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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 12, 2002
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HISPANIC BROADCASTING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-24516 99-0113417
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
3102 OAK LAWN AVENUE 75219
SUITE 215 (Zip code)
DALLAS, TEXAS
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 525-7700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 12, 2002, Hispanic Broadcasting Corporation ("HBC") and
Univision Communications Inc. ("Univision") announced that they had entered
into a definitive merger agreement pursuant to which Univision will acquire
HBC (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement,
Class A common stockholders and Class B common stockholders of HBC will
receive .85 of a share of Univision Class A common stock for each share of
HBC Class A common stock and HBC Class B common stock. If at any time prior
to the effective time of the merger, the Federal Communications Commission
determines that the holders of HBC Class B common stock would have an
attributable interest in Univision following the merger, the holders of HBC
Class B common stock will receive for each share of HBC Class B common stock
...85 of a share of Univision Class B non-voting common stock instead of .85 of
a share of Univision Class A common stock.
The proposed merger is subject to approval by the stockholders of
both companies. In connection with the Merger Agreement, McHenry T.
Tichenor, Jr., Chairman, Chief Executive Officer and President of HBC, and
three other members of the Tichenor family have entered into an agreement to
cause certain shares of HBC Class A common stock held by members of the
Tichenor family and subject to a voting agreement to vote in favor of the
proposed merger transaction. As of April 22, 2002, the members of the
Tichenor family subject to the voting agreement collectively held 12,829,601
shares of HBC's Class A common stock (approximately 16.0% of the outstanding
HBC Class A common stock). In addition, Clear Channel Communications, Inc.
("CC") has entered into an agreement to vote shares of HBC Class B common
stock held by them in favor of the proposed merger transaction. CC holds
28,312,940 shares of HBC's Class B common stock (100% of the outstanding HBC
Class B common stock).
A. Jerrold Perenchio, Chairman of the Board and Chief Executive
Officer of Univision, has entered into an agreement to vote his shares of
Univision Class A common stock and Univision Class P common stock in favor of
the proposed merger transaction. Mr. Perenchio's shares represent
approximately 71.9% of the voting power of all of the outstanding shares of
common stock of Univision.
The proposed merger is intended to qualify as a tax-free
reorganization pursuant to Section 368(a) of the Internal Revenue Code. In
addition to stockholder approval, the closing of the proposed merger is
subject to clearance or expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval of the
Federal Communications Commission, and the satisfaction of other customary
closing conditions.
The foregoing summary is qualified in its entirety by reference to
the Merger Agreement, the press release announcing the proposed merger and
the support agreements, which are attached as exhibits hereto and are
incorporated herein by reference in their entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization, dated June 11, 2002, by
and among Univision Communications Inc., Univision Acquisition
Corporation and Hispanic Broadcasting Corporation.(1)
2.2 Univision Stockholder Support Agreement, dated June 11, 2002, by
and among Univision Communications Inc., Hispanic Broadcasting
Corporation, and A. Jerrold Perenchio.(1)
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2.3 HBC Stockholder Support Agreement, dated June 11, 2002, by and
among Univision Communications Inc., Univision Acquisition
Corporation, and the stockholders listed on Exhibit A thereto.(1)
99.1 Press release dated June 12, 2002.(1)
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(1) Incorporated by reference to Univision Communications Inc. Current
Report on Form 8-K, dated June 12, 2002, File No. 001-12223.
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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.
HISPANIC BROADCASTING CORPORATION
By: /s/ Jeffery T. Hinson
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Name: Jeffery T. Hinson
Title: Senior Vice President/Chief Financial Officer
Date: June 13, 2002
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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2.1 Agreement and Plan of Reorganization, dated June 11, 2002,
by and among Univision Communications Inc., Univision
Acquisition Corporation and Hispanic Broadcasting
Corporation.(1)
2.2 Univision Stockholder Support Agreement, dated June 11, 2002,
by and among Univision Communications Inc., Hispanic
Broadcasting Corporation, and A. Jerrold Perenchio.(1)
2.3 HBC Stockholder Support Agreement, dated June 11, 2002, by and
among Univision Communications Inc., Univision Acquisition
Corporation, and the stockholders listed on Exhibit A
thereto.(1)
99.1 Press release dated June 12, 2002.(1)
</Table>
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(1) Incorporated by reference to Univision Communications Inc. Current
Report on Form 8-K, dated June 12, 2002, File No. 001-12223.
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