-----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, VbbFQDMWOIAfPbbaTVaQraxz5Z55m5d1XvPxU2zjsKP24RN74Ifgv5t2w1m6iyG2 7dK6+CYbLkvBO4vbqjFQXQ== 0000950134-97-001168.txt : 19970222 0000950134-97-001168.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950134-97-001168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NASD GROUP MEMBERS: CLEAR CHANNEL COMMUNICATIONS INC GROUP MEMBERS: CLEAR CHANNEL RADIO, INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43975 FILM NUMBER: 97537438 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: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787539 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Heftel Broadcasting Corporation ------------------------------- (Name of Issuer) Class A Common Stock, $.001 par value ------------------------------------- (Title of Class of Securities) 42279916 (CUSIP Number) Ken Wyker Clear Channel Communications, Inc. 200 Concord Plaza, Suite 600 San Antonio, Texas 78216 (210) 822-2828 -------------- (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 5 Pages 2 CUSIP No. 42279916 13D Page 2 of 5 Pages (1) Name of Reporting Person Clear Channel Communications, Inc. S.S. or I.R.S. Identification 74-1787539 No of Above Person (2) Check the Appropriate Box if a (a) X Member of a Group (See instructions) (b) (3) SEC Use Only (4) Source of Funds (See instructions) BK, WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Texas Number of Shares (7) Sole Voting Power 0 Beneficially Owned By Each Reporting Person With (8) Shared Voting Power 1,069,736 (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,069,736 (11) Aggregate Amount Beneficially 0 Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 4.99% Amount in Row (11) (14) Type of Reporting Person (See CO Instructions) --------------------- -2- 3 CUSIP No. 42279916 13D Page 3 of 5 Pages (1) Name of Reporting Person Clear Channel Radio, Inc. S.S. or I.R.S. Identification 74-2722883 No of Above Person (2) Check the Appropriate Box if a (a) X Member of a Group (See instructions) (b) (3) SEC Use Only (4) Source of Funds (See instructions) AF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevada Number of Shares (7) Sole Voting Power 0 Beneficially Owned By Each Reporting Person With (8) Shared Voting Power 1,069,736 (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,069,736 (11) Aggregate Amount Beneficially 0 Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 4.99% Amount in Row (11) (14) Type of Reporting Person (See CO Instructions) --------------------- -3- 4 CUSIP No. 42279916 13D Page 4 of 5 Pages This Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D, as amended, previously filed with the Securities and Exchange Commission by Clear Channel Communications, Inc., a Texas corporation ("Clear Channel"), and Clear Channel Radio, Inc., a Nevada corporation and wholly-owned subsidiary of Clear Channel ("CCR", and together with Clear Channel, the "Reporting Persons"), with respect to the Class A Common Stock, par value $.001 per share (the "Class A Common Stock") of Heftel Broadcasting Corporation (the "Issuer"). Item 5. Interest in Securities of the Issuer Item 5(c) is amended by adding the following: (c) On February 10, 1997, Clear Channel sold 350,000 shares of Class A Common Stock in an underwritten public offering at a price of $36.80 per share. Item 5(e) is amended by deleting the prior response and replacing it with the following: On February 14, 1997, a wholly-owned subsidiary of the Issuer was merged (the "Merger") with and into Tichenor Media System, Inc. pursuant to the terms of the Amended and Restated Agreement and Plan of Merger dated October 10, 1996 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, all of the shares of Class A Common Stock owned by the Reporting Persons were converted at the effective time of the Merger into an equal number of shares of Class B Common Stock of the Issuer. Although the Class B Common Stock is convertible into Class A Common Stock, the Reporting Persons may not presently convert 5% or more of the Class B Common Stock into Class A Common Stock without the prior approval of the Federal Communications Commission. As a result, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the Class A Common Stock of the Issuer and therefore have ceased to be subject to the reporting obligations of Section 13(d) of the Securities Exchange Act of 1934, as amended. -4- 5 CUSIP No. 42279916 13D Page 5 of 5 Pages Signatures After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 18, 1997 CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ L. Lowry Mays ------------------------ Name: L. Lowry Mays Title: President CLEAR CHANNEL RADIO, INC. By: /s/ L. Lowry Mays ------------------------ Name: L. Lowry Mays Title: President -5- -----END PRIVACY-ENHANCED MESSAGE-----