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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 14, 2000
SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27823 13-3827791
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3191 CORAL WAY, MIAMI, FLORIDA 33145
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 441-6901
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of the Company.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On September 22, 1999, Spanish Broadcasting System of Puerto Rico,
Inc., a Delaware corporation ("SBS") and a wholly-owned Subsidiary of Spanish
Broadcasting System, Inc., a Delaware Corporation, entered into a stock purchase
agreement (the "Stock Purchase Agreement") to purchase all of the outstanding
capital stock of the following nine subsidiaries of AMFM Operating, Inc., a
Delaware corporation (formerly known as Chancellor Media Corporation of Los
Angeles)("AMFM"): Primedia Broadcast Group, Inc., WIO, Inc., Cadena
Estereotempo, Inc., Portorican American Broadcasting, Inc., WLDI, Inc., WRPC,
Inc., WOYE, Inc., WZNT, Inc., WOQI, Inc. (the "Subsidiaries"). The Subsidiaries
own and operate eight radio stations in Puerto Rico: WIOA-FM, WIOB-FM, WIOC-FM,
WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and WCTA-FM.
On January 14, 2000, SBS completed the Purchase of all of the
outstanding capital stock of the Subsidiaries; in consideration for which SBS
paid to AMFM $90,300,000 in cash. The consideration paid on the sale was
determined through arms-length negotiations between SBS and AMFM. The company
financed the purchase of these companies with cash on hand.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Company's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Company's Directors.
Not Applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements
The financial statements of the Subsidiaries shall be filed as
an amendment to this initial report on Form 8-K within 60 days
of the filing of this initial report.
b. Pro Forma Financial Information
The pro forma financial information relating to SBS's purchase
of the Subsidiaries shall be filed as an amendment to this
initial report on Form 8-K within 60 days of the filing of
this report.
c. Exhibits
1. Stock Purchase Agreement, dated as of September 22,
1999 among Chancellor Media Corporation of Los
Angeles, Primedia Broadcast Group, Inc., WIO, Inc.,
Cadena Estereotempo, Inc., Portorican American
Broadcasting, Inc., WLDI, Inc., WRPC, Inc., WOYE,
Inc., WZNT, Inc., WOQI, Inc., and Spanish
Broadcasting System of Puerto Rico, Inc. (the
"Stock Purchase Agreement").
2. Amendment to the Stock Purchase Agreement, dated as
of January 3, 2000.
3. Amendment to the Stock Purchase Agreement, dated as
of January 14, 2000.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPANISH BROADCASTING SYSTEM, INC.
(Registrant)
January 28, 2000 /s/ Joseph A. Garcia
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Joseph A. Garcia
Chief Financial Officer
Executive Vice President and
Secretary
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