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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
REGISTRATION NO. 333-
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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.)
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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)
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COPIES TO:
<TABLE>
<S> <C>
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
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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
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<CAPTION>
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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)
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<S> <C> <C> <C> <C>
Class A Common Stock. . . . . . 805,000 $39.125 $31,495,625 $9,544
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(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.
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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.
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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
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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
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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:
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/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
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JOHN H. WILLIAMS
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II-2
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
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.
</TABLE>
<PAGE> 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.
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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
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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
<PAGE> 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
<PAGE> 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
