<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Heftel Broadcasting Corporation
--------------------------------
(Name of Issuer)
Class A Common Stock, par value $.001 per share
-----------------------------------------------
(Title of Class of Securities)
42279916
--------------
(CUSIP Number)
McHenry T. Tichenor, Jr.
100 Crescent Court, Suite 1777
Dallas, Texas 75201
--------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 1997
-----------------
(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. / /
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).
(Continued on following pages(s))
Page 1 of 16 Pages
Exhibit Index located on page 16.
<PAGE>
CUSIP No. 42279916 13D Page 2 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
McHenry T. Tichenor, Sr.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
112,324
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,303,892
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.7
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 3 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
McHenry T. Tichenor, Jr.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 41,190
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
959,399
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,345,082
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
29.0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 4 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
McHenry T. Tichenor, Jr., as Custodian for David T. Tichenor
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
404,510
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,303,892
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.7
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 5 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
McHenry T. Tichenor, Jr., as Trustee pursuant to a Voting Trust Agreement
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 639
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
639
--------------------------------------------------
(10) Shared Dispositive
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
639
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.004
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 6 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Warren W. Tichenor
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
1,090,157
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,303,892
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.7
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 7 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
William E. Tichenor
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
864,636
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,303,892
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.7
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 42279916 13D Page 8 of 16 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Jean T. Russell
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00 (See Item 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,303,892
--------------------------------------------------
(9) Sole Dispositive Power
914,056
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,303,892
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.7
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the Class
A Common Stock, par value $.001 per share ("Heftel Class A Common Stock"), of
Heftel Broadcasting Corporation, a Delaware corporation (the "Company"). The
address of the principal executive offices of the Company is 100 Crescent Court,
Suite 1777, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This statement is being filed by McHenry T. Tichenor, Sr.;
McHenry T. Tichenor, Jr., individually, as custodian for David T. Tichenor, and
as trustee pursuant to a Voting Trust Agreement ("Tichenor"); Warren W.
Tichenor; William E. Tichenor; and Jean T. Russell (the "Filing Parties"). The
Filing Parties are each members of the Tichenor family and were the principal
shareholders in Tichenor Media System, Inc., a Texas corporation ("TMS"), prior
to the acquisition of TMS by the Company on February 14, 1997. The Company is a
Spanish language radio broadcasting company. The name; residence or business
address; present principal occupation or employment; and the name, principal
business and address of each corporation or other organization in which such
employment is conducted of each Filing Party are set forth on SCHEDULE 1 hereto,
which Schedule is incorporated herein by reference.
(d)-(f). During the last five years, none of the Filing Parties has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Each of the Filing Parties is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Filing Parties acquired the 4,303,892 shares of Heftel Class A Common
Stock beneficially held by the Filing Parties subject to the Voting Agreement
(hereinafter defined) and Tichenor acquired the 41,190 shares he beneficially
holds that are not subject to the Voting Agreement and the 639 shares he
beneficially holds as trustee pursuant to a Voting Trust Agreement (the
"Shares") pursuant to the terms of the Amended and Restated Agreement and Plan
of Merger (the "Merger Agreement") between Clear Channel Communications, Inc.
("Clear Channel") (whose interest in the Merger Agreement was subsequently
assigned to the Company) and TMS dated October 10, 1996. Pursuant to the Merger
Agreement, a wholly-owned subsidiary of the Company merged with and into TMS
(the "Merger"). TMS, the surviving corporation, became a wholly-owned
subsidiary of the Company. At the effective time of the Merger, the shares of
common stock and junior preferred stock of TMS held by the Filing Parties were
converted into the Shares based on a conversion rate of 7.8261 shares of Heftel
Class A Common Stock for each share of TMS common stock and 4.3478 shares of
Heftel Class A Common Stock for each share of TMS junior preferred stock.
Page 9 of 16
<PAGE>
A copy of the Amended and Restated Agreement and Plan of Merger and the
Assignment Agreement are set forth as EXHIBIT 10.1 and EXHIBIT 10.2,
respectively, hereto and are incorporated herein by reference in their entirety.
ITEM 4. PURPOSE OF TRANSACTION.
Each Filing Party acquired the Shares owned of record by such Filing Party
pursuant to the terms of the Merger Agreement and is holding them for investment
purposes.
CHANGE IN THE BOARD OF DIRECTORS. Pursuant to the terms of the Merger
Agreement at the effective time of the Merger, the members of the existing board
of directors of the Company resigned and five designees of TMS were appointed to
fill the vacancies created by such resignations. The five TMS designees
appointed to serve as directors of the Company are: McHenry T. Tichenor, Sr.,
McHenry T. Tichenor, Jr., Robert W. Hughes, James M. Raines and Ernesto Cruz.
REGISTRATION RIGHTS AGREEMENT. At the Closing of the Merger, the Company
and the Filing Parties and certain other TMS shareholders (collectively, the
"TMS Shareholders") entered into the Tichenor Registration Rights Agreement
pursuant to which the Company granted to the TMS Shareholders the following
demand registration rights: (i) at any time during the three year period
following the date on which Clear Channel, the holder of shares of Heftel New
Class B Common Stock, par value $.001 per share ("Heftel New Class B Common
Stock"), representing approximately 32% of the total outstanding shares of
Heftel Class A Common Stock and Heftel New Class B Common Stock, beneficially
owns a greater number of shares of Heftel Class A Common Stock than the number
of shares owned by the TMS Shareholders (the "Conversion Date"), up to two
demand registrations, and (ii) prior to the Conversion Date, during any period
(a) in which less than 2.0 million shares of Heftel Class A Common Stock are
held by public stockholders, one demand registration or (b) after the first
anniversary of the effective time of the Merger, until the earlier of (1) such
time as the Company consummates a "qualified public offering" as defined in the
Tichenor Registration Rights Agreement or (2) the exercise of the demand
registration right under clause (a), one demand registration. Any demand
registration must be made by the holders of at least 25% of the registrable
securities held by the TMS Shareholders and the size of proposed registered
offering must be at least $20.0 million. The Company also granted the TMS
Shareholders certain piggyback registration rights. Pursuant to the Tichenor
Registration Rights Agreement, the TMS Shareholders agreed to not make a public
sale or other distribution of Heftel Class A Common Stock during the 14 days
prior to and the 180 days following any firm commitment underwritten public
offering by the Company.
A copy of the Tichenor Registration Rights Agreement is set forth as
EXHIBIT 10.3 hereto and is incorporated herein by reference in its entirety.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a)(b) On the basis of information contained in the Prospectus dated
February 5, 1997 included in the Company's Registration Statement on Form S-3
(SEC File No. 333-14207), the Company has 14,989,374 issued and outstanding
shares of Heftel Class A Common Stock. On the
Page 10 of 16
<PAGE>
basis of such disclosure, the shares of Heftel Class A Common Stock
beneficially owned by the Filing Parties subject to the Voting Agreement
comprise 28.7% of the issued and outstanding shares of Heftel Class A Common
Stock. The shares of Heftel Class A Common Stock held by Tichenor outside of
the Voting Agreement comprise less than one percent of the issued and
outstanding shares of Heftel Class A Common Stock.
Each Filing Party beneficially owns the aggregate number and percentage of
Heftel Class A Common Stock and has sole voting power, shared voting power, sole
dispositive power, and shared dispositive power over the number of shares of
Heftel Class A Common Stock beneficially owned by such person as set forth
below.
<TABLE>
SHARES BENEFICIALLY
OWNED
----------------------
SOLE SHARED SOLE SHARED
AGGREGATE VOTING VOTING DISPOSITIVE DISPOSITIVE
NAME NUMBER PERCENTAGE POWER POWER POWER POWER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
McHenry T. Tichenor, Sr. 4,303,892 28.7 0 4,303,892 112,324 0
- -------------------------------------------------------------------------------------------------------------------
McHenry T. Tichenor, Jr. 4,345,082 29.0 41,190 4,303,892 959,399 0
- -------------------------------------------------------------------------------------------------------------------
McHenry T. Tichenor, Jr., as
Custodian for David T. Tichenor 4,303,892 28.7 0 4,303,892 404,510 0
- -------------------------------------------------------------------------------------------------------------------
McHenry T. Tichenor, Jr., as
Trustee pursuant to a Voting
Trust Agreement 639 0.004 639 0 639 0
- -------------------------------------------------------------------------------------------------------------------
Warren W. Tichenor 4,303,892 28.7 0 4,303,892 1,090,157 0
- -------------------------------------------------------------------------------------------------------------------
William E. Tichenor 4,303,892 28.7 0 4,303,892 864,636 0
- -------------------------------------------------------------------------------------------------------------------
Jean T. Russell 4,303,892 28.7 0 4,303,892 914,056 0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(c) Except as set forth herein, neither Tichenor nor any person named in
response to Item 2 (including those persons named in SCHEDULE 1 attached hereto)
has engaged in any transaction with respect to the Heftel Class A Common Stock
during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
VOTING AGREEMENT
The Filing Parties have entered into a Voting Agreement dated June 1, 1996
(the "Voting Agreement") pursuant to which approximately 4,303,892 shares of
Heftel Class A Common Stock held by the Filing Parties shall be voted in
accordance with the instructions of the holders of a majority of such shares.
Each Filing Party, other than McHenry T. Tichenor, Jr., has granted a
conditional irrevocable proxy in favor of McHenry T. Tichenor, Jr. or his
designee, with full power of substitution and resubstitution, to vote all shares
owned by that Filing Party subject to the provisions of the Voting Agreement if
that Filing Party fails to comply with the provisions of the Voting Agreement.
Page 11 of 16
<PAGE>
A copy of the Voting Agreement is set forth as EXHIBIT 99.2 hereto and is
incorporated herein by reference in its entirety.
STOCKHOLDERS AGREEMENT
At the Closing of the Merger, Clear Channel, the TMS Shareholders,
including the Filing Parties, and the Company entered into a Stockholders
Agreement dated February 14, 1997 (the "Stockholders Agreement") whereby such
stockholders agreed to certain restrictions on the transfer of their respective
Heftel Class A Common Stock or Heftel New Class B Common Stock, as the case may
be (collectively, "Heftel Common Stock"). Each of the stockholders who is a
party to the Stockholders Agreement, other than McHenry T. Tichenor, Jr., agreed
not to transfer its shares of Heftel Common Stock for a period of 180 days
following the effective time of the Merger, subject to certain exceptions.
McHenry T. Tichenor, Jr. agreed not to transfer any of his shares of Heftel
Common Stock for a period of two years following the effective time of the
Merger, subject to certain exceptions. In addition, certain of the stockholders
who are subject to the Stockholders Agreement granted certain "tag-along" rights
and rights of first refusal with respect to the sale of any shares of Heftel
Common Stock owned by them. The Stockholders Agreement will terminate upon the
written consent of (i) the stockholders who are subject to the Stockholders
Agreement who hold at least 75% of all of the Heftel Common Stock under the
Stockholders Agreement other than Clear Channel (if Clear Channel and its
affiliates then hold 25% or more of the outstanding Heftel Common Stock) and
(ii) Clear Channel (if Clear Channel and its affiliates own 25% or more of the
outstanding Heftel Common Stock).
A copy of the Stockholders Agreement is set forth as EXHIBIT 10.4 hereto
and is incorporated herein by reference in its entirety.
TICHENOR REGISTRATION RIGHTS AGREEMENT. See the description set forth in
Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 Amended and Restated Agreement and Plan of Merger between
Tichenor Media System, Inc. and Clear Channel
Communications, Inc., dated October 10, 1996 (incorporated
herein by reference to Exhibit 2.5.7 to the Company's Form
10-K filed on December 23, 1996)
Exhibit 10.2 Assignment Agreement by the Company and Heftel Merger Sub,
Inc., dated October 10, 1996 (incorporated by reference to
Exhibit 2.5.8 to the Company's Form 10-K filed on December
23, 1996)
Exhibit 10.3 Registration Rights Agreement among the Company, McHenry T.
Tichenor, Sr., McHenry T. Tichenor, Jr., McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Warren W.
Tichenor, William E. Tichenor, Jean T. Russell, Ricardo A.
del Castillo, Jeffrey T. Hinson, David Lykes, Alta
Subordinated Debt Partners III, L.P., Prime II Management,
L.P., and PrimeComm, L.P., dated February 14, 1997
(incorporated by reference to
Page 12 of 16
<PAGE>
Exhibit 2.5.11 to the Company's Registration Statement on
Form S-4 (Reg. No. 333-19713))
Exhibit 10.4 Stockholders Agreement among the Company, Clear Channel
Communications, Inc., Clear Channel Radio, Inc., McHenry T.
Tichenor, Sr., McHenry T. Tichenor, Jr., McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Warren W.
Tichenor, William E. Tichenor, Jean T. Russell, Ricardo A.
del Castillo, Jeffrey T. Hinson, David Lykes, Alta
Subordinated Debt Partners III, L.P., Prime II Management,
L.P., and PrimeComm, L.P., dated February 14, 1997 (filed
herewith)
Exhibit 24.1 Power of Attorney of Warren W. Tichenor
Exhibit 24.2 Power of Attorney of William E. Tichenor
Exhibit 24.3 Power of Attorney of Jean T. Russell
Exhibit 99.1 Agreement Among Filing Parties among McHenry T. Tichenor,
Sr., McHenry T. Tichenor, Jr., McHenry T. Tichenor, Jr., as
Custodian for David T. Tichenor, Warren W. Tichenor, William
E. Tichenor, and Jean T. Russell, dated February 21, 1997
(filed herewith)
Exhibit 99.2 Voting Agreement among Tichenor Media Systems, Inc., McHenry
T. Tichenor, Sr., McHenry T. Tichenor Jr., McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Warren W.
Tichenor, William E. Tichenor, and Jean T. Russell, dated
July 1, 1996 (incorporated by reference to Exhibit 2.5.10 to
the Company's Registration Statement on Form S-4 (Reg. No.
333-19713))
Page 13 of 16
<PAGE>
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.
Date: February 24, 1997
/s/ McHenry T. Tichenor, Sr.
------------------------------------------------
McHenry T. Tichenor, Sr.
/s/ McHenry T. Tichenor, Jr.
------------------------------------------------
McHenry T. Tichenor, Jr.
/s/ McHenry T. Tichenor, Jr.
------------------------------------------------
McHenry T. Tichenor, Jr.,
as Custodian for David T. Tichenor
/s/ McHenry T. Tichenor, Jr.
------------------------------------------------
McHenry T. Tichenor, Jr.,
as Trustee pursuant to a Voting Trust Agreement
/s/ Warren W. Tichenor*
------------------------------------------------
Warren W. Tichenor
/s/ William E. Tichenor*
------------------------------------------------
William E. Tichenor
/s/ Jean T. Russell*
------------------------------------------------
Jean T. Russell
*By: /s/ McHenry T. Tichenor, Jr.
------------------------------------------------
McHenry T. Tichenor, Jr.
Attorney-in-Fact
Page 14 of 16
<PAGE>
SCHEDULE 1
CERTAIN INFORMATION REGARDING FILING PARTIES
<TABLE>
NAME ADDRESS PRESENT PRINCIPAL OCCUPATION
---- ------- ----------------------------
<S> <C> <C>
1. McHenry T. Tichenor, Sr. Heftel Broadcasting Director of Heftel
Corporation Broadcasting Corporation
100 Crescent Court, Suite 1777
Dallas, Texas 75201
2. McHenry T. Tichenor, Jr. Heftel Broadcasting President and Chief Executive
Corporation Officer of Heftel Broadcasting
100 Crescent Court, Suite 1777 Corporation
Dallas, Texas 75201
3. Warren W. Tichenor 37 Eton Green Circle President of W. W. Tichenor &
San Antonio, Texas 78257 Co.
4. William E. Tichenor 2933 Westminster Avenue Manages personal investments
Dallas, Texas 75205
5. Jean T. Russell 207 Primera Manages personal investments
San Antonio, Texas 78212
</TABLE>
Page 15 of 16
<PAGE>
EXHIBIT INDEX
Page
No.
----
Exhibit 10.1 Amended and Restated Agreement and Plan of Merger between
Tichenor Media System, Inc. and Clear Channel
Communications, Inc., dated October 10, 1996
(incorporated herein by reference to Exhibit 2.5.7 to the
Company's Form 10-K filed on December 23, 1996)
Exhibit 10.2 Assignment Agreement by the Company and Heftel Merger
Sub, Inc., dated October 10, 1996 (incorporated by
reference to Exhibit 2.5.8 to the Company's Form 10-K
filed on December 23, 1996)
Exhibit 10.3 Registration Rights Agreement among the Company, McHenry
T. Tichenor, Sr., McHenry T. Tichenor, Jr., McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Warren
W. Tichenor, William E. Tichenor, Jean T. Russell,
Ricardo A. del Castillo, Jeffrey T. Hinson, David Lykes,
Alta Subordinated Debt Partners III, L.P., Prime II
Management, L.P., and PrimeComm, L.P., dated February 14,
1997 (incorporated by reference to Exhibit 2.5.11 to the
Company's Registration Statement on Form S-4 (Reg. No.
333-19713))
Exhibit 10.4 Stockholders Agreement among the Company, Clear Channel
Communications, Inc., Clear Channel Radio, Inc., McHenry
T. Tichenor, Sr., McHenry T. Tichenor, Jr., McHenry T.
Tichenor, Jr., as Custodian for David T. Tichenor, Warren
W. Tichenor, William E. Tichenor, Jean T. Russell,
Ricardo A. del Castillo, Jeffrey T. Hinson, David Lykes,
Alta Subordinated Debt Partners III, L.P., Prime II
Management, L.P., and PrimeComm, L.P., dated February 14,
1997 (filed herewith)
Exhibit 24.1 Power of Attorney of Warren W. Tichenor
Exhibit 24.2 Power of Attorney of William E. Tichenor
Exhibit 24.3 Power of Attorney of Jean T. Russell
Exhibit 99.1 Agreement Among Filing Parties among McHenry T. Tichenor,
Sr., McHenry T. Tichenor, Jr., McHenry T. Tichenor, Jr.,
as Custodian for David T. Tichenor, Warren W. Tichenor,
William E. Tichenor, and Jean T. Russell, dated
February 21, 1997 (filed herewith)
Exhibit 99.2 Voting Agreement among Tichenor Media Systems, Inc.,
McHenry T. Tichenor, Sr., McHenry T. Tichenor Jr.,
McHenry T. Tichenor, Jr., as Custodian for David T.
Tichenor, Warren W. Tichenor, William E. Tichenor, and
Jean T. Russell, dated July 1, 1996 (incorporated by
reference to Exhibit 2.5.10 to the Company's Registration
Statement on Form S-4 (Reg. No. 333-19713))
Page 16 of 16
<PAGE>
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT") is entered into and
effective as of February 14, 1997 by and among Heftel Broadcasting
Corporation, a Delaware corporation (the "COMPANY"), and each of the
stockholders listed on the signature pages hereto, and each other holder of
record of Common Stock (as defined below), who may hereafter execute a
separate agreement to be bound by the terms hereof. The stockholders listed
on the signature pages hereto, other than Prime II Management, L.P.,
PrimeComm, L.P. and Alta Subordinated Debt Partners III, L.P. (each of which
are parties to this Agreement for the limited purposes of agreeing to the
restrictions on transfer set forth in Section 2.2), and each other Person (as
defined below) that may become a party hereto as contemplated hereby, being
hereinafter referred to individually as a "STOCKHOLDER" and collectively as
the "STOCKHOLDERS."
RECITALS:
A. Clear Channel Communications, Inc., a Texas corporation ("CCC"),
and Tichenor Media System, Inc., a Texas corporation ("TMS"), have entered
into that certain Agreement and Plan of Merger (the "MERGER AGREEMENT") dated
as of July 9, 1996, as amended, which has been assigned to the Company and
pursuant to which a subsidiary of the Company merged with and into TMS (the
"MERGER").
B. In the Merger all of the outstanding capital stock of TMS, other
than the Senior Preferred (as defined in the Merger Agreement) and other than
capital stock of TMS held by CCC, was converted into shares of Class A Common
Stock, par value $.001 per share (the "CLASS A COMMON STOCK"), of the
Company.
C. In the Merger all of the shares of capital stock of TMS and all of
the shares of Class A Common Stock held by CCC and Clear Channel Radio, Inc.,
a Nevada corporation ("CCR") were converted into shares of Class B Common
Stock, par value $.001 (the "CLASS B COMMON STOCK") of the Company.
D. The Company and the Stockholders desire to restrict the sale,
assignment, transfer, encumbrance or other disposition of the Common Stock of
the Company which may be now owned or hereafter acquired by the Stockholders,
and to provide for certain rights and obligations in respect thereof and
certain other matters as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS;
REPRESENTATIONS AND WARRANTIES
1.1 CERTAIN TERMS. In addition to the terms defined elsewhere herein,
when used herein the following terms shall have the meanings indicated:
<PAGE>
"ACCREDITED INVESTOR" shall have the meaning set forth for such term
in Regulation D.
An "AFFILIATE" means, with respect to any Person, any other Person
controlling, controlled by or under common control with the first Person.
For purposes of this definition and this Agreement, the term "control" (and
correlative terms) means the power, whether by contract, equity ownership
or otherwise, to direct the policies or management of a Person.
With respect to any stock,"BENEFICIAL" ownership or "BENEFICIALLY"
owned shall have the same meaning as in Rule 13d-3 under the Exchange Act,
or any successor provision.
"BOARD" means the board of directors of the Company.
"CLEAR CHANNEL REGISTRATION RIGHTS AGREEMENT" means that certain
Registration Rights Agreement of even date herewith by and among the
Company and the Clear Channel Stockholders, as amended from time to time.
"CLEAR CHANNEL STOCKHOLDERS" means CCC and CCR and the transferees of
such Stockholders (other than a Tichenor Stockholder) authorized under this
Agreement, excluding, however, a transferee in an Exempt Transfer or a
Third-Party Sale.
"COMMON STOCK" means, collectively, the Class A Common Stock, the
Class B Common Stock and any securities that the Class A Common Stock or
the Class B Common Stock may be converted into or exchanged for, including
pursuant to any Permitted Transfer in connection with a merger,
consolidation, share exchange or other similar transaction.
"COMMON STOCK EQUIVALENTS" means (without duplication with any other
Class A Common Stock, Class B Common Stock or Common Stock Equivalents)
rights, warrants, options, convertible securities, or exchangeable
securities or indebtedness, or other rights, exercisable for or convertible
or exchangeable into, directly or indirectly, Class A Common Stock or
securities convertible or exchangeable into Class A Common Stock, whether
at the time of issuance or upon the passage of tine or the occurrence of
some future event.
"CONVERSION DATE" means the date on which the Clear Channel
Stockholders collectively beneficially own a greater number of shares of
Class A Common Stock than the number of shares of Class A Common Stock
collectively beneficially owned by the Tichenor Stockholders.
"COVERED SHARES" means shares of Class A Common Stock and Class B
Common Stock held by Stockholders that are subject to the provisions of
Article II as provided in Section 4.4.
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<PAGE>
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, and any successor statute.
"EXEMPT TRANSFER" means (a) one or more Transfers by a Stockholder,
whether or not related, within a 12-month period which in the aggregate do
not exceed five percent of the number of shares of Common Stock owned by
such Stockholder on the date hereof (as set forth on the signature pages
hereto, and as adjusted for any splits, stock dividends payable in Common
Stock or securities exercisable or exchangeable for Common Stock, or
reverse stock splits), (b) sales of Common Stock by a Stockholder in an
offering registered under the Securities Act pursuant to such Stockholder's
rights under the Tichenor Registration Rights Agreement or the Clear
Channel Registration Rights Agreement, (c) a Transfer to the equity
interest owners of a Clear Channel Stockholder in a pro rata distribution
or upon a partial or complete liquidation or dissolution of such Clear
Channel Stockholder (other than from a wholly-owned subsidiary to its sole
stockholder), (d) a Transfer by a Stockholder pursuant to the exercise of
such Stockholder's rights to Transfer in a Participation Offer (as defined
herein) pursuant to Section 2.4 or (e) a Transfer in response to a tender
or exchange offer for all of the outstanding Common Stock of the Company.
"FULLY-DILUTED COMMON STOCK" means, at any time, the then outstanding
Common Stock of the Company plus (without duplication) all shares of Common
Stock issuable, whether at such time or upon the passage of time or the
occurrence of future events, upon the exercise, conversion or exchange of
all then outstanding Common Stock Equivalents. For purposes of this
definition, each share of Class B Common Stock shall be deemed exchanged
for one share of Class A Common Stock notwithstanding any restriction or
prohibition relating to such exchange.
"IMMEDIATE FAMILY" means the spouse of an individual and the
grandparents, parents, siblings and children (and children and spouses of
any of the foregoing) of the individual or his or her spouse. An adopted
child will be treated as the child of his or her adoptive parent or parents
if (but only if) he or she was adopted before he or she reached 21 years of
age.
"MARKET PRICE" means the average closing sale price of the Class A
Common Stock for the five trading days prior to the date in question on the
principal securities exchange on which the Class A Common Stock is then
traded.
"PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association,
company, trust, bank, trust company, land trust, business trust or other
organization, whether or not a legal entity, and any government or agency
or political subdivision thereof.
"PERMITTED TRANSFER" means any Transfer (a) with respect to a
Stockholder who is an individual, to a member of the Immediate Family of
the Stockholder or a trust whose sole
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<PAGE>
beneficiaries are the Stockholder and/or members of the Immediate
Family of the Stockholder, (b) with respect to a Stockholder that is a
corporation, partnership or other entity (other than a trust), to an
equity owner of the corporation, partnership or other legal entity,
(c) with respect to a Stockholder that is a trust, to any beneficiary
of the trust or any member of the Immediate Family of a beneficiary of
the trust, (d) to any wholly-owned Affiliate of a Stockholder, (e)
pursuant to a pledge to secure indebtedness provided that the pledgee
agrees in writing that the shares of Common Stock subject to such
Transfer shall be subject to the terms hereof, (f) to any charitable
trust, foundation or other organization or entity, (g) to a
Stockholder pursuant to the provisions of Section 2.3 and (h) pursuant
to a merger, consolidation, share exchange or other similar
transaction in which the holders of a majority of the outstanding
shares of Common Stock continue to own a majority of the common equity
interests of the surviving entity.
"REGULATION D" means Regulation D as promulgated under the Securities
Act, as amended from time to time, and any successor provision.
"SEC" means the Securities and Exchange Commission or any successor
governmental agency.
"SECURITIES ACT" means the Securities Act of 1933 and the rules and
regulations thereunder, as amended from time to time, and any successor
statute.
"THIRD-PARTY SALE" means any Transfer other than an Exempt Transfer or
a Permitted Transfer.
"TICHENOR REGISTRATION RIGHTS AGREEMENT" means that certain
Registration Rights Agreement of even date herewith by and among the
Company and the Tichenor Stockholders, as amended from time to time.
"TICHENOR STOCKHOLDERS" means the Stockholders, other than the Clear
Channel Stockholders, listed on the signature pages of this Agreement and
the transferees of such Stockholders (other than a Clear Channel
Stockholder) authorized under this Agreement, excluding, however, a
transferee in an Exempt Transfer or a Third-Party Sale.
"TRANSFER" means any direct or indirect sale, transfer, pledge or
other disposition of Covered Shares.
1.2 REPRESENTATIONS AND WARRANTIES.
(a) Each of the Stockholders (as to itself only) represents and
warrants to the Company and the other Stockholders that;
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<PAGE>
(i) it has full power and authority to execute, deliver and
perform this Agreement and to consummate the transactions contemplated
hereby, and the execution, delivery and performance by it of this Agreement
and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action;
(ii) this Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes the binding obligation of
such Stockholder enforceable against such Stockholder in accordance with
its terms; and
(iii) the execution, delivery and performance by such
Stockholder of this Agreement and the consummation by such Stockholder of
the transactions contemplated hereby will not, with or without the giving
of notice or the lapse of time, or both, (A) violate any provision of law,
statute, rule or regulation to which it is subject, (B) violate any order,
judgment or decree applicable to it, or (C) conflict with, or result in a
breach or default under, any term or condition of its certificate of
incorporation or by-laws, certificate of limited partnership or partnership
agreement, as applicable, or any agreement or other instrument to which
such Stockholder is a party or by which such Stockholder is bound.
(b) The Company hereby represents and warrants to each Stockholder
that:
(i) it is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, it has full
corporate power and authority under its certificate of incorporation to
execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby, and the execution, delivery and
performance by it of this Agreement and the consummation of the transaction
contemplated hereby have been duly authorized by any necessary action;
(ii) this Agreement has been duly and validly executed and
delivered by the Company and constitutes the binding obligation thereof
enforceable against the Company in accordance with its terms; and
(iii) the execution, delivery and performance by the Company
of this Agreement will not, with or without the giving of notice or the
lapse of time, or both, (A) violate any provision of law, statute, rule or
regulation to which the Company is subject, (B) violate any order, judgment
or decree applicable to the Company, or (C) conflict with, or result in a
breach or default under, any term or condition of its Certificate of
Incorporation or by-laws or any agreement or other instrument to which the
Company is a party or by which it is bound other than such violations,
conflicts, breaches and defaults which individually or in the aggregate
would not (x) affect the Company's ability to perform its obligations
hereunder or (y) have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
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<PAGE>
ARTICLE II
TRANSFERS OF SECURITIES
2.1 GENERAL. Any Third-Party Sale shall be subject to compliance with
provisions of this Article II. For purposes of this Agreement, as to any
Stockholder which is a legal entity and does not have assets valued, on a cost
basis, equal to or in excess of the greater of (a) $5 million or (b) the value
of Common Stock held thereby (valued at the Market Price), in each case other
than Common Stock, any Transfer of any equity interest in such Stockholder
which, in one or a series of Transfers, involves in the aggregate more than a
50% equity interest in such Stockholder will be a Transfer unless such Transfer
is solely to other existing equity holders of such entity. Any Permitted
Transfer will require the execution and delivery of an instrument in form and
substance satisfactory to the Board pursuant to which the Transferee agrees to
be bound by this Agreement.
2.2 TRANSFER RESTRICTIONS. Each Tichenor Stockholder, other than McHenry
T. Tichenor, Jr., agrees with the Company not to Transfer (other than pursuant
to Permitted Transfers or pursuant to the exercise of rights granted under the
Tichenor Registration Rights Agreement) any Covered Shares for a period of 180
days after the date hereof. McHenry T. Tichenor, Jr. agrees with the Company
not to Transfer any Covered Shares (other than (a) pursuant to Permitted
Transfers, (b) with respect to Covered Shares having a Market Price not to
exceed $3 million, pursuant to the exercise of rights granted under the Tichenor
Registration Rights Agreement, (c) pursuant to the exercise of his rights to
Transfer in a Participation Offer under Section 2.4, or (d) pursuant to a
Transfer in response to a tender or exchange offer for all of the outstanding
Common Stock of the Company) until the second anniversary of the date hereof.
Prime II Management, L.P., PrimeComm, L.P. and Alta Subordinated Debt Partners
III, L.P. each agrees with the Company not to Transfer any Covered Shares (other
than (a) pursuant to transactions that would be Permitted Transfers if such
parties were Stockholders, (b) pursuant to the exercise of rights granted under
the Tichenor Registration Rights Agreement, or (c) pursuant to a Transfer in
response to a tender or exchange offer for all of the outstanding Common Stock
of the Company, and with respect to Prime II Management, L.P. and PrimeComm,
L.P., other than pursuant to Transfers of up to 65,000 shares of Common Stock in
the aggregate) until the earlier to occur of June 30, 1997 or the 180th day
after the date hereof. Each Clear Channel Stockholder agrees with the Company
not to Transfer any Covered Shares (other than (a) pursuant to Permitted
Transfers, (b) pursuant to the exercise of rights granted under the Clear
Channel Registration Rights Agreement, (c) pursuant to a Transfer to the equity
interest owners of a Clear Channel Stockholder whether in a pro rata
distribution or upon a partial or complete liquidation or dissolution of such
Clear Channel Stockholder or otherwise or (d) pursuant to a Transfer in response
to a tender or exchange offer for all of the outstanding Common Stock of the
Company for a period of 180 days after the date hereof.
2.3 RIGHT OF FIRST OFFER. (a) Prior to consummating any Third-Party Sale,
the Stockholder proposing to effect the Third-Party Sale (the "OFFERING
STOCKHOLDER") will deliver to each of the other Stockholders a written notice
(an "OFFER NOTICE") specifying (i) the aggregate amount of cash consideration
(the "OFFER PRICE") for which the Offering Stockholder proposes in good faith to
sell
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<PAGE>
the Shares to be offered in such Third-Party Sale (the "OFFERED SHARES"),
(ii) the identity of the purchaser in such Third-Party Sale (if then known), and
(iii) all other material terms of the proposed Third-Party Sale. For purposes
of this Section 2.3, the Tichenor Stockholders only (collectively and as they
may allocate among themselves as set forth below) will be the "NON-OFFERING
STOCKHOLDER" with respect to a proposed Third-Party Sale by any Clear Channel
Stockholder, and the Clear Channel Stockholders only (collectively and as they
may allocate among themselves as set forth below) will be the Non-Offering
Stockholder with respect to a proposed Third-Party Sale by any Tichenor
Stockholder.
(b) RIGHTS TO PURCHASE OFFERED SHARES. If the Non-Offering
Stockholder delivers to the Offering Stockholder a written notice (an
"ACCEPTANCE NOTICE") within 30 days following delivery of the Offer Notice
(PROVIDED that if such offer relates to a proposed Transfer of Common Stock
representing more than 10% of the Common Stock owned by such Offering
Stockholder on the date hereof and more than two percent of the then outstanding
Common Stock such Non-Offering Stockholder shall have 60 days in which to
deliver such Acceptance Notice (either such period being referred to herein as
the "ROFO ACCEPTANCE PERIOD")), stating that such Non-Offering Stockholder is
willing to purchase all of the Offered Shares for the Offer Price and on the
other terms set forth in the Offer Notice, the Offering Stockholder will sell
all (but not less than all) of the Offered Shares to such Non-Offering
Stockholder, and such Non-Offering Stockholder will purchase such Offered Shares
from the Offering Stockholder, on the proposed terms and subject to the
conditions set forth below. In such case, the Tichenor Stockholders only, with
the Offered Shares allocated (unless otherwise agreed by the Tichenor
Stockholders requesting to purchase Offered Shares) based on the number of
Offered Shares requested to be purchased by each of the Tichenor Stockholders,
will be the "PURCHASING STOCKHOLDER" with respect to a proposed Third-Party Sale
by any Clear Channel Stockholder, and the Clear Channel Stockholders only, with
the Offered Shares allocated (unless otherwise agreed by the Clear Channel
Stockholders requesting to purchase Offered Shares) based on the number of
Shares owned by each of the Clear Channel Stockholders who request to purchase
Offered Shares (but in no event so as to require any Stockholder to purchase in
excess of the number of Offered Shares requested by such Stockholder), will be
the Purchasing Stockholder with respect to a proposed Third-Party Sale by any
Tichenor Stockholder.
(c) THE ROFO CLOSING. The consummation of any purchase of the
Offered Shares by the Purchasing Stockholder pursuant to this Section 2.3 (the
"ROFO CLOSING") will occur no more than five Business Days following the
delivery of the Acceptance Notice (such five Business Day period being referred
to herein as the "ROFO CLOSING PERIOD") at such time and place as may be agreed
upon by the Offering Stockholder and the Purchasing Stockholder or, if such
parties fail to agree to such time and place, at the principal executive offices
of the Company at 10:00 a.m. (Central Time) on the fifth Business Day following
the expiration of the ROFO Acceptance Period. At the ROFO Closing, (i) the
Purchasing Stockholder will deliver to the Offering Stockholder by certified or
official bank check or wire transfer to an account designated by the Offering
Stockholder an amount in immediately available funds equal to the Offer Price,
(ii) the Offering Stockholder will deliver one or more certificates evidencing
the Offered Shares, together with such other duly executed instruments or
documents (executed by the Offering
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Stockholder) as may be reasonably requested by the Purchasing Stockholder to
acquire the Offered Shares free and clear of any and all claims, liens,
pledges, charges, encumbrances, security interests, options, trusts,
commitments and other restrictions of any kind whatsoever (collectively,
"ENCUMBRANCES"), except for Encumbrances created by this Agreement, federal
or state securities law or the Purchasing Stockholder or as specified in the
Offer Notice, and (iii) the Offering Stockholder will be deemed to represent
and warrant to the Purchasing Stockholder that, upon the ROFO Closing, the
Offering Stockholder will convey and the Purchasing Stockholder will acquire
the entire record and beneficial ownership of, and good and valid title to,
the Offered Shares, free and clear of any and all Encumbrances, except for
Encumbrances created by this Agreement, federal and state securities laws or
the Purchasing Stockholder or as described in the Offer Notice.
(d) RIGHT TO CONSUMMATE THIRD-PARTY SALE. Subject to the provisions
of Section 2.4 below, if no Acceptance Notice relating to the proposed Third-
Party Sale is delivered to the Offering Stockholder prior to the expiration of
the ROFO Acceptance Period, or an Acceptance Notice is so delivered to the
Offering Stockholder but the ROFO Closing fails to occur prior to the expiration
of the ROFO Closing Period (unless the Purchasing Stockholder was ready, willing
and able prior to the expiration of the ROFO Closing Period to consummate the
transactions to be consummated by the Purchasing Stockholder at the ROFO
Closing), the Offering Stockholder may (without affecting its rights, if any,
arising out of such failure) consummate the Third-Party Sale, but only
(i) during the 180 calendar day period immediately following the expiration of
the ROFO Acceptance Period (in the event that no Acceptance Notice was timely
delivered to the Offering Stockholder) or the 180 calendar day period
immediately following the expiration of the ROFO Closing Period (in the event
that an Acceptance Notice was timely delivered to the Offering Stockholder but
the ROFO Closing failed timely to occur), (ii) at a price at least equal to 95%
of the Offer Price, and (iii) upon other terms not materially less favorable to
the Offering Stockholder than those set forth in the Offer Notice.
2.4 PARTICIPATION OFFER. Prior to consummating any Third-Party Sale
and after complying with the provisions of Section 2.3 above, the Stockholder
proposing to complete such Third-Party Sale (the "TRANSFEROR") shall offer (the
"PARTICIPATION OFFER") to include in the proposed Third-Party Sale a number of
shares of Stock (regardless of whether such shares are of the same class being
sold by the Transferor) designated by any of the other Stockholders, not to
exceed, in respect of any such other Stockholder, the number of shares equal to
the product of (a) the aggregate number of shares to be sold by the Transferor
to the proposed transferee and (b) a fraction with a numerator equal to the
number of shares of Fully-Diluted Common Stock held by such other Stockholder
and a denominator equal to the number of shares of Fully-Diluted Common Stock
held by all Stockholders; PROVIDED that if the consideration to be received by
the Transferor includes any securities, only Stockholders who are Accredited
Investors shall be entitled to include their shares in such sale (but in such a
case, each Stockholder shall be entitled to include in such sale a number of its
shares, without duplication, equal to the total number of shares held by its
Affiliates which are excluded from such sale by the operation of this proviso).
The Transferor shall give written notice to each other non-transferring
Stockholder of the Participation Offer (the "TRANSFEROR'S NOTICE") at least 20
days prior to the proposed Third-Party Sale. The Transferor's Notice shall
specify (a) the
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Offer Price for which the Transferor proposes in good faith to sell the
shares to be offered in such Third-Party Sale (the "SALE SHARES"), (b) the
identity of the purchaser in such Third-Party Sale (if then known), (c) the
place and date on which the Third -Party Sale is to be consummated and (d)
all other material terms of the proposed Third-Party Sale. Each Stockholder
who wishes to include shares of Common Stock in the proposed Third-Party Sale
in accordance with the terms of this Section 2.4 shall so notify the
Transferor not more than 10 days after the date of the Transferor's Notice.
The Participation Offer shall be conditioned upon the Transferor's sale of
Common Stock pursuant to the transactions contemplated in the Transferor's
Notice with the transferee named therein. If any other Stockholder or other
Stockholders have accepted the Participation Offer, the Transferor shall
reduce to the extent necessary the number of shares of Common Stock it
otherwise would have sold in the proposed sale so as to permit other
Stockholders who have accepted the Participation Offer to sell the number of
shares that they are entitled to sell under this Section 2.4, and the
Transferor and such other Stockholder or other Stockholders shall sell the
number of shares of Common Stock specified in the Participation Offer to the
proposed transferee in accordance with the terms of such sale set forth in
the Transferor's Notice.
2.5 CONVERSION OF CLASS B COMMON STOCK. Neither a conversion of shares of
Class B Common Stock held by the Clear Channel Stockholders into Class A Common
Stock, nor a conversion of Class A Common Stock held by the Clear Channel
Stockholders into Class B Common Stock shall be deemed a Transfer if the shares
of Class A Common Stock or Class B Common Stock, as the case may be, issuable
upon such conversion are held by a Clear Channel Stockholder. After the
Conversion Date the obligations of each of the Stockholders to make a
Participation Offer pursuant to Section 2.4 shall terminate and be of no further
force or effect. In addition, after the Conversion Date the ROFO Acceptance
Period with respect to any Third-Party Sales shall be reduced to ten days
regardless of the number of shares of Common Stock that are the subject of the
Offer Notice.
2.6 TRANSFERS SUBJECT TO COMPLIANCE WITH SECURITIES ACT. No shares of
Common Stock may be transferred by a Stockholder (other than pursuant to an
effective registration statement under the Securities Act) unless such
Stockholder first delivers to the Company an opinion of counsel, which opinion
and counsel shall be reasonably satisfactory to the Company, to the effect that
such transfer in not required to be registered under the Securities Act.
2.7 TRANSFERS IN VIOLATION VOID. Any purported Transfer by a Stockholder
which is not permitted by the provisions of this Article II, or which is in
violation of such provisions, shall be void and of no force and effect
whatsoever.
ARTICLE III
TERMINATION
The provisions of this Agreement shall terminate in respect of all
Stockholders (a) upon the written consent of (i) Stockholders who then hold
Common Stock representing at least seventy-five
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percent of the Fully-Diluted Common Stock then held by all of the
Stockholders (other than CCC or its Affiliates, if CCC or one of its
Affiliates then holds 25% or more of the outstanding Common Stock) and (ii)
CCC, if CCC or any of its Affiliates then holds 25% or more of the
outstanding Common Stock, and (b) immediately prior to the consummation of a
merger, consolidation, share exchange or other similar transaction in which
the holders of a majority of the outstanding Common Stock of the Company
shall cease to hold a majority of the common equity interests in the
surviving entity. A Person who ceases to hold any Stock and who ceases to
beneficially own any Stock shall cease to be a Stockholder and shall have no
further rights under this Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 AMENDMENT. Any provision of this Agreement may be altered,
supplemented, amended or waived by the written consent of each of (a) the
Company, (b) the holders of a majority of the Covered Shares then held by the
Clear Channel Stockholders and (c) the holders of a majority of the Covered
Shares then held by the Tichenor Stockholders, and such alteration, supplement,
amendment or waiver shall be binding upon all Stockholders including
nonconsenting Stockholders.
4.2 SPECIFIC PERFORMANCE. The Stockholders and the Company recognize that
the obligations imposed an them in this Agreement are special, unique, and of
extraordinary character, and that in the event of breach by any party, damages
will be an insufficient remedy; consequently, it is agreed that the Stockholders
and the Company may have specific performance and injunctive relief (in addition
to damages) as a remedy for the enforcement hereof, without proving damages.
4.3 ASSIGNMENT. Except as otherwise expressly provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the Stockholders and the Company.
No such assignment shall relieve the assignor from any liability hereunder. Any
purported assignment made in violation of this Section 4.3 shall be void and of
no force and effect.
4.4 SHARES SUBJECT TO THIS AGREEMENT. The provisions of Article II of
this Agreement restricting the Transfer of shares of Common Stock will apply to
all shares of Common Stock owned by the Stockholders on the date hereof and any
shares of Common Stock acquired after the date hereof until they are Transferred
in an Exempt Sale or Third-Party Sale to a person other than a Stockholder.
4.5 LEGENDS. (a) Each certificate for Common Stock shall include a legend
in substantially the following form:
THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AND
OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF FEBRUARY 14, 1997 A
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COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICES.
(b) A restriction on transfer of shares of Common Stock set forth in
such legends (a "RESTRICTION") shall cease and terminate as to any particular
shares of Common Stock when, in the opinion of the Company and counsel
reasonably satisfactory to the corporation (which opinion shall be delivered
to the Company in writing), such Restriction is no longer required under the
provisions hereof. Whenever such Restriction shall cease and terminate as to
any shares of Common Stock, the holder thereof shall be entitled to receive
from the Company, without expense to such holder, new certificates) not
bearing a legend stating such Restriction.
4.6 NOTICES. Any and all notices, designations, consents, offers,
acceptances or other communications provided for herein (each "NOTICE") shall be
given in writing by overnight courier, telegram, or telecopy which shall be
addressed, or sent, to the respective addresses as follows (or such other
address as the Company or any Stockholder may specify to the Company and all
other Stockholders by Notice):
The Company:
Heftel Broadcasting Corporation
100 Crescent Court, Suite 1777
Dallas, Texas 75201
Each Stockholder:
To such address or telecopy number of such Stockholder as is set forth
on the signature pages hereto or as such Stockholder provides by
notice to the Company and all other Stockholders or, if such address
is not so provided, to such Stockholder's address as is reflected on
the stock transfer records of the Company at such time.
All Notices shall be deemed effective upon receipt. No Stockholder shall be
entitled to receive a Notice hereunder (or a copy of a Notice delivered to the
Company) if, at the time such Notice is to be sent, such Stockholder (including
its Affiliates and the employees of such Stockholder and its Affiliates) no
longer owns any shares of Common Stock.
4.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts and each counterpart shall be deemed to be an original and which
counterparts together shall constitute one and the same agreement of the parties
hereto.
4.8 SECTION HEADINGS. Headings contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend the scope
or intent of this Agreement or any provisions hereof.
-11-
<PAGE>
4.9 CHOICE OF LAW. This Agreement shall be governed by the internal laws
of the State of Texas without regard to the principles of conflicts of laws
thereof.
4.10 ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties hereto respecting the subject matter hereof and supersedes all prior
agreements, discussions and understandings with respect thereto.
4.11 CUMULATIVE RIGHTS. The rights of the Stockholders and the Company
under this Agreement are cumulative and in addition to all similar and other
rights of the parties under other agreements.
4.12 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.
-12-
<PAGE>
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives, effective as of the date first written
above.
HEFTEL BROADCASTING CORPORATION
By: /s/ L. Lowry Mays
-----------------------------------
L. Lowry Mays
President and Chief Executive Officer
130,414 shares of Class B Common CLEAR CHANNEL COMMUNICATIONS, INC.
Stock
By: /s/ L. Lowry Mays
-----------------------------------
L. Lowry Mays
President and Chief Executive Officer
6,947,821 shares of Class B Common CLEAR CHANNEL RADIO, INC.
Stock
By: /s/ L. Lowry Mays
-----------------------------------
L. Lowry Mays
President and Chief Executive Officer
112,324 shares of Class A Common /s/ McHenry T. Tichenor, Sr.
Stock -----------------------------------
McHenry T. Tichenor, Sr.
959,399 shares of Class A Common /s/ McHenry T. Tichenor, Jr.
Stock -----------------------------------
McHenry T. Tichenor, Jr.
-13-
<PAGE>
404,510 shares of Class A Common /s/ McHenry T. Tichenor, Jr.
Stock -----------------------------------
McHenry T. Tichenor, Jr., as
Custodian for David T. Tichenor
1,090,157 shares of Class A Common /s/ Warren W.. Tichenor
Stock -----------------------------------
Warren W.. Tichenor
864,636 shares of Class A Common /s/ William E. Tichenor
Stock -----------------------------------
William E.. Tichenor
914,056 shares of Class A Common /s/ Jean T. Russell
Stock -----------------------------------
Jean T. Russell
65,118 shares of Class A Common /s/ Ricardo A. del Castillo
Stock -----------------------------------
Ricardo A. del Castillo
101,109 shares of Class A Common /s/ Jeffrey Hinson
Stock -----------------------------------
Jeffrey Hinson
242,494 shares of Class A Common /s/ David Lykes
Stock -----------------------------------
David Lykes
-14-
<PAGE>
PRIME II MANAGEMENT, L.P.
215,590 shares of Class A Common
Stock By: Prime II Management, Inc.,
its general partner
By: /s/ Signature Illegible
-----------------------------
Its: President
-----------------------------
PRIME COMM, L.P.
By: PrimeComm, Inc.,
its general partner
30,798 shares of Class A Common Stock
By: /s/ Dean M. Greenwood
-----------------------------
Its: Vice President
-----------------------------
ALTA SUBORDINATED DEBT
PARTNERS III, L.P.
By: Alta Subordinated Debt
Management III, L.P.
180,000 shares of Class A Common Stock
By: /s/ Brian M. McNeill,
-----------------------------
General Partner
-----------------------------
-15-
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints McHenry T. Tichenor, Jr. and Jeffrey T.
Hinson, and each of them as agent and attorney-in-fact, with the ability to
individually act for and on behalf of the undersigned in any lawful way with
respect to the following:
1. SCOPE OF AUTHORITY. To execute (i) any and all schedules and
amendments thereto which are required to be filed by the undersigned with
the Securities and Exchange Commission ("SEC") pursuant to Section 13(d) of
the Exchange Act of 1934 (the "Exchange Act") and the Rules and Regulations
promulgated thereunder, and (ii) any and all schedules or forms required to
be filed by the undersigned pursuant to Section 16 of the Exchange Act and
the Rules and Regulations promulgated thereunder including, without
limitation, Forms 3, 4, or 5.
2. REVOCATION. This power of attorney may be voluntarily revoked by the
undersigned only by filing such written instrument in the county records of
Dallas County, State of Texas.
3. GOVERNING LAW. The validity, construction, and interpretation of this
Power of Attorney shall be governed by the laws of the State of Texas.
Signed this 21st day of February, 1997
/s/ Warren W. Tichenor
---------------------------------
Warren W. Tichenor
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints McHenry T. Tichenor, Jr. and Jeffrey T.
Hinson, and each of them as agent and attorney-in-fact, with the ability to
individually act for and on behalf of the undersigned in any lawful way with
respect to the following:
1. SCOPE OF AUTHORITY. To execute (i) any and all schedules and
amendments thereto which are required to be filed by the undersigned with the
Securities and Exchange Commission ("SEC") pursuant to Section 13(d) of the
Exchange Act of 1934 (the "Exchange Act") and the Rules and Regulations
promulgated thereunder, and (ii) any and all schedules or forms required to be
filed by the undersigned pursuant to Section 16 of the Exchange Act and the
Rules and Regulations promulgated thereunder including, without limitation,
Forms 3, 4, or 5.
2. REVOCATION. This power of attorney may be voluntarily revoked by the
undersigned only by filing such written instrument in the county records of
Dallas County, State of Texas.
3. GOVERNING LAW. The validity, construction, and interpretation of this
Power of Attorney shall be governed by the laws of the State of Texas.
Signed this 21st day of February, 1997
/s/ William E. Tichenor
---------------------------------
William E. Tichenor
<PAGE>
POWER OF ATTORNEY
The undersigned hereby appoints McHenry T. Tichenor, Jr. and Jeffrey T.
Hinson, and each of them as agent and attorney-in-fact, with the ability to
individually act for and on behalf of the undersigned in any lawful way with
respect to the following:
1. SCOPE OF AUTHORITY. To execute (1) any and all schedules and
amendments thereto which are required to be filed by the undersigned with the
Securities and Exchange Commission ("SEC") pursuant to Section 13(d) of the
Exchange Act of 1934 (the "Exchange Act") and the Rules and Regulations
promulgated thereunder, and (ii) any and all schedules or forms required to be
filed by the undersigned pursuant to Section 16 of the Exchange Act and the
Rules and Regulations promulgated thereunder including, without limitation,
Forms 3, 4, or 5.
2. REVOCATION. This power of attorney may be voluntarily revoked by the
undersigned only by filing such written instrument in the county records of
Dallas County, State of Texas.
3. GOVERNING LAW. The validity, construction, and interpretation of this
Power of Attorney shall be governed by the laws of the State of Texas.
Signed this 21st day of February, 1997
/s/ Jean T. Russell
---------------------------------
Jean T. Russell
<PAGE>
EXHIBIT 99.1
<PAGE>
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on February 21, 1997, by and among
McHenry T. Tichenor, Sr.; McHenry T. Tichenor, Jr., individually, as Custodian
for David T. Tichenor, and as Trustee pursuant to a Voting Trust Agreement;
Warren W. Tichenor; William E. Tichenor; and Jean T. Russell (collectively
referred to herein as the "Filing Parties").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934
(the "Act"), requires that, when a Schedule 13D is filed on behalf of more than
one person, an agreement be executed and filed as an exhibit to the Schedule 13D
reflecting that the Schedule 13D is being filed on behalf of all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual promises
stated herein, the Filing Parties hereby agree as follows:
1. Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the shares of Class A Common Stock, par value $.001 per share,
of Heftel Broadcasting Corporation, a Delaware corporation.
2. Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible
to use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy of
the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
3. This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the foregoing shall be null and void.
4. This agreement shall terminate upon the written notice of termination
given by any Filing Party to the other Filing Parties.
5. This agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement Among
Filing Parties as of the date or dates indicated below.
Date: February 21, 1997
/s/ McHenry T. Tichenor, Sr.
-----------------------------------------------
McHenry T. Tichenor, Sr.
/s/ McHenry T. Tichenor, Jr.
-----------------------------------------------
McHenry T. Tichenor, Jr.
/s/ McHenry T. Tichenor, Jr.
-----------------------------------------------
McHenry T. Tichenor, Jr.,
as Custodian for David T. Tichenor
/s/ McHenry T. Tichenor, Jr.
-----------------------------------------------
McHenry T. Tichenor, Jr.,
as Trustee pursuant to a Voting Trust Agreement
/s/ Warren W. Tichenor
-----------------------------------------------
Warren W. Tichenor
/s/ William E. Tichenor
-----------------------------------------------
William E. Tichenor
/s/ Jean T. Russell
-----------------------------------------------
Jean T. Russell
