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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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
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JULY 25, 1996
(Date of Event Which Require Filing Amendment to Statement of Schedule 13D)
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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
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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
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Name: Mark P. Mays
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Title: Senior Vice President/Operations
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CLEAR CHANNEL RADIO, INC.
By: /s/ Mark P. Mays
------------------------------------
Name: Mark P. Mays
----------------------------------
Title: Senior Vice President/Operations
---------------------------------
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EXHIBIT INDEX
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Exhibit No. Description Seq.
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99(a)(12) Text of Press Release dated July 25, 1996
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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.
