SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2000

SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

DELAWARE 000-27823 13-3827791
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

2601 SOUTH BAYSHORE DRIVE, COCONUT GROVE, FLORIDA 33133

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (305) 441-6901

3191 Coral Way, Miami, Florida 33145
(Former name or former address, if changed since last report.)

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

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Item 1. Changes in Control of the Company.

Not applicable.

Item 2. Acquisition or Disposition of Assets.

On May 8, 2000, Spanish Broadcasting System, Inc. ("SBS") entered into
a stock purchase agreement with Rodgriguez Communications, Inc. ("RCI") and the
stockholders of RCI to acquire all of the outstanding capital stock of RCI, the
owner of radio stations KMJR-FM (formerly KFOX-FM), KNJR-FM (formerly KREA-FM),
KXJO-FM, and KSAH-AM. On May 8, 2000, SBS also entered into (1) an asset
purchase agreement with New World Broadcasters Corp. ("New World"), an
affiliate of RCI, to acquire radio station KTCY-FM, and (2) a stock purchase
agreement with New World and 910 Broadcasting Corp. (a wholly owned subsidiary
of New World) to acquire all the outstanding capital stock of 910 Broadcasting
Corp., the owner and operator of radio station KXEB-AM.

On November 10, 2000, SBS completed the purchase of all the
outstanding capital stock of RCI and the purchase of radio station KTCY-FM, for
total consideration of $164.3 million, consisting of $42.6 million of SBS's
Class A common stock and $121.7 million in cash. The consideration paid by SBS
for these acquisitions was determined through arms-length negotiations between
SBS, RCI, the shareholders of RCI and New World. SBS financed these
acquisitions with previously unissued shares of its Class A common stock, cash
on hand and borrowings under its credit agreement, among SBS, the several banks
and other financial institutions or entities from time to time party to the
credit agreement and Lehman Commercial Paper, Inc., as administrative agent,
dated as of July 6, 2000.

Prior to the date that SBS entered into a stock purchase agreement to
purchase the capital stock of RCI, RCI had entered into asset purchase
agreements to acquire radio stations KMJR-FM (Redondo Beach, California)
(formerly KFOX-FM), KNJR-FM (Ontario, California) (formerly KREA-FM), KXJO-FM
(Alameda, California) and KSAH-AM (Universal City, Texas), but had not yet
closed on the acquisitions of any such radio stations. The acquisitions of these
radio stations are described below.

KMJR-FM AND KNJR-FM (LOS ANGELES AREA). On November 2, 1999, RCI
entered into an asset purchase agreement with Chagal Communications, Inc.
("Chagal") to acquire certain assets relating to Los Angeles area radio
stations KMJR-FM and KNJR-FM (the "LA Stations"). RCI acquired only the FCC
licenses and certain transmitter site property and equipment relating to the LA
Stations. RCI expressly did not acquire the Korean programming and ongoing
business activity of the LA Stations (including all programming and promotional
materials, sales lists, employees, material contracts, cash, insurance policies
or call letters). Prior to RCI's acquisition of the LA Stations from Chagal,
the LA Stations were operated under a Korean format pursuant to a time
brokerage agreement between Chagal and a Korean broadcaster. RCI's acquisition
of the LA Stations closed on July 6, 2000, at which time SBS began operating
the LA stations under a Spanish Adult Contemporary format pursuant to a time
brokerage agreement with RCI. SBS acquired FCC licenses and a transmitter but
did not retain the employees, programming and promotional materials, sales
lists, customer base, time brokerage agreement or call letters that pertained
to the LA Stations during the time that the stations were operated by Chagal.
The assets acquired from Chagal do not constitute sufficient equipment for
radio broadcasting. No studio, studio equipment or production equipment were
acquired in the acquisition. SBS has purchased new equipment and operates the
LA Stations from its own building. Of the total purchase price paid by SBS for
the capital stock of RCI and the purchase of KTCY-FM from New World, $99.4
million was allocated to the purchase of the Los Angeles Stations, principally
to the FCC licenses acquired.

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KXJO-FM (SAN FRANCISCO AREA). On March 7, 2000, RCI entered into an
asset purchase agreement with Citicasters Co. to acquire certain assets
relating to San Francisco area radio station KXJO-FM (the "San Francisco
Station"). RCI acquired the FCC license and certain transmitter site property
and equipment relating to the San Francisco Station. Prior to RCI's acquisition
of the San Francisco Station from Citicasters Co., the San Francisco Station
was operated under a general market classic rock format and was simulcast with
another Citicasters Co. radio station. RCI's acquisition of the San Francisco
Station closed on August 23, 2000, at which time SBS began operating the San
Francisco Station under a Regional Mexican format pursuant to a time brokerage
agreement with RCI. Because the San Francisco Station was simulcast with
another Citicasters Co. radio station during the time that the station was
operated by Citicasters Co., the San Francisco Station had no employees and no
independent business operations. Thus neither RCI nor SBS acquired any
employees or business operations in connection with the acquisition of the San
Francisco Station. SBS acquired an FCC license and a transmitter. The assets
acquired from Citicaster Co. do not constitute sufficient equipment for radio
broadcasting. No studio or studio equipment was acquired in the acquisition.
SBS operates the San Francisco Station from new studio facilities. Of the total
purchase price paid by SBS for the capital stock of RCI and the purchase of
KTCY-FM from New World, $17.8 million was allocated to the purchase of the San
Francisco Station, principally to the FCC license acquired.

KSAH-AM (SAN ANTONIO AREA). On December 14, 1999, RCI entered into an
asset purchase agreement with Ganadores Corporation to acquire certain assets
relating to San Antonio area radio station KSAH-AM (the "San Antonio Station").
RCI acquired certain assets relating to the San Antonio Station, including the
FCC license. Prior to RCI's acquisition of the San Antonio Station from
Ganadores Corporation, the San Antonio Station was operated under a general
market format including news, information and music. RCI's acquisition of the
San Antonio Station closed on May 23, 2000, at which time SBS began operating
the San Antonio Station under a Regional Mexican format pursuant to a time
brokerage agreement with RCI. SBS acquired an FCC license and a transmitter but
did not retain the customer base or programming and promotional materials that
pertained to the San Antonio Station during the time that the station was
operated by Ganadores Corporation. The assets acquired from Ganadores
Corporation do not constitute sufficient equipment for radio broadcasting. No
studio or studio equipment was acquired in the acquisition. SBS operates the
San Antonio Station from its own building. Of the total purchase price paid by
SBS for the capital stock of RCI and the purchase of KTCY-FM from New World,
$6.6 million was allocated to the purchase of the San Antonio Station,
principally to the FCC license acquired.

Due to the lack of continuity in the operations of the radio stations
(the "Assets") acquired in the purchase of all the capital stock of RCI, prior
to and after RCI's acquisition of the Assets, at which time SBS began operating
the Assets, SBS has not included separate audited financial statements or pro
forma financial information relating to the acquisition of the Assets.

SBS has not yet closed on the purchase of all the outstanding capital
stock of 910 Broadcasting Corp., the owner of radio station KXEB-AM. FCC
approval is still pending for this transaction, and there can be no assurances
that the acquisition of 910 Broadcasting Corp. will be completed.

SBS has not included separate audited financial statements or pro forma
financial information relating to the acquisition of KTCY-FM (Pilot Point,
Texas) from New World or the potential acquisition of all the outstanding
capital stock of 910 Broadcasting Corp., the owner of KXEB-AM (Sherman, Texas),
because neither acquisition is considered significant. Of the total purchase
price paid by SBS for the capital stock of RCI and the purchase of KTCY-FM from
New World, $40.5 million was allocated to the purchase of KTCY-FM from New
World. The purchase price for KXEB-AM is $0.95 million.

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.
Not Applicable

c. Exhibits

*1. Stock Purchase Agreement, dated as of May 8, 2000, by
and among Rodriguez Communications, Inc., each of the
stockholders of RCI identified on Annex I thereto,
and Spanish Broadcasting System, Inc.

*2. Asset Purchase Agreement, dated as of May 8, 2000, by
and between New World Broadcasters Corp. and Spanish
Broadcasting System, Inc.

* Filed with the initial filing of this Form 8-K on November
27, 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 requirements 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 24, 2001 /s/ Joseph A. Garcia
-------------------------------------
Joseph A. Garcia
Chief Financial Officer,
Executive Vice President
and Secretary