SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[x] Quarterly report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition period from to
Commission file number 0-24516
HEFTEL BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 99-0113417
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
(214) 525-7700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 14, 1999
- ----- ---------------------------
Class A Common Stock, $.001 Par Value 35,182,719
Class B Non-Voting Common Stock, $.001 Par Value 14,156,470
HEFTEL BROADCASTING CORPORATION
March 31, 1999
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998........................................... 2
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 1999 and 1998...................... 3
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1999 and 1998...................... 4
Notes to Condensed Consolidated Financial Statements ........... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .............................................. 7
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ....................................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 10
Item 6. Exhibits and Reports on Form 8-K .................................. 10
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
HEFTEL BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, December 31,
1999 1998
-------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 20,328,920 $ 10,293,241
Accounts receivable, net 29,276,300 34,309,106
Prepaid expenses and other current assets 1,266,235 456,843
------------- -------------
Total current assets 50,871,455 45,059,190
Property and equipment, at cost, net 33,334,876 33,807,371
Intangible assets, net 642,736,570 646,200,359
Deferred charges and other assets 21,097,438 21,622,079
------------- -------------
Total assets $ 748,040,339 $ 746,688,999
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 24,683,612 $ 27,769,816
Current portion of long-term obligations 122,059 121,052
------------- -------------
Total current liabilities 24,805,671 27,890,868
------------- -------------
Long-term obligations, less current portion 1,523,909 1,547,130
------------- -------------
Deferred income taxes 95,380,353 94,630,353
------------- -------------
Stockholders' equity:
Preferred Stock, cumulative, $.001 par value;
authorized 5,000,000 shares; no shares issued or outstanding - -
Class A Common Stock, $.001 par value; authorized
100,000,000 shares; issued and outstanding
35,182,719 at March 31, 1999 and 35,171,980 at
December 31, 1998 35,182 35,172
Class B Common Stock, convertible, $.001 par value;
authorized 50,000,000 shares; issued and outstanding
14,156,470 shares 14,156 14,156
Additional paid-in capital 665,730,087 665,339,306
Accumulated deficit (39,449,019) (42,767,986)
------------- -------------
Total stockholders' equity 626,330,406 622,620,648
------------- -------------
Total liabilities and stockholders' equity $ 748,040,339 $ 746,688,999
------------- -------------
------------- -------------
See notes to condensed consolidated financial statements.
2
HEFTEL BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
------------------------------
1999 1998
------------------------------
Net revenues $ 37,709,139 $ 31,347,088
Operating expenses 24,051,015 20,136,524
Depreciation and amortization 6,229,693 4,338,556
------------- -------------
Operating income before corporate expenses 7,428,431 6,872,008
Corporate expenses 1,663,141 1,186,734
------------- -------------
Operating income 5,765,290 5,685,274
Interest income (expense), net (139,923) 1,678,162
------------- -------------
Income before income tax 5,625,367 7,363,436
Income tax 2,306,400 3,019,018
------------- -------------
Net income $ 3,318,967 $ 4,344,418
------------- -------------
------------- -------------
Net income per common share - basic
and diluted $ 0.07 $ 0.09
------------- -------------
------------- -------------
Weighted average common shares outstanding:
Basic 49,338,831 48,109,168
Diluted 49,729,084 48,462,844
See notes to condensed consolidated financial statements.
3
HEFTEL BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
------------------------------
1999 1998
------------- -------------
Cash flows from operating activities:
Net income $ 3,318,967 $ 4,344,418
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for bad debts 468,628 368,949
Depreciation and amortization 6,229,693 4,338,556
Deferred income taxes 750,000 500,000
Other 56,589 (16,694)
Changes in operating assets and liabilities 668,581 4,166,995
------------ -------------
Net cash provided by operating activities 11,492,458 13,702,224
------------ -------------
Cash flows from investing activities:
Property and equipment acquisitions (1,074,350) (518,894)
Dispositions of property and equipment 11,846 104,813
Additions to intangible assets (4,822) (102,888)
Increase in deferred charges and other assets (758,030) (56,095)
Acquisitions of radio stations - (1,698,088)
------------ -------------
Net cash used in investing activities (1,825,356) (2,271,152)
------------ -------------
Cash flows from financing activities:
Payments on long-term obligations (22,214) (12,170,457)
Proceeds from stock issuances 390,791 205,662,235
------------ -------------
Net cash provided by financing activities 368,577 193,491,778
------------ -------------
Net increase in cash and cash equivalents 10,035,679 204,922,850
Cash and cash equivalents at beginning of period 10,293,241 6,553,271
------------ -------------
Cash and cash equivalents at end of period $ 20,328,920 $ 211,476,121
------------ -------------
------------ -------------
See notes to condensed consolidated financial statements.
4
HEFTEL BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Heftel Broadcasting Corporation and subsidiaries (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the disclosures required by generally accepted
accounting principles. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months
ended March 31, 1999 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1999. For further information,
refer to the consolidated financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), REPORTING
COMPREHENSIVE INCOME. SFAS 130 requires the reporting of comprehensive
income in financial statements by all entities that provide a full set of
financial statements. The Company's net income is the same as its
comprehensive income and no additional disclosures are necessary.
2. ACQUISITIONS AND DISPOSITIONS
1999 ACQUISITIONS
On March 1, 1999, the Company entered into an asset purchase
agreement to acquire the assets of KISF(FM), serving the Las Vegas market,
for $20.3 million (the "KISF(FM) Acquisition"). The KISF(FM) Acquisition
closed on April 30, 1999. The asset acquisition was financed with a borrowing
from the Company's $300.0 million revolving credit facility (the "Credit
Facility") and cash generated from operations. Immediately after closing,
the station's programming was converted to a Spanish language format.
On January 27, 1999, the Company entered into an asset purchase
agreement to acquire the assets of KHOT(FM), serving the Phoenix market, for
$18.3 million (the "KHOT(FM) Acquistion"). The KHOT(FM) Acquisition closed
on April 5, 1999. The asset acquisition was made with cash generated from
operations. Immediately after closing, the station's programming was
converted to a Spanish language format. The Company is in the process of
building out new studios and office space in Phoenix. The anticipated
capital costs will approximate $0.5 million.
PENDING TRANSACTIONS
On April 14, 1999, the Company entered into a letter of intent with
Z-Spanish Media Corporation ("Z"), the fourth largest Spanish radio operator
in the United States, to purchase approximately 4.1% of Z's fully diluted
shares of common stock for $6.0 million. The Company will also be granted an
option to purchase additional shares of Z common stock that, if exercised,
would increase the Company's ownership to approximately 10.1%. Z has the
right, under certain conditions, to require the Company to purchase
additional shares of Z common stock for approximately $4.8 million.
Additionally, the Company has agreed to exchange the assets of KRTX(FM), a
radio station serving Houston, Texas for the assets of KLNZ(FM), a radio
station owned by Z serving Phoenix, Arizona. Consummation of the investment
in Z common stock and the asset exchange is subject to a number of
conditions, including approval by the FCC
5
of the transfer of the FCC licenses. The Z common stock investment will be
financed with a borrowing from the Credit Facility.
On January 2, 1997, the Company acquired an option to purchase all
of the assets used in connection with the operation of KSCA(FM), Glendale,
California (the "KSCA Option"). In connection with the acquisition of the
KSCA Option, the Company began providing programming to KSCA(FM) under a time
brokerage agreement on February 5, 1997. The KSCA Option, which is
exercisable only upon the death of Gene Autry, the indirect principal
stockholder of the seller, had an initial term which expired on December 31,
1997. The KSCA Option was renewable for additional one-year terms during the
lifetime of Mr. Autry upon payment by the Company of $3.0 million on or
before the then scheduled expiration date of the KSCA Option. On February
4, 1997, the Company made an initial payment of $10.0 million, as required
under the option agreement. On December 29, 1997, the Company renewed the
KSCA Option through December 31, 1998. All such payments will be credited
against the purchase price for the KSCA(FM) assets. The purchase price for
the KSCA(FM) assets is the greater of (a) $112.5 million, or (b) the sum of
(i) $105.0 million, plus (ii) an amount equal to $13,699 per day during the
term of the time brokerage agreement.
Gene Autry died on October 2, 1998, and the Company exercised the
KSCA Option. The closing is expected to occur during the third quarter of
1999. If the acquisition of KSCA(FM) closes on August 1, 1999, the purchase
price for the KSCA(FM) assets will be approximately $117.4 million, and
approximately $104.4 million ($117.4 million less $13.0 million in option
payments credited against the purchase price) will be paid at closing. This
transaction will be financed with a borrowing from the Credit Facility.
Consummation of the purchase is subject to a number of conditions, including
approval by the FCC of the transfer of the FCC licenses.
3. LONG-TERM OBLIGATIONS
The Company's ability to borrow under the Credit Facility is subject
to compliance with certain financial ratios and other conditions set forth
in the Credit Facility. The Credit Facility is secured by the stock of the
Company's subsidiaries. Borrowings under the Credit Facility bear interest at
a rate based on the LIBOR rate plus an applicable margin as determined by
the Company's leverage ratio. The Company has $300.0 million of credit
available, and may elect under the terms of the Credit Facility to increase
the facility by $150.0 million. Availability under the Credit Facility
decreases quarterly commencing September 30, 1999 and ending December 31,
2004.
As of March 31, 1999, the Company had no outstanding balance due on the
Credit Facility. On January 29, 1998, the Company repaid the $12.0 million
outstanding balance on the Credit Facility from the proceeds of the January 1998
secondary public stock offering (the "January 1998 Offering").
4. STOCKHOLDERS' EQUITY
On January 22, 1998, the Company completed the January 1998 Offering,
selling 5,175,000 shares of Class A Common Stock at $39.75 per share, net of
underwriters' discounts and commissions. The net proceeds of the offering were
approximately $205.1 million.
6
The following is a reconciliation of the denominators of the basic and
diluted earnings per share computations:
Three Months Ended March 31,
----------------------------
1999 1998
---------- ----------
Weighted average common shares 49,338,831 48,109,168
Effect of dilutive securities:
Stock options 383,604 347,546
Employee Stock Purchase Plan 6,649 6,130
---------- ----------
Denominator for diluted earnings per
share 49,729,084 48,462,844
---------- ----------
---------- ----------
5. LONG-TERM INCENTIVE PLAN
On May 21, 1997, the stockholders of the Company approved the Heftel
Broadcasting Corporation Long-Term Incentive Plan (the "Incentive Plan"). The
types of awards that may be granted under the Incentive Plan include (a)
incentive stock options, (b) non-qualified stock options, (c) stock
appreciation rights, (d) rights to receive a specified amount of cash or
shares of Class A Common Stock and (e) restricted stock. In addition, the
Incentive Plan provides that directors of the Company may elect to receive
some or all of their annual director compensation in the form of shares of
Class A Common Stock. Subject to certain exceptions set forth in the
Incentive Plan, the aggregate number of shares of Class A Common Stock that
may be the subject of awards under the Incentive Plan at one time shall be an
amount equal to (a) five percent of the total number of shares of Class A
Common Stock outstanding from time to time minus (b) the total number of
shares of Class A Common Stock subject to outstanding awards on the date of
calculation under the Incentive Plan and any other stock-based plan for
employees or directors of the Company (other than the Company's Employee
Stock Purchase Plan). The Company has granted incentive and non-qualified
stock options for 1,408,934 shares of Class A Common Stock to directors and
key employees. The exercise prices range from $16.44 to $48.88 per share and
were equal to the fair market value of the Class A Common Stock on the dates
such options were granted.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The performance of a radio station group is customarily measured by
its ability to generate broadcast cash flow. The two components of broadcast
cash flow are net revenues (gross revenues net of agency commissions) and
operating expenses (excluding depreciation, amortization and corporate
general and administrative expense). The primary source of revenues is the
sale of broadcasting time for advertising. The Company's most significant
operating expenses for purposes of the computation of broadcast cash flow are
employee salaries and commissions, programming expenses, and advertising and
promotion expenses. The Company strives to control these expenses by working
closely with local station management. The Company's revenues vary throughout
the year. As is typical in the radio broadcasting industry, the Company's
first calendar quarter generally produces the lowest revenues. The second
and third quarters generally produce the highest revenues.
Another measure of operating performance is EBITDA. EBITDA consists of
operating income or loss excluding depreciation and amortization.
Broadcast cash flow and EBITDA are not calculated in accordance with
generally accepted accounting principles. These measures should not be
considered in isolation or as substitutes for operating income, cash flows from
operating activities or any other measure for determining the Company's
operating performance or liquidity that is calculated in accordance with
generally accepted accounting
7
principles. Broadcast cash flow and EBITDA do not take into account the
Company's debt service requirements and other commitments and, accordingly,
broadcast cash flow and EBITDA are not necessarily indicative of amounts that
may be available for dividends, reinvestment in the Company's business or
other discretionary uses.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE
THREE MONTHS ENDED MARCH 31,1998
The results of operations for the three months ended March 31, 1999
are not comparable to results of operations for the same period in 1998
primarily due to the start-up of radio stations WCAA(FM) in New York on May
22, 1998 (WPAT(AM) was exchanged for WCAA(FM)), KRTX(AM/FM) in Houston on May
29, 1998, and KLQV(FM) and KLNV(FM) in San Diego on August 10, 1998.
Net revenues increased by $6.4 million or 20.4% to $37.7 million in
the three months ended March 31, 1999 from $31.3 million in the same
quarter of 1998. Net revenues increased for the three months ended March 31,
1999, compared to the same period in 1998 primarily because of revenue growth
of same stations offset somewhat by the loss of revenues generated by
WPAT(AM), which was exchanged in the WCAA(FM) transaction and a decrease in
barter revenue.
Operating expenses increased by $4.0 million, or 19.9% to $24.1
million for the three months ended March 31, 1999 from $20.1 million for the
same period of 1998. Operating expenses increased primarily due to operating
expenses of start-up stations offset somewhat by the elimination of operating
expenses generated by WPAT(AM) which was exchanged in the WCAA(FM)
transaction and a decrease in barter expense.
Operating income before corporate expenses, depreciation and
amortization ("broadcast cash flow")for the three months ended March 31, 1999
increased 22.3% to $13.7 million, compared to $11.2 million, for the three
months ended March 31, 1998.
Corporate expenses increased by $0.5 million, or 41.7% to $1.7 million
for the three months ended March 31, 1999, compared to the same period of 1998.
The increase was primarily due to higher staffing costs of the Company and the
one-time expenses related to the resignation of an executive officer. EBITDA
increased $2.0 million, or 20.0% to $12.0 million for the three months ended
March 31, 1999, compared to the same period of 1998. Depreciation and
amortization for the quarter ended March 31, 1999 increased 44.2% to $6.2
million compared to $4.3 million for the same period in 1998. The increase is
due to radio station acquisitions and capital expenditures.
Interest income, net of interest expense decreased from $1.7 million
for the three months ended March 31, 1998 to $0.1 of interest expense, net of
interest income for the three months ended March 31, 1999. The reduction of
interest income was due to the proceeds of the January 1998 Offering being spent
on the acquisition of radio stations WCAA(FM), KLTN(FM), KLQV(FM) and
KLNV(FM) in 1998.
Federal and state income taxes are being provided at an effective rate
of 41.0% in 1999 and 41.5% in 1998. The decrease in the effective tax rate in
1999 is due to a decrease in the estimated effective state tax rate.
For the three months ended March 31, 1999, the Company's net income
totaled $3.3 million ($0.07 per common share) compared to $4.3 million ($0.09
per common share) in the same period of 1998.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the three months ended
March 31, 1999 was $11.5 million as compared to $13.7 million for the same
period of 1998. Net cash used in investing activities was
8
$1.8 and $2.3 million for the three months ended March 31, 1999 and 1998,
respectively. The $0.5 million decrease from 1998 to 1999 is due to $1.7
million spent in 1998 on radio station acquisitions offset by increases in
1999 for property and equipment acquisitions ($0.5 million) and deferred
charges and other assets ($0.7 million). Net cash provided by financing
activities was $0.4 and $193.5 million for the three months ended March 31,
1999 and 1998, respectively. The $193.1 million decrease from 1998 to 1999
is due to a $205.3 million decrease in proceeds from stock issuances offset
by a $12.2 million decrease in payments on long-term obligations.
Generally, capital expenditures are made with cash provided by
operations. Capital expenditures totaled $1.1 million and $0.5 million for the
three months ended March 31, 1999 and 1998, respectively. The increase in
capital expenditures was due primarily to the office space improvement costs for
New York and the corporate office in Dallas as well as equipment purchased for
HBC Radio Network.
Available cash on hand plus cash flow provided by operations was
sufficient to fund the Company's operations, meet its debt obligations, and
to fund capital expenditures. The Company believes it will have sufficient
cash on hand and cash provided by operations to finance its operations,
satisfy its debt service requirements, and to fund capital expenditures. The
Company regularly reviews potential acquisitions. The Company intends to
finance acquisitions primarily through proceeds from additional borrowings
under the Credit Facility, proceeds from securities offerings, and/or from
cash provided by operations.
YEAR 2000
The Year 2000 problem is the result of computer programs being
written using two digits rather than four to define the applicable year.
Programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in system failures
or miscalculations.
The Company has been replacing its software and hardware as part of
its long-term technological plans. The new software being implemented
functions properly with respect to dates in the year 2000 and thereafter.
All software used in the accounting system is in the process of
being replaced. The key software components used in the accounting system
are the general ledger and traffic system. The general ledger is used to
record all transactional activity whereas the traffic system is used to
record the airing of commercials, perform billing and maintain the accounts
receivable detail. The new general ledger software has been implemented in
thirteen of the fourteen locations in which the Company operates. The one
remaining location will implement the new general ledger software by June 1,
1999. Ten of the thirteen radio station markets in which the Company operates
have implemented the new traffic software. The three remaining radio station
markets will implement the new traffic software at or around September 1999.
The Company is in the process of reviewing the hardware used in its
operations that might be affected by the Year 2000 problem. Hardware testing
for Year 2000 compliance is anticipated to be completed by June 30, 1999.
Inquiries of the Company's top ten customers, vendors and service
providers regarding Year 2000 compliance will be made during 1999.
The Company decided, after the merger with Tichenor Media System,
Inc. in February 1997, to change its general ledger and traffic system
software so all locations would be on the same system. The replacement of the
general ledger and traffic system software was not accelerated due to Year
2000 issues.
The Company does not believe the costs related to the Year 2000
compliance project will be material to its financial position or results of
operations. Unanticipated failures by critical customers,
9
vendors and service providers, as well as the failure by the Company to
execute its own remediation efforts, could have a material adverse effect on
the cost of the Year 2000 project, its completion date, and the Company's
financial position or results of operations. The Company has not yet
established contingency plans in the event of the failure of its system with
regard to Year 2000 compliance or those of its significant customers, vendors
and service providers. Based on its assessment of the Year 2000 issue, the
Company will establish contingency plans, however there is no assurance that
such plans will be adequate to meet the Company's needs in the event of any
disruption in the Company's operations.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report are not based on
historical facts, but are forward looking statements that are based on
numerous assumptions made as of the date of this report. When used in the
preceding and following discussions, the words "believes," "intends,"
"expects," "anticipates" and similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in any of the forward looking statements. Such risks and
uncertainties include, but are not limited to, industry-wide market factors
and regulatory developments affecting the Company's operations, acquisitions
and dispositions of broadcast properties described elsewhere herein, the
financial performance of start-up stations, and efforts by the new management
to integrate its operating philosophies and practices at the station level.
This report should be read in conjunction with the Company's Annual Report on
Form 10-K. The Company disclaims any obligation to update the forward looking
statements in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not have significant market risk exposure since it
does not have any outstanding variable rate debt or derivative financial and
commodity instruments as of March 31, 1999.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various claims and lawsuits, which are
generally incidental to its business. The Company is vigorously contesting
all such matters and believes that their ultimate resolution will not have a
material adverse effect on its consolidated financial position or results of
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Second Amended and Restated Certificate of Incorporation of the Company dated
February 14, 1997 (incorporated by reference to Exhibit 3.1 to the Company's
Form 8-K filed March 3, 1997).
3.2 Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of the Registrant dated June 4, 1998 (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q filed on November 11, 1998).
3.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1, as amended
Reg. No. 33-78370).
10
4.1 Credit Agreement among the Registrant and its subsidiaries, The Chase Manhattan
Bank, as administrative agent, and certain other lenders, dated February 14, 1997
without Exhibits (Schedules omitted) (incorporated by reference to Exhibit 10.5
to the Registrant's Form 8-K filed on March 3, 1997).
10.1 Asset Purchase Agreement, dated April 28, 1999, by and among Golden West
Broadcasters, Jacqueline Autry and Stanley B. Schneider, as co-trustees of the
Autry Qualified Interest Trust, KTNQ/KLVE, Inc., HBC License Corporation and
Heftel Broadcasting Corporation.
10.2 Asset Purchase Agreement dated January 27, 1999, by and between New Century Arizona
LLC, New Century Arizona License Partnership and the Company (incorporated by
reference to Exhibit 10.24 to the Company's Form 10-K for the year ended December 31,
1998).
10.3 Asset Purchase Agreement, dated March 1, 1999, by and between Radio Vision, Inc.,
George E. Tobin and the Company (incorporated by reference to Exhibit 10.25 to the
Company's Form 10-K for the year ended December 31, 1998).
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Heftel Broadcasting Corporation
--------------------------------------
(Registrant)
/s/ Jeffrey T. Hinson
------------------------------------
Jeffrey T. Hinson
Senior Vice President/
Chief Financial Officer
Dated: May 14, 1999
11
Index To Exhibits
-----------------
Exhibit No. Description
----------- -----------
3.1 Second Amended and Restated Certificate of Incorporation of the Company dated
February 14, 1997 (incorporated by reference to Exhibit 3.1 to the Company's
Form 8-K filed March 3, 1997).
3.2 Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of the Registrant dated June 4, 1998 (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q filed on November 11, 1998).
3.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1, as amended
Reg. No. 33-78370).
4.1 Credit Agreement among the Registrant and its subsidiaries, The Chase Manhattan
Bank, as administrative agent, and certain other lenders, dated February 14, 1997
without Exhibits (Schedules omitted) (incorporated by reference to Exhibit 10.5
to the Registrant's Form 8-K filed on March 3, 1997).
10.1 Asset Purchase Agreement, dated April 28, 1999, by and among Golden West
Broadcasters, Jacqueline Autry and Stanley B. Schneider, as co-trustees of the
Autry Qualified Interest Trust, KTNQ/KLVE, Inc., HBC License Corporation and
Heftel Broadcasting Corporation.
10.2 Asset Purchase Agreement dated January 27, 1999, by and between New Century Arizona
LLC, New Century Arizona License Partnership and the Company (incorporated by
reference to Exhibit 10.24 to the Company's Form 10-K for the year ended December 31,
1998).
10.3 Asset Purchase Agreement, dated March 1, 1999, by and between Radio Vision, Inc.,
George E. Tobin and the Company (incorporated by reference to Exhibit 10.25 to the
Company's Form 10-K for the year ended December 31, 1998).
27 Financial Data Schedule
12