1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 27, 1999 ------------- CAPSTAR COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) - ------------------------------------------------------------------------------------------------------------ DELAWARE 0-22486 13-3649750 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) - ------------------------------------------------------------------------------------------------------------ 600 CONGRESS AVENUE SUITE 1400 78701 AUSTIN, TEXAS (Zip code) (Address of principal executive offices) - ------------------------------------------------------------------------------------------------------------ Registrant's telephone number, including area code: (512) 340-7800 NOT APPLICABLE (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 2 The registrant, Capstar Communications, Inc. ("Capstar Communications") hereby amends its Current Report on Form 8-K filed September 27, 1999, as amended on October 13, 1999 as set forth herein. ITEM 5. OTHER EVENTS. In press releases dated October 25 and 26, 1999, copies of which are filed as Exhibits 99.3 and 99.4 hereto, respectively, Capstar Communications, a subsidiary of AMFM Inc., announced the second and third amendments of its tender offer to purchase for cash all of its outstanding 10 3/4% Senior Subordinated Notes due 2006 (the "Notes") and the concurrent solicitation of consents to proposed amendments to the indenture pursuant to which the Notes were issued. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 -- Press release, dated September 27, 1999.(1) 99.2 -- Press release, dated October 13, 1999.(2) 99.3 -- Press release, dated October 25, 1999. 99.4 -- Press release, dated October 26, 1999. - ------------- (1) Previously filed as an exhibit to the Form 8-K of Capstar Communications filed September 27, 1999. (2) Previously filed as an exhibit to the Form 8-K of Capstar Communications filed October 13, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAPSTAR COMMUNICATIONS, INC. (Registrant) By: /s/ W. SCHUYLER HANSEN ------------------------------- W. Schuyler Hansen Senior Vice President and Chief Accounting Officer Date: October 28, 1999 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 99.1 -- Press release, dated September 27, 1999(1) 99.2 -- Press release, dated October 13, 1999(2) 99.3 -- Press release, dated October 25, 1999 99.4 -- Press release, dated October 26, 1999 - ---------------- (1) Previously filed as an exhibit to the Form 8-K of Capstar Communications filed September 27, 1999. (2) Previously filed as an exhibit to the Form 8-K of Capstar Communications filed October 13, 1999.