-----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, GtbNoOFz8i/fHvygkirbZylanHmY6mVlkJ/nc0TtZg3bgSLQOUMF8EcBw/xAT7Bz 3/Gv+wPXTq4PglPys0PCLg== 0000950134-96-003701.txt : 19960726 0000950134-96-003701.hdr.sgml : 19960726 ACCESSION NUMBER: 0000950134-96-003701 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960725 SROS: NYSE GROUP MEMBERS: CLEAR CHANNEL COMMUNICATIONS INC GROUP MEMBERS: CLEAR CHANNEL RADIO, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEFTEL BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43975 FILM NUMBER: 96598978 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEFTEL BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43975 FILM NUMBER: 96598979 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 FILED BY: 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: SC 14D1/A 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 FILED BY: 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: SC 14D1/A 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 SC 14D1/A 1 AMENDMENT #3 SC 14D1 AND AMENDMENT #4 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) AND SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 HEFTEL BROADCASTING CORPORATION (Name of Subject Company) CLEAR CHANNEL RADIO, INC. CLEAR CHANNEL COMMUNICATIONS, INC. (Bidders) CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 422799106 (CUSIP Number of Class of Securities) ------------------------- L. LOWRY MAYS CLEAR CHANNEL COMMUNICATIONS, INC. 200 CONCORD PLAZA, SUITE 600 SAN ANTONIO, TEXAS 78216 (210) 822-2828 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: STEPHEN C. MOUNT AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 300 CONVENT STREET, SUITE 1500 SAN ANTONIO, TEXAS 78205 (210) 270-0800 ------------------------- JULY 25, 1996 (Date of Event Which Require Filing Amendment to Statement of Schedule 13D) 2 Introduction This Amendment No. 3 to Schedule 14D-1 and Amendment No. 4 to Schedule 13D amends and supplements the Tender Offer Statement on Schedule 14D-1 and the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on June 7, 1996, as amended (as so amended from time to time, the "Schedule 14D-1"), which relates to the tender offer by Clear Channel Radio, Inc., a Nevada corporation (the "Purchaser"), to purchase any and all outstanding shares of Class A Common Stock, par value $.001 per share (the "Shares"), of Heftel Broadcasting Corporation, a Delaware corporation, at a price of $23.00 per Share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 7, 1996 (the "Offer to Purchase"), as amended by the Supplement to Offer to Purchase dated July 11, 1996 (the "Supplement"), and in the related Letter of Transmittal. Purchaser is a wholly-owned subsidiary of Clear Channel Communications, Inc., a Texas corporation ("Parent"). Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Items 5(c) is hereby amended and supplemented by the addition of the following paragraph: Pursuant to the terms of the Tender Offer Agreement, as amended, Purchaser has designated the following persons to be elected to the Board of Directors of the Company upon the Closing of the purchase of Shares pursuant to the Tender Offer Agreement: Ernesto Cruz, L. Lowry Mays, B.J. McCombs, James M. Raines and John H. Williams. Concurrently with the Closing, the Company intends to secure the resignation of all of the current directors of the Company and to cause all of the Purchaser's designees to be elected to the Board of Directors of the Company. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Item 7 is hereby amended and supplemented as set forth in Item 5 above. Item 10. Additional Information. On July 25, 1996, the Purchaser issued the press release attached to this Schedule 14D-1 as Exhibit 99(a)(12), which is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 is amended to add the following: 99(a)(12) Text of Press Release dated July 25, 1996. 1 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 25, 1996 CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Mark P. Mays ------------------------------------ Name: Mark P. Mays ---------------------------------- Title: Senior Vice President/Operations --------------------------------- CLEAR CHANNEL RADIO, INC. By: /s/ Mark P. Mays ------------------------------------ Name: Mark P. Mays ---------------------------------- Title: Senior Vice President/Operations --------------------------------- 2 4 EXHIBIT INDEX
Exhibit No. Description Seq. - ----------- ----------- Page No. -------- 99(a)(12) Text of Press Release dated July 25, 1996
3 EX-99.(A)(12) 2 PRESS RELEASE 1 EXHIBIT 99(a)(12) CLEAR CHANNEL COMMUNICATIONS, INC. For Immediate Release For Further Information Contact: Randall Mays (210) 822-2828 CLEAR CHANNEL EXTENDS CASH TENDER OFFER FOR HEFTEL BROADCASTING CORPORATION San Antonio, Texas, July 25, 1996 -- Clear Channel Radio, Inc., an indirect wholly-owned subsidiary of Clear Channel Communications, Inc., today announced the extension of its tender offer for all outstanding shares of Class A and Class B Common Stock of Heftel Broadcasting Corporation at $23.00 per share, net to the seller in cash. The tender offer and withdrawal rights will now expire at 8:00 a.m., New York City time, on Monday, August 5, 1996, unless the tender offer is further extended. Clear Channel Radio, Inc. also announced that through the close of business on July 24, 1996, 381,900 shares of Heftel's common stock had been tendered pursuant to the tender offer. -----END PRIVACY-ENHANCED MESSAGE-----