-----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, PrLBH7bU1r4CkB9SRf5a6UKrbsklDqz8W6bvtloI4lKmIhWfMVR08kgsaStUbPr1 hbiQc5a39viR9rTPCqj0rA== 0001047469-02-003613.txt : 20021119 0001047469-02-003613.hdr.sgml : 20021119 20021119164238 ACCESSION NUMBER: 0001047469-02-003613 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20021119 GROUP MEMBERS: FIRST NATIONAL BANK OF FORT COLLINS/TRUSTEE OF DAVID T GROUP MEMBERS: HEF INVESTORS LIMITED PARTNERSHIP GROUP MEMBERS: JEAN T TICHENOR INDIVIDUALLY AND AS TRUSTEE OF JEAN GROUP MEMBERS: MCHENRY T TICHENOR JR TRUSTEE PURSUANT TO VOTING TRUST GROUP MEMBERS: MCHENRY T TICHENOR JR/TRUSTEE OF THE GENEVIEVE BERYL GROUP MEMBERS: MCHENRY T TICHENOR SR GROUP MEMBERS: US BANK NA AS TRUSTEE OF DAVID T TICHENOR TRUST GROUP MEMBERS: WARREN W TICHENOR GROUP MEMBERS: WILLIAM E TICHENOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HISPANIC BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46458 FILM NUMBER: 02833397 BUSINESS ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: STE 215 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145257700 MAIL ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: SUITE 215 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: HEFTEL BROADCASTING CORP DATE OF NAME CHANGE: 19940502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TICHENOR MCHENRY T CENTRAL INDEX KEY: 0001034497 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT, SUITE 1777 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148558882 SC 13D/A 1 a2092142zsc13da.htm 13D/A
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Hispanic Broadcasting Corporation

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

43357B104

(CUSIP Number)

McHenry T. Tichenor, Jr.
3012 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 11, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Six copies of this statement, including all exhibits, shall be filed with the Commission. See § 240.13d-7 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 coverage 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 page(s))
Page 1 of 25 Pages

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 2 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) McHenry T. Tichenor, Sr.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 12,777⁽¹⁾
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 151,342⁽¹⁾

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,725,228

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 15.81%

(14)	Type of Reporting Person (See Instructions) IN

(1): Includes 11,135 shares which may be acquired pursuant to the exercise of options within the next 60 days and 1,642 shares held in an employee stock purchase plan.

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 3 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) McHenry T. Tichenor, Jr.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 227,649⁽¹⁾
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 3,286,317⁽¹⁾

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,940,100

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 16.03%

(14)	Type of Reporting Person (See Instructions) IN

(1): Includes 210,334 shares which may be acquired pursuant to the exercise of options within the next 60 days and 1,315 shares held in an employee stock purchase plan.

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 4 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) U.S. Bank N.A. (f/k/a/ Colorado Bank), as Trustee of the David T. Tichenor Trust

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o

(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 0
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 0⁽¹⁾
PERSON WITH
		(9)	Sole Dispositive Power 0⁽¹⁾

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 0

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 0

(14)	Type of Reporting Person (See Instructions) BK

(1): In February 2000, U.S. Bank N.A. ceased to be the trustee of the David T. Tichenor Trust. First National Bank of Fort Collins is the successor trustee of the David T. Tichenor Trust. Accordingly, in February 2000 U.S. Bank N.A., in its capacity as trustee, ceased to be a beneficial owner of the shares attributable to the David T. Tichenor Trust.

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 5 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) First National Bank of Fort Collins, as Trustee of the David T. Tichenor Trust

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 0
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 1,067,136

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,712,451

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 15.79%

(14)	Type of Reporting Person (See Instructions) BK

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 6 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) McHenry T. Tichenor, Jr., as Trustee pursuant to a Voting Trust Agreement

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o

(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 0⁽¹⁾
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 0
PERSON WITH
		(9)	Sole Dispositive Power 0⁽¹⁾

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 0

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 0

(14)	Type of Reporting Person (See Instructions) IN

(1): The shares attributable to McHenry T. Tichenor, Jr., as Trustee pursuant to a Voting Trust Agreement, were sold in 1997.

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 7 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Warren W. Tichenor

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) PF

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 106,418⁽¹⁾
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451⁽¹⁾
PERSON WITH
		(9)	Sole Dispositive Power 4,465,054⁽¹⁾

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,818,869⁽¹⁾

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

(13)	Percent of Class Represented by Amount in Row (11) 15.92%

(14)	Type of Reporting Person (See Instructions) IN

(1): Excludes 13,686 shares held by Rhonda S. Tichenor, beneficial ownership of which is disclaimed by Warren Tichenor, her spouse. See discussion under Item 3.

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 8 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) William E. Tichenor

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 0
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 1,407,314

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,712,451

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 15.79%

(14)	Type of Reporting Person (See Instructions) IN

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 9 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Jean T. Tichenor, Individually and as Trustee of The Jean Tichenor Family Trust Dated February 24, 1998, as Amended

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 0
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 2,307,394

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,712,451

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 15.79%

(14)	Type of Reporting Person (See Instructions) IN

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 10 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) HEF Investors Limited Partnership

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) 00

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization Arizona

NUMBER OF SHARES		(7)	Sole Voting Power 0
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 12,712,451
PERSON WITH
		(9)	Sole Dispositive Power 374,738

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 12,712,451

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) 15.79%

(14)	Type of Reporting Person (See Instructions) PN

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Schedule 13D
Page 11 of 25 Pages


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) McHenry T. Tichenor, Jr., as Trustee of the Genevieve Beryl Tichenor Trust

(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o

(3)	SEC Use Only

(4)	Source of Funds (See Instructions) Not applicable

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o


(6)	Citizenship or Place of Organization United States

NUMBER OF SHARES		(7)	Sole Voting Power 47,552
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	Shared Voting Power 0
PERSON WITH
		(9)	Sole Dispositive Power 47,552

		(10)	Shared Dispositive Power 0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 47,552

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


(13)	Percent of Class Represented by Amount in Row (11) Less than one percent.

(14)	Type of Reporting Person (See Instructions) Individual

This Amendment No. 2 to the Statement on Schedule 13D filed jointly by McHenry T. Tichenor, Sr.; McHenry T. Tichenor, Jr., individually and as trustee pursuant to a Voting Trust Agreement and as trustee of the Genevieve Beryl Tichenor Trust; U.S. Bank N.A. (f/k/a Colorado National Bank), as the predecessor trustee of the David T. Tichenor Trust; First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust; Warren W. Tichenor; William E. Tichenor; Jean T. Tichenor, individually and as trustee of The Jean Tichenor Family Trust dated February 24, 1998, as amended ("The Jean Tichenor Family Trust"); and HEF Investors Limited Partnership relates to the Class A Common Stock, par value $0.001 per share (the "Hispanic Class A Common Stock") of Hispanic Broadcasting Corporation, a Delaware corporation (the "Company").

The Schedule 13D is amended as follows:

Item 1. Security and Issuer

The information as previously provided is amended as follows:

(a): Class A common stock, $.001 par value of Hispanic Broadcasting Corporation, a Delaware corporation.
(b): Hispanic Broadcasting Corporation
3012 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219

Item 2. Identity and Background

The information as previously provided is amended as follows:

The following information relates to McHenry T. Tichenor, Sr.:

(a): Name: No Amendment.
(b): Residence or Business Address: 7 Old Fort Way, Hilton Head, South Carolina 29926.
(c): Present Principal Occupation: Director of Hispanic Broadcasting Corporation.
Employer: Hispanic Broadcasting Corporation.
Principal Business: No Amendment.
Business Address: 3012 Oak Lawn Avenue, Suite 215, Dallas, Texas 75219.
(d): Criminal Convictions in Last Five Years: No Amendment.
(e): Civil Proceedings Regarding Securities Violation in Last Five Years: No Amendment.
(f): Citizenship: No Amendment.

The following information relates to McHenry T. Tichenor, Jr.:

(a): Name: No Amendment.
(b): Residence or Business Address: 3012 Oak Lawn Avenue, Suite 215, Dallas, Texas 75219.
(c): Present Principal Occupation: Chairman, President and Chief Executive Officer of Hispanic Broadcasting Corporation.
Employer: Hispanic Broadcasting Corporation.
Principal Business: No Amendment.
Business Address: 3012 Oak Lawn Avenue, Suite 215, Dallas, Texas 75219.
(d): Criminal Convictions in Last Five Years: No Amendment.
(e): Civil Proceedings Regarding Securities Violation in Last Five Years: No Amendment.
(f): Citizenship: No Amendment.

The following information relates to Colorado National Bank:

(a): Name: U.S. Bank N.A. (f/k/a Colorado National Bank).
(b): Place of Organization: United States.
(c): Principal Business: Banking.
(d): Address of Principal Office: P.O. Box 1118, Cincinnati, OH 45202.
(e): Criminal Convictions in Last Five Years: None.
(f): Civil Proceedings Regarding Securities in Last Five Years: None.

The following information relates to First National Bank of Fort Collins:

(a): Name: First National Bank of Fort Collins.

First National Bank of Fort Collins is the successor in legal
interest to U.S. Bank N.A. (f/k/a Colorado National Bank) with
respect to beneficial ownership of shares of Hispanic Class A
Common Stock reported on Schedule 13D.

(b): Place of Organization: United States.
(c): Principal Business: Banking.
(d): Address of Principal Office: 215 West Oak, Fourth Floor, Fort Collins, Colorado 80522.
(e): Criminal Convictions in Last Five Years: None.
(f): Civil Proceedings Regarding Securities in Last Five Years: None.

The following information relates to Warren W. Tichenor:

(a): Name: No Amendment.
(b): Business Address: 45 N.E. Loop 410, Suite 265, San Antonio, Texas, 78216.
(c): Present Principal Occupation: No Amendment.
Employer: No Amendment.
Principal Business: No Amendment.
Business Address: 45 N.E. Loop 410, Suite 265, San Antonio, Texas, 78216.
(d): Criminal Convictions in Last Five Years: No Amendment.
(e): Civil Proceedings Regarding Securities Violation in Last Five Years: No Amendment.
(f): Citizenship: No Amendment.

The following information relates to William E. Tichenor:

(a): Name: No Amendment.
(b): Residence or Business Address: 3625 Potomac Ave., Dallas, Texas 75205.
(c): Present Principal Occupation: No Amendment.
Employer: No Amendment.
Principal Business: No Amendment.
Business Address: 3625 Potomac Ave., Dallas, Texas 75205.
(d): Criminal Convictions in Last Five Years: No Amendment.

(e): Civil Proceedings Regarding Securities Violation in Last Five Years: No Amendment.
(f): Citizenship: No Amendment.

The following information relates to Jean T. Russell:

(a): Name: Jean T. Tichenor (formerly known as Jean T. Russell).

The Jean Tichenor Family Trust is the successor in interest to Jean T. Tichenor with respect to ownership of shares of Hispanic Class A Common Stock reported on the Schedule 13D. Jean T. Tichenor is the sole trustee of The Jean Tichenor Family Trust and has power to vote and direct the disposition of the shares of Hispanic Class A Common Stock owned by The Jean Tichenor Family Trust; she also has power to revoke The Jean Tichenor Family Trust. As trustee of The Jean Tichenor Family Trust (the holder of the majority of the units of JSC Tich Investments LLC) Ms. Tichenor also controls JSC Tich Investments LLC, which is the General Partner of HEF Investors Limited Partnership.

(b): Residence Address: 9016 N. Morning Glory Road, Paradise Valley, Arizona 85253
(c): Present Principal Occupation: No Amendment.
Employer: No Amendment.
Principal Business: No Amendment.
Business Address: No Amendment.
(d): Criminal Convictions in Last Five Years: No Amendment.
(e): Civil Proceedings Regarding Securities Violation in Last Five Years: No Amendment.
(f): Citizenship: No Amendment.

The following information relates to HEF Investors Limited Partnership:

(a): Name: HEF Investors Limited Partnership.
(b): Place of Organization: Arizona.
(c): Principal Business: Acquire, improve, own sell, maintain, manage, lease, invest, operate and otherwise deal with any property.
(d): Address of Principal Office: 9016 N. Morning Glory Road, Paradise Valley, Arizona, 85253.
(e): Criminal Convictions in Last 5 Years: None.
(f): Civil Proceedings Regarding Securities in Last Five Years: None.

The following information relates to JSC Tich Investments LLC:

(a): Name: JSC Tich Investments LLC.
JSC Tich Investments LLC is the General Partner of HEF Investors Limited Partnership.
(b): Place of Organization: Arizona.
(c): Principal Business: Investments; any other lawful business under Arizona law, except banking or insurance.
(d): Address of Principal Office: 9016 N. Morning Glory Road, Paradise Valley, Arizona, 85253.
(e): Criminal Convictions in Last 5 Years: None.
(f): Civil Proceedings Regarding Securities in Last Five Years: None.

Item 3. Source and Amount of Funds or Other Consideration

The information as previously provided is amended as follows:

With respect to William E. Tichenor and Jean T. Tichenor, Not Applicable.

Warren W. Tichenor acquired 118,418 shares (such number being adjusted for the June 2000 stock split) of Hispanic Class A Common Stock in eleven open market transactions for total cash consideration, derived from personal funds, of $2,745,850.75.

Rhonda S. Tichenor holds 13,686 shares of Hispanic Class A Common Stock, beneficial ownership of which is disclaimed by Warren Tichenor, her spouse. Of the shares held by Mrs. Tichenor, 843 were acquired by purchase and 6,000 were acquired by gift from Warren Tichenor. Mrs. Tichenor's shares were acquired as shown below:

Date of Transaction	Type of Transaction	No. of Shares	Price Per Share		Total Shares
6/27/97	Purchase	250	$	55.50	250	$	13,875.00
9/26/97	Purchase	74	$	76.00	324	$	5,624.00
12/2/97	Stock Split (2 for 1)	324			648	$	0.00
4/29/98	Purchase	95	$	41.50	743	$	3,942.50
12/21/98	Gift from spouse	6,000			6,743	$	0.00
1/18/00	Purchase	100	$	103.6875	6,843	$	10,368.75
6/16/00	Stock Split (2 for 1)	6,843			13,686	$	0.00
TOTAL					13,686	$	33,810.25

The Jean Tichenor Family Trust is the successor in interest to Jean T. Tichenor with respect to ownership of the shares of Hispanic Class A Common Stock reported on the Schedule 13D. Jean T. Tichenor transferred 2,907,832 shares (such number being adjusted for the June 2000 stock split) of Hispanic Class A Common Stock to The Jean Tichenor Family Trust on April 11, 2000.

HEF Investors Limited Partnership acquired 3,740 shares (such number being adjusted for the June 2000 stock split) of Hispanic Class A Common Stock from JSC Tich Investments LLC and 370,990 shares (such number being adjusted for the June 2000 stock split) of shares of Hispanic Class A Common Stock from Jean T. Tichenor, as trustee of The Jean Tichenor Family Trust on May 5, 2000 as each person's capital contribution to the partnership.

The shares relating to the Voting Trust Agreement which were held by McHenry T. Tichenor, Jr. as Trustee, were sold in open market transactions in 1997.

First National Bank of Fort Collins is the successor in interest to U.S. Bank N.A. (f/k/a Colorado National Bank) as trustee of the David T. Tichenor Trust. First National Bank of Fort Collins assumed the position of trustee of the David T. Tichenor Trust in February of 2000. First National Bank of Fort Collins as trustee of the David T. Tichenor Trust acquired 2,000 shares of Hispanic Class A Common Stock in two open market transactions for total cash consideration, derived from David T. Tichenor's personal funds, of $57,625.

McHenry T. Tichenor, Sr. acquired 1,642 shares of Hispanic Class A Common Stock pursuant to the Company's employee stock purchase plan for cash consideration, derived from personal funds, representing a 15% discount from then current market prices. In addition, McHenry T. Tichenor, Sr. was granted stock options by the Company in connection with his employment by the Company and as a member of the Board of Directors of the Company. See Schedule 2 attached hereto for additional information concerning the stock options granted to McHenry T. Tichenor, Sr.

McHenry T. Tichenor, Jr. acquired 16,000 shares (such number being adjusted for the June 2000 stock split) of Hispanic Class A Common Stock in two open market transactions for total cash consideration, derived from personal funds, of $353,625. McHenry T. Tichenor, Jr. acquired 1,315

shares of Hispanic Class A Common Stock pursuant to the Company's employee stock purchase plan for cash consideration, derived from personal funds, representing a 15% discount from then current market prices. In addition, McHenry T. Tichenor, Jr. was granted stock options by the Company in connection with his employment by the Company and as a member of the Board of Directors of the Company. See Schedule 2 attached hereto for additional information concerning the stock options granted to McHenry T. Tichenor, Jr.

The Genevieve Beryl Tichenor Trust is a testamentary trust created upon the death of Genevieve Beryl Tichenor. The Genevieve Beryl Tichenor Trust currently holds 47,552 shares of Hispanic Class A Common Stock.

Item 4. Purpose of Transaction

The information as previously provided is amended as follows:

McHenry T. Tichenor, Sr., McHenry T. Tichenor, Jr., Warren W. Tichenor and HEF Investors Limited Partnership acquired their respective shares of Hispanic Class A Common Stock solely for investment purposes.

First National Bank of Fort Collins acquired beneficial ownership of its shares of Hispanic Class A Common Stock as the successor trustee of the David T. Tichenor Trust. (U.S. Bank N.A. (f/k/a Colorado National Bank) was the prior trustee of the David T. Tichenor Trust.) First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust, acquired 2,000 shares of Hispanic Class A Common Stock in two open market transactions the purpose of which was to allow David T. Tichenor to make gifts of the shares.

Pursuant to an Agreement and Plan of Reorganization, dated June 11, 2002 (the "Merger Agreement"), among Univision Communications Inc., a Delaware corporation ("Univision"), Univision Acquisition Corporation, a Delaware corporation ("Merger Sub"), and the Company, Merger Sub will merge with and into the Company (the "Merger") with the Company being the surviving entity of the Merger. The Merger Agreement is attached hereto as Exhibit 10.5. It is expected that after the effective date of the Merger, all shares of Hispanic Class A Common Stock will be exchanged for shares of Class A common stock of Univision. Such Merger is expected to close no later than September 30, 2003. The foregoing summary of the Merger Agreement is qualified in its entirety by reference to Exhibit 10.5, which is hereby incorporated by this reference.

McHenry T. Tichenor, Jr., Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor are each a party to the HBC Stockholder Support Agreement, dated June 11, 2002 (the "Support Agreement"), attached hereto as Exhibit 10.6, pursuant to which each has agreed to inform the administrator under the Voting Agreement that he desires his shares to be voted, (i) in favor of adoption of the Merger Agreement and (ii) against any action or agreement which would impede, interfere, with or prevent the Merger, including any other extraordinary corporate transaction, such as a merger, sale of assets, issuance of capital stock, reorganization or liquidation involving the Company and a third party or any other proposal of a third party to acquire the Company. Pursuant to the terms of the Support Agreement, prior to the closing of the Merger, McHenry T. Tichenor, Jr., Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor are each permitted to dispose of up to 100,000 shares of Hispanic Class A Common Stock in any twelve month period in the open market, in private transactions or otherwise. (By letter dated September 26, 2002, Univision Communications, Inc. consented to the sale of an additional 130,000 shares of Hispanic Class A Common Stock by William E. Tichenor.) In addition, Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor may collectively transfer up to 4,000,000 million shares of Hispanic Class A Common Stock (such shares to be allocated proportionately among Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor based upon each such person's shareholdings in the Company as of the date of the Support Agreement) to a lender in satisfaction of any obligation related to a bona fide pledge to secure

financing. No particular transfers are currently contemplated. See Item 6 of this Amendment No. 2 to Schedule 13D for additional information concerning the Support Agreement. The foregoing summary of the Support Agreement is qualified in its entirety by reference to Exhibit 10.6, which is hereby incorporated by this reference.

This Amendment No. 2 to the Schedule 13D also reports the vesting of various options to purchase shares of Hispanic Class A Common Stock. See Schedule 1 attached hereto.

The reporting persons may acquire additional shares in the open market, in private transactions or otherwise depending on various factors, including general market and industry conditions, and the issuer's financial condition and results of operation.

The reporting persons will continue to review their holdings and the factors set forth above and may consider certain types of transactions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. No such transactions are currently contemplated.

Item 5. Interest in Securities of the Issuer

The information as previously provided is amended as follows:

(a)—(b) On the basis of information contained in the Company's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2002, as of November 1, 2002, the Company has issued and outstanding 80,499,197 shares of Hispanic Class A Common Stock. On the basis of such disclosure, the shares of Hispanic Class A Common Stock which are beneficially owned by the reporting persons and subject to the Voting Agreement comprise 15.79% of the issued and outstanding shares of Hispanic Class A Common Stock. The shares of Hispanic Class A Common Stock held by McHenry T. Tichenor, Jr. outside of the Voting Agreement comprise less than one percent of the issued and outstanding shares of Hispanic Class A Common Stock. Unless otherwise noted, all information set forth herein has been adjusted to reflect a two-for-one stock split effected as a stock dividend on June 15, 2000.

Each reporting person beneficially owns the aggregate number and percentage of Hispanic 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 Hispanic Class A Common Stock beneficially owned by such person as set forth below.

SHARES BENEFICIALLY OWNED

Name	Aggregate Number		Percentage		Sole Voting Power		Shared Voting Power	Sole Dispositive Power
Tichenor, McHenry T., Sr.	12,725,228	⁽¹⁾	15.81	%	12,777	⁽¹⁾	12,712,451	151,342	⁽¹⁾
Tichenor, McHenry T., Jr.	12,940,100	⁽²⁾	16.03	%	227,649	⁽²⁾	12,712,451	3,286,317	⁽²⁾
U.S. Bank N.A. (f/k/a Colorado National Bank), as Trustee of the David T. Tichenor Trust	0		0		0		0	0
First National Bank of Fort Collins, as Trustee of the David T. Tichenor Trust	12,712,451		15.79	%	0		12,712,451	1,067,136
Tichenor, McHenry T., Jr., as Trustee pursuant to a Voting Trust Agreement	0		0		0		0	0
Tichenor, Warren W.	12,818,869	⁽³⁾	15.92	%	106,418	⁽³⁾	12,712,451	4,465,054	⁽³⁾
Tichenor, William E.	12,712,451		15.79	%	0		12,712,451	1,407,314
Tichenor, Jean T., Individually and as Trustee of The Jean Tichenor Family Trust	12,712,451		15.79	%	0		12,712,451	2,307,394
HEF Investors Limited Partnership	12,712,451		15.79	%	0		12,712,451	374,738
Tichenor, McHenry T., Jr., as Trustee of the Genevieve Beryl Tichenor Trust	47,552		*		47,552		0	47,552

*: Represents less than one percent (1%).
(1): Includes 11,135 shares which may be acquired pursuant to the exercise of options within the next 60 days and 1,642 shares held in an employee stock purchase plan.
(2): Includes 210,334 shares which may be acquired pursuant to the exercise of options within the next 60 days and 1,315 shares held in an employee stock purchase plan.
(3): Excludes 13,686 shares held by Rhonda S. Tichenor, beneficial ownership of which is disclaimed by Warren Tichenor, her spouse. See discussion under Item 3.

(c) The transactions of the reporting persons with respect to shares of Hispanic Class A Common Stock in the last 60 days are set forth on the attached Schedule 1, which Schedule is incorporated herein by this reference.

(d) None.

(e) On or about April 2000, U.S. Bank N.A. (f/k/a Colorado National Bank), as trustee of the David T. Tichenor Trust, transferred 613,568 shares of Hispanic Class A Common Stock to First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust. As a result, U.S. Bank N.A. (f/k/a Colorado National Bank), solely in its capacity as trustee of the David T. Tichenor Trust, ceased to beneficially own more than 5% of shares of Hispanic Class A Common Stock (and in fact now owns zero shares).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Security of the Issuer

The information as previously provided is amended as follows:

On December 1, 1998, the Company (formerly known as Heftel Broadcasting Corporation), McHenry T. Tichenor, Jr., U.S. Bank N.A., as trustee of the David T. Tichenor Trust (the predecessor

trustee to First National Bank of Fort Collins), Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor (formerly known as Jean T. Russell), Clear Channel Communications, a Texas corporation, and Clear Channel Radio, a Nevada corporation, entered into the Amended and Restated Stockholders Agreement (the "First Amendment") which amended the Stockholders Agreement dated February 14, 1997 (the "Original Agreement"). The First Amendment deleted Prime II Management, L.P., Prime Com, L.P., Alta Subordinated Debt Partners III, L.P. and Messrs Ricardo A. del Castillo, Jeffrey T. Hinson, David D. Lykes and McHenry T. Tichenor, Sr. from their obligations under the Original Agreement and added a provision that would allow a Tichenor Stockholder (as that terms is defined in the First Amendment) or a Clear Channel Stockholder (as that term is defined in the First Amendment) to transfer to a lender in a margin call up to 25% and 50%, respectively, of the number of shares (as adjusted for splits and stock dividends) of Company common stock owned by such Tichenor Stockholder or Clear Channel Stockholder as of the effective time of the Merger (as that term is defined in the First Amendment). The foregoing summary of the Amendment is qualified in its entirety by reference to Exhibit 10.7, which is hereby incorporated by this reference.

On March 1, 2001, the Company (formerly known as Heftel Broadcasting Corporation), McHenry T. Tichenor, Jr., McHenry T. Tichenor, Sr., First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor, Jean Tichenor, Clear Channel Communications, Inc., a Texas corporation, and Clear Channel Radio, Inc., a Nevada corporation, entered into the Amendment to Amended and Restated Stockholders Agreement (the "Second Amendment"). The Second Amendment changed the percent of Hispanic Class A Common Stock owned by a Tichenor Stockholder that such Tichenor Stockholder may transfer in a Margin Call to a lender from 25% to 50%. The foregoing summary of the Second Amendment is qualified in its entirety by reference to Exhibit 10.8 which is hereby incorporated by this reference.

On June 11, 2002, McHenry T. Tichenor, Jr., Warren W. Tichenor, William E. Tichenor, and Jean T. Tichenor along with Univision Communications Inc., a Delaware corporation, Univision Acquisition Corporation, a Delaware Corporation, and Clear Channel Communications, Inc., entered into the Support Agreement which governs the number of shares of Hispanic Class A Common Stock the above named members of the Tichenor Family (as defined in the Support Agreement) may transfer (each may transfer 100,000 shares in any 12 month period; and Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor may collectively transfer up to 4,000,000 shares to a lender in satisfaction of any obligation related to a bona fide pledge to secure financing) until the Merger Agreement terminates or at the Effective Time (as that term is defined in the Merger Agreement). (By letter dated September 26, 2002, Univision Communications, Inc. consented to the sale of an additional 130,000 shares of Hispanic Class A Common Stock by William E. Tichenor.) Also, under the Support Agreement, the above named members of the Tichenor Family are obligated to vote in favor of the Merger Agreement and against any action that would impede with or interfere with the Merger Agreement. See Item 4 of this Amendment No. 2 to Schedule 13D for additional information concerning the Support Agreement. The foregoing summary of the Support Agreement is qualified in its entirety by reference to Exhibit 10.6, which is hereby incorporated by this reference.

The Company granted McHenry T. Tichenor, Sr. and McHenry T. Tichenor, Jr. the options set forth on the attached Schedule 2, which Schedule is incorporated herein by this reference.

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 herein 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 herein by reference to Exhibit 2.5.11 to the Company's Registration Statement on Form S-4 (Reg. No. 333-19713)).
Exhibit 10.4		First Amendment to Registration Rights Agreement among the Company, McHenry T. Tichenor, Sr., McHenry T. Tichenor, Jr., the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor, Jean T. Russell, Jeffrey T. Hinson, and David Lykes, dated December 19, 1997 (previously filed as Exhibit 10.1 to Amendment No. 1 to Schedule 13D).
Exhibit 10.5		Agreement and Plan of Reorganization by and among Univision Communications Inc., a Delaware corporation, Univision Acquisition Corporation, a Delaware corporation, and Hispanic Broadcasting Corporation, a Delaware corporation, dated June 11, 2002 (incorporated herein by this reference to Exhibit 2.1 to the Form 8-K filed by Univision Communications Inc., dated June 12, 2002).
Exhibit 10.6		HBC Stockholder Support Agreement by and among Univision Communications Inc., a Delaware corporation, Univision Acquisition Corporation, a Delaware corporation, Clear Channel Communication Inc., a Texas corporation, McHenry T. Tichenor, Jr., Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor, dated June 11, 2002 (incorporated herein by this reference to Exhibit 2.3 to the Form 8-K filed by Univision Communications Inc., dated June 12, 2002).
Exhibit 10.7		Amended and Restated Stockholders Agreement by and among Hispanic Broadcasting Corporation, a Delaware corporation (f/k/a Heftel Broadcasting Corporation), Clear Channel Communications, Inc., a Texas Corporation, Clear Channel Radio, Inc., a Nevada corporation, McHenry T. Tichenor, Jr., U.S. Bank, as trustee of the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor and Jean T. Tichenor (f/k/a Jean T. Russell), dated December 1, 1998 (filed herewith).
Exhibit 10.8		Amendment to Amended and Restated Stockholders Agreement by and among Hispanic Broadcasting Corporation, a Delaware corporation (f/k/a Heftel Broadcasting Corporation), Clear Channel Communications, Inc., a Texas corporation, Clear Channel Radio, Inc., a Nevada corporation, McHenry T. Tichenor, Jr., McHenry T. Tichenor, Sr., First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor and Jean Tichenor, dated March 1, 2001 (filed herewith).
Exhibit 24.1		Power of Attorney of Warren W. Tichenor (previously filed as Exhibit 24.1 to Schedule 13D).
Exhibit 24.2		Power of Attorney of William E. Tichenor (previously filed as Exhibit 24.2 to Schedule 13D).

Exhibit 24.3		Power of Attorney of McHenry T. Tichenor, Sr. (previously filed as Exhibit 24.4 to Amendment No. 1 to Schedule 13D).
Exhibit 24.4		Power of Attorney of Jean T. Tichenor (filed herewith).
Exhibit 24.5		Power of Attorney of First National Bank of Fort Collins (filed herewith).
Exhibit 24.6		Power of Attorney of HEF Investors Limited Partnership (filed herewith).
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 (previously filed as Exhibit 99.1 to Schedule 13D).
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 herein by reference to Exhibit 2.5.10 to the Company's Registration Statement on Form S-4 (Reg. No. 333-19713)).
Exhibit 99.3		Agreement Among Filing Parties among McHenry T. Tichenor, Sr., McHenry T. Tichenor, Jr., McHenry T. Tichenor, Jr., as Custodian for David T. Tichenor, the Colorado National Bank, as trustee of the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor, and Jean T. Russell, dated February 2, 1998 (previously filed as Exhibit 99.1 to Amendment No. 1 to Schedule 13D).
Exhibit 99.4		Agreement Among Filing Parties among McHenry T. Tichenor, Sr., McHenry T. Tichenor, Jr., First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust, Warren W. Tichenor, William E. Tichenor, Jean T. Tichenor, individually and as trustee of The Jean Tichenor Family Trust dated February 24, 1998, as amended, and HEF Investors Limited Partnership, dated November 19, 2002 (filed herewith).

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: November 19, 2002

		/s/ McHenry T. Tichenor, Sr. McHenry T. Tichenor, Sr.

		/s/ McHenry T. Tichenor, Jr. McHenry T. Tichenor, Jr.

		The David T. Tichenor Trust
		By: First National Bank of Fort Collins, as trustee
				By: /s/ Jack Wolfe Jack Wolfe Senior Vice President
		U.S. Bank N.A.
				By: /s/ J.T. Garcia, Jr. J.T. Garcia, Jr. Vice President
		/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. Tichenor Jean T. Tichenor
		/s/ Jean T. Tichenor Jean T. Tichenor, as trustee of the Jean T. Tichenor Family Trust Dated February 24, 1998, as Amended

		HEF Investors Limited Partnership
		General Partner: JSC Tich Investments LLC
		/s/ Jean T. Tichenor By its member, Jean T. Tichenor, as trustee of The Jean T. Tichenor Family Trust Dated February 24, 1998, as Amended
		/s/ McHenry T. Tichenor, Jr. McHenry T. Tichenor, Jr., as trustee of the Genevieve Beryl Tichenor Trust
		/s/ McHenry T. Tichenor, Jr. McHenry T. Tichenor, Jr. Attorney-in-Fact

SCHEDULE 1

CERTAIN INFORMATION REGARDING TRANSACTIONS OF FILING PARTIES

NAME OF FILING PERSON	DATE OF TRANSACTION	NATURE OF TRANSACTION	NUMBER OF SHARES	PRICE PER SHARE
McHenry T. Tichenor, Jr.	05/15/02	Vesting of options	7,000	21.520	*
McHenry T. Tichenor, Jr.	05/25/02	Vesting of options	12,000	32.938	*
McHenry T. Tichenor, Jr.	06/04/02	Vesting of options	12,000	18.125	*
McHenry T. Tichenor, Jr.	06/06/02	Vesting of options	26,666	11.750	*
McHenry T. Tichenor, Sr.	05/15/02	Vesting of options	1,200	21.520	*
McHenry T. Tichenor, Sr.	05/25/02	Vesting of options	1,200	32.938	*
McHenry T. Tichenor, Sr.	06/04/02	Vesting of options	1,333	18.125	*
McHenry T. Tichenor, Sr.	06/06/02	Vesting of options	3,334	11.75	*
William E. Tichenor	10/01/02	Sale on open market	25,000	19.00
William E. Tichenor	10/02/02	Sale on open market	10,000	19.61
William E. Tichenor	10/02/02	Sale on open market	15,000	20.0151
William E. Tichenor	10/15/02	Sale on open market	25,000	20.3666
William E. Tichenor	10/17/02	Sale on open market	25,000	21.0008

*: Exercise price of the option shares.

SCHEDULE 2

OPTIONS GRANTED BY THE COMPANY TO THE FILING PARTIES

	Derivative Securities
Insider/Derivative Security	Date Exercisable		Expiration Date	Title of Underlying Securities	Number of Underlying Securities		Exercise Price
McHenry T. Tichenor, Jr.	(1	)	6/6/07	Class A Common Stock	80,000		$	11.750
	(2	)	6/4/08	Class A Common Stock	36,000		$	18.125
	(3	)	3/23/09	Class A Common Stock	40,000		$	20.967
	(4	)	5/25/10	Class A Common Stock	60,000		$	32.938
	(5	)	10/13/10	Class A Common Stock	30,000		$	20.563
	(6	)	5/15/11	Class A Common Stock	35,000		$	21.520
	(7	)	4/2/12	Class A Common Stock	100,000		$	28.02
	(8	)	6/4/12	Class A Common Stock	50,000		$	24.000
McHenry T. Tichenor, Sr.
	(1	)	6/6/07	Class A Common Stock	3,334	*	$	11.75
	(2	)	6/4/08	Class A Common Stock	2,667	**	$	18.125
	(3	)	3/23/09	Class A Common Stock	5,000		$	20.967
	(4	)	5/25/10	Class A Common Stock	6,000		$	32.938
	(5	)	10/13/10	Class A Common Stock	4,800	***	$	20.563
	(6	)	5/15/11	Class A Common Stock	6,000		$	21.520
	(8	)	6/4/12	Class A Common Stock	6,000		$	24.000

*: Portion of the original grant of 10,000 options has been exercised.
**: Portion of the original grant of 4,000 options has been exercised.
***: Portion of the original grant of 6,000 options has been exercised.
(1): The options were granted on June 6, 1997 and vest ¹/3 at the end of years 3, 4 and 5.
(2): The options were granted on June 4, 1998 and vest ¹/3 at the end of years 3, 4 and 5.
(3): The options were granted on March 23, 1999 and vest ¹/3 at the end of years 3, 4 and 5.
(4): The options were granted on May 25, 2000 and vest ¹/5 at the end of years 1, 2, 3, 4 and 5.
(5): The options were granted on October 13, 2000 and vest ¹/5 at the end of years 1, 2, 3, 4 and 5.
(6): The options were granted on May 15, 2001 and vest ¹/5 at the end of years 1, 2, 3, 4 and 5.
(7): The options were granted on April 2, 2002 and vest ¹/2 immediately and ¹/6 at the end of years 1,2 and 3.
(8): The options were granted on June 4, 2002 and vest ¹/5 at the end of years 1, 2, 3, 4 and 5.

QuickLinks

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

SHARES BENEFICIALLY OWNED

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Security of the Issuer

Item 7. Material to Be Filed as Exhibits

SCHEDULE 1 CERTAIN INFORMATION REGARDING TRANSACTIONS OF FILING PARTIES
SCHEDULE 2 OPTIONS GRANTED BY THE COMPANY TO THE FILING PARTIES
EX-10.7 3 a2092142zex-10_7.htm EXHIBIT 10.7
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.7

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "Agreement") is entered into and effective as of December 1, 1998 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 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. The parties hereto are parties to that certain Stockholders Agreement dated as of February 14, 1997 (the "Original Agreement").

B. Prime II Management, L.P., PrimeComm, L.P. and Alta Subordinated Debt Partners III, L.P. were each parties to the Original Agreement and as of the date hereof have performed all of their obligations under the Original Agreement and therefor are not parties to this Agreement.

C. Ricardo A. del Castillo, Jeffrey Hinson, David Lykes and McHenry T. Tichenor, Sr. were each parties to the Original Agreement but are not parties to this Agreement because each of them beneficially owns Common Stock representing less than one percent of the total number of shares of Common Stock outstanding as of the date of this Agreement.

D. The Company and the Stockholders desire to amend and restate the Original Agreement in its entirety to (i) delete Prime II Management, L.P., PrimeComm, L.P., Alta Subordinated Debt Partners III, L.P., and Messrs. del Castillo, Hinson, Lykes and Tichenor, (ii) 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 (iii) 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.

"CCC" means Clear Channel Communications, Inc., a Texas corporation.

"CCR" means Clear Channel Radio, Inc., a Nevada corporation.

"Class A Common Stock" means shares of the Class A Common Stock, par value $.001 per share, of the Company.

"Class B Common Stock" means shares of the Class B Common Stock, par value $.001 per share, of the Company.

"Clear Channel Registration Rights Agreement" means that certain Registration Rights Agreement dated as of February 14, 1997, 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 time 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.

"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 of the Merger (as set forth on the signature pages hereto (reflecting the Company's 100% stock dividend of December 1, 1997), and as adjusted for any further stock 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, (e) a Transfer in response to a tender or exchange offer for all of the outstanding Common Stock of the Company or (f) one or more Transfers by a Stockholder pursuant to a bona fide gift to any charitable trust, foundation or other charitable or non-profit organization or entity 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 of the Merger (as adjusted for any stock splits, stock dividends payable in Common Stock or securities exercisable or exchangeable for Common Stock, or reverse stock splits).

"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.

"Margin Call" means a Transfer of Covered Shares pledged to a lender in connection with a Permitted Transfer, which Transfer is required by the lender pursuant to an exercise of the lender's rights and remedies under the applicable loan documents or applicable law.

"Merger" means the merger of a subsidiary of the Company with and into TMS on February 14, 1997, pursuant to which TMS became a wholly-owned subsidiary of the Company.

"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 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 charitable or non-profit 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.

"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.

"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, as amended, and the rules and regulations thereunder, 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 dated as of February 14, 1997 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.

"TMS" means Tichenor Media System, Inc., a Texas corporation and a wholly-owned subsidiary of the Company.

"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;

(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, other than such violations, conflicts, breaches and defaults which individually or in the aggregate would not affect the Stockholder's ability to perform its obligations hereunder.

(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 transactions 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.

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. 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 February 14, 1999.

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 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 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 or 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 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. Clear Channel Stockholders will not be entitled to participate in a Participation Offer made by any other Clear Channel Stockholder. The provisions of this Section 2.4 shall not apply to any Third Party Sales of 100,000 Covered Shares or less in the aggregate in any 90-day period that are made at then current market prices in a "broker's transaction" as defined in Section 4(4) of the Securities Act.

2.5 Conversion of 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 is 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 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 beneficially own shares of Common Stock in an amount equal to or greater than one percent of the number of shares of Common Stock then outstanding shall cease to be a Stockholder and shall have no further rights and shall be released from all obligations under this Agreement.

ARTICLE IV

MISCELLANEOUS

4.1 Margin Transactions. Notwithstanding any provisions of this Agreement to the contrary, the following Transfers shall not be subject to the provisions of Sections 2.3 and 2.4:

(a) A Transfer in a Margin Call of Common Stock owned by any Tichenor Stockholder in an amount of up to 25% of the number of shares of Common Stock owned by such Tichenor Stockholder as of the effective time of the Merger (as set forth on the signature pages hereto (which number reflects the Company's one for one stock dividend of December 1, 1997), and as adjusted for any stock splits, stock dividends payable in Common Stock or securities exercisable or exchangeable for Common Stock, or reverse stock splits).

(b) A Transfer in a Margin Call of Common Stock owned by any Clear Channel Stockholder; provided, that, immediately after such transfer, the transferee of such shares of Common Stock does not beneficially own more than 50% of the number of shares of Common Stock collectively owned by the Clear Channel Stockholders as of the effective time of the Merger (as set forth on the signature pages hereto (which number reflects the Company's one for one stock dividend of December 1, 1997), and as adjusted for any stock splits, stock dividends payable in Common Stock or securities exercisable or exchangeable for Common Stock, or reverse stock splits).

4.2 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.

4.3 Specific Performance. The Stockholders and the Company recognize that the obligations imposed on 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.

4.4 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 heirs, legatees, legal representatives, 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 4.4 shall be void and of no force and effect.

4.5 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.

4.6 Legend. (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 THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 1, 1998, A 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 legend (a "Restriction") shall cease and terminate as to any particular shares of Common Stock when: (i) in the opinion of the Company and counsel reasonably satisfactory to the Company (which opinion shall be delivered to the Company in writing), such Restriction is no longer required under the provisions hereof; or (ii) such shares of Common Stock are Transferred in a Margin Call exempted from the provisions of Sections 2.3 and 2.4 by Section 4.1. 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.

4.7 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) no longer owns any shares of Common Stock.

4.8 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.

4.9 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.

4.10 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.

4.11 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.

4.12 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.

4.13 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.

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/ MCHENRY T. TICHENOR, JR.
	Name:	McHenry T. Tichenor, Jr.
	Title:	Chief Executive Office
260,828 shares of Class B Common Stock	CLEAR CHANNEL COMMUNICATIONS, INC.
	By:	/s/ RANDALL MAYS
	Name:	Randall Mays
	Title:	CFO
13,895,642 shares of Class B Common Stock	CLEAR CHANNEL RADIO, INC.
	By:	/s/ RANDALL MAYS
	Name:	Randall Mays
	Title:	CFO
	/s/ MCHENRY T. TICHENOR, JR.
1,918,798 shares of Class A Common Stock	McHenry T. Tichenor, Jr.
809,020 shares of Class A Common Stock	U.S. BANK, TRUSTEE OF THE DAVID T. TICHENOR TRUST
	By:	/s/ CRAIG MCGARRY
	Name:	Craig McGarry
	Title:	Sr. VP
	/s/ WARREN W. TICHENOR
2,180,314 shares of Class A Common Stock	Warren W. Tichenor
	/s/ WILLIAM E. TICHENOR
1,917,098 shares of Class A Common Stock	William E. Tichenor
	/s/ JEAN T. RUSSELL
1,828,112 shares of Class A Common Stock	Jean T. Russell

QuickLinks

EXHIBIT 10.7

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
ARTICLE I GENERAL PROVISIONS; REPRESENTATIONS AND WARRANTIES
ARTICLE II TRANSFERS OF SECURITIES
ARTICLE III TERMINATION
ARTICLE IV MISCELLANEOUS
EX-10.8 4 a2092142zex-10_8.htm EXHIBIT 10.8
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.8

AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This Amendment to the Amended and Restated Stockholders Agreement (the "Amendment") is entered into and effective as of March 1, 2001, by and among Hispanic Broadcasting Corporation (formerly known as Heftel Broadcasting 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 in the Agreement, as hereinafter defined). The stockholders listed on the signature pages hereto are hereinafter individually referred to as a "Stockholder" and collectively as the "Stockholders". Capitalized terms used in this Amendment shall have the same meaning as corresponding capitalized terms in the Agreement.

RECITALS:

A. The Company and each of the Stockholders entered into that certain Amended and Restated Stockholders Agreement dated as of December 1, 1998 (the "Agreement").

B. Under the Agreement, the parties agreed, among other things, that a Transfer in a Margin Call of Common Stock owned by any Tichenor Stockholder in an amount of up to 25% of the number of shares of Common Stock owned by such Tichenor Stockholder as of the effective time of the Merger would not be subject to the provisions of Sections 2.3 and 2.4 of the Agreement.

C. The parties hereto now desire to amend the Agreement to increase the amount of Common Stock which a Tichenor Stockholder may transfer in a Margin Call and not be subject to the provisions of Section 2.3 and 2.4 of the Agreement.

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:

AGREEMENT:

1. Section 4.1(a) of the Agreement shall be amended to read in its entirety as follows:

"(a) A Transfer in a Margin Call of Common Stock owned by any Tichenor Stockholder in an amount of up to 50% of the number of shares of Common Stock owned by such Tichenor Stockholder as of the effective time of the Merger (as set forth on the signature pages here (which number reflects the Company's one for one stock dividend as of December 1, 1997), and as adjusted for any stock splits, stock dividends payable in Common Stock or securities exercisable or exchangeable for Common Stock, or reverse stock splits)."

2. 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.

3. Except as expressly modified by the terms and provisions hereof, each and every term and provision of the Agreement are hereby ratified and shall remain in full force and effect and each of the parties hereto covenants to observe, comply with and perform each of the terms and provisions of the Agreement as modified hereby; provided, however, that any reference to the Agreement shall be deemed, from and after the date hereof, to refer to the Agreement as modified hereby.

4. 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.

Executed as of the date first written above.

		HISPANIC BROADCASTING CORPORATION
		By:	/s/ MCHENRY T. TICHENOR, JR.
		Name:	McHenry T. Tichenor, Jr.
		Title:	Chief Executive Officer

		CLEAR CHANNEL COMMUNICATIONS, INC.
		By:	/s/ RANDALL MAYS
		Name:	Randall Mays
		Title:	Chief Financial Officer

		CLEAR CHANNEL RADIO, INC.
		By:	/s/ RANDALL MAYS
		Name:	Randall Mays
		Title:	Chief Financial Officer

		McHenry T. Tichenor, Jr.
		By:	/s/ MCHENRY T. TICHENOR, JR.
		Name:	McHenry T. Tichenor, Jr.
		Title:

		McHenry T. Tichenor, Sr.
		By:	/s/ MCHENRY T. TICHENOR, SR.
		Name:	McHenry T. Tichenor, Jr.
		Title:	Director

		FIRST NATIONAL BANK OF FORT COLLINS, TRUSTEE OF THE DAVID T. TICHENOR TRUST
		By:	/s/ BARBARA L. MENEELY
		Name:	Barbara L. Meneely
		Title:	Vice President

		WARREN W. TICHENOR
		By:	/s/ WARREN W. TICHENOR
		Name:	Warren W. Tichenor
		Title:

		WILLIAM E. TICHENOR
		By:	/s/ WILLIAM E. TICHENOR
		Name:	William E. Tichenor
		Title:

		JEAN TICHENOR
		By:	/s/ JEAN TICHENOR
		Name:	Jean Tichenor
		Title:

QuickLinks

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
EX-24.4 5 a2092142zex-24_4.htm EXHIBIT 24.4
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 24.4

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 Exchange Commission (the "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 19th day of November, 2002.

		/s/ JEAN T. TICHENOR Jean T. Tichenor
		/s/ JEAN T. TICHENOR By: Jean T. Tichenor, as trustee of The Jean Tichenor Family Trust Dated February 24, 1998, as Amended

QuickLinks

EXHIBIT 24.4 POWER OF ATTORNEY
EX-24.5 6 a2092142zex-24_5.htm EXHIBIT 24.5
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 24.5

POWER OF ATTORNEY

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 Exchange Commission (the "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 19th day of November, 2002.

		First National Bank of Fort Collins
		By:	/s/ JACK WOLFE Jack Wolfe Senior Vice President

QuickLinks

EXHIBIT 24.5 POWER OF ATTORNEY
EX-24.6 7 a2092142zex-24_6.htm EXHIBIT 24.6
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 24.6

POWER OF ATTORNEY

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 Exchange Commission (the "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 19th day of November, 2002.

		HEF Investors Limited Partnership
		General Partner: JSC Tich Investments LLC
		/s/ JEAN T. TICHENOR By its member, Jean T. Tichenor, as trustee of The Jean Tichenor Family Trust Dated February 24, 1998, as Amended

QuickLinks

EXHIBIT 24.6 POWER OF ATTORNEY
EX-99.4 8 a2092142zex-99_4.htm EXHIBIT 99.4
QuickLinks -- Click here to rapidly navigate through this document

Hispanic Broadcasting Corporation
CUSIP No. 43357B104

Exhibit 99.4

AGREEMENT AMONG FILING PARTIES

THIS AGREEMENT is made and entered into on November 19, 2002, by and among McHenry T. Tichenor, Sr.; McHenry T. Tichenor, Jr., individually, and as trustee pursuant to a Voting Trust Agreement and as trustee of the Genevieve Beryl Tichenor Trust; U.S. Bank N.A. (f/k/a Colorado National Bank); First National Bank of Fort Collins, as trustee of the David T. Tichenor Trust; Warren W. Tichenor; William E. Tichenor; Jean T. Tichenor, individually and as trustee of The Jean Tichenor Family Trust dated February 24, 1998, as amended; and HEF Investors Limited Partnership (collectively referred to herein as the "Filing Parties").

WHEREAS, Rule 13d-1(k)(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 Amendment No. 2 to the Schedule 13D dated February 24, 1997 (the "Amendment") 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 Hispanic Broadcasting Corporation, a Delaware corporation.

2. Each Filing Party acknowledges and agrees that, pursuant to Rule 13d-1(k)(1) under the Act, each Filing Party individually is (i) eligible to use the Schedule 13D and (ii) responsible for the timely filing of the Amendment or any further amendment and for the completeness and accuracy of the information concerning such Filing Party contained in the Amendment or any further amendment. None of the Filing Parties, however, shall be responsible for the completeness or accuracy of information concerning any other Filing Party contained in the Amendment or any further amendment, 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: November 19, 2002

/s/ MCHENRY T. TICHENOR, SR.

McHenry T. Tichenor, Sr.

	/s/ MCHENRY T. TICHENOR, JR. McHenry T. Tichenor, Jr.
	The David T. Tichenor Trust
	By: First National Bank of Fort Collins, as trustee

		By:
			/s/ JACK WOLFE Jack Wolfe Senior Vice President

U.S. Bank N.A.

		By:
			/s/ J.T. GARCIA, JR. J.T. Garcia, Jr. Vice President

	/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. TICHENOR Jean T. Tichenor

/s/ JEAN T. TICHENOR

Jean T. Tichenor, as trustee of The Jean Tichenor Family Trust Dated February 24, 1998, as Amended

		HEF Investors Limited Partnership
		General Partner: JSC Tich Investments LLC
		By:
			/s/ JEAN T. TICHENOR By its member, Jean T. Tichenor, as trustee of The Jean Tichenor Family Trust Dated February 24, 1998, as Amended

/s/ MCHENRY T. TICHENOR, JR.

McHenry T. Tichenor, Jr., as trustee of the Genevieve Beryl Tichenor Trust

QuickLinks

Exhibit 99.4 AGREEMENT AMONG FILING PARTIES
-----END PRIVACY-ENHANCED MESSAGE-----