<Page>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
HISPANIC BROADCASTING CORPORATION
(Name of Registrant as specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:_________________
(2) Aggregate number of securities tow which transaction
applies:_________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________
(5) Total fee paid:
___________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount Previously Paid:_______________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________
(3) Filing Party:
______________________________________________________________
(4) Date Filed:
______________________________________________________________
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Filed by Hispanic Broadcasting Corporation
pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Hispanic Broadcasting Corporation
Commission File No.: 0-24516
Set forth below is the text of a joint press release issued by Hispanic
Broadcasting Corporation ("HBC") and Univision Communications Inc.
("Univision") on June 12, 2002.
[Univision Logo] [Hispanic Broadcasting Corporation Logo]
FOR IMMEDIATE RELEASE
UNIVISION TO COMBINE WITH HISPANIC BROADCASTING CORPORATION, NATION'S
LEADING SPANISH-LANGUAGE RADIO COMPANY, IN $3.5 BILLION STOCK MERGER
COMBINED COMPANY WILL OWN 50 TELEVISION AND 55 RADIO STATIONS IN
TOP HISPANIC MARKETS
WILL ADD #1 SPANISH-LANGUAGE RADIO BROADCASTER TO #1 SPANISH-
LANGUAGE TV NETWORK,
#1 SPANISH-LANGUAGE CABLE NETWORK, #1 SPANISH-LANGUAGE
TV STATION GROUP,
#1 SPANISH-LANGUAGE ONLINE PORTAL AND #1 LATIN RECORD
LABEL IN THE U.S.
______________________________________________________
LOS ANGELES AND DALLAS, JUNE 12, 2002 - Univision
Communications Inc. (NYSE: UVN), the leading Spanish-language
media company in the United States, and Hispanic Broadcasting
Corporation (NYSE: HSP), the nation's leading Spanish-language
radio broadcasting company, today announced they have entered
into a definitive merger agreement under which Univision will
acquire Hispanic Broadcasting in an all-stock transaction
currently valued at approximately $3.5 billion. The total
enterprise value of the transaction is also $3.5 billion since
Hispanic Broadcasting has essentially no debt.
Under the agreement, each share of Hispanic Broadcasting common
stock will be exchanged for a fixed 0.85 shares of Univision
Class A common stock, representing a premium of approximately
26% to Hispanic Broadcasting's 30-day average share price.
Univision shareholders will have approximately 73.5% and
Hispanic Broadcasting shareholders 26.5% of the combined
company's fully-diluted economic ownership. The transaction is
expected to be tax-free to the shareholders of both companies.
The combination brings together the two leading
Spanish-language media companies to create the premier
broadcasting, marketing and entertainment company serving the
nation's 35 million Hispanics - the fastest-growing segment of
the U.S. population. By adding the leading Spanish-language
radio broadcaster with 55 stations serving the largest Hispanic
markets to Univision -- which already owns the leading U.S.
Spanish-language television broadcast and cable networks,
television station group, record labels and online portal --
the combined company will have a unique ability to
cross-promote its television networks, television and radio
stations, programming and artists. In addition, the
combination will provide national and local advertisers
unprecedented opportunities to efficiently sell products and
services to Hispanics through multiple media platforms.
Based on both companies' latest public guidance, Univision will
have estimated combined pro forma 2002 net revenues, before
potential synergies, of approximately $1.39 billion to $1.44
billion and 2002 EBITDA (earnings before interest, taxes,
depreciation and amortization) of approximately $433 million to
$469 million. Before potential synergies, the transaction is
expected to be accretive to free cash flow per share in the
first full year immediately following the close and beyond.
(more)
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"This transaction, which further expands Univision as the preeminent U.S.
Hispanic media company, represents a tremendous opportunity for shareholders,
advertisers and the many talented employees of both companies," said A.
Jerrold Perenchio, Chairman, President and Chief Executive Officer of
Univision. "Spanish-language radio is rapidly growing with attractive free
cash flow and operating leverage. Univision's entrance into this business
will provide us with revenue enhancement and earnings diversification as well
as significant growth opportunities through coordinated sales and promotional
efforts. In addition, Hispanic Broadcasting has essentially no debt, which
will strengthen Univision's balance sheet. By increasing our penetration in
the top U.S. Hispanic markets with Hispanic Broadcasting's assets - which
include more than half of the 25 top Spanish-language radio stations as well
as the Netmio.com network of Hispanic community-focused bilingual websites --
we are well positioned to further increase our Univision and Galavision
television ratings as well as our Univision.com penetration while
accelerating the growth of our newly launched TeleFutura Television Network
and Univision Music Group through enhanced promotional opportunities."
"We are thrilled to be part of creating the unquestioned leader in Hispanic
media in the U.S. through this strategic and logical transaction," said
McHenry T. Tichenor, Jr., Chairman, President and Chief Executive Officer of
Hispanic Broadcasting. "Univision has a tremendous track record of success,
and we believe that its powerful platform will create new opportunities for
our employees and advertisers. Spanish-language media is still in the early
stage of its growth in the U.S., and by combining with Univision, we will
create a unique, multi-faceted company ideally positioned to take advantage
of the vast opportunities that lie ahead to better serve our listeners and
communities and well as those seeking to market to the U.S. Hispanic
audience."
Upon completion of the transaction, Hispanic Broadcasting Corporation will
become a wholly owned subsidiary of Univision Communications Inc. and will
continue to be based in Dallas. No changes are expected in Hispanic
Broadcasting's management or operations. Tichenor will serve as President
and Chief Executive Officer of the new Univision radio group. In addition,
Tichenor and a designee of Hispanic Broadcasting will join Univision's Board
of Directors, increasing it to 10 members. After the merger, Univision's
Board will include the strength of Perenchio, Tichenor, Venevision (a member
of the Cisneros Group of companies) and Grupo Televisa S.A.
Perenchio continued: "Mac and his family have created the leading
Spanish-language radio franchise with great value and potential, and I look
forward to working with him and his team as they join the Univision family.
Their expertise in the $18 billion radio industry will be invaluable as we
look to strengthen and consolidate our market leadership to create a media
group with an unequalled position in the U.S. Hispanic community."
The acquisition, which has been approved by the Boards of both companies, is
expected to close by year-end, subject to approval by the shareholders of
both companies as well as regulatory approvals and customary closing
conditions. Hispanic Broadcasting's two largest shareholders, the Tichenor
family and Clear Channel Communications Inc., have agreed to vote in favor of
the transaction, as has Mr. Perenchio, Univision's controlling shareholder.
(more)
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UBS Warburg served as financial advisor to Univision Communications, Credit
Suisse First Boston served as financial advisor to Hispanic Broadcasting
Corporation.
CONFERENCE CALL/WEBCAST
Univision and Hispanic Broadcasting management will host a conference call
and webcast to discuss the transaction on WEDNESDAY, JUNE 12, AT 8:30 A.M.
EDT/5:30 A.M. PDT. The conference call can be accessed by dialing
888-298-3419 (within the U.S.) and 952-556-2868 (outside the U.S.). A
playback of the call will be available from 10:00 a.m. EDT on June 12 until
5:00 p.m. EDT on June 19. The playback can be accessed by dialing
888-211-2648 (within the U.S.) or 703-925-2474 (outside the U.S.) and by
entering reservation number: 1951875. The conference call will also be
available online www.vcall.com.
ABOUT HISPANIC BROADCASTING CORPORATION
Hispanic Broadcasting Corporation, the largest Spanish-language radio
broadcaster in the United States, currently owns and operates 55 radio
stations in thirteen of the top fifteen Hispanic markets and reaches 60% of
all U.S. Hispanic homes. The Company also owns and operates a network of
Hispanic community-focused bilingual web sites found at www.netmio.com.
ABOUT UNIVISION COMMUNICATIONS INC.
Univision Communications Inc. (NYSE: UVN) is the premier Spanish-language
media company in the United States. Its operations include: Univision
Network, the most-watched Spanish-language broadcast television network in
the U.S. reaching 97% of U.S. Hispanic households; TeleFutura Network, the
new 24-hour general-interest Spanish-language broadcast television network
reaching 72% of U.S. Hispanic Households; Univision Television Group, which
owns and operates 22 television stations; TeleFutura Television Group which
owns and operates 28 television stations; Galavision, the country's leading
Spanish-language cable network; Univision Music Group, which includes the
Univision Music label, Fonovisa Records label and a 50% interest in Mexican
based Disa Records label as well as Fonomusic and America Musical Publishing
companies; and Univision Online, the premier Internet company in the U.S.
Hispanic market reaching 80% of the nation's Spanish-speaking online audience
at www.univision.com. Univision Communications is headquartered in Los
Angeles, with network operations in Miami and television stations and sales
offices in major cities throughout the United States.
# # #
This press release is for information purposes only and is not intended as an
offer or solicitation with respect to the purchase or sale of any security.
FORWARD-LOOKING STATEMENTS
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, INCLUDING STATEMENTS ABOUT FUTURE FINANCIAL AND OPERATING RESULTS
AND UNIVISION COMMUNICATIONS' ANTICIPATED ACQUISITION OF HISPANIC
BROADCASTING CORPORATION. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT
EXPECTATIONS AND BELIEFS AND ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES
AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. THE PERTINENT RISK
FACTORS FOR EACH COMPANY CAN BE FOUND IN ITS FORM 10-K ON FILE WITH THE SEC.
CONTACTS: FOR UNIVISION FOR HISPANIC BROADCASTING
Investors: Andrew W. Hobson Jeff Hinson
310-556-7690 214-525-7711
Media: Stephanie Pillersdorf
Citigate Sard Verbinnen
212-687-8080
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[Univision Logo] [Hispanic Broadcasting Corporation Logo]
RANK OF MERGED COMPANY'S TELEVISION AND RADIO STATIONS
<Table>
<Caption>
- ---------------------------------------------------------------------------
HISPANIC MARKET TELEVISION RADIO SPANISH-LANGUAGE
DMA STATIONS STATIONS RANK
- ---------------------------------------------------------------------------
1 Los Angeles 2 4FM/1AM #1 TV, #1 Radio
- ---------------------------------------------------------------------------
2 New York 3 1FM/1AM #1 TV, #2 Radio
- ---------------------------------------------------------------------------
3 Miami-Ft. Lauderdale 2 2FM/2AM #1 TV, #1 Radio
- ---------------------------------------------------------------------------
4 Chicago 2 1FM/2AM #1 TV, #2 Radio
- ---------------------------------------------------------------------------
5 Houston 2 6FM/2AM #1 TV, #1 Radio
- ---------------------------------------------------------------------------
6 San Francisco 2 3FM #1 TV, #2 Radio
- ---------------------------------------------------------------------------
7 Dallas-Ft. Worth 2 5FM/2AM #1 TV, #1 Radio
- ---------------------------------------------------------------------------
8 San Antonio 2 4FM/2AM #1 TV, #1 Radio
- ---------------------------------------------------------------------------
9 McAllen-Brownsville -- 2FM/1AM #2 Radio
- ---------------------------------------------------------------------------
10 Phoenix 2 5FM #1 TV, #2 Radio
- ---------------------------------------------------------------------------
11 San Diego -- 2FM #1 Radio
- ---------------------------------------------------------------------------
12 El Paso -- 1FM/2AM #1 Radio
- ---------------------------------------------------------------------------
13 Denver -- --- --
- ---------------------------------------------------------------------------
14 Fresno-Visalia 2 1FM #1 TV
- ---------------------------------------------------------------------------
15 Sacramento 2 - #1 TV
- ---------------------------------------------------------------------------
</Table>
Set forth below is the text of correspondence distributed to HBC
employees on June 12, 2002.
[Hispanic Broadcasting Corporation Logo]
June 12, 2002
Dear Colleagues:
I am excited to inform you that today we are announcing that Hispanic
Broadcasting will merge with Univision Communications. The combination
brings together the two leading Spanish-language media companies to create
the premier broadcasting, marketing and entertainment company serving the
nation's fastest-growing population. A copy of today's press release is
attached.
This strategic transaction will create a company whose combined assets
include the #1 Spanish-language radio broadcaster, the #1 Spanish-language
television network, #1 Spanish-language cable network, #1 Spanish-language
television station group, #1 Spanish-language Online portal and #1 Latin
record label in the U.S. In addition, our Netmio.com network of leading
local Hispanic portals will complement Univision.com, providing the nation's
35 million Hispanics with national as well as local online communities.
As the unquestioned leader in our industry, we will be uniquely positioned to
better serve our listeners and communities as well as provide national and
local advertisers unprecedented opportunities to efficiently sell their
products and services to Hispanics through multiple media platforms.
I will continue to lead the company, serving as President and Chief Executive
Officer of the new Univision radio group and reporting to Univision's
Chairman, President and Chief Executive Officer, Jerry Perenchio. The
Univision radio group will remain based in Dallas and we expect no changes in
management or operations. I will also join the Univision Board of Directors.
Both HBC and Univision believe that our people are our most important assets,
and we are dedicated to providing you with opportunities for success. As
Hispanic Broadcasting enters this next phase of the company's development,
you will have the opportunity to use your talent and expertise to help create
one of the world's preeminent multi-media groups, with an unparalleled
position in the U.S. Hispanic community.
I'm sure that many of you will have questions regarding this transaction, so
within the next few days I will join executives from Univision in hosting an
employee conference call to review the situation with you. Details on how to
join the call will be made available later this morning.
Sincerely,
/s/ McHenry Tichenor, Jr.
McHenry Tichenor, Jr.
Chairman, President and Chief Executive Officer
Hispanic Broadcasting Corporation
HBC, Univision and Univision Acquisition Corporation have entered into
an agreement and plan of reorganization dated June 11, 2002 (the "Merger
Agreement"). The Merger Agreement is filed as Exhibit 2.1 to Univision's
Current Report on Form 8-K dated June 12, 2002 and incorporated herein by
reference.
The foregoing materials contain "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934 particularly
those statements regarding the effects of the proposed merger, and those
preceded by, followed by or that otherwise include the words "believes,"
"expects," "anticipates," "intends," "estimates," or similar expressions.
For those statements, HBC claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements relating to expectations
about future results or events are based upon information available to HBC as
of today's date, and the company does not assume any obligations to update
any of these statements. The forward-looking statements are not guarantees
of the future performance of Univision or the combined company and actual
results may vary materially from the results and expectations discussed. For
instance, while HBC and Univision have entered into a definitive agreement,
there is no assurance that the parties will complete the transaction. In the
event the companies do not receive necessary government or stockholder
approvals or fail to satisfy conditions to closing, the transaction will
terminate. Additional risks and uncertainties related to the proposed merger
include, but are not limited to, conditions in the financial markets relevant
to the proposed merger, the successful integration of HBC into Univision's
business, and each company's ability to compete in the highly competitive
television and radio industry. The revenues and earnings of HBC and the
combined company and their ability to achieve their planned business
objectives will be subject to a number of factors that make estimates of
future operating results uncertain. These factors include: (1) materially
adverse changes in economic conditions generally in the markets served by
Univision, HBC and the combined company; (2) increased competition from other
participants in the television and radio industry; (3) the timing and level
of capital expenditures; (4) the successful integration of the companies
including the challenges inherent in diverting HBC's management attention and
resources from other strategic matters and from operational matters for an
extended period of time; (5) the successful rationalization of existing
operations; and (6) other risks identified from time to time in HBC's and
Univision's SEC reports and public announcements.
THE PROPOSED TRANSACTION WILL BE SUBMITTED TO HBC'S AND UNIVISION'S
STOCKHOLDERS FOR THEIR CONSIDERATION, AND UNIVISION WILL FILE WITH THE SEC A
REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT-PROSPECTUS TO BE
USED BY HBC AND UNIVISION TO SOLICIT THEIR RESPECTIVE STOCKHOLDERS' APPROVAL
OF THE PROPOSED TRANSACTION, AS WELL AS OTHER RELEVANT DOCUMENTS CONCERNING
THE PROPOSED TRANSACTION. STOCKHOLDERS OF UNIVISION AND HBC ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS
REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain a free copy of the joint proxy
statement-prospectus included in the registration statement, as well as other
filings containing information about HBC and Univision, at the SEC's Internet
site (http://www.sec.gov). Copies of the
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joint proxy statement-prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement-prospectus can also be
obtained, without charge, by directing a request to Hispanic Broadcasting
Corporation, 3102 Oak Lawn Avenue, Suite 215, Dallas, Texas, 75219 Telephone
(214) 525-7700.
HBC AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF HBC IN
CONNECTION WITH THE MERGER. ADDITIONAL INFORMATION REGARDING THE INTERESTS
OF THOSE PARTICIPANTS MAY BE OBTAINED BY READING HBC'S DEFINITIVE PROXY
STATEMENT DATED APRIL 29, 2002 IN CONNECTION WITH ITS ANNUAL MEETING OF
STOCKHOLDERS HELD ON JUNE 4, 2002 AND BY READING THE JOINT PROXY
STATEMENT-PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE.