-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LCy2tivWFOu8q2inNoJZkYawfvF3A+i1SJ3yBHAP/m4/VhuvU5V+vqfQcrfPWMxw DkYFw2hT+7ap1IU8JKQgyg== 0000912057-97-006575.txt : 19970225 0000912057-97-006575.hdr.sgml : 19970225 ACCESSION NUMBER: 0000912057-97-006575 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970224 SROS: NASD GROUP MEMBERS: JEAN T. RUSSELL GROUP MEMBERS: MCHENRY T. TICHENOR, JR. CUST. DAVID T. TICHENOR GROUP MEMBERS: MCHENRY T. TICHENOR, JR. TTEE. VOTING TRUST AGREEMENT GROUP MEMBERS: MCHENRY T. TICHENOR, SR. GROUP MEMBERS: TICHENOR MCHENRY T GROUP MEMBERS: WARREN W. TICHENOR GROUP MEMBERS: WILLIAM E. TICHENOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEFTEL BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43975 FILM NUMBER: 97542279 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TICHENOR MCHENRY T CENTRAL INDEX KEY: 0001034497 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 1777 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148558882 SC 13D 1 SCHEDULE 13D 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. 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! 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! 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! 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! 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! 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! 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! 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 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 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. SHARES BENEFICIALLY OWNED ---------------------- SOLE SHARED SOLE SHARED AGGREGATE VOTING VOTING DISPOSITIVE DISPOSITIVE NAME NUMBER PERCENTAGE POWER POWER POWER POWER - ------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------
(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 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 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 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 SCHEDULE 1 CERTAIN INFORMATION REGARDING FILING PARTIES NAME ADDRESS PRESENT PRINCIPAL OCCUPATION ---- ------- ---------------------------- 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
Page 15 of 16 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 EX-10.4 2 EXHIBIT 10.4 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: "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. -2- "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 -3- 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; -4- (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. -5- 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 -6- 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 -7- 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 -8- 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 -9- 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 -10- 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- 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- 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- 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- 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- EX-24.1 3 EXHIBIT 24.1 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 EX-24.2 4 EXHIBIT 24.2 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 EX-24.3 5 EXHIBIT 24.3 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 EX-99.1 6 EXHIBIT 99.1 EXHIBIT 99.1 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----