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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 12% SENIOR EXCHANGEABLE PREFERRED STOCK
of
CAPSTAR BROADCASTING PARTNERS, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED AUGUST ____, 1997
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [______], 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER
IS EXTENDED BY THE COMPANY.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
HARRIS TRUST & SAVINGS BANK
By Registered or Certified Mail:
Harris Trust & Savings Bank
c/o Harris Trust Company of
New York
P.O. Box 1010
Wall Street Station
New York, New York 10268
By Overnight Courier or by Hand:
Harris Trust & Savings Bank
c/o Harris Trust Company of New York
77 Water Street
4th Floor
New York, New York 10004
By Facsimile:
(212) 701-7636
Confirm by Telephone:
(212) 701-7624
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand, or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING SHARES OF 12% SENIOR
EXCHANGEABLE PREFERRED STOCK (THE "OLD PREFERRED STOCK") FOR AN EQUAL NUMBER OF
SHARES OF NEW 12% SENIOR EXCHANGEABLE PREFERRED STOCK PURSUANT TO THE EXCHANGE
OFFER, YOU MUST VALIDLY TENDER SHARES OF (AND NOT WITHDRAW) OLD PREFERRED STOCK
TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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DESCRIPTION OF TENDERED OLD PREFERRED STOCK
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Name(s) and Address(es) of Registered Owner(s) Certificate Number of Shares
(Please fill in, if blank) Number(s) Tendered
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Total Number of
Shares Tendered
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LADIES AND GENTLEMEN:
1. The undersigned hereby tenders to Capstar Broadcasting Partners, Inc.,
a Delaware corporation (the "Company"), the shares of Old Preferred Stock
described above pursuant to the Company's offer of each share of 12% Senior
Exchangeable Preferred Stock (the "New Preferred Stock") in exchange for each
share of the Old Preferred Stock, upon the terms and subject to the conditions
contained in the Prospectus dated August ____, 1997 (the "Prospectus"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Old Notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the tender of shares of Old Preferred
Stock.
3. The undersigned understands that the tender of the shares of Old
Preferred Stock pursuant to all of the procedures set forth in the Prospectus
will constitute an agreement between the undersigned and the Company as to the
terms and conditions set forth in the Prospectus.
4. The undersigned hereby represents and warrants that:
(a) the shares of New Preferred Stock acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of
business of the undersigned, whether or not the undersigned is
the holder;
(b) neither the undersigned nor any such other person is engaging in
or intends to engage in a distribution of such shares of New
Preferred Stock;
(c) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in
the distribution of such shares of New Preferred Stock; and
(d) neither the holder nor any such other person is an "affiliate,"
as such term is defined under Rule 405 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), of
the Company.
5. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer, the undersigned
represents that it acquired the shares of Old Preferred Stock for its own
account as a result of market-making activities or other trading activities. If
the undersigned is a broker-dealer that will receive Exchange Securities for
its own account in exchange for Securities that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
6. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
7. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the shares of New Preferred
Stock in the name of the undersigned.
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SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the shares of New Preferred Stock are to be issued
or sent to someone other than the undersigned or to the undersigned at an
address other than that provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SPECIAL BROKER-DEALER INSTRUCTIONS
(See Item 5)
[ ] Check here if you are a broker-dealer and wish to receive 10
additional copies of the Prospectus and 10 copies of any amendments or
supplements thereto.
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SIGNATURE
To be completed by all exchanging noteholders. Must be signed by the registered
holder exactly as its name appears on the shares of Old Preferred Stock. If
signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
X
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X
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated:
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Name(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone No.:
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SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Dated:
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PLEASE READ THE INSTRUCTIONS ON THE FOLLOWING PAGE,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Unless the box titled "Special Delivery
Instructions" above has not been completed or the shares of Old Preferred Stock
described above are tendered for the account of an Eligible Institution,
signatures on this Letter of Transmittal must be guaranteed by an eligible
guarantor institution that is a member of or participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program, the Stock Exchange Medallion Program, or by an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (an "Eligible Institution").
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES OF OLD PREFERRED
STOCK. The shares of Old Preferred Stock, together with a properly completed
and duly executed Letter of Transmittal (or copy thereof), should be mailed or
delivered to the Exchange Agent at the address set forth above.
THE METHOD OF DELIVERY OF SHARES OF OLD PREFERRED STOCK AND THE LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED
THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR SHARES OF OLD PREFERRED
STOCK SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE
BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR NOMINEES TO EFFECT THE
ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by a person other than a registered
holder of any shares of Old Preferred Stock, such shares of Old Preferred Stock
must be endorsed or accompanied by appropriate stock powers, signed by such
registered holder exactly as such registered holder's name appears on such
shares of Old Preferred Stock.
If this Letter of Transmittal or any shares of Old Preferred Stock or
stock powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company of
their authority to so act must be submitted with this Letter of Transmittal.
4. TAX INFORMATION. Please complete the attached Substitute Form W-9.
See "Tax Information and Guidelines."
5. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered shares of
Old Preferred Stock will be resolved by the Company in its sole discretion,
which determination will be final and binding. The Company reserves the
absolute right to reject any or all shares of Old Preferred Stock not properly
tendered or any shares of Old Preferred Stock the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities, or conditions of
tender as to particular shares of Old Preferred Stock. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding. Unless
waived, any defects or irregularities in connection with tenders of shares of
Old Preferred Stock must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent, nor any other person shall
be under any duty to give notification of defects in such tenders or shall
incur any liability for failure to give such notification. Tenders of shares of
Old Preferred Stock will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any shares of Old Preferred Stock
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering holder thereof as soon as practicable
following the Expiration Date.
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TAX INFORMATION AND GUIDELINES
You must provide the Exchange Agent with your correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 set forth below. If
you are an individual, your TIN is your social security number.
On the Substitute Form W-9, you must certify under penalties of
perjury that: (a) your TIN is correct, and (b) you are not subject to backup
withholding, either because the Internal Revenue Service ("IRS") has not
notified you that you are subject to backup withholding as a result of a
failure to report interest or dividends or because the IRS has notified you
that you are no longer subject to backup withholding. If the IRS has notified
you that you are subject to backup withholding because of under reporting of
interest or dividends, you must cross out item (2) in the "Certification"
section of the Substitute Form W-9. If subsequently, however, the IRS notifies
you that you are not longer subject to backup withholding, you should not cross
out item (2).
Exempt persons, which include all corporations and certain foreign
individuals, are not subject to the backup withholding and reporting
requirements. An exempt person should furnish its TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign and date the form. To satisfy the
Exchange Agent that a foreign person qualifies as an exempt recipient, such
person must also submit to the Exchange Agent with this Letter of Transmittal a
Form W-8, Certificate of Foreign Status, signed under penalties of perjury,
attesting to such person's foreign status.
If you are required to provide a TIN, but have not been issued a TIN
and have applied for one, or intend to apply for one in the near future, you
should write "Applied For" on the line of the Substitute Form W-9 requiring a
TIN. Generally, you will then have 60 days to get a TIN and give it to the
Exchange Agent. If the Exchange Agent does not receive your TIN within 60 days,
backup withholding, if applicable, will begin.
If you do not provide the Exchange Agent with your correct TIN, you
may be subject to a $50 penalty that the IRS imposes. Failure to comply
truthfully with the backup withholding certification requirements may also
result in the imposition of criminal and civil fines and penalties.
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SUBSTITUTE PART I - PLEASE PROVIDE YOUR Social Security Number
TAXPAYER IDENTIFICATION
FORM W-9 NUMBER IN THE BOX AT
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SIGNING AND DATING BELOW. Employer Identification Number
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DEPARTMENT OF THE TREASURY, PART II - FOR PAYEES EXEMPT FROM BACKUP
INTERNAL REVENUE SERVICE WITHHOLDING, SEE "TAX INFORMATION AND GUIDELINES"
PAYER'S REQUEST FOR TAXPAYER ABOVE FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER (TIN) IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
ENCLOSED HEREWITH AND COMPLETE AS INSTRUCTED
THEREIN.
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CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number or a taxpayer identification number has not been issued to me
and either: (a) I have mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration office, or (b) I
intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number
within 60 days, 31% of all reportable payments made to me thereafter
will be withheld until I provide a number.
(2) I am not subject to backup withholding because I am exempt from
backup withholding, I have not been notified by the Service that I am
subject to backup withholding as a result of a failure to report all
interest or dividends or the Service has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTION - You must cross out item (2) above if you have been
notified by the Service that you are subject to backup withholding because of
under reporting interest or dividends on your tax return unless you received a
subsequent notification from the Service stating that you are no longer subject
to backup withholding.
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SIGNATURE: DATE:
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NAME:
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ADDRESS:
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