1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-K/A (MARK ONE) [X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 26, 1999 COMMISSION FILE NUMBER 000-27823 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ SPANISH BROADCASTING SYSTEM, INC. (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS DELAWARE 13-3827791 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3191 CORAL WAY MIAMI, FLORIDA 33145 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (305) 441-6901 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of December 20, 1999, the aggregate market value of the Class A Common Stock held by non-affiliates of the Company was approximately $862.8 million. The aggregate market value of the Class B Common Stock held by non-affiliates of the Company was approximately $226.5 million. (We have assumed that our shares of Class B Common Stock would trade at the same price per share as our shares of Class A Common Stock.) (For purposes of this paragraph, directors, executive officers and 10% or greater shareholders have been deemed affiliates.) As of December 20, 1999, 25,723,210 shares of Class A Common Stock, par value $.0001 per share and 34,493,450 shares of Class B Common Stock, par value $.0001 per share were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: NONE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 TABLE OF ADDITIONAL REGISTRANTS PRIMARY STANDARD STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION IDENTIFICATION NAME INCORPORATION NUMBER NUMBER - ---- --------------- ----------------- --------------- Spanish Broadcasting System of California, Inc..... California 4832 92-3952357 Spanish Broadcasting System Network, Inc........... New York 4899 13-3511101 SBS Promotions, Inc................................ New York 7999 13-3456128 SBS Funding, Inc................................... Delaware 4832 52-6999475 Alarcon Holdings, Inc.............................. New York 6512 13-3475833 SBS of Greater New York, Inc....................... New York 4832 13-3888732 Spanish Broadcasting System of Florida, Inc........ Florida 4832 58-1700848 Spanish Broadcasting System of Greater Miami, Inc.............................................. Delaware 4832 65-0774450 Spanish Broadcasting System of Puerto Rico, Inc.... Delaware 4832 52-2139546 Spanish Broadcasting System, Inc................... New Jersey 4832 13-3181941 Spanish Broadcasting System of Illinois, Inc....... Delaware 4832 36-4174296 Spanish Broadcasting System of San Antonio, Inc.... Delaware 4832 65-0820776 Spanish Broadcasting System of Puerto Rico, Inc.... Puerto Rico 4832 66-0564244 2 3 The registrant, Spanish Broadcasting System, Inc., together with its subsidiaries listed herein under the Table of Additional Registrants (collectively, "SBS" or the "Company"), hereby amends its Annual Report on Form 10-K (the "10-K") for the year ended September 26, 1999, filed with the Securities and Exchange Commission on December 27, 1999, by making the following changes: 1. ITEM 5: Under the subheading "Use of Proceeds": a. the first sentence is hereby deleted in its entirety and replaced by the following sentence: "On August 18, 1999, we filed a registration statement on Form S-1 with the SEC (Registration No. 333-85499) with respect to our initial public offering of shares of Class A Common Stock, par value $.0001." b. the fourth sentence is hereby deleted in its entirety and replaced by the following sentence: "All of the 25,055,510 shares of Class A Common Stock (including shares exercised pursuant to over-allotment options) registered in the offering, were sold at an initial offering price of $20.00 per share, resulting in an aggregate offering price of $501.1 million ($415.4 million of which were gross proceeds to SBS)." 2. ITEM 6: In the financials, under "Other Financial Data" the line item reading "BITDA" is hereby corrected to read "EBITDA." 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf and on behalf of the additional registrants by the undersigned, thereunto duly authorized, on the 25th day of January, 2000. Spanish Broadcasting System, Inc. and each of the additional registrants listed on the Table of Additional Registrants By: /s/ JOSEPH A. GARCIA ------------------------------------ Name: Joseph A. Garcia Title: Executive Vice President and Chief Financial Officer 4