-----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, HbMcbRTSStBtGDaufYpGRvlBURzbdvABGdUAjK0ziGMJybZ1+XX/w+OYH8zsqU7y jcZQ9sE4NqR51e+y7pMU7A== 0000950134-97-000676.txt : 19970225 0000950134-97-000676.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950134-97-000676 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-14207 FILED AS OF DATE: 19970205 EFFECTIVENESS DATE: 19970205 SROS: NASD FILER: 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-21133 FILM NUMBER: 97517985 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 S-3MEF 1 462(B) FILING TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- HEFTEL BROADCASTING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4832 99-0113417 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) ------------------------- 6767 WEST TROPICANA AVENUE, SUITE 102 LAS VEGAS, NEVADA 89103 (702) 367-3322 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------- L. LOWRY MAYS HEFTEL BROADCASTING CORPORATION 200 CONCORD PLAZA, SUITE 600 SAN ANTONIO, TEXAS 78216 (210) 822-2828 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------- COPIES TO: STEPHEN C. MOUNT, ESQ. RICHARD C. TILGHMAN, JR., ESQ. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. STEPHEN A. RIDDICK, ESQ. 1500 NATIONSBANK PLAZA, 300 CONVENT STREET PIPER & MARBURY L.L.P. SAN ANTONIO, TEXAS 78205 CHARLES CENTER SOUTH, 36 SOUTH CHARLES ST. (210) 270-0800 BALTIMORE, MARYLAND 21202
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-14207 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of each Class of Amount to be Price per Offering Registration Securities to be Registered Registered Share Price(1) Fee(1) - ------------------------------------------------------------------------------------------------------------ Class A Common Stock. . . . . . 805,000 $39.125 $31,495,625 $9,544 ============================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the high and low sales prices of the Class A Common Stock quoted on the Nasdaq National Market on February 3, 1997. ================================================================================ 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by Heftel Broadcasting Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 333-14207) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 10. Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-14207 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith: 5 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1 --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5) 23.2 --Consent of Ernst & Young LLP 23.3 --Consent of KPMG Peat Marwick LLP 23.4 --Consent of Miller, Kaplan, Arase & Co. 99.1 --Certificate of Registrant as to payment of additional registration fee. II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas on February 5, 1997. HEFTEL BROADCASTING CORPORATION BY /s/ L. LOWRY MAYS ------------------------------------------- L. LOWRY MAYS PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Name Title Date ---- ----- ---- /s/ L. LOWRY MAYS President, Chief Executive Officer February 5, 1997 ----------------------------------------- and Director L. LOWRY MAYS /s/ JOHN T. KENDRICK Senior Vice President, February 5, 1997 ----------------------------------------- Chief Financial Officer JOHN T. KENDRICK and Assistant Secretary (Principal Financial and Accounting Officer) /s/ ERNESTO CRUZ Director February 5, 1997 ----------------------------------------- ERNESTO CRUZ /s/ B.J. McCOMBS Director February 5, 1997 ----------------------------------------- B.J. McCOMBS /s/ JAMES M. RAINES Director February 5, 1997 ----------------------------------------- JAMES M. RAINES /s/ JOHN H. WILLIAMS Director February 5, 1997 ----------------------------------------- JOHN H. WILLIAMS
II-2 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5 --Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 23.1 --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5) 23.2 --Consent of Ernst & Young LLP 23.3 --Consent of KPMG Peat Marwick LLP 23.4 --Consent of Miller, Kaplan, Arase & Co. 99.1 --Certificate of Registrant as to payment of additional registration fee.
EX-5 2 OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD, LLP 1 Exhibit 5 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 1500 NATIONSBANK PLAZA 300 CONVENT STREET SAN ANTONIO, TEXAS 78205 (210) 270-0800 February 5, 1997 Heftel Broadcasting Corporation 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 Ladies and Gentlemen: We have acted as counsel to Heftel Broadcasting Corporation (the "Company"), a corporation organized under the laws of the State of Delaware, in connection with the preparation of a Registration Statement on Form S-3 (as amended, the "Registration Statement"), relating to the offer and sale of up to 805,000 shares of the Class A Common Stock of the Company, par value $.001 per share (the "Common Stock") by the Company. We have also acted as counsel to the Company in connection with the preparation of a Registration Statement on Form S-3 (File No. 333-14207) (as amended, the "Original Registration Statement"), relating to the offer and sale of up to 4,375,000 shares of the Common Stock. We have, as counsel, examined such corporate records, certificates and other documents and reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinions expressed below. In rendering such opinions, we have assumed the genuineness of all signatures and the authenticity of all documents examined by us. As to various questions of fact material to such opinions, we have relied upon representations of the Company. Based upon such examination and representations, we advise you that, in our opinion: 1. The shares of Common Stock which are to be sold and delivered by the Company and the selling stockholder of the Company (the "Selling Stockholder") as contemplated by the Underwriting Agreement (the "Underwriting Agreement"), the form of which is filed as Exhibit 1 to the Original Registration Statement, have been duly and validly authorized by the Company and, in the case of the shares of Common Stock to be sold by the Selling Stockholder, have been validly issued and are fully paid and non-assessable. 2. The shares of Common Stock which are to be sold and delivered by the Company as contemplated in the Underwriting Agreement, when issued and delivered in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Prospectus included as part of the Original Registration Statement and incorporated by reference in the Registration Statement. Very truly yours, /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. EX-23.2 3 CONSENT OF ERNST & YOUNG, LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3) of Heftel Broadcasting Corporation for the registration of its Class A Common Stock of our report dated November 7, 1996, with respect to the consolidated financial statements of Heftel Broadcasting Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 1996, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "Experts" incorporated by reference in the Registration Statement (Form S-3). /s/ERNST & YOUNG LLP ERNST & YOUNG LLP Los Angeles, California January 31, 1997 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Heftel Broadcasting Corporation: We consent to incorporation by reference in this Registration Statement on Form S-3 of Heftel Broadcasting Corporation filed pursuant to Rule 462(b) and incorporating the previously effective Registration Statement on Form S-3 (No. 333-14207) of our report dated May 6, 1996 relating to the consolidated balance sheets of Tichenor Media System, Inc. and subsidiaries as of December 31, 1995 and 1994, and the consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995. /s/ KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP Dallas, Texas February 4, 1997 EX-23.4 5 CONSENT OF MILLER, KAPLAN, ARASE & CO. 1 Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to incorporation in this Registration Statement of our report dated March 1, 1996 (except for Notes 5A and 11 as to which the date is August 16, 1996), with respect to the financial statements of KSOL-FM and KYLZ- FM (Divisions of Crescent Communications, L.P.) for the nine months ended December 31, 1994 and year ended December 31, 1995 included in the Registration Statement (File No. 333-14207). We also consent to the reference of our firm under the caption "Experts". /s/ MILLER, KAPLAN, ARASE & CO. Miller, Kaplan, Arase & Co. North Hollywood, California February 5, 1997 EX-99.1 6 CERTIFICATE OF REGISTRANT FOR ADDITIONAL FEE 1 EXHIBIT 99.1 HEFTEL BROADCASTING CORPORATION 6767 WEST TROPICANA AVENUE, SUITE 102 LAS VEGAS, NEVADA 89103 Certificate of Heftel Broadcasting Corporation In connection with the registration statement (the "Rule 462(b) Registration Statement") filed today by Heftel Broadcasting Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act") , the Company hereby certifies pursuant to Rule 111(b) under the Act that: (i) the Company has instructed U.S. Bank - Nevada to transmit from its account at such bank to the Commission's account at Mellon Bank $ 9,544 as the filing fee for the Rule 462(b) Registration Statement no later than February 5, 1997; (ii) the Company will not revoke the instructions set forth in paragraph (i); and (iii) the Company has sufficient funds in its account at U.S. Bank - Nevada to cover the filing fee for the Rule 462(b) Registration Statement. The Company hereby undertakes to confirm during business hours on February 5, 1997 that the bank has received the instructions described in paragraph (i). /s/ JAVIER LUEVANO - ---------------------------- February 5, 1997 Javier Luevano Corporate Controller -----END PRIVACY-ENHANCED MESSAGE-----