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AMFM Operating Inc. Completes Tender Offer for 10 1/2% Senior Subordinated Notes Due 2007.


Business Editors

AUSTIN and DALLAS, Texas--(BUSINESS WIRE)--June 5, 2000

AMFM AMFM Association of Marriage and Family Ministries
AMFM Automated Mapping Facilities Management
AMFM Association des Modélistes Ferroviaires de Montréal (French: Montreal Railroad Modelers Association) 
 Operating Inc. (the "Company"), an indirect subsidiary of AMFM Inc. (NYSE NYSE

See: New York Stock Exchange
:AFM (Atomic Force Microscope) A device used to image materials at the atomic level. AFMs are used to solve processing and materials problems in electronics, telecom, biology and other high-tech industries. ), announced today that it has completed its offer to purchase its 10 1/2% Senior Subordinated Notes due 2007 (the "Notes"). The Company's consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 to amend the indenture governing the Notes commenced on April 27, 2000 and expired at 5:00 p.m., New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on May 26, 2000. The Company's cash tender offer for the Notes commenced on April 28, 2000 and expired at 5:00 p.m., New York City time, on May 30, 2000 (the "Expiration Date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
").

As of the Expiration Date, $99,400,000 aggregate principal amount of the Notes representing 99.4% of the outstanding Notes had been validly tendered and not withdrawn. All Notes validly tendered with respect to the tender offer prior to the Expiration Date were accepted for payment. In addition, the Company received the requisite consents to the proposed amendments to the indenture pursuant to which the Notes were issued.

Salomon Smith Barney Smith Barney is a division of Citigroup Global Capital Markets Inc., a global, full-service financial firm, that provides brokerage, investment banking and asset management services to corporations, governments and individuals around the world.  Inc. served as the dealer manager for the consent solicitation and tender offer.

The Company is an indirect subsidiary of AMFM Inc. ("AMFM"), the nation's largest radio broadcasting entity, consisting of the AMFM Radio Group, including The AMFM Radio Networks and the Chancellor Marketing Group, Broadcast Architecture, Inc. and the AMFM New Media Group, including Katz Media and AMFM's Internet operations. Reflecting announced transactions, excluding the divestiture of approximately 65 stations in connection with the merger with Clear Channel Communications Not to be confused with clear channel radio stations, which are AM radio stations with certain technical parameters.
Clear Channel Communications (NYSE: CCU) is a media conglomerate company based in the United States.
, Inc. ("Clear Channel"), AMFM Radio Group consists of approximately 440 stations in close to 100 markets. The AMFM Radio Networks offers syndicated programming nationwide. Chancellor Marketing Group is a full-service sales promotion firm developing integrated marketing programs for Fortune 1000 companies. Broadcast Architecture is a wholly-owned subsidiary of AMFM and provides research, consulting and programming services domestically and internationally. AMFM's Katz Media is the only full-service media representation firm in the United States serving multiple types of electronic media. AMFM's Internet operations focus on developing AMFM's e-commerce Web sites, streaming online broadcasts of AMFM's on-air programming and other media, and promoting emerging Internet and new media concerns.

AMFM has entered into a merger agreement with Clear Channel (NYSE:CCU CCU
abbr.
1. coronary care unit

2. critical care unit



CCU

critical care unit.

CCU Critical care unit, see there
) pursuant to which AMFM's stockholders would receive 0.94 shares of Clear Channel common stock for each share of AMFM common stock held on the record date for the transaction. AMFM will subsequently become a wholly-owned subsidiary of Clear Channel. Although there can be no assurance, the merger with Clear Channel is expected to be consummated by September 30, 2000.

This news announcement contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Key risks are described in the Company's reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the broadcasting industry generally and, accordingly, the Company's actual performance and results may vary from those stated herein and the Company undertakes no obligation to update the information contained herein.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jun 5, 2000
Words:536
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