Facility.
7. CREDIT AGREEMENT
In March 1997, the Company entered into a $13.5 million Credit Agreement
with Emerald City (the "Credit Agreement"). In accordance with the Credit
Agreement, the Company loaned Emerald City $13.5 million (the "Loan") which is
to be repaid in two installments. The first installment is to be a payment of
principal of the Loan equal to the purchase price under the asset purchase
agreement for radio station WNOK-FM, together with any accrued and unpaid
interest thereon, with the second installment to consist of the remaining
principal balance of the Loan, together with any accrued and unpaid interest
thereon, due and payable on the Maturity Date (as defined in the Credit
Agreement).
8. SENIOR DISCOUNT NOTES
In connection with the Osborn Acquisition the Company issued $277.0
million in aggregate principal amount at maturity of its 12 3/4% Senior
Discount Notes due 2009 (the "Notes"). The Notes were issued at a substantial
discount from their aggregate principal amount at maturity under an Indenture
dated as of February 20, 1997 (the "Indenture"), between the Company and U.S.
Trust Company of Texas, N.A., as trustee, generating gross proceeds to the
Company of approximately $150.3 million. The notes are general unsecured
senior obligations of the Company, which will mature on February 1, 2009. No
interest will accrue on the Notes prior to February 1, 2002. Thereafter,
interest on the Notes will accrue at an annual rate of 12 3/4% and will be
payable semi-annually in cash on February 1 and August 1 each year, commencing
on August 1, 2002 to holders of record on the immediately preceding January 15
and July 15. The Notes are redeemable at the option of the Company, in whole or
in part, at any time and from time to time on or after February 1, 2002 at the
redemption prices set forth in the Indenture, plus, without duplication,
accrued and unpaid interest to the redemption date. In addition, prior to
February 1, 2001, the Company, at its option, may use the net cash proceeds of
one or more Public Equity Offerings (as defined in the Indenture) or Major
Asset Sales (as defined in the Indenture) to redeem up to 25% of the aggregate
principal amount at maturity of the Notes at a redemption price of 112.75%;
provided, however, that after any such redemption, there is outstanding at
least 75% of the original aggregate principal amount at maturity of the Notes.
10
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THE COMPANY
As of March 31, 1997, the Company and its predecessor, Commodore, owned
and operated or provided services to 63 radio stations in 16 mid-sized
markets. The following table sets forth the growth in number of radio stations
by market since January 1, 1996:
Number of Acquisition Date or
Market Stations Estimated Acquisition Date
- -------------------------------------------------------------------------------
COMMODORE:
Huntington WV-
Ashland, KY 7 October 1996(1)
1 LMA
Fairfield, CT
Acquisition 1 2 March 1996(1)
Acquisition 2 2 May 1996
Ft. Pierce-Stuart-
Vero Beach, FL 3 May 1996(1)
Westchester-Putnam
Counties, NY 3 March 1996(1)
OSBORN:
Asheville, NC 2 February 1997
Wheeling, WV 6 February 1997
Wheeling, WV 1 JSA
Jackson, TN 3 February 1997
Tuscaloosa, AL 1 February 1997
Tuscaloosa, AL 2 April 1997(1)
Gadsden, AL 2 February 1997
Huntsville, AL 3 April 1997
COMMUNITY PACIFIC:
Anchorage, AK 3 November 1997(1)
Des Moines, IA 3 November 1997(1)
Modesto, CA 2 November 1997(1)
Stockton, CA 2 November 1997(1)
- -------------
(1) The Company provided services to these stations pursuant to an LMA
or a JSA (as defined) prior to the date acquired. "JSA" refers to a
joint sales agreement, whereby a station licensee obtains, for a fee, the
right to sell substantially all of the commercial advertising on a
separately-owned and licensed station. JSAs take varying forms. A JSA,
unlike an LMA, normally does not involve programming. "LMA" refers to a
local marketing agreement, whereby a radio station outsources the management
of certain limited functions of its operations. LMAs take varying forms;
however, the FCC requires that, in all cases, the licensee maintain
independent control over the programming and operations of the station.
On February 20, 1997, the Company acquired Osborn. The purchase price of
the Osborn Acquisition was $118.8 million payable in cash and Class A Common
Stock. Osborn owned and operated or provided services to 18 stations upon
consummation of the Osborn Acquisition and had pending (i) the acquisitions of
five stations (two FM and three AM) in the Huntsville and Tuscaloosa, Alabama
markets and (ii) the disposition of three stations (two FM and one AM) in the
Ft. Myers, Florida market. Each of the pending transactions of Osborn has been
completed as more fully described hereinafter.
In April 1997, the Company acquired substantially all of the assets of
Taylor Communications Corporation's two radio stations (one FM and one AM) in
the Tuscaloosa, Alabama market The purchase price of the acquisition
was approximately $1.0 million. Such stations were managed by Osborn pursuant
to an LMA since December 1996.
In April 1997, the Company acquired substantially all of the assets of
City Broadcasting Co., Inc. used or useful in the operations of two radio
stations (one FM and one AM) in the Melbourne-Titusville-Cocoa, Florida market.
The purchase price of the acquisition was approximately $3.0 million. In April
1997, the Company acquired substantially all of the assets of EZY Com, Inc.
used or useful in the operations of two radio stations (one FM and one AM) in
the Melbourne-Titusville-Cocoa, Florida market. The purchase price of the
acquisition was approximately $5.0 million. In April 1997, the Company acquired
substantially all of the assets of Roper Broadcasting, Inc used or useful in
the operations of one FM radio station in the Melbourne-Titusville-Cocoa,
Florida market. The purchase price of the acquisition was approximately
$4.0 million.
In April 1997, the Company sold substantially all of the assets of its
radio stations (two FM and one AM) in the Ft. Myers, Florida Market. The sale
price was $11.0 million.
In May 1997, the Company acquired all of the outstanding capital stock
of Dixie Broadcasting, Inc. and Radio WBHP, Inc., the owners of three radio
stations (one FM and two AM) in the Huntsville, Alabama market. The purchase
price of the acquisition was $24.5 million.
On February 28, 1997, the Company entered into an LMA with Community
Pacific to provide services to the radio stations owned and operated by
Community Pacific until the Community Pacific Acquisition is consummated.
11
13
RESULTS OF OPERATIONS
The following table sets forth certain consolidated summary data of the
Company (dollars in thousands):
Predecessor
-----------
For the Three Months Ended
--------------------------
March 31, March 31,
1996 1997
----------- ----------
OPERATING DATA:
Net revenue . . . . . . . . . . . . . . . . . . . $ 7,416 $14,107
Station operating expenses . . . . . . . . . . . 5,375 10,356
Depreciation and amortization . . . . . . . . . . 480 2,389
Corporate expenses . . . . . . . . . . . . . . . 466 1,424
---------- ---------
Operating income (loss) . . . . . . . . . . . . . 1,095 (62)
Interest expense . . . . . . . . . . . . . . . . 2,452 6,792
Other (income)expense . . . . . . . . . . . . . . 79 19
Extraordinary loss on early extinguishment
of debt . . . . . . . . . . . . . . . . . . . . . 598
---------- ---------
Net loss . . . . . . . . . . . . . . . . . . . . $(1,436) $(7,471)
========== =========
OTHER DATA:
Broadcast cash flow (1) . . . . . . . . . . . . . $ 2,041 $ 3,751
Broadcast cash flow margin . . . . . . . . . . . 27.5% 26.6%
EBITDA (2) . . . . . . . . . . . . . . . . . . $ 1,575 $ 2,327
- ----------------
(1) Broadcast cash flow consists of operating income before depreciation,
amortization, corporate expense and other expense.
(2) EBITDA consists of operating income before depreciation, amortization
and other expense.
12
14
RESULTS OF OPERATIONS (CONTINUED)
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Net Revenue. Net revenue increased $6.7 million or 90.2% to $14.1
million for the three months ended March 31, 1997 from $7.4 million for the
three months ended March 31, 1996. Net revenue included from the operations
purchased in connection with the Osborn Acquisition for the period February 21,
1997 through March 31, 1997 comprised $3.7 million of the increase. The
inclusion of revenue from the acquisitions of radio stations and revenue
generated from LMAs and JSAs provided $2.8 million of the increase. For
stations owned or operated for a comparable period in 1997 and 1996, net revenue
increased approximately $232,000 or 3.2% to $7.4 million for the three months
ended March 31, 1997 from $7.2 million for the same period in 1996.
Station Operating Expenses. Station operating expenses increased
$5.0 million or 92.7% to $10.4 million for the three months ended March 31,
1997 from $5.3 million for the three months ended March 31, 1996. The
increase is primarily attributable to (i) additional operating expenses of the
operations purchased in connection with the Osborn Acquisition of $2.9
million, and (ii) station operating expenses of the radio station acquisitions
and the JSAs and LMAs which contributed $2.2 million of the increase. For
stations owned or operated for a comparable period in 1997 and 1996, station
operating expenses declined approximately $86,000 or 1.7% to $5.1 million in
1997 from $5.2 million in 1996 as a result of efficiencies realized from market
consolidation.
Broadcast Cash Flow. As a result of the factors described above,
broadcast cash flow increased approximately $1.7 million or 83.8% to $3.8
million for the three months ended March 31, 1997 from $2.0 million for the
three months ended March 31, 1996. The broadcast cash flow margin was 26.6% for
the three months ended March 31, 1997 compared to 27.5% for the three months
ended March 31, 1996. The broadcast cash flow provided from the Osborn
Acquisition accounted for approximately $861,000 of the increase; the broadcast
cash flow margin from these operations was 23.0%. The inclusion of broadcast
cash flows from the remaining acquisitions and LMAs accounts for approximately
$531,000 of the increase. Excluding the effects of the acquisitions and LMAs,
broadcast cash flow increased approximately $319,000, or 15.7% to $2.3 million
for the three months ended March 31, 1997 from $2.0 million for the three months
ended March 31, 1996 and the broadcast cash flow margin on a same station basis
increased to 31.4% from 28.0%.
Corporate Expenses. Corporate expenses increased approximately
$958,000 to approximately $1.4 million for the three months ended March 31, 1997
from approximately $466,000 for the three months ended March 31, 1996. This
increase was primarily due to the corporate offices of the Company which opened
in October, 1996 and the additional corporate expense associated with the Osborn
operations.
EBITDA. As a result of the factors described above, EBITDA increased
approximately $752,000 or 47.7% to $2.3 million for the three months ended
March 31, 1997 from $1.6 million for the three months ended March 31, 1996.
The EBITDA margin for the three months ended March 31, 1997 was 16.5% compared
to 21.2% for the three months ended March 31, 1996.
13
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RESULTS OF OPERATIONS (CONTINUED)
Other Operating Expenses. Depreciation and amortization increased
$1.9 million to $2.4 million for the three months ended March 31, 1997 from
approximately $480,000 for the three months ended March 31, 1996 primarily due
to the various acquisitions consummated during 1996 and 1997.
Operating Income. As a result of the factors described above, the
Company's results for the three months ended March 31, 1997 reflected an
operating loss of $62,000 compared to an operating income of $1.1 million for
the three months ended March 31, 1996.
Other (Income) Expense. Interest expense increased approximately
$4.3 million to $6.8 million for the three months ended March 31, 1997 from
$2.5 million for the three months ended March 31, 1996. The increase is
attributable to the write-off of $1.0 million of deferred financing costs and
$606,000 of interest associated with the Company's credit facility with
Bankers Trust Company, dated October 16, 1996, which was repaid in full in
connection with the consummation of the Osborn Acquisition (the "Former Term
Loan Facility"); $2.1 million of interest expense related to the Notes; and
interest expense on the AT&T Credit Facility which was repaid in full in
connection with the consummation of the Osborn Acquisition. Interest income
increased 10.7% to $128,000 as a result of the interest accrual on the Loan
under the Credit Agreement with Emerald City. The Company realized an
extraordinary loss on the early retirement of the AT&T Credit Facility during
the three months ended March 31, 1997 related to penalties and fees of
approximately $598,000.
Net Loss. As a result of the factors described above, net loss
increased approximately $6.0 million to $7.5 million for the three months ended
March 31, 1997 from $1.4 million for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The pursuit by the Company of its acquisition strategy has required a
significant portion of the Company's capital resources. In October 1996, the
Company funded the $213.6 million purchase price (including assumed debt of
$93.7 million) for its first acquisition, the acquisition of Commodore (the
"Commodore Acquisition"), from the proceeds of the sale of $94.0 million of
Class A Common Stock to affiliates of Hicks Muse, R. Steven Hicks, the
President and Chief Executive Officer of the Company, and certain other
investors and with $34.8 million of borrowings under the Former Term Loan
Facility. The Company funded the $118.8 million purchase price (excluding
transaction costs) for the Osborn Acquisition and the retirement of existing
indebtedness of Commodore and Osborn in connection therewith from the proceeds
of the issuance of the Notes, $54.8 million in equity investments by affiliates
of Hicks Muse, the equity investment of $600,000 by certain members of the
Company's management team and the contribution by the President of Osborn of
certain shares of common stock of Osborn to the Company in exchange for shares
of Class A Common Stock having a deemed value of $1.8 million. The Company
funded the purchase price of the Huntsville Acquisition, the Tuscaloosa
Acquisition and the Space Coast Acquisitions through borrowings under the New
Credit Facility in the aggregate principal amount of $35.9 million.
As a result of the financing of its acquisitions, the Company has a
substantial amount of long-term indebtedness, and for the foreseeable future,
payments under the Company's credit agreement, payments under the Company's
outstanding subordinated notes and future acquisitions will be the Company's
principal uses of cash.
In October 1996, the Company assumed the 13 1/4% Senior Subordinated
Notes due 2003 (the "Commodore Notes") of Commodore in connection with the
Commodore Acquisition. The Commodore Notes accrue interest at a stated rate of
13 1/4% per annum of their face value of $76.8 million. The Commodore Notes
require semi-annual cash interest payments on each May 1 and November 1 of
$2.9 million through May 1, 1998 and $5.2 million from November 1, 1998 until
maturity. On February 20, 1997, the Company issued the Notes at a substantial
discount from their principal amount at maturity of $277.0 million in the
aggregate. The Notes generated gross proceeds of approximately $150.3 million
and pay no cash interest until August 1, 2002. Accordingly, the carrying value
will increase through accretion until August 1, 2002. Thereafter, interest will
be payable semi-annually, in cash, on February 1 and August 1 of each year.
Borrowings under the New Credit Facility bear interest at floating rates and
require interest payments on varying dates depending on the interest rate
option selected by the Company. The New Credit Facility consists of the $50.0
million revolver. All loans outstanding under the New Credit Facility will
mature in 2002. As of May 13, 1997, a principal balance of $24.9 million was
outstanding under the New Credit Facility.
14
16
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
In addition to debt service, the Company's principal liquidity
requirements will be for working capital and general corporate purposes,
including capital expenditures, which are not expected to be material in amount,
and, as appropriate opportunities arise, to acquire additional radio stations.
The Company used the $11.0 million in net proceeds of the Osborn Ft. Myers
Disposition to repay indebtedness under the New Credit Facility. The Company
intends to fund the aggregate purchase price for the pending acquisitions
through a combination of borrowings under the New Credit Facility (as it may be
amended to increase the borrowing limit thereunder) and a combination of
indebtedness of the Company and/or Commodore and/or capital stock of the
Company or its subsidiaries. The Company anticipates that it will fund the
pending acquisitions with indebtedness, rather than capital stock, to the
fullest extent then permitted under the debt incurrence covenants contained in
the New Credit Facility, as it may be amended, the indenture governing the Notes
and the indenture governing the Commodore Notes. The Company has not determined
the terms of any such indebtedness or capital stock. The Company's ability to
make such borrowings and issue such indebtedness and capital stock will depend
upon many factors, including, but not limited to, the Company's success in
operating and integrating its radio stations and the condition of the capital
markets at the times of consummation of the pending acquisitions. No assurances
can be given that such financings can be consummated on terms considered to be
favorable by management or at all.
Management believes that cash from operating activities, together with
available revolving credit borrowings under the New Credit Facility, should be
sufficient to permit the Company to fund its operations and meet its obligations
under the agreements governing the existing indebtedness. The Company may
require financing for additional future acquisitions, if any, and there can be
no assurance that it would be able to obtain such financing on terms considered
to be favorable by management. Management evaluates potential acquisition
opportunities on an on-going basis and has had, and continues to have,
preliminary discussions concerning the purchase of additional stations. The
Company expects that in connection with the financing of future acquisitions, it
may consider disposing of stations in its markets. The Company has no current
plans or arrangements to dispose of any of its stations other than the
disposition of station KASH-AM in Anchorage, Alaska at or after consummation of
the Community Pacific Acquisition and the possible exchange of three stations to
be acquired in the Benchmark Acquisition for three stations owned by SFX
Broadcasting, Inc.
EXTRAORDINARY ITEM
In connection with the Osborn Acquisition, the Company repaid the AT&T
Credit Facility. The repayment of the AT&T Credit Facility resulted in a
prepayment penalty in the amount of $598,000, which was reported as an
extraordinary item. In connection with the Benchmark Acquisition, the Company
will issue $750,000 of capital stock to an affiliate of Hicks Muse in
consideration for its agreement, upon the occurrence of certain events, to
purchase the outstanding indebtedness incurred by such affiliate's subsidiary in
connection with the Benchmark Acquisition. The issuance of capital stock of the
Company for the benefit of Commodore will be reported as an extraordinary item
in the period in which the Company consummates the Benchmark Acquisition. Had
the Benchmark Acquisition been consummated at December 31, 1996, the Company
would have recorded an extraordinary charge of approximately $750,000.
15
17
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to the unanimous written consent of the stockholders of the
Company, dated as of February 13, 1997, the stockholders approved an amendment
to the Company's Certificate of Incorporation pursuant to which (i) the number
of authorized shares of common stock, par value $.01 per share ("Common
Stock"), of the Company was increased to 200,000,000 shares and 10,000,000
shares of preferred stock, par value $.01 per share, of the Company were
authorized and (ii) the number of shares of Common Stock available for issuance
under the Capstar Broadcasting Partners, Inc. 1996 Stock Option Plan was
increased to 9,000,000 shares.
Pursuant to the written consent of the holder of a majority of the
outstanding shares of Common Stock, dated as of February 19, 1997, an amendment
to the Company's Certificate of Incorporation was approved, pursuant to which
each share of Common Stock was reclassified into one share of Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), of the Company and
50,000,000 shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock"), of the Company were authorized.
Pursuant to the written consent of the holder of a majority of the
outstanding shares of Class A Common Stock and the holder of all of the
outstanding shares of Class B Common Stock, dated as of April 24, 1997, an
amendment to the Company's Certificate of Incorporation was approved, pursuant
to which the right of certain holders of Class B Common Stock to convert such
shares into Class A Common Stock or to transfer such shares was restricted,
subject to certain conditions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
4.1 Amendment No. 7 to Indenture dated as of April 21, 1995, among
Commodore Media, Inc. ("Commodore"), IBJ Schroder Bank & Trust
Company, as Trustee, and the Guarantors named therein, governing
Commodore's 13 1/4% Senior Subordinated Notes due 2003.(1)
10.1.1 Agreement and Plan of Merger, dated as of December 9, 1996, by
and among Benchmark Communications Radio Limited Partnership,
Benchmark Acquisition, Inc., Benchmark Radio Acquisition Fund I
Limited Partnership, Benchmark Radio Acquisition Fund IV Limited
Partnership, Benchmark Radio Acquisition Fund VII Limited
Partnership, Benchmark Radio Acquisition Fund VIII Limited
Partnership, Joe L. Mathis IV, Bruce R. Spector, the Company and
BCR Holding, Inc. ("Benchmark Merger Agreement").*
10.1.2 Letter Agreement amending Benchmark Merger Agreement, dated
January 9, 1997, by and among Benchmark Communications Radio
Limited Partnership, Benchmark Acquisition, Inc. and the other
signatories listed therein.*
10.1.3 Letter Agreement amending Benchmark Merger Agreement, dated
January 31, 1997, by and among Benchmark Communications Radio
Limited Partnership, Benchmark Acquisition, Inc., BCR Holding,
Inc., the Company, and the other signatories listed therein.*
10.1.4 Letter Agreement amending Benchmark Merger Agreement, dated April
8, 1997, by and among Benchmark Communications Radio Limited
Partnership, Benchmark Acquisition, Inc., BCR Holding, Inc., and
the Company.*
10.2 Asset Purchase Agreement, dated as of December 26, 1996, between
Community Pacific Broadcasting Company L.P. and Community
Acquisition Company, Inc.*
10.3 Asset Purchase Agreement, dated as of January 27, 1997, by and
among Point Communications Limited Partnership, Midcontinent
Broadcasting Co. of Wisconsin, Inc., Madison Radio Group and
Point Madison Acquisition Company, Inc.*
16
18
10.4.1 Asset Purchase Agreement, dated March 10, 1997, by and between
Emerald City Radio Partners, L.P. and WNOK Acquisition Company,
Inc.(1)
10.4.2 First Amendment to Asset Purchase Agreement, dated as of March
14, 1997, between Emerald City Radio Partners, L.P. and WNOK
Acquisition Company, Inc.(1)
10.5.1 Asset Purchase Agreement dated as of April 24, 1997, between
Ameron Broadcasting, Inc. and Capstar Acquisition Company, Inc.,
a wholly-owned subsidiary of Commodore.(1)
10.5.2 Letter Agreement, dated as of April 25, 1997, between Ameron
Broadcasting, Inc. and Capstar Acquisition Company, Inc.(1)
10.6 Employment Agreement, dated January 1, 1997, between the Company
and Paul D. Stone.*
10.7 Employment Agreement, dated January 1, 1997, between the Company
and William S. Banowsky, Jr.*
10.8 Second Amendment, dated February 20, 1997, to Stockholders
Agreement, dated October 16, 1996, among Capstar, Hicks, Muse,
Tate & Furst Incorporated, R. Steven Hicks and the
securityholders listed therein.*
27.1 Financial Data Schedule.*
- ---------------------
* Filed herewith.
(1) Incorporated by reference to Commodore Media, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, File No. 33-92732.
(b) Reports on Form 8-K
During the quarter ended March 31, 1997, the Company did not file any
reports on Form 8-K.
17
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ William S. Banowsky, Jr.
-----------------------------
Name: William S. Banowsky, Jr.
Title: Vice President
Date: May 15, 1997
By: /s/ Paul D. Stone
------------------
Name: Paul D. Stone
Title: Vice President and Chief
Financial Officer
(principal financial officer)
Date: May 15, 1997
20
Exhibit
Number Exhibit Title Page
--------- ------------- ----
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
4.1 Amendment No. 7 to Indenture dated as of April 21, 1995, among Commodore Media, Inc.
("Commodore"), IBJ Schroder Bank & Trust Company, as Trustee, and the Guarantors named
therein, governing Commodore's 13 1/4% Senior Subordinated Notes due 2003.(1)
10.1.1 Agreement and Plan of Merger, dated as of December 9, 1996, by and among Benchmark
Communications Radio Limited Partnership, Benchmark Acquisition, Inc., Benchmark Radio
Acquisition Fund I Limited Partnership, Benchmark Radio Acquisition Fund IV Limited
Partnership, Benchmark Radio Acquisition Fund VII Limited Partnership, Benchmark Radio
Acquisition Fund VIII Limited Partnership, Joe L. Mathis IV, Bruce R. Spector, the
Company and BCR Holding, Inc. ("Benchmark Merger Agreement").*
10.1.2 Letter Agreement amending Benchmark Merger Agreement, dated January 9, 1997, by and
among Benchmark Communications Radio Limited Partnership, Benchmark Acquisition, Inc.
and the other signatories listed therein.*
10.1.3 Letter Agreement amending Benchmark Merger Agreement, dated January 31, 1997, by and
among Benchmark Communications Radio Limited Partnership, Benchmark Acquisition, Inc.,
BCR Holding, Inc., the Company, and the other signatories listed therein.*
10.1.4 Letter Agreement amending Benchmark Merger Agreement, dated April 8, 1997, by and
among Benchmark Communications Radio Limited Partnership, Benchmark Acquisition, Inc.,
BCR Holding, Inc., and the Company.*
10.2 Asset Purchase Agreement, dated as of December 26, 1996, between Community Pacific
Broadcasting Company L.P. and Community Acquisition Company, Inc.*
10.3 Asset Purchase Agreement, dated as of January 27, 1997, by and among Point
Communications Limited Partnership, Midcontinent Broadcasting Co. of Wisconsin, Inc.,
Madison Radio Group and Point Madison Acquisition Company, Inc.*
10.4.1 Asset Purchase Agreement, dated March 10, 1997, by and between Emerald City Radio
Partners, L.P. and WNOK Acquisition Company, Inc.(1)
10.4.2 First Amendment to Asset Purchase Agreement, dated as of March 14, 1997, between
Emerald City Radio Partners, L.P. and WNOK Acquisition Company, Inc.(1)
10.5.1 Asset Purchase Agreement dated as of April 24, 1997, between Ameron Broadcasting, Inc.
and Capstar Acquisition Company, Inc., a wholly-owned subsidiary of Commodore.(1)
10.5.2 Asset Purchase Agreement dated as of April 24, 1997, between Ameron Broadcasting, Inc.
and Capstar Acquisition Company, Inc., a wholly-owned subsidiary of Commodore.(1)
10.6 Employment Agreement, dated January 1, 1997, between the Company and Paul D. Stone.*
10.7 Employment Agreement, dated January 1, 1997, between the Company and William S.
Banowsky, Jr.*
10.8 Second Amendment, dated February 20, 1997, to Stockholders Agreement, dated October 16,
1996, among Capstar, Hicks, Muse, Tate & Furst Incorporated, R. Steven Hicks and the
securityholders listed therein.*
27.1 Financial Data Schedule.*
- ---------------
* Filed herewith.
(1) Incorporated by reference to Commodore Media, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, File No. 33-92732.