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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ONE)*
HEFTELL BROADCASTING CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
422799 10 6
(CUSIP Number)
Frederick W. Gartside, Esq., c/o Jeffer, Mangels, Butler & Marmaro,
2121 Avenue of the Stars, 10th Floor, Los Angeles, California 90067
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 1, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91)
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SCHEDULE 13D
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CUSIP NO. 16444H102 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Parmer
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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*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
SHARES 581,070
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
581,070
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,070
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.55%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
(a) Class A Common Stock
(b) Heftel Broadcasting Corporation (the "Company"), 6767 West
Tropicana Avenue, Las Vegas, Nevada 89103
ITEM 2. IDENTITY AND BACKGROUND
(a) Carl Parmer
(b) 6767 West Tropicana Avenue
Las Vegas, Nevada 89103
(c) President, Co-Chief Executive Officer, and a director of the
Company, an operator of Spanish language radio stations and
networks, 6767 West Tropicana Avenue, Las Vegas, Nevada 89105
(d) Not Applicable
(e) Not Applicable
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 24, 1995 Carl Parmer acquired 160,000 shares of Class A
Common Stock of the Company by exercising a warrant (the "Warrant").
Pursuant to the terms of the notice of exercise, dated January 25,
1994 (the "Notice"), Mr. Parmer agreed to pay the exercise price in
full of $1,680,000 (the "Exercise Price") on or before June 30, 1995
(the "Due Date").
Mr. Parmer has granted to the Company a first priority security
interest in the shares acquired pursuant to the Warrant as security
for the performance of his obligations to pay the Exercise Price on
or before the Due Date. On the Due Date, the Exercise Price was paid
by delivery of a 10 year promissory note executed by Mr. Parmer and
which (1) bears interest at the interest rate which avoids imputed
interest for Federal income tax purposes, (2) is secured by
collateral mutually determined by the Company and Mr. Parmer and (3)
has such terms mutually determined by the Company and Mr. Parmer.
ITEM 4. PURPOSE OF THE TRANSACTION
Carl Parmer exercised the Warrant to increase domestic ownership of
the Company's capital stock.
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Carl Parmer's exercise of the Warrant is not to effect any other
purpose stated in the instructions to Item 4.
See also Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
(a) In the aggregate, Mr. Parmer beneficially owns 581,070 shares of
the Company, including 413,026 shares of Class B Common Stock
which are convertible to Class A Common Stock of the Company at
any time at the option of the holder and 8,044 shares underlying
a Class A Common Stock option which is currently exercisable at
$15.24 per share. Such 581,070 shares represents 8.55% of the
Class A Common Stock. The option covers a total of 48,264 shares
of Common Stock exercisable at $15.24.
(b) Carl Parmer has sole voting and investment power over all
581,070 shares.
(c) Not applicable except as discussed below.
(d) Not Applicable.
(e) Not Applicable.
Recent Developments
This amendment to this Schedule 13D relates to the offer ("Offer") by
Clear Channel Radio, Inc., a Nevada corporation ("Clear Channel") disclosed in a
Tender Offer Statement on Schedule 14D-1 filed on June 7, 1996 (the "Schedule
14D-1"), to acquire all of the outstanding shares of the Company's Class A and
Class B Common Stock (collectively, "Common Stock") and shares of Common
Stock subject to outstanding warrants or options through a Tender Offer
Agreement for a price of $23 per share (the "Offer Price"), and to purchase the
shares of Common Stock held by Mr. Parmer through a separate Stockholder
Purchase Agreement at $23 per share.
Pursuant to a Tender Offer Agreement, dated June 1, 1996, between the
Company and Clear Channel, as amended by Amendment No. 1 dated June 6, 1996,
(collectively, the "Offer Agreement"),
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each option to purchase Class A Common Stock of the Company listed on a schedule
attached to such Agreement outstanding immediately prior to the Closing Date
shall be accelerated to provide it is exercisable in full on the Closing Date,
including an option for 48,264 shares of Class A Common Stock exercisable at
$15.24 per share held by Mr. Parmer. Such options not exercised before the
Closing Date will be deemed exercised on the Closing Date and the shares of
Company common underlying such option will be deemed to have been tendered in
the Offer and accepted by Clear Channel. In settlement of such tenders so
accepted, on the Closing Date, Clear Channel shall pay to the Company the
exercise price for such options and shall pay to Mr. Parmer an amount equal to
the Offer Price less the exercise price for such options. The Offer Agreement
provides the Company and the Company Subsidiaries shall take such action as may
be permitted under the Company's Stock Option Plan and/or the terms of the
options to accelerate the vesting of the right to purchase all shares of Class A
Common Stock subject to options on the Closing Date and shall comply with all
requirements regarding income tax withholding in connection therewith.
The following is a summary of the material terms of the
Stockholder Purchase Agreement, dated June 1, 1996, (the "Stockholder Purchase
Agreement") among Clear Channel, Carl Parmer, Cecil Heftel and members of Cecil
Heftel's family who own shares of Class B Common Stock or Series A Preferred
Stock of the Company as it affects Mr. Parmer. This summary is not a complete
description of the terms and conditions thereof and is qualified in its entirety
by reference to the full text thereof, which is incorporated herein by reference
and a copy of which has been filed with the Commission as an Exhibit to Clear
Channel's Schedule 14D-1.
Purchase. Pursuant to the Stockholder Purchase Agreement, Mr.
Parmer agreed to sell his shares of the Common Stock set forth on an Exhibit to
the Stockholder Purchase Agreement (collectively, the "Shares") to Clear Channel
at the price of $23.00 per share.
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Representations and Warranties. In the Stockholder Purchase
Agreement, Mr. Parmer made representations and warranties that the Stockholder
Purchase Agreement is a valid and binding obligation of his, the execution and
delivery of the Stockholder Purchase Agreement and the consummation of the
transactions contemplated thereby do not violate any agreements, notes, leases,
permits, licenses, judgments, orders, decrees or laws, no consent of a
governmental authority is necessary for him to execute and deliver the
Stockholder Purchase Agreement and consummate the transactions contemplated
thereby, he has good title to the Shares and upon the sale thereof Clear Channel
will acquire good title free and clear of all encumbrances and he does not own
any Common Stock other than the Shares. In the Stockholder Purchase Agreement,
Clear Channel represents and warrants that it has the corporate power and
authority to execute the Stockholder Purchase Agreement, the Stockholder
Purchase Agreement is a valid and binding obligation of Clear Channel, Clear
Channel is acquiring the Shares for investment only and not with a view to any
public distribution thereof and Clear Channel will not offer to sell or
otherwise dispose of the Shares in violation of any registration requirements of
the Securities Act of 1933, as amended.
Covenants of Mr. Parmer. Mr. Parmer made the following covenants
in the Stockholder Purchase Agreement:
(a) He agreed in his capacity as a selling stockholder,
until the termination of the Stockholder Purchase Agreement, not to
(i) sell, transfer, pledge, assign or otherwise dispose
of, or tender or agree to tender into any tender offer with respect to, or enter
into any contract, option or other arrangement with respect to the sale,
transfer, pledge, assignment or other disposition of his Shares to any person
other than Clear Channel or Clear Channel's designee;
(ii) acquire any additional shares of Common Stock
without the prior consent of Clear Channel;
(iii) deposit any Shares into a voting trust or grant a
proxy or enter into a voting agreement with respect to any Shares;
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(iv) hold discussions with any person other than Clear
Channel and it's affiliates with respect to any offer or potential offer for the
Shares other than the Offer; or
(v) solicit, encourage or take any other action to
facilitate (including by way of furnishing information) any inquires or
proposals for any merger or consolidation involving the Company, the acquisition
of any shares of the Common Stock or the acquisition of all or substantially
all the assets of the Company by any person other than Clear Channel or its
sole stockholder.
(b) To notify Clear Channel promptly and to provide all details
requested by Clear Channel if he shall be approached or solicited, directly or
indirectly, by any person with respect to any matter described in
clauses (a)(iv) or (a)(v) above.
(c) Unless the Stockholder Purchase Agreement has been
terminated or Clear Channel has purchased all the Shares, at any annual or
special meeting of the stockholders of the Company and in any action by written
consent of the stockholders of the Company, he will vote his Shares against
any action or agreement which would result in a breach of any representation,
warranty or covenant of the Company in the Tender Offer Agreement or which
would otherwise, in the sole judgment of Clear Channel, impede, interfere
with or attempt to discourage the Offer.
Conditions to Obligations of Mr. Parmer. The obligations of Mr.
Parmer to consummate the transactions contemplated by the Stockholder Purchase
Agreement are subject to the fulfillment on or prior to the date of the closing
of the transactions contemplated by the Stockholder Purchase Agreement (the
"Closing Date") of each of the following conditions:
(a) the amounts set forth in Paragraph 1 of the Agreement
Not to Compete entered into between the Company and Mr. Parmer, dated June 1,
1996, shall have been paid.
(b) the amounts set forth in Paragraph 1 of the Settlement
Agreement between the Company and Mr. Parmer, dated June 1, 1996, shall have
been paid.
Conditions to Obligations of Clear Channel. The obligations
of Clear Channel to consummate the transactions contemplated by the Stockholder
Purchase Agreement shall be subject to the fulfillment on or prior to the
Closing Date of each of the following conditions:
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(a) The applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or
terminated.
(b) The consent of the Federal Communications Commission
("FCC") shall have become a final order; provided, however, if the primary
lenders for Clear Channel do not require that the FCC consent becomes a final
order in order to consummate the closing of the transactions contemplated by the
Stockholder Purchase Agreement (the "Closing"), then Clear Channel's condition
shall be that the FCC shall have granted the FCC consent and shall have given
public notice of the grant of the FCC consent. Notwithstanding the foregoing, in
the event at the Closing the application for renewal of the license for WAMR-FM,
Miami, Florida remains pending or has not become a final order, the parties
agreed the Closing shall occur.
(c) No temporary restraining order, preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a government, regulatory or administrative agency or
commission shall be in effect which restrains or prohibits the transactions
contemplated by the Stockholder Purchase Agreement.
(d) All representations and warranties of Mr. Parmer
contained in the Stockholder Purchase Agreement shall be true and correct in all
material respects at and as of the Closing Date, except those representations
and warranties which address matters only as of a particular date shall remain
true and correct in all material respects as of such date. Mr. Parmer shall have
performed in all material respects all agreements and covenants required by the
Stockholder Purchase Agreement to be performed by him prior to or at the Closing
Date.
Termination. The Stockholder Purchase Agreement may be
terminated, by written notice promptly given to the other parties hereto, at any
time prior to the Closing Date:
(a) by mutual written consent of all of the parties thereto;
(b) by Mr. Parmer as to his individual obligations if the
Company is able to terminate the Tender Offer Agreement pursuant to any of
subparagraphs 8.1(b), (c), (d), (f), or (g) of the Tender Offer Agreement; and
(c) by Clear Channel if Clear Channel has terminated the
Tender Offer Agreement pursuant to any of subparagraphs 8.1(b), (c), (d), (e),
or (g) of the Tender Offer Agreement.
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Agreement Not To Compete and Settlement Agreement. On
December 1, 1993, the Company entered into ten- year Employment Agreements with
Mr. Parmer under which he is entitled to receive a base annual salary of
$500,000 and bonuses based on the performance of the Company. Under such
Employment Agreement, if the Company terminates the employment of Mr. Parmer
without cause, he will be entitled to receive a lump sum payment equal to the
present value of all amounts remaining to be paid by the Company to him under
his Employment Agreement. For purposes of calculating future bonuses, the
Company will be deemed to have achieved the performance level necessary to pay
the maximum bonus.
Clear Channel has informed Mr. Parmer that it intends to
cause the Company to terminate his employment, without cause, immediately
following the purchase of Shares pursuant to the Stockholder Purchaser
Agreement.
Concurrently with the execution of the Stockholder Purchase
Agreement, Mr. Parmer entered into an Agreement Not To Compete (the "Agreement
Not To Compete") and a Settlement Agreement (the "Settlement Agreement") with
the Company, dated June 1, 1996. The total amount to be paid to Mr. Parmer under
his Settlement Agreement and Agreement Not To Compete does not exceed the
present value of all amounts remaining to be paid by the Company under his
Employment Agreement.
The Agreement Not To Compete provides he agrees that for
a period of five years commencing on the Closing Date, without the prior
written consent of the Company, he will not, directly or indirectly, own (except
that he may own securities which constitute not more than five percent (5%) of a
publicly traded company's issued and outstanding capital stock), work for, act
as consultant or advisor to, manage, operate, or control or participate in the
ownership, management, operation or control of, any radio station in the markets
set forth in the Agreement Not To Compete which broadcasts predominantly in
Spanish. In consideration of this Agreement Not To Compete, on the Closing Date,
the Company agreed to pay $4.5 million to Mr. Parmer. Clear Channel guaranteed
the obligations of the Company under the Agreement Not To Compete.
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Pursuant to the Settlement Agreement, the employment by the Company of Mr.
Parmer will terminate immediately following the purchase of Shares and the
Company will pay to Mr. Parmer $6,941,960 in exchange for releases by Mr. Parmer
from any claims resulting from termination of his Employment Agreement with the
Company. Clear Channel guaranteed the obligations of the Company under the
Settlement Agreement.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUE.
None. See Items 3 and 5.
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS
(a) Exercise Notice dated January 24, 1995.*
(b)(1) Tender Offer Agreement, dated June 1, 1996, between the
Company and Clear Channel, incorporated herein by reference
to Exhibit 99(c)(1) to Clear Channel's Schedule 14D-1, filed
on June 7, 1996.
(b)(2) Amendment No. 1 to Tender Offer Agreement, dated June 6,
1996, incorporated herein by reference to Exhibit 99(c)(9)
to Clear Channel's Schedule 14D-1, filed on June 7, 1996.
(c) Stockholder Purchase Agreement, dated June 1, 1996, between
Clear Channel and certain stockholders of the Company,
including Carl Parmer, incorporated herein by reference to
Exhibit 99(c)(2) to Clear Channel's Schedule 14D-1, filed on
June 7, 1996.
(d) Agreement Not To Compete, dated June 1, 1996, between the
Company and Carl Parmer, incorporated herein by reference to
Exhibit
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* Previously filed
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99(c)(4) to Clear Channel's Schedule 14D-1, filed on June 7,
1996.
(e) Settlement Agreement, dated June 1, 1996, between the Company
and Carl Parmer, incorporated herein by reference to Exhibit
99(c)(6) to Clear Channel's Schedule 14D-1, filed on June 7,
1996.
(f) Letter Agreement of Carl Parmer, dated June 6, 1996,
incorporated herein by reference to Exhibit 99(c)(10)
to Clear Channel's Schedule 14D-1, filed on June 7, 1996.
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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.
June 19, 1996
/s/ Carl Parmer
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Carl Parmer
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