- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 1
<Table>
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
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
</Table>
SPANISH BROADCASTING SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SEE TABLE OF ADDITIONAL REGISTRANTS
<Table>
DELAWARE 13-3827791
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</Table>
2601 SOUTH BAYSHORE DRIVE, PH II
COCONUT GROVE, FLORIDA 33133
(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. [ ]
As of December 26, 2001, the aggregate market value of the Class A common
stock held by non-affiliates of the Company was approximately $336.2 million.
The aggregate market value of the Class B common stock held by non-affiliates of
the Company was approximately $0.6 million. We calculated the aggregate market
value based upon the closing price of our Class A common stock on December 26,
2001 of $9.15 per share, and 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 and executive officers have
been deemed affiliates.)
As of December 26, 2001, 36,862,705 shares of Class A common stock, par
value $.0001 per share, and 27,795,500 shares of Class B common stock, par value
$.0001 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF ADDITIONAL REGISTRANTS
<Table>
<Caption>
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 52-2176317
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 Finance Corporation... Delaware 4832 65-1081341
Spanish Broadcasting System SouthWest, Inc. ...... Delaware 4832 75-2130336
Spanish Broadcasting System - San Francisco,
Inc. ........................................... Delaware 4832 94-3405231
Spanish Broadcasting System of Puerto Rico,
Inc. ........................................... Puerto Rico 4832 66-0564244
</Table>
The registrant, Spanish Broadcasting System, Inc., together with its
subsidiaries listed in the Table of Additional Registrants, hereby amends its
Annual Report on Form 10-K for the year ended September 30, 2001, filed with the
Securities and Exchange Commission on December 31, 2001, by making the following
change:
Item 12 is hereby deleted in its entirety and replaced with the following:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of our Class A common stock and our Class B common stock as of
December 26, 2001, by:
- each person known by us to beneficially own more than 5% of any class of
common stock;
- each director and each executive officer named in the Summary
Compensation Table; and
- all named executive officers and directors as a group.
Unless indicated below, each stockholder listed had sole voting and sole
investment power with respect to all shares beneficially owned, subject to
community property laws, if applicable.
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------- ----------------------- PERCENT OF PERCENT OF
PERCENT OF PERCENT OF TOTAL TOTAL
NUMBER OF CLASS A NUMBER OF CLASS B ECONOMIC VOTING
NAME AND ADDRESS(1)(2) SHARES SHARES SHARES SHARES INTEREST POWER
- ---------------------- --------- ---------- ---------- ---------- ---------- ----------
Raul Alarcon, Jr.(3).............. 300,000 * 26,156,750 94.1% 40.7% 83.1%
Pablo Raul Alarcon, Sr.(4)........ -- -- 1,070,000 3.8% 1.7% 3.4%
Jose Grimalt...................... -- -- 501,650 1.8% * 1.6%
Joseph A. Garcia(5)............... 200,000 * -- -- * *
William B. Tanner(6).............. 160,701 * -- -- * *
Luis Diaz-Albertini............... 13,520 * -- -- * *
Jason L. Shrinsky(7).............. 45,000 * -- -- * *
Castor Fernandez(8)............... 10,000 * -- -- * *
Carl Parmer(9).................... 81,100 * -- -- * *
All named executive officers and
directors as a group(10)........ 810,321 2.2% 27,728,400 99.8% 43.7% 88.1%
Dimensional Fund Advisors
Inc.(11)........................ 2,499,600 6.8% -- -- 3.9% *
TCW Group, Inc.(12)............... 4,509,188 12.2% -- -- 7.0% 1.4%
The Marcos and Sonya Rodriguez
Family Trust(13)................ 2,958,844 8.0% -- -- 4.6% *
James L. Anderson(14)............. 3,445,586 9.3% -- -- 5.3% 1.1%
</Table>
- ---------------
* Indicates less than 1%.
(1) The address of all directors and executive officers in this table, unless
otherwise specified, is c/o Spanish Broadcasting System, Inc., 2601 South
Bayshore Drive, PH II, Coconut Grove, Florida 33133.
(2) As used in this table, "beneficial ownership" means the sole or shared
power to vote or direct the voting of a security, or the sole or shared
power to dispose, or direct the disposition, of a security. A person is
deemed as of any date to have beneficial ownership of any security that the
person has the right to acquire within 60 days after that date. For
purposes of computing the percentage of outstanding shares held by each
person named above, any security that the person has the right to acquire
within 60 days of the date of calculation is deemed to be outstanding, but
is not deemed to be outstanding for purposes of computing the percentage
ownership of any other person.
(3) Includes 300,000 shares of Class A common stock issuable upon the exercise
of options that the holder has the right to exercise within sixty days
after December 26, 2001.
(4) Mr. Pablo Raul Alarcon, Sr.'s shares are held in a Flint Trust with Mr.
Alarcon, Sr. as sole beneficiary.
(5) Includes 190,000 shares of Class A common stock issuable upon the exercise
of options that the holder has the right to exercise within sixty days
after December 26, 2001.
(6) Shares of Class A common stock issuable upon the exercise of options that
the holder has the right to exercise within sixty days after December 26,
2001.
(7) Includes 30,000 shares of Class A common stock issuable upon the exercise
of options that the holder has the right to exercise within sixty days
after December 26, 2001. Mr. Shrinsky holds these options for the benefit
of his law firm, Kaye Scholer LLP. Mr. Shrinsky shares ownership of, and
voting and investment power for, 15,000 shares of Class A common stock with
his spouse.
(8) Shares of Class A common stock issuable upon the exercise of options that
the holder has the right to exercise within sixty days after December 26,
2001.
(9) Represents 71,100 shares owned indirectly through Henry Carlson Parmer, Jr.
Living Trust and 10,000 shares of Class A common stock issuable upon the
exercise of options that the holder has the right to exercise within sixty
days after December 26, 2001.
(10) Includes 700,701 shares of Class A common stock issuable upon the exercise
of options that the holders have the right to exercise within sixty days
after December 26, 2001.
(11) The address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401.
(12) The address of the TCW Group, Inc. is 865 South Figueroa Street, Los
Angeles, CA 90017. Societe Generale S.A. ("SG"), a company incorporated
under the laws of France, may be deemed to control the TCW Group, Inc. SG
disclaims beneficial ownership of the shares owned by the TCW Group, Inc.
(13) The address of The Marcos and Sonya Rodriguez Family Trust (the "Trust") is
8828 North Stemmons Freeway, Suite 106, Dallas, Texas 75247. James Anderson
is the trustee of the Trust and is also listed in this table as a
beneficial owner of these shares.
(14) The address of James L. Anderson is 8828 North Stemmons Freeway, Suite 106,
Dallas, Texas 75247. James L. Anderson has sole voting power and sole
dispositive power with respect to 2,961,494 shares and shared voting power
with respect to 484,092 shares.
The Marcos and Sonya Rodriguez Family Trust has the right to receive
dividends relating to and the proceeds from the sale of 2,958,844 shares
of our Class A common stock for which Mr. Anderson has sole voting and
dispositive power resulting from his serving as the trustee of such trust.
A company of which Mr. Anderson is president has the right to receive
dividends relating to and the proceeds from the sale of 484,092 shares of
our Class A common stock for which Mr. Anderson has shared voting power.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 5th
day of February 2002.
Spanish Broadcasting System, Inc.
and each of the additional
registrants listed in the Table
of Additional Registrants
By: /s/ JOSEPH A. GARCIA
------------------------------------
Name: Joseph A. Garcia
Title: Executive Vice President,
Chief Financial Officer and
Secretary