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EXHIBIT 99.3
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR 9 5/8% SENIOR SUBORDINATED NOTES DUE 2009
OF SPANISH BROADCASTING SYSTEM, INC.
As set forth in the Prospectus, dated [ ], 2001 (the
"Prospectus"), of Spanish Broadcasting System, Inc. (the "Issuer"), and in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), holders who wish to tender their 9 5/8% Senior Subordinated Notes
due 2009 of the Issuer previously issued in a private offering on June 8, 2001
(the "2001 Notes") and/or their 9 5/8% Senior Subordinated Notes due 2009
previously issued pursuant to a registration statement on Form S-1 on November
2, 1999 (the "1999 Notes" and together with the 2001 Notes, the "Old Notes"),
and (i) whose Old Notes are not immediately available, or (ii) who cannot
deliver their Old Notes, the Letter of Transmittal or any other required
documentation to the Exchange Agent prior to the Expiration Date (as hereinafter
defined), may effect a tender if: (a) tender is made through an Eligible
Institution; (b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution this properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission (receipt confirmed by telephone
and an original delivered by guaranteed overnight courier), mail or hand
delivery) setting forth the name and address of the holder, the certificate
number(s) of such Old Notes and the principal amount of the Old Notes being
tendered, stating that the tender is being made hereby and guaranteeing that,
within five New York Stock Exchange trading days after the Expiration Date, the
Letter of Transmittal (or a facsimile thereof) together with the certificate(s)
representing the Old Notes (or a Book-Entry Confirmation), as the case may be,
and any other documentation required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and (c) such
properly completed and executed Letter of Transmittal (or a facsimile thereof),
as well as the certificate(s) representing all tendered Old Notes in proper form
for transfer or a Book-Entry Confirmation, as the case may be, and all other
documentation required by the Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date. This Notice of Guaranteed Delivery may be delivered or
transmitted by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier), mail or hand delivery to
the Exchange Agent as set forth below. See "The Exchange Offer -- Procedure for
Tendering" section of the Prospectus. Capitalized terms used herein but not
defined herein have the respective meanings given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[ ], 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent:
THE BANK OF NEW YORK
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By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered Or
(Eligible Institutions Only) Certified Mail:
The Bank of New York
101 Barclay Street (212) [ ] The Bank of New York
Corporate Trust Services Window 101 Barclay Street, 7E
Ground Level To Confirm by Telephone or New York, New York 10286
New York, New York 10286 for Information Call: Attention: [ ]
Attention: Reorganization Section
(212) [ ]
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE
TRANSMISSION, MAIL OR HAND DELIVERY, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Issuer, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange
Offer is terminated without any such Old Notes being exchanged thereunder or as
otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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PLEASE COMPLETE AND SIGN
Signature(s) of Registered Owner(s) Name(s) of Registered Holder(s):
or Authorized Signatory: --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- Address: -----------------------------------------------
Principal Amount of Old Notes tendered: --------------------------------------------------------
-------------------------------------------------------- Area Code and Telephone No.:
Certificate No(s). of Old Notes (if available): --------------------------------------------------------
-------------------------------------------------------- If Old Notes will be delivered by book-entry transfer at
-------------------------------------------------------- The Depository Trust Company, insert Depository Account
No.:
Date: -------------------------------------------------- --------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
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This Notice of Guaranteed Delivery must be signed by the holder(s) of Old Notes
exactly as its (their) name(s) appear on certificates for Old Notes or on a
security position listing as the owner of Old Notes, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s):
- --------------------------------------------------------------------------------
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Capacity:
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Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Do not send Old Notes with this form. Old Notes should be sent to the Exchange
Agent together with a properly completed and duly executed Letter of
Transmittal.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States,
hereby (a) represents that each holder of Private Notes on whose behalf this
tender is being made "own(s)" the Old Notes covered hereby within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) represents
that such tender of Old Notes complies with such Rule 14e-4, and (c) guarantees
that, within five New York Stock Exchange trading days after the Expiration
Date, a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), together with certificates representing the Old Notes
covered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company, pursuant to the procedure for book-entry transfer set forth in
the Prospectus) and required documents will be deposited by the undersigned with
the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal
and Old Notes tendered hereby to the Exchange Agent within the time period set
forth above and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:
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AUTHORIZED SIGNATURE
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Address: Name:
- ----------------------------------------------- -----------------------------------------------
Title:
- ----------------------------------------------- -----------------------------------------------
Area Code and Telephone No.:
----------------------- Date:
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* Must be in denominations or principal amount of $1,000 and any integral
multiples thereof.
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