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Filed pursuant to Rule 424(b)(3)
Registration Number 333-19713
HEFTEL BROADCASTING CORPORATION
AND
TICHENOR MEDIA SYSTEM, INC.
JOINT PROXY STATEMENT SUPPLEMENT
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HEFTEL BROADCASTING CORPORATION
PROSPECTUS SUPPLEMENT
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The following information supplements and should be read in conjunction
with the Joint Proxy Statement/Prospectus (the "Joint Proxy Statement/
Prospectus") dated January 15, 1997 of Heftel Broadcasting Corporation
("Heftel") and Tichenor Media System, Inc. ("Tichenor") that was previously
furnished to Heftel stockholders of record as of January 6, 1997 and Tichenor
shareholders of record as of January 14, 1997 with respect to Special Meetings
of Heftel and Tichenor to be held on February 14, 1997. Capitalized terms
defined in the Joint Proxy Statement/Prospectus are used in this Supplement as
defined in the Joint Proxy Statement/Prospectus.
HEFTEL OFFERING
The registration statement for the Offering was declared effective by
the Securities and Exchange Commission on February 4, 1997, and the Offering is
scheduled to close on February 10, 1997. The size of the Offering was increased
from 3,850,000 shares (plus an additional 525,000 shares subject to an
underwriters' overallotment option) of Heftel Class A Common Stock, of which
3,500,000 shares were being offered by Heftel and 350,000 shares were being
offered by Clear Channel, to 4,550,000 shares (plus an additional 630,000
shares subject to an underwriters' overallotment option granted by Heftel), of
which 4,200,000 shares are being offered and sold by Heftel and 350,000 shares
are being offered and sold by Clear Channel. The price at which the shares are
to be offered to the public is $38.50 per share. The net proceeds to Heftel
from the Offering are estimated to be $154.1 million and will be used by Heftel
to pay down bank debt and, following the Merger, long-term debt of Tichenor,
including $40.0 million borrowed by a Tichenor subsidiary from Clear Channel.
After giving effect to the Offering and the Merger, there will be
21,437,609 shares of Heftel Common Stock outstanding. Immediately after the
Merger, the former stock and warrant holders of Tichenor will own approximately
5,559,464 shares of Heftel Class A Common Stock, representing approximately 39%
of the then outstanding Heftel Class A Common Stock and 26% of the then total
outstanding Heftel Common Stock; Clear Channel and its affiliates will own
approximately 7,078,235 outstanding shares of Heftel New Class B Common Stock,
representing approximately 33% of the total outstanding Common Stock of Heftel
at such time; and the other stockholders of Heftel will own the remaining
8,799,910 outstanding shares of Heftel Class A Common Stock. After giving
effect to the Offering and the Merger, the Tichenor Family will own
approximately 4,556,486 shares of Class A Common Stock, representing
approximately 32% of the then outstanding Heftel Class A Common Stock.
SATISFACTION OF FCC APPROVAL CONDITION
Following completion of the Offering and the Merger, Clear Channel will
own approximately 33% of the outstanding Heftel Common Stock (approximately 32%
if the underwriters' over-allotment option is exercised in full) and will
therefore be in compliance with the FCC Approval Condition.
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KSCA OPTION
On January 28, 1997, the Antitrust Division and the FTC granted early
termination of the applicable waiting period under the HSR Act with respect to
the Option Agreement, the purchase of the KSCA Assets under the Purchase
Agreement and the KSCA Time Brokerage Agreement. Pursuant to the terms of the
Option Agreement, Heftel paid Golden West $10.0 million on February 4, 1997 to
continue the Option Agreement.
HEFTEL FIRST QUARTER OPERATING RESULTS
For the first quarter ended December 31, 1996, Heftel's net revenues
increased by 5% to $18.3 million, compared to $17.5 million for the quarter
ended December 31, 1995. Broadcast cash flow during the quarter ended December
31, 1996 increased by 26% to $7.1 million compared to $5.6 million for the
quarter ended December 31, 1995. Net income increased 140% to $2.1 million for
the quarter ended December 31, 1996, or $0.18 per share of Heftel Common Stock,
compared to net income of $858,000, or $0.08 per share of Heftel Common Stock,
for the quarter ended December 31, 1995.
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This Supplement is being mailed to stockholders of Heftel and Tichenor
on or about February 5, 1997.
The date of this Supplement is February 5, 1997.
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