-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KP91/1GwhTGL+55yVvoBWlotOtjLTR6Txu4P6YyvhfQQjOT6m7hVDLhVZ5dpuxDW OR+5WSRDv2w76bzsbF6rXg== 0000739708-96-000014.txt : 19960711 0000739708-96-000014.hdr.sgml : 19960711 ACCESSION NUMBER: 0000739708-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960709 ITEM INFORMATION: Other events FILED AS OF DATE: 19960710 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787539 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09645 FILM NUMBER: 96592645 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 8-K 1 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 9, 1996 Clear Channel Communications, Inc. (Exact name of registrant as specified in its charter) Texas (State of Incorporation) 1-9645 (Commission File Number) 74-1787539 (I.R.S. Employer Identification No.) 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 (210) 822-2828 (Address and telephone number of principal executive offices) Item 5. Other Events. On July 9, 1996, Clear Channel Communications, Inc. ("Clear Channel"), and Tichenor Media System, Inc. ("TMS"), jointly announced that, subject to Clear Channel completing its previously announced tender offer to acquire Heftel Broadcasting Corporation ("Heftel"), Clear Channel will submit to the Board of Directors of Heftel an agreement to merge Heftel and TMS (the "Merger"). Under the terms of the proposed Merger, TMS stockholders will exchange the capital stock of TMS for approximately 5.68 million shares of Heftel Class A common stock and approximately $3.2 million in cash. The Merger is subject to certain conditions, including Clear Channel completing its previously announced tender offer for Heftel, approval of the Merger by the Board of Directors and stockholders of Heftel and the stockholders of TMS, and the approval of the Federal Communications Commission and the Federal Trade Commission. There can be no assurance that the conditions will be satisfied or that the merger will be consummated. In order to comply with the Federal Communication Commission's attribution rules and regulations, as part of the terms of the proposed merger, Clear Channel would convert its Class A common stock in Heftel into newly authorized non-voting Class B common stock. Additionally, it is anticipated that Clear Channel's ownership in Heftel in excess of 30% of the outstanding shares of common stock of Heftel would be transferred to Heftel. Clear Channel would receive an option to reacquire such shares from Heftel, subject to FCC approval. Clear Channel believes that the combined Heftel/TMS company ("New Heftel") would be the only Spanish-language radio company to own and operate Spanish- language radio stations in each of the top-ten Hispanic markets in the United States. McHenry Tichenor, Jr. would become the Chief Executive Officer of New Heftel, which would be headquartered in Dallas, Texas. Heftel Broadcasting Corporation, headquartered in Las Vegas, Nevada, owns or operates 17 radio stations in six markets, including five of the top Hispanic markets in the United States. TMS is headquartered in Dallas, Texas. Including pending acquisitions, TMS owns or operates 20 radio stations in six of the top ten Hispanic markets in the United States. TMS, a private, family-owned Spanish-language broadcasting company, was founded in 1949, and has been a pioneer in Spanish- language radio. Clear Channel is a diversified broadcasting company which, including pending acquisitions, owns or operates 94 radio stations and 18 television stations in the United States. Clear Channel also has broadcasting operations in Australia and New Zealand. Its stock is traded on the New York Stock Exchange under the symbol CCU. 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 hereunto duly authorized. Clear Channel Communications, Inc. Date July 9, 1996 By: /s/ L. Lowry Mays L. Lowry Mays, President Date July 9, 1996 By: /s/ Herbert W. Hill, Jr. Herbert W. Hill, Jr. Vice President/Controller and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----