PROXY CARD
FOR THE CLASS A COMMON STOCK AND CLASS B COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TRIATHLON BROADCASTING COMPANY FOR THE SPECIAL MEETING OF STOCKHOLDERS
ON MARCH 24, 1999
The undersigned hereby appoints John D. Miller and Jeffrey W. Leiderman, and
each of them, as the undersigned's proxies, with full power of substitution, to
attend the Special Meeting of Stockholders of Triathlon Broadcasting Company,
to be held at the offices of Winston & Strawn, 200 Park Avenue, 41st Floor, New
York, New York 10166 on March 24, 1999, at 10:00 a.m., local time, and any
adjournment or postponement thereof, and to vote on all matters that may come
before such meeting the number of shares that the undersigned would be entitled
to vote, with all the power the undersigned would possess if present in person,
as follows:
FOR AGAINST ABSTAIN
To adopt the Agreement and Plan of Merger, dated as [ ] [ ] [ ]
of July 23, 1998, among Capstar Radio Broadcasting,
Inc., TBC Radio Acquisition Corp., and Triathlon
Broadcasting Company, and the Merger contemplated
thereby.
In their discretion with respect to such other matters as may properly come
before the Special Meeting or any adjournment or postponement thereof; except
that, in the event that there is a motion to adjourn or postpone the Special
Meeting of Stockholders, (i) proxies signed by persons who vote "For" the
proposal to adopt the Agreement and Plan of Merger or who do not check one of
the boxes above will be voted in favor of the proposal to adjourn or postpone
the Special Meeting, (ii) proxies signed by persons who vote "Against" the
proposal to adopt the Agreement and Plan of Merger will be voted against the
proposal to adjourn or postpone the Special Meeting and (iii) proxies signed by
person who vote to "Abstain" on the proposal to adopt the Agreement and Plan of
Merger will abstain on the proposal to adjourn or postpone the Special Meeting.
Receipt of the Notice of Special Meeting of Stockholders and the related Proxy
Statement is hereby acknowledged.
The Board of Directors recommends a vote FOR approval and adoption of the
Agreement and Plan of Merger and the Merger. THIS PROXY CARD, WHEN RETURNED
AND PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED IN FAVOR OF
THE AGREEMENT AND PLAN OF MERGER AND THE MERGER, AND IN ACCORDANCE WITH THE
JUDGMENT OF THE PROXIES ON ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE
SPECIAL MEETING, EXCEPT AS SET FORTH ABOVE.
SIGNATURE SIGNATURE Date
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Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and others signing in a representative capacity should
include their names and the capacity in which they sign.
VOTING INSTRUCTION CARD
for the Depositary Shares representing a one-tenth interest in a share of
Triathlon's 9% Mandatory Convertible Preferred Stock
VOTING INSTRUCTION CARD SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TRIATHLON BROADCASTING COMPANY FOR THE SPECIAL MEETING OF STOCKHOLDERS
ON MARCH 24, 1999
The undersigned hereby, with respect to all shares of 9% Mandatory Convertible
Preferred Stock (or portions thereof) of Triathlon Broadcasting Company, which
the undersigned, as holder of depositary shares relating thereto, may be
entitled to direct the voting of, directs ChaseMellon Shareholders Services
L.L.C., as Depositary, to attend the Special Meeting of Stockholders of
Triathlon Broadcasting Company, to be held at the offices of Winston & Strawn,
200 Park Avenue, 41st Floor, New York, New York 10166 on March 24, 1999, at
10:00 a.m., local time, and any adjournment or postponement thereof, and to
vote on all matters that may come before such meeting the number of shares that
the undersigned would be entitled to vote, with all the power the undersigned
would possess if present in person, as follows:
FOR AGAINST ABSTAIN
To adopt the Agreement and Plan of Merger, dated as [ ] [ ] [ ]
of July 23, 1998, among Capstar Radio Broadcasting,
Inc., TBC Radio Acquisition Corp., and Triathlon
Broadcasting Company, and the Merger contemplated
thereby.
The Board of Directors recommends a vote FOR approval and adoption of the
Agreement and Plan of Merger and the Merger. THIS VOTING INSTRUCTION CARD, WHEN
RETURNED AND PROPERLY EXECUTED, WILL BE DEEMED AN INSTRUCTION TO VOTE IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS VOTING
INSTRUCTION CARD WILL BE DEEMED AN INSTRUCTION TO ABSTAIN FROM VOTING.
Receipt of the Notice of Special Meeting of Stockholders and the related Proxy
Statement is hereby acknowledged.
SIGNATURE SIGNATURE Date
---------------- --------------------- ------------------
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and others signing in a representative capacity should
include their names and the capacity in which they sign.