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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 13, 1999
CAPSTAR BROADCASTING PARTNERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-25683 75-2672663
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
600 CONGRESS AVENUE, SUITE 1400
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (512) 340-7800
NOT APPLICABLE
(former name and former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
a) On July 13, 1999, AMFM Inc. (previously known as Chancellor Media
Corporation), a Delaware corporation ("Parent"), acquired Capstar Broadcasting
Corporation, a Delaware corporation ("CBC"). The acquisition was effected
through the merger (the "Merger") of CMC Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Sub"), with and into CBC,
with CBC as the surviving corporation. Capstar Broadcasting Partners, Inc., a
Delaware corporation (the "Company"), is a direct subsidiary of CBC. The
acquisition of the CBC by Parent resulted in a change of control of CBC and the
Company. As a result of the Merger, the Company became an indirect subsidiary of
Parent.
The holders of Class A common stock, par value $0.01 per share, of CBC
("Class A Common Stock"), Class B common stock, par value $0.01 per share, of
CBC ("Class B Common Stock"), and Class C common stock, par value $0.01 per
share, of CBC ("Class C Common Stock," and collectively with the Class A Common
Stock and the Class B Common Stock, the "Common Stock"), were given the right to
receive 0.4955 of a validly issued, fully paid and nonassessable share of common
stock, par value $0.01 per share, of Parent ("Parent Common Stock") for each
share of Common Stock that they owned. Parent has delivered a notice of exchange
procedures to each record holder of certificates that, immediately prior to the
effective time of the Merger, represented shares of Common Stock which were
converted into the right to receive shares of Parent Common Stock. Based upon
the number of shares of Common Stock outstanding on May 19, 1999, the total
consideration paid by Parent in the Merger was approximately 53.5 million shares
of Parent Common Stock. Parent also assumed options, warrants and other equity
rights of CBC which represent up to an additional 3.3 million shares of Parent
Common Stock. The merger consideration was determined through arms' length
negotiations between Parent and CBC. Immediately following the Merger, the
shares of Parent Common Stock issued to CBC stockholders in the Merger
constituted approximately 27.2% of the aggregate outstanding Parent Common
Stock, or approximately 23.6% of the aggregate outstanding Parent Common Stock
assuming all the outstanding options, warrants and other convertible securities
of CBC are taken into account.
Pursuant to the terms of the merger agreement, R. Gerald Turner, a
former independent director of CBC, was elected to the board of directors of
Parent on July 13, 1999.
b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a) Not applicable.
b) Not applicable.
c) 1.1 Amended and Restated Agreement and Plan of Merger, dated as of
April 29,1999, among Parent, CBC, CBC Acquisition Company,
Inc. and Sub. (1)
1.2. First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of June 30, 1999, among Parent, CBC and Sub.
(2)
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(1) Incorporated by reference to the Quarterly Report on Form 10-Q
of Parent for the quarterly period ending March 31, 1999, File
No. 000-21570.
(2) Incorporated by reference to the Parent's Post-Effective
Amendment No. 1 to Registration Statement on Form S-4, dated
July 1, 1999, File No. 333-80173.
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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/PAUL D. STONE
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Name: Paul D. Stone
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Title: Executive Vice President
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Date: July 22, 1999