SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HISPANIC TELEVISION NETWORK, INC.
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(Name of Issuer)
formerly known as, AMERICAN INDEPENDENT NETWORK, INC.
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(Former name of registrant)
Common Stock, par value $0.01
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(Title of Class of Securities)
43357C 10 2
(CUSIP Number)
Douglas K. Miller, 3113 S. University Drive, 6th Floor, Forth Worth, Texas 76109
(817) 927-0050
(Name, Address, and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240,13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 43357C 10 2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS:
James A. Ryffel and Woodcrest Capital, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO and PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 23,422,712
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 23,422,712
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 23,422,712
This amount includes all of the 12,728,712 Shares owned by Woodcrest Capital,
L.L.C. which is 75% owned by Mr. Ryffel, who is the control person of Woodcrest
Capital, L.L.C.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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CUSIP NO. 43357C 10 2 Page 3 of 6 Pages
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 29.9%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN and OO
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CUSIP No. 43357C 10 2 Page 4 of 6
ITEM 1 Security and Issuer
This statement is filed with respect to Shares of common stock par value $0.01
(the "Shares") of Hispanic Television Network, Inc. (formerly, American
Independent Network, Inc.)("HTVN ", the "Company", the "Registrant" or the
"Issuer"), whose address is 6125 Airport Freeway, Suite 200
Haltom City, Texas 76117.
ITEM 2. Identity and Background
As to James A. Ryffel:
(a) James A. Ryffel ("Mr. Ryffel")
(b) Business address: 3113 S. University Drive, 6th Floor, Forth Worth,
Texas 76109.
(c) Mr. Ryffel is a Director of HTVN, which operates a television network,
whose address is 6125 Airport Freeway, Suite 200 Haltom City, Texas
76117, President of Woodcrest Enterprises, Inc., a real estate firm,
and principal member of Woodcrest Capital, L.L.C., which invests in
media companies whose address is 3113 S. University Drive, 6th Floor,
Forth Worth, Texas 76109.
(d) Mr. Ryffel has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Ryffel was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was not or is not
subject to a judgment, decree or final order enjoining future
violations, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) U.S.A.
As to Woodcrest Capital, L.L.C.
(a) Woodcrest Capital, L.L.C. ("Woodcrest")
(d) Business address: 3113 S. University Drive, 6th Floor, Forth Worth,
Texas 76109.
(e) Woodcrest is a Texas limited liability company that invests in media
companies.
(d) Woodcrest has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Woodcrest was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was not or is not
subject to a judgment, decree or final order enjoining future
violations, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration
As to 23,403,712 of these Shares: On December 15, 1999, the merger of HTVN
and Hispano Television Ventures, Inc. became effective. Mr. Ryffel was a
shareholder of Hispano Television Ventures, Inc. Woodcrest Capital, L.L.C. was
also a shareholder of Hispano Television Ventures, Inc. Mr. Ryffel was the
control person of Hispano Television Ventures, Inc. As a result of the merger,
Mr. Ryffel and Woodcrest Capital, L.L.C. exchanged their shares of Hispano
Television Ventures, Inc. for Shares of HTVN.
As to 19,000 of these Shares, Mr. Ryffel paid cash from his own personal
funds.
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CUSIP No. 43357C 10 2 Page 5 of 6
ITEM 4. Purpose of Transaction
Mr. Ryffel was a control person of Hispano Television Ventures, Inc. The
shareholders of HTVN and the shareholders of Hispano Television Ventures, Inc.
voted to merge. HTVN is the surviving entity. Mr. Ryffel acquired these
securities as a result of the merger and as result of open market purchases of
HTVN Shares. Mr. Ryffel is now a control person and director of HTVN. Mr.
Ryffel was elected as a Director by the shareholders of HTVN. Mr. Ryffel and
Woodcrest may acquire more Shares of HTVN by open market purchase or through
private transactions.
(a) Mr. Ryffel and Woodcrest may, from time to time, acquire additional
securities of HTVN for investment purposes. In connection with Mr.
Ryffel's position as Director of HTVN, Mr. Ryffel could receive
options to acquire Shares of common stock of HTVN under a compensation
plan, although no such plan presently exists.
(b) Mr. Ryffel and Woodcrest have no present plans or proposals for an
extraordinary corporate transaction involving HTVN.
(c) Mr. Ryffel and Woodcrest have no present plans or proposals involving
the sale or transfer of a material amount of assets of HTVN or any of
its subsidiaries.
(d) Mr. Ryffel and Woodcrest have no present plans or proposals involving
any change in the present board of directors or management of HTVN,
nor any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board.
(e) Mr. Ryffel and Woodcrest have no present plans or proposals for
material change in the present capitalization or dividend policy of
HTVN.
(f) Mr. Ryffel and Woodcrest have no present plans or proposals for
material change in HTVN's business or corporate structure.
(g) Mr. Ryffel and Woodcrest have no present plans or proposals for
changes in HTVN's charter or bylaws, or instruments corresponding
thereto or other actions that may impede the acquisition of control of
HTVN by any person.
(h) Mr. Ryffel and Woodcrest have no present plans or proposals for
causing a class of securities of HTVN to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association.
(i) Mr. Ryffel and Woodcrest have no present plans or proposals for a
class of securities of HTVN becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
(j) Mr. Ryffel and Woodcrest have no present plans or proposals for any
actions similar to those enumerated above.
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CUSIP No. 43357C 10 2 Page 6 of 6
ITEM 5. Interest in Securities of the Issuer
As to Mr. Ryffel:
(a) Mr. Ryffel is the beneficial owner of 23,422,712 Shares of HTVN, which
represents 29.9% of the class of securities.
(b) Mr. Ryffel has sole voting and dispositive power for all of the
23,422,712 Shares of HTVN.
(c) All of the transactions described herein occurred during the last 60
days. All of the Shares of which Mr. Ryffel acquired beneficial
ownership in connection with the merger were so acquired on December
15, 1999. The Shares which Mr. Ryffel acquired in open market
purchases were so acquired as follows:
On December 1, 1999, 4,000 Shares were purchased for $1.031 per Share.
On December 13, 1999, 2,000 Shares were purchased for $1.688per Share.
On December 14, 1999, 2,000 Shares were purchased for $1.781 per
Share.
On December 15, 1999, 10,500 Shares were purchased for $1.781 per
Share.
On December 15, 1999, 500 Shares were purchased for $1.75 per Share.
(d) The Shares reported in this Schedule 130-D include all of the
12,728,712 Shares owned by Woodcrest Capital, L.L.C. which is 75%
owned by Mr. Ryffel, who is the control person of Woodcrest Capital,
L.L.C.
Douglas K. Miller owns 25% of Woodcrest Capital, L.L.C. Mr. Miller has
the right to receive or direct the receipt of 25% of the dividends
from or proceeds of the sale of Shares owned by Woodcrest Capital,
L.L.C., which represents Mr. Miller's interest in 3,182,178 Shares
that are owned by Woodcrest Capital, L.L.C.
(e) Not applicable.
As to Woodcrest:
(a) Woodcrest is the beneficial owner of 12,728,712 Shares of HTVN, which
represents 16.3% of the class of securities.
(e) Woodcrest has sole voting and dispositive power for all of the
12,728,712 Shares of HTVN.
(f) All of the transactions described herein occurred during the last 60
days. All of the Shares of which Woodcrest acquired beneficial
ownership in connection with the merger were so acquired on December
15, 1999.
(g) The Shares reported in this Schedule 130-D include all of the
12,728,712 Shares owned by Woodcrest Capital, L.L.C. which is 75%
owned by Mr. James A. Ryffel, who is the control person of Woodcrest
Capital, L.L.C.
James A. Ryffel owns 75% of Woodcrest Capital, L.L.C. Mr. Ryffel has
the right to receive or direct the receipt of 75% of the dividends
from or proceeds of the sale of Shares owned by Woodcrest Capital,
L.L.C., which represents Mr. Ryffel's interest in 9,546,534 Shares
that are owned by Woodcrest Capital, L.L.C.
Douglas K. Miller owns 25% of Woodcrest Capital, L.L.C. Mr. Miller has
the right to receive or direct the receipt of 25% of the dividends
from or proceeds of the sale of Shares owned by Woodcrest Capital,
L.L.C., which represents Mr. Miller's interest in 3,182,178 Shares
that are owned by Woodcrest Capital, L.L.C.
(e) Not applicable.
ITEM 6. Contract, Agreements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Ryffel was elected as a Director by the shareholders of HTVN, and
in such a capacity Mr. Ryffel may vote to issue Share of HTVN for
business purposes.
The Shares reported in this Schedule 130-D include all of the
12,728,712 Shares owned by Woodcrest Capital, L.L.C. which is 75%
owned by Mr. James A. Ryffel, who is the control person of Woodcrest
Capital, L.L.C.
James A. Ryffel owns 75% of Woodcrest Capital, L.L.C. Mr. Ryffel has
the right to receive or direct the receipt of 75% of the dividends
from or proceeds of the sale of Shares owned by Woodcrest Capital,
L.L.C., which represents Mr. Ryffel's interest in 9,546,534 Shares
that are owned by Woodcrest Capital, L.L.C.
Douglas K. Miller owns 25% of Woodcrest Capital, L.L.C. Mr. Miller has
the right to receive or direct the receipt of 25% of the dividends
from or proceeds of the sale of Shares owned by Woodcrest Capital,
L.L.C., which represents Mr. Miller's interest in 3,182,178 Shares
that are owned by Woodcrest Capital, L.L.C.
ITEM 7. Material to be Filed as Exhibits
Merger Agreement.
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SIGNATURE
After reasonable 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.
January 4, 2000 (signed) /s/ James A. Ryffel
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Date James A. Ryffel
Woodcrest Capital, L.L.C.
January 4, 2000 (signed) /s/ James A. Ryffel
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Date James A. Ryffel, Member
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