SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

SPANISH BROADCASTING SYSTEM, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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[SBS LOGO]

2601 SOUTH BAYSHORE DRIVE, PH II
COCONUT GROVE, FLORIDA 33133

May 20, 2002

Dear Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
Spanish Broadcasting System, Inc. ("SBS"), which will be held on Tuesday, June
11, 2002, at 10:00 a.m., in the Continental Ballroom of the Wyndham Grand Bay,
2669 South Bayshore Drive, Miami, Florida 33133.

At the meeting, stockholders of SBS will be asked to consider and act upon
the election of directors and ratification of independent public accountants.
These matters are described in detail in the attached Notice of Annual Meeting
of Stockholders and Proxy Statement.

We recommend that you vote in favor of each proposal. Your vote is
important regardless of the number of shares you own, and we strongly encourage
you to participate by voting your shares whether or not you plan to attend the
meeting. Please complete, sign, date and return the accompanying proxy card in
the enclosed postage-paid envelope. Returning the proxy card does NOT deprive
you of your right to attend the meeting and to vote your shares in person for
the matters acted upon at the meeting.

Included with the attached Proxy Statement is a copy of SBS's Annual Report
on Form 10-K for fiscal year 2001. We encourage you to read the Annual Report.
It includes information on SBS's operations and markets, as well as SBS's
audited consolidated financial statements.

We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Raul Alarcon, Jr.

Raul Alarcon, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer

[SBS LOGO]

2601 SOUTH BAYSHORE DRIVE, PH II
COCONUT GROVE, FLORIDA 33133

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JUNE 11, 2002

Dear Stockholders:

The Annual Meeting of Stockholders of Spanish Broadcasting System, Inc.
("SBS") will be held on Tuesday, June 11, 2002, at 10:00 a.m., in the
Continental Ballroom of the Wyndham Grand Bay, 2669 South Bayshore Drive, Miami,
Florida 33133 (the "Annual Meeting"), for the following purposes:

1. To elect the six members of the Board of Directors to serve until our
next annual meeting of stockholders or until their respective successors
are elected and qualify.

2. To ratify the appointment of KPMG LLP as independent public accountants
for SBS for the fiscal year ending December 29, 2002.

3. To transact any other business that may properly come before the Annual
Meeting or any adjournment thereof.

Stockholders of record at the close of business on May 3, 2002 are entitled
to notice of, and to vote at, the Annual Meeting and at any continuation or
adjournment thereof.

By Order of the Board of Directors

/s/ Joseph A. Garcia
Joseph A. Garcia
Chief Financial Officer,
Executive Vice President and Secretary

Coconut Grove, Florida
May 20, 2002

PROXY STATEMENT

May 20, 2002

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Spanish Broadcasting System, Inc., a Delaware
corporation ("SBS"), of proxies for use at the Annual Meeting of Stockholders of
SBS (the "Annual Meeting"). All references in this Proxy Statement to "we",
"our", or "us" refer to SBS.

The Annual Meeting will be held on Tuesday, June 11, 2002, at 10:00 a.m.,
in the Continental Ballroom of the Wyndham Grand Bay, 2669 South Bayshore Drive,
Miami, Florida 33133. All holders of record of our Class A common stock, par
value $0.0001 per share (the "Class A common stock") and Class B common stock,
par value $0.0001 per share (the "Class B common stock"), at the close of
business on May 3, 2002 (the "Record Date") will be entitled to vote at the
Annual Meeting. At the close of business on the Record Date, there were
37,033,055 shares of Class A common stock outstanding and entitled to vote and
27,638,750 shares of Class B common stock outstanding and entitled to vote.

This Proxy Statement, the accompanying proxy card, and our Annual Report on
Form 10-K for the fiscal year ended September 30, 2001, containing audited
financial statements, are first being mailed to stockholders on or about May 20,
2002. Our Annual Report contains the information required by Rule 14a-3 of the
Securities Exchange Act of 1934, as amended, and is not a part of the proxy
soliciting materials.

VOTING RIGHTS AND SOLICITATION OF PROXIES

Stockholders are entitled to one vote for each share of Class A common
stock they hold and ten votes for each share of Class B common stock they hold,
on each matter presented. Shares of Class A common stock and Class B common
stock may not be voted cumulatively.

The presence, in person or represented by proxy, of the holders of a
majority of the aggregate votes entitled to be cast by the Class A common stock
and Class B common stock, voting together as a single class, will constitute a
quorum for the transaction of business at the Annual Meeting. If a quorum is not
present, the stockholders entitled to vote who are present in person or
represented by proxy at the Annual Meeting have the power to adjourn the Annual
Meeting from time to time until a quorum is present or represented. Unless the
adjournment is for more than thirty days or unless a new record date is set for
the adjourned meeting, no notice of the adjourned meeting must be given other
than by announcement at the Annual Meeting. At an adjourned meeting at which a
quorum is present, any business may be transacted that could have been
transacted at the original Annual Meeting.

Shares represented by proxies that reflect abstentions or "broker
non-votes" (i.e., shares held by a broker or nominee which are represented at
the Annual Meeting, but with respect to which such broker or nominee is not
empowered to vote on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. The proposals concerning the election of directors and the ratification
of the selection of independent auditors each require a majority of the votes
cast at the Annual Meeting. Abstentions will count as a vote against a proposal,
and broker non-votes will not count toward the vote on a proposal.

Stockholders are requested to complete, sign, and date the accompanying
proxy card and return it promptly to SBS so that it is received by the date of
the Annual Meeting. A stockholder may revoke a proxy submitted to SBS at any
time before it is voted at the Annual Meeting by (1) sending written notice of
revocation to SBS addressed to: Spanish Broadcasting System, Inc., 2601 South
Bayshore Drive, PH II, Coconut Grove, Florida 33133, Attention: Joseph A.
Garcia, Chief Financial Officer, (2) executing and submitting a proxy bearing a
later date, or (3) attending the Annual Meeting and voting in person. Subject to
such revocation, all proxies duly executed and received prior to or during the
Annual Meeting will be voted in

accordance with the specification on the proxy card. If no specification is
made, proxies will be voted in favor of the proposals listed on the proxy card.
As to other matters, if any, to be voted upon at the Annual Meeting, the persons
designated as proxies, who were selected by the Board of Directors, will take
such actions as they, in their discretion, may deem advisable.

We will bear the cost of the solicitation of proxies, including the charges
and expenses of brokerage firms and others forwarding the solicitation material
to beneficial owners of SBS common stock. In addition to the solicitation of
proxies by mail, solicitation may be made by directors, officers, and other
employees of SBS in person or by telephone or facsimile, but these individuals
will not be separately compensated for such solicitation services. We have
retained Morrow & Co., Inc. to assist in the solicitation of proxies from
brokers, nominees and institutional holders for a fee of approximately $2,000,
plus out-of-pocket expenses.

INFORMATION TO RELY UPON WHEN CASTING YOUR VOTES

You should rely only on the information contained in this Proxy Statement
when casting your votes. We have not authorized anyone to give any information
or to make any representations in connection with this proxy solicitation other
than those contained in this Proxy Statement. You should not rely on any
information or representation not contained in this Proxy Statement as having
been authorized by us. You should not infer that there has not been a change in
the facts set forth in this Proxy Statement or in our affairs since the date on
this Proxy Statement. This Proxy Statement does not constitute a solicitation by
anyone in any jurisdiction in which the solicitation is not authorized or in
which the person making the solicitation is not qualified to do so or to anyone
to whom it is unlawful to make a solicitation.

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 May 15,
2002, by:

- each person known by us to beneficially own more than 5% of any class of
our 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 * 26,000,000 94.2% 40.5% 83.0%
Pablo Raul Alarcon, Sr.(4)......... -- -- 1,070,000 3.9% 1.7% 3.4%
Jose Grimalt....................... -- -- 501,650 1.8% * 1.6%
Joseph A. Garcia(5)................ 230,000 * -- -- * *
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)......... 840,321 2.2% 27,571,650 99.9% 43.4% 88.1%
TCW entities(11)................... 4,589,895 12.4% -- -- 7.1% 1.5%
T. Rowe Price Associates,
Inc.(12)......................... 3,120,600 8.4% -- -- 4.8% 1.0%
Dimensional Fund Advisors
Inc.(13)......................... 2,474,700 6.7% -- -- 3.8% *
</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 sixty 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 sixty 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 May 15, 2002.

(4) Mr. Pablo Raul Alarcon, Sr.'s shares are held in a Flint Trust with Mr.
Alarcon, Sr. as sole beneficiary.

(5) Includes 220,000 shares of Class A common stock issuable upon the exercise
of options that the holder has the right to exercise within sixty days
after May 15, 2002.

(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 May 15, 2002.

(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 May 15, 2002. 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 May 15, 2002.

(9) Includes 71,100 shares of Class A common stock 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 May 15, 2002.

(10) Includes 730,701 shares of Class A common stock issuable upon the exercise
of options that the holders have the right to exercise within sixty days
after May 15, 2002.

(11) Represents shares held by Trust Company of the West, TCW Asset Management
Company and TCW Investment Management Company (together, the "TCW
Entities"). The address of the TCW Entities is 865 South Figueroa Street,
Los Angeles, California 90017. The parent holding company of the TCW
Entities is The TCW Group, Inc. Societe Generale S.A., a company
incorporated under the laws of France, may be deemed to control The TCW
Group, Inc. and its direct and indirect subsidiaries. We obtained this
information from a Form 13F filed by The TCW Group, Inc. on May 15, 2002.

(12) The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street,
Baltimore, Maryland 21202. T. Rowe Price Associates, Inc. has sole voting
power with respect to 699,300 shares and sole investment power with respect
to all the shares. We obtained this information from a Form 13F filed by T.
Rowe Price Associates, Inc. on May 14, 2002.

(13) Represents shares owned by advisory clients of Dimensional Fund Advisors
Inc. for which Dimensional Fund Advisors Inc. possesses sole voting and
investment power. The address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401. We obtained this
information from a Form 13F filed by Dimensional Fund Advisors Inc. on May
3, 2002.

PROPOSAL 1
ELECTION OF DIRECTORS

Six directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next annual meeting or
until their respective successors have been elected and qualify. The Board of
Directors has designated Raul Alarcon, Jr., Pablo Raul Alarcon, Sr., Jose
Grimalt, Jason L. Shrinsky, Castor Fernandez and Carl Parmer as nominees, each
of whom currently serves as a member of the Board of Directors. Unless
instructed to the contrary, the persons named in the enclosed proxy card will
vote the shares covered by each proxy for the election of all the nominees named
above. Although the Board of Directors does not anticipate that any nominees
will be unavailable for election, in the event of such occurrence, the proxies
will be voted for such substitute, if any, as the Board of Directors may
designate.

The election of directors requires a majority of the votes cast at the
Annual Meeting. Votes withheld will count as votes against the election of a
director, and broker non-votes will not count toward the vote on this proposal.
There is no cumulative voting for the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON STOCK
AND EACH HOLDER OF CLASS B COMMON STOCK VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED BELOW.

NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS

The following table sets forth information concerning the six nominees for
director, followed by information concerning executive officers who are not
nominees. Each of our directors and executive officers serves until his
successor is elected and qualifies.

<Table>
<Caption>
NAME AGE POSITION WITH SBS
- ---- --- -----------------

NOMINEES FOR DIRECTOR
Raul Alarcon, Jr. ........................ 46 Chairman of the Board of Directors, Chief
Executive Officer and President
Pablo Raul Alarcon, Sr. .................. 75 Chairman Emeritus and Director
Jose Grimalt.............................. 73 Secretary Emeritus and Director
Jason L. Shrinsky......................... 64 Director
Castor Fernandez.......................... 58 Director
Carl Parmer............................... 43 Director

EXECUTIVE OFFICERS WHO ARE NOT NOMINEES
Joseph A. Garcia.......................... 56 Chief Financial Officer, Executive Vice
President and Secretary
William B. Tanner......................... 57 Executive Vice President of Programming
</Table>

RAUL ALARCON, JR. has been our President and a director since October 1985
and Chief Executive Officer since June 1994. On November 2, 1999, Mr. Alarcon,
Jr. became Chairman of the Board of Directors and continues as our Chief
Executive Officer and President. Mr. Alarcon, Jr. is one of the original members
of our senior management team and, along with Mr. Alarcon, Sr., has been one of
our key executives since our founding in 1983. Mr. Alarcon, Jr. is responsible
for our long-range strategic planning and is instrumental in the acquisition and
financing of each of our radio stations, as he was in our initial public
offering. Mr. Alarcon, Jr. is the son of Mr. Alarcon, Sr. and the son-in-law of
Mr. Grimalt.

PABLO RAUL ALARCON, SR. was our Chairman of the Board of Directors from
March 1983 until November 2, 1999, when he became Chairman Emeritus. Mr.
Alarcon, Sr. continues to be a member of our Board of Directors. Mr. Alarcon,
Sr. has been involved in Spanish-language radio broadcasting since the early
1950's when he established his first radio station in Camaguey, Cuba. Upon his
arrival in the United States, Mr. Alarcon, Sr. continued his career in radio
broadcasting and was an on-air personality for a New York radio station before
being promoted to programming director. Mr. Alarcon, Sr. subsequently owned and
operated a recording studio and an advertising agency before purchasing our
first radio station in 1983. Mr. Alarcon, Sr. is Raul Alarcon, Jr.'s father.

JOSE GRIMALT has been a member of our Board of Directors since 1986 and was
our Secretary from 1986 until November 2, 1999, when he became Secretary
Emeritus. From 1969 to 1986, Mr. Grimalt owned and operated Spanish-language
radio station WLVH-FM in Hartford, Connecticut. Mr. Grimalt is Mr. Alarcon,
Jr.'s father-in-law.

JASON L. SHRINSKY became one of our directors on November 2, 1999. Mr.
Shrinsky is a partner of the law firm of Kaye Scholer LLP, where he has been a
partner since 1986. Mr. Shrinsky has been a lawyer counseling corporations and
high net worth individuals on financings, mergers and acquisitions, other
related financial transactions and regulatory procedures since 1964. Kaye
Scholer LLP has served as our counsel for more than 17 years.

CASTOR FERNANDEZ became one of our directors on August 9, 2001. Mr.
Fernandez has over forty years of experience in advertising. He was the founder
and President of Castor Advertising Florida Corp., which was founded in 1968 and
was the oldest Hispanic-owned advertising agency in the country. On December 31,
2001, Castor Advertising Florida Corp. was dissolved. Mr. Fernandez is also a
founder and director of First BankAmericano, a minority-owned bank.

CARL PARMER became one of our directors on August 9, 2001. Mr. Parmer has
an extensive background in the ownership and management of radio and television
companies throughout the United States. Mr. Parmer was the President and
co-Chief Executive Officer of Heftel Broadcasting Corporation (predecessor of
Hispanic Broadcasting Corporation) from 1991 to 1996. Mr. Parmer has been
President and CEO of Broadcasting Management, Inc. since 1996. Mr. Parmer began
his career in broadcasting in 1991 after several years of experience on Wall
Street, including a position as Vice President and shareholder of Kidder Peabody
& Co., Inc.

JOSEPH A. GARCIA has been Chief Financial Officer since 1984, Executive
Vice President since 1996 and Secretary since November 2, 1999. Mr. Garcia is
responsible for the financial affairs of SBS, day-to-day operational matters and
investor relations, and he has been instrumental in the acquisition of our radio
stations. Before joining SBS in 1984, Mr. Garcia spent thirteen years in
international financial planning positions with Philip Morris Companies, Inc.
and Revlon, Inc., where he was Manager of Financial Planning for Revlon -- Latin
America.

WILLIAM B. TANNER has served as our Executive Vice President of Programming
since August 31, 2000. Prior to joining us, Mr. Tanner was the Vice President of
Programming at Hispanic Broadcasting Corporation for six years. Mr. Tanner began
his career in the radio broadcasting industry as a disc jockey and radio
programmer.

See "Certain Relationships and Related Transactions."

INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF

Our Board of Directors has an Audit Committee and a Compensation Committee.
The Compensation Committee has a subcommittee, the Stock Option Committee. There
is no Nominating Committee of the Board of Directors.

The members of the Audit Committee are Jason L. Shrinsky, Castor Fernandez
and Carl Parmer. Messrs. Fernandez and Parmer became members of the Audit
Committee on August 9, 2001. Mr. Roman Martinez IV was a member of the Audit
Committee until his resignation from the Board of Directors on May 7, 2001. Each
member of the Audit Committee is independent as defined by Rule 4200(a)(15) of
the National Association of Securities Dealers' listing standards. The primary
function of the Audit Committee is to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing (i) the financial reports and other
financial information to be provided by SBS to any governmental body or the
public, (ii) our systems of internal controls that management and the Board of
Directors have established, and (iii) our auditing, accounting and financial
reporting processes generally. The Board of Directors has adopted a written
charter for the Audit Committee which was included as an appendix to our Proxy
Statement last year. The Audit Committee held four meetings during fiscal year
2001.

The current members of the Compensation Committee are Jason L. Shrinsky,
Castor Fernandez and Carl Parmer. Raul Alarcon, Jr. resigned as a member of the
Compensation Committee effective December 31, 2001. Although Mr. Alarcon, Jr.
was a member of the Compensation Committee during the fiscal year ended
September 30, 2001, he did not attend any meetings during such fiscal year
through the effective date of his resignation. Messrs. Fernandez and Parmer
became members of the Compensation Committee on November 6, 2001. Mr. Roman
Martinez IV was a member of the Compensation Committee until his resignation
from the Board of Directors on May 7, 2001. The functions of the Compensation
Committee are to (i) approve policies, plans and performance criteria concerning
the salaries, bonuses and other compensation of the executive officers of SBS,
(ii) review and approve the salaries, bonuses and other compensation of the
executive officers of SBS, (iii) review the compensation programs for other key
employees, including salary and bonus amounts, (iv) establish and review
policies regarding executive officer perquisites, (v) engage experts on
compensation matters, if and when the members of the Compensation Committee deem
it proper or advisable to do so, and (vi) perform such other duties as shall
from time to time be delegated by the Board of Directors. The Compensation
Committee met twice on November 13, 2000, to review compensation items for
fiscal years 2000 and 2001, and on December 27, 2001 and January 16, 2002, to
review certain compensation items for fiscal years 2001 and 2002.

The members of the Stock Option Committee are Jason L. Shrinsky, Castor
Fernandez and Carl Parmer. Messrs. Fernandez and Parmer became members of the
Stock Option Committee on November 6, 2001. Mr. Roman Martinez IV was a member
of the Stock Option Committee until his resignation from the Board of Directors
on May 7, 2001. The Stock Option Committee reviews and approves stock option
grants to executive officers and employees of SBS. The Stock Option Committee
held two meetings during fiscal year 2001.

The Board of Directors held five meetings during fiscal year 2001. Each
incumbent director who was a director of SBS during fiscal year 2001 attended
more than 75% of the aggregate number of meetings of the Board of Directors and
the committees of which he was a member that were held during the period of his
membership on the Board of Directors and such committee(s), respectively, except
that Raul Alarcon, Jr. did not attend any meetings of the Compensation Committee
during fiscal year 2001.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid for services rendered to SBS and its subsidiaries by, in all capacities
during the fiscal years 2001, 2000 and 1999, our Chief Executive Officer and
President and our next three highest paid executive officers during fiscal year
2001, whose total annual salary and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
-------------------------------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
SALARY BONUS COMPENSATION OPTIONS/SARS
NAME PRINCIPAL POSITION YEAR ($) ($) ($) (#)
- ---- -------------------- ---- ---------- ---------- ------------ -------------

Raul Alarcon, Jr......... Chief Executive 2001 $1,000,000 $ 792,864 $155,531(a) 100,000
Officer, President 2000 1,000,000 1,000,000 201,829(a) 100,000
and Chairman of 1999 1,985,768 1,265,857 202,452(a) --
the Board of
Directors
Joseph A. Garcia......... Executive Vice 2001 $ 379,615 $ 100,000(b) $ --(c) 100,000
President, Chief 2000 300,000 150,000 --(c) 250,000
Financial Officer 1999 296,298 385,000 --(c) --
and Secretary
William B. Tanner........ Executive Vice 2001 $ 530,058 $ 18,000 $156,572(d) 15,000
President of 2000 -- -- -- 218,552
Programming 1999 -- -- -- --
Luis Diaz-Albertini...... Vice President/ 2001 $ 234,477 $ -- $ --(c)(e) 12,500
Group Sales 2000 225,000 80,000 --(c) 50,000
1999 225,053 210,000 --(c) --
</Table>

- ---------------
(a) Excludes amounts paid by us in connection with our lease of an apartment in
Manhattan owned by Mr. Alarcon, Jr. which is used primarily by Mr. Alarcon,
Jr. while on SBS business in New York. Mr. Alarcon, Jr. received personal
benefits in addition to his salary and bonus, including use of automobiles.
We paid an aggregate of $123,611, $85,329, and $96,512 in fiscal years
2001, 2000 and 1999, respectively, for automobiles used, including driver's
salary, by Mr. Alarcon, Jr. In fiscal year 2001, Mr. Alarcon, Jr. received
total personal benefits estimated at $155,531, including living quarters
for him and his family in Key Biscayne, Florida pending completion of the
construction of their residential home in Miami, Florida. As a result of
Mr. Alarcon, Jr.'s relocation to his newly constructed home, our last rent
payment for his apartment in Key Biscayne was made on November 30, 2000.

(b) Reflects bonus earned for performance in fiscal year 2001 which Mr. Garcia
received in January 2002.

(c) Excludes perquisites and other personal benefits, securities or property
which aggregate the lesser of $50,000 or 10% of the total of annual salary
and bonus.

(d) Includes a payment of $154,742 that we made to William Tanner on November
30, 2001, pursuant to a side letter agreement to Mr. Tanner's employment
agreement which required us to make a payment to Mr. Tanner if the price of
our Class A common stock had not reached a specified level by August 30,
2001. Such amount was accrued in our financial statements in fiscal year
2001.

(e) Excludes a $50,000 loan made by SBS to Mr. Diaz-Albertini which, during the
time of Mr. Diaz-Albertini's employment at SBS, was to be repaid over two
years with amounts withheld from Mr. Diaz-Albertini's salary. Mr.
Diaz-Albertini terminated his employment with SBS on August 10, 2001 and
currently owes SBS a portion of the loan. Mr. Diaz-Albertini has agreed to
repay his loan in monthly installments.

STOCK OPTIONS

The following table sets forth information concerning the grant of stock
options to each of the named executive officers in fiscal year 2001:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
INDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE POTENTIAL REALIZABLE VALUE
OPTIONS/SARS EMPLOYEES IN OR BASE AT ASSUMED ANNUAL RATES
GRANTED FISCAL YEAR PRICE EXPIRATION OF STOCK PRICE APPRECIATION
NAME (#)(A) 2001 ($/SH) DATE FOR OPTION TERM
- ---- ------------ ------------ -------- ---------- ---------------------------
5%($) 10%($)
----------- -------------

Raul Alarcon, Jr........ 100,000(b) 20.8% $9.4687 10/27/10 $595,481 $1,509,067
Joseph A. Garcia........ 100,000(c) 20.8 $4.813 12/07/10 302,687 767,068
William B. Tanner....... 15,000(d) 3.1 $9.20 8/31/06 86,787 219,936
Luis Diaz-Albertini..... 12,500(e) 2.6 $5.50 11/10/01(e) 56(e) 110(e)
</Table>

- ---------------
(a) Each option was granted under our 1999 Stock Option Plan. The options that
are not otherwise exercisable prior to a change in control of SBS will
become exercisable on the date of a change in control of SBS and will
remain exercisable for the remainder of the term of the option, as
discussed in our 1999 Stock Option Plan.

(b) Raul Alarcon, Jr.'s option vested immediately upon the granting of such
option on October 27, 2000.

(c) Twenty percent of Joseph A. Garcia's option vested immediately on December
7, 2000 and the rest vests ratably over a four-year period.

(d) William B. Tanner's option vested immediately upon the granting of such
option on August 31, 2001.

(e) Twenty percent of Luis Diaz-Albertini's option vested immediately on
February 23, 2001. Mr. Diaz-Albertini terminated his employment at SBS on
August 10, 2001. Pursuant to the terms of the 1999 Stock Option Plan (i) the
unvested portion of Mr. Diaz-Albertini's option with respect to 10,000
shares of our Class A common stock expired upon the termination of his
employment and (ii) his option with respect to the remaining 2,500 shares of
our Class A common stock expired on November 10, 2001. The calculation of
the potential realizable value at assumed annual rates of stock price
appreciation for the option term, with respect to Mr. Diaz-Albertini's
option holdings, is based on options to purchase 2,500 shares exercisable at
fiscal year end.

The following table sets forth certain information regarding stock options
exercised, if any, by the named executive officers during fiscal year 2001,
including the aggregate value of gains, if any, on the date of exercise. In
addition, the table sets forth the number of shares covered by both exercisable
and nonexercisable stock options as of September 30, 2001. Also reported are the
values of "in the money" options which represent the positive spread between the
exercise price of any existing stock options and the Class A common stock price
as of September 30, 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS/SAR VALUES

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS
YEAR END(#) AT FISCAL YEAR END($)
SHARES --------------------------- ---------------------------
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------

Raul Alarcon, Jr. ..... -- -- 200,000 -- -- --
Joseph A. Garcia....... -- -- 120,000 230,000 $45,540 $182,160
William B. Tanner...... -- -- 160,701 72,851 -- --
Luis Diaz-Albertini.... -- -- 22,500 -- $ 3,975 --
</Table>

EMPLOYMENT AGREEMENTS AND ARRANGEMENTS

Raul Alarcon, Jr.

We have an employment agreement with Raul Alarcon, Jr. dated as of October
25, 1999, pursuant to which Mr. Alarcon, Jr. serves as our Chairman of the Board
of Directors, Chief Executive Officer and President. The agreement became
effective on October 27, 1999, expires on December 31, 2004 and renews for
successive one-year periods after December 31, 2004 if not terminated by either
party. The agreement provides for a base salary of not less than $1.0 million
for each year of the employment term, which may be increased by the Board of
Directors. Under the terms of the agreement, Mr. Alarcon, Jr. is entitled to
receive an annual cash performance bonus determined by the Board of Directors
based on annual same station broadcast cash flow growth. Mr. Alarcon, Jr. also
has the right to receive options to purchase 100,000 shares of Class A common
stock on October 27 of each year of the employment term at an exercise price
equal to the fair market value of our Class A common stock on the respective
grant date. Mr. Alarcon, Jr. is entitled to participate in our employee benefit
plans and to receive other non-salary benefits, such as health insurance, life
insurance, reimbursement for business related expenses and reimbursement for
personal tax and accounting expenses. The agreement provides that Mr. Alarcon,
Jr.'s employment may be terminated at the election of the Board of Directors
upon his disability or for cause (as defined in the agreement). Pursuant to the
agreement, Mr. Alarcon, Jr. is entitled to the use of one automobile and driver
at our expense.

Joseph A. Garcia

Prior to December 7, 2000, we had an employment agreement with Joseph A.
Garcia dated as of October 25, 1999 (the "1999 Employment Agreement"), pursuant
to which Mr. Garcia served as our Chief Financial Officer, Executive Vice
President and Secretary. The 1999 Employment Agreement became effective on
October 27, 1999 and was to terminate on October 27, 2002. Mr. Garcia received
an annual base salary of $300,000. In addition, Mr. Garcia was entitled to
receive (a) an annual cash bonus to be determined by the Board of Directors,
based on performance, and (b) an option to purchase 250,000 shares of Class A
common stock, with 20% vesting immediately and the rest vesting ratably over a
four-year period at an exercise price of $20.00 per share, for past performance.
Mr. Garcia was also entitled to receive standard employee benefits provided to
all of our executives, such as health, life and long-term disability insurance
and reimbursement for business related expenses.

On December 7, 2000, we entered into a new employment agreement with Mr.
Garcia pursuant to which he continues to serve as our Chief Financial Officer,
Executive Vice President and Secretary. This new employment agreement became
effective as of December 7, 2000, has similar terms to the 1999 Employment
Agreement, including a discretionary bonus, except that the new employment
agreement has a term expiring on December 7, 2005, and provides for an annual
base salary of $400,000. Under his new agreement, Mr. Garcia is entitled to
receive options to purchase 100,000 shares of Class A common stock, with 20%
vesting immediately and the rest vesting ratably over a four-year period at an
exercise price of $4.81 per share. The grant of options to Mr. Garcia pursuant
to the 1999 Employment Agreement remains effective.

William B. Tanner

We have an employment agreement with William B. Tanner dated as of August
31, 2000, pursuant to which Mr. Tanner serves as our Executive Vice President of
Programming. The term of the agreement is from August 31, 2000 to August 31,
2005. The agreement provides for an annual base salary of $475,000, with an
annual 10% increase over the prior year's base salary. Mr. Tanner is entitled to
receive quarterly bonuses based on SBS radio stations achieving certain
Arbitron(R) ratings. Under the terms of the agreement, Mr. Tanner has the right
to receive (1) an option to purchase 218,552 shares of Class A common stock,
with 33% vesting immediately and the rest vesting ratably over a two-year
period, and (2) an option to purchase an aggregate of 75,000 shares of Class A
common stock to be granted ratably over a five-year period, at an exercise price
equal to the closing price of our Class A common stock on the immediately
preceding business day of each respective grant date. Mr. Tanner is also
entitled to receive standard employee benefits provided to all of our similarly
situated executives, such as health, life and long-term disability insurance and
reimbursement of
11

business related expenses. He is also entitled to reimbursement of power and
telephone bills for a Los Angeles residence as well as a monthly automobile
allowance.

Luis Diaz-Albertini

Luis Diaz-Albertini's employment with SBS terminated on August 10, 2001. We
had an employment agreement during fiscal year 2001 with Mr. Diaz-Albertini
dated as of October 25, 1999, pursuant to which Mr. Diaz-Albertini served as our
Vice President/Group Sales. The employment agreement became effective on October
27, 1999 and was to terminate on October 27, 2002. Mr. Diaz-Albertini received
an annual salary of $225,000. In addition, Mr. Diaz-Albertini was entitled to
receive (1) an annual cash bonus to be determined by the Board of Directors,
based on performance, and (2) an option to purchase 50,000 shares of Class A
common stock, with 20% vesting immediately and the rest vesting ratably over a
four-year period at an exercise price of $20.00 per share, for past performance.
Mr. Diaz-Albertini was also entitled to receive standard employee benefits
provided to all of our executives, such as health, life and long-term disability
insurance and reimbursement for business related expenses. Upon the termination
of Mr. Diaz-Albertini's employment with SBS on August 10, 2001, his unvested
options were forfeited immediately and his vested options expired on November
10, 2001.

DIRECTOR COMPENSATION

Directors who are officers or who were formerly officers do not receive any
compensation for serving on our Board of Directors. Our non-employee directors
are eligible to receive options under our Non-Employee Director Stock Option
Plan. All directors are reimbursed for their out-of-pocket expenses incurred in
connection with their service as directors.

In connection with their election to our Board of Directors on November 2,
1999, we granted each of Messrs. Roman Martinez IV and Jason L. Shrinsky an
option to purchase 50,000 shares of Class A common stock at an exercise price of
$20.00 per share, with 20% vesting immediately and the rest vesting ratably over
a four-year period. Mr. Shrinsky holds his options for the benefit of his law
firm, Kaye Scholer LLP. Mr. Martinez resigned as a director of SBS on May 7,
2001, and all his unvested and vested options terminated during fiscal year
2001. See "Stock Plans -- Non-Employee Director Stock Option Plan."

Effective as of October 29, 2001, in connection with the election of Castor
Fernandez and Carl Parmer to our Board of Directors on August 9, 2001, we
granted each of Messrs. Fernandez and Parmer options to purchase 50,000 shares
of Class A common stock at an exercise price of $7.50 per share, with 20%
vesting immediately and the rest vesting ratably over a four-year period.

During fiscal year 2001, Pablo Raul Alarcon, Sr. and Jose Grimalt each
received a payment in the amount of $20,000 in recognition of certain consulting
services rendered to SBS. We also paid for the use of automobiles by Mr.
Alarcon, Sr. in the amount of approximately $28,723.

ANNUITY

Upon the completion of our initial public offering on November 2, 1999, we
purchased an annuity for $10.2 million from The Canada Life Assurance Company as
a retirement vehicle for the benefit of our retired officers, Pablo Raul
Alarcon, Sr., our Chairman Emeritus and a director, and Jose Grimalt, our
Secretary Emeritus and a director. Messrs. Alarcon, Sr. and Grimalt receive
annual payments of approximately $700,000 and $300,000, respectively, from The
Canada Life Assurance Company, and will continue to do so for the rest of their
lives. Mr. Alarcon, Sr.'s wife and Mr. Grimalt's wife are joint annuitants with
their husbands. Should Mrs. Alarcon, Sr. survive her husband, she would receive
annual payments of $350,000 for the rest of her life. Should Mrs. Grimalt
survive her husband, she would receive annual payments of $150,000 for the rest
of her life.

STOCK PLANS

1999 Stock Option Plan

We have adopted an option plan to incentivize our present and future
executive, managerial and other employees through equity ownership. The option
plan provides for the granting of stock options to individuals selected by the
Compensation Committee of the Board of Directors or a subcommittee of the
Compensation Committee (or by the Board of Directors if such committees are not
appointed). The function of the Compensation Committee in reviewing and
approving stock option grants is currently delegated to a subcommittee, the
Stock Option Committee. An aggregate of 3,000,000 shares of Class A common stock
have been reserved for issuance under this option plan. The option plan allows
us to tailor incentive compensation for the retention of personnel, to support
corporate and business objectives, and to anticipate and respond to a changing
business environment and competitive compensation practices. During fiscal year
2001, options to purchase 480,000 shares of Class A common stock were granted
under this plan at exercise prices ranging from $4.81 to $9.69 per share.

The Stock Option Committee has discretion to select the participants,
determine the type, size and terms of each award, modify the terms of awards,
determine when awards will be granted, and make all other determinations which
it deems necessary or desirable in the interpretation and administration of the
option plan. The option plan terminates ten years after September 27, 1999, the
date that it was approved and adopted by the stockholders of SBS. Generally, a
participant's rights and interest under the option plan are not transferable
except by will or by the laws of descent and distribution.

Options, which include non-qualified stock options and incentive stock
options, are rights to purchase a specified number of shares of Class A common
stock at a price fixed by the Stock Option Committee. The option price may be
less than, equal to or greater than the fair market value of the underlying
shares of Class A common stock, but in no event will the exercise price of an
incentive stock option be less than the fair market value on the date of grant.

Options expire no later than ten years after the date on which they are
granted (five years in the case of incentive stock options granted to 10%
stockholders). Options become exercisable at such times and in such installments
as the Stock Option Committee determines. Notwithstanding this, any
nonexercisable options will immediately vest and become exercisable upon a
change in control of SBS. Upon termination of a participant's employment with
SBS, options that are not exercisable will be forfeited immediately and options
that are exercisable will remain exercisable for twelve months following any
termination by reason of an optionholder's death, disability or retirement. If
termination is for any reason other than the preceding and other than for cause,
exercisable options will remain exercisable for three months following such
termination. If termination is for cause, exercisable options will not be
exercisable after the date of termination. Payment of the option price must be
made in full at the time of exercise in such form (including, but not limited
to, cash or common stock of SBS) as the Stock Option Committee may determine.

In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure of shares of SBS, the Stock
Option Committee will have the discretion to make any adjustments it deems
appropriate in the number and kind of shares reserved for issuance upon the
exercise of options and vesting of grants under the option plan and in the
exercise price of outstanding options.

Non-Employee Director Stock Option Plan

We have also adopted a separate option plan for our non-employee directors.
The terms of the plan provide that the Board of Directors has the discretion to
grant stock options to any non-employee director. An aggregate of 300,000 shares
of Class A common stock have been reserved for issuance under this option plan.
The plan terminates ten years after September 27, 1999, the date that it was
approved and adopted by the stockholders of SBS. The plan is administered by the
Board of Directors. To date, each of our non-employee directors has been granted
an option to purchase 50,000 shares of Class A common stock at the market price
of the Class A common stock as of the respective grant date.

Under the plan, any non-exercisable options will immediately vest and
become exercisable upon a change in control of SBS. If a non-employee director
ceases to be a member of the Board of Directors due to death, retirement or
disability, all his unvested options will terminate immediately and all his
exercisable options on such date will remain exercisable for their term. If a
non-employee director's service as a director is terminated for any reason other
than the preceding, all his unvested options will terminate immediately and all
his exercisable options on such date will remain exercisable for thirty days.

401(K) PLAN

We offer a tax-qualified employee savings and retirement plan (the "401(k)
Plan") covering our employees. Pursuant to the 401(k) Plan, an employee may
elect to contribute to the 401(k) Plan 1%-15% from his annual salary, not to
exceed the statutorily prescribed annual limit, which was $10,500 for 2001. We
may, at our option and in our sole discretion, make matching and/or profit
sharing contributions to the 401(k) Plan on behalf of all participants. To date,
we have not made any such contributions. The 401(k) Plan is intended to qualify
under Section 401(a) of the Internal Revenue Code so that contributions by
employees or by us to the 401(k) Plan and income earned on plan contributions
are not taxable to employees until distributed to them and contributions by us
will be deductible by us when, and if, made. The trustees under the 401(k) Plan,
at the direction of each participant, invest such participant's assets in the
401(k) Plan in selected investment options.

LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY

Our third amended and restated certificate of incorporation has a provision
which limits the liability of directors to us to the maximum extent permitted by
Delaware law. The third amended and restated certificate of incorporation
specifies that our directors will not be personally liable for monetary damages
for breach of fiduciary duty as a director. This limitation does not apply to
actions by a director or officer that do not meet the standards of conduct which
make it permissible under the Delaware General Corporation Law for SBS to
indemnify directors or officers.

Our amended and restated by-laws provide for indemnification of directors
and officers (and others) in the manner, under the circumstances and to the
fullest extent permitted by the Delaware General Corporation Law, which
generally authorizes indemnification as to all expenses incurred or imposed as a
result of actions, suits or proceedings if the indemnified parties acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of SBS. Each director has entered into an indemnification
agreement with us that provides for indemnification to the fullest extent
provided by law. We believe that these provisions are necessary or useful to
attract and retain qualified persons as directors and officers.

We have obtained insurance for the benefit of our directors and officers
that provides for coverage of up to $100.0 million.

There is a pending litigation claim against us and certain of our directors
and officers concerning which such directors and officers may seek
indemnification. On November 28, 2001, a class action lawsuit was filed in the
United States District Court for the Southern District of New York on behalf of
purchasers who acquired shares of our Class A common stock pursuant to the
registration statement and prospectus (collectively, the "Prospectus") relating
to our initial public offering which closed on November 2, 1999 (the "IPO"). The
lawsuit was filed against SBS, eight underwriters of the IPO (collectively, the
"Underwriters"), two members of our senior management team, one of which is our
Chairman of the Board of Directors, and an additional director. The claims being
made under the complaint are similar to claims currently being made under
hundreds of class action suits filed against companies with recent initial
public offerings and their underwriters. We believe that we would have a valid
claim against the Underwriters for indemnification in the event that the
plaintiffs were to be awarded damages as a result of this lawsuit. Discovery in
the lawsuit has been stayed while motions to dismiss the complaint are being
prepared.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Board of Directors maintains a Compensation Committee and a Stock
Option Committee, which is a subcommittee of the Compensation Committee. The
current members of both the Compensation Committee and the Stock Option
Committee are three non-employee directors of SBS: Jason L. Shrinsky, Castor
Fernandez and Carl Parmer. Mr. Shrinsky was a member of the Compensation
Committee and Stock Option Committee during all of fiscal year 2001. Messrs.
Fernandez and Parmer became members of the Compensation Committee and Stock
Option Committee on November 6, 2001. Raul Alarcon, Jr., our Chief Executive
Officer, President and Chairman of the Board of Directors, resigned as a member
of the Compensation Committee effective December 31, 2001. Although Mr. Alarcon,
Jr. was a member of the Compensation Committee during the fiscal year ended
September 30, 2001, he did not attend any meetings during such fiscal year
through the effective date of his resignation. Mr. Roman Martinez IV was a
member of the Compensation Committee and Stock Option Committee during fiscal
year 2001 until his resignation from the Board of Directors on May 7, 2001. Mr.
Martinez was a non-employee director. The Compensation Committee met twice on
November 13, 2000, to review certain compensation items for fiscal years 2000
and 2001, and on December 27, 2001 and January 16, 2002, to review certain
compensation items for fiscal years 2001 and 2002. The Stock Option Committee
held two meetings during fiscal year 2001. See "Certain Relationships and
Related Transactions."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following sets forth certain relationships between SBS and current
directors and nominees for election as director and executive officers, and
certain transactions entered into between SBS and such individuals.

We lease a two-bedroom furnished condominium apartment in midtown Manhattan
from Mr. Alarcon, Jr., our Chief Executive Officer, President and Chairman of
the Board of Directors, for a monthly rent of $9,000. The lease commenced in
August 1987 and will expire in August 2007. Generally, the apartment is used by
Mr. Alarcon, Jr. while on SBS business in New York. We believe that the rent for
this apartment is at the market rate.

In 1992, Messrs. Alarcon, Sr. and Alarcon, Jr. acquired a building in Coral
Gables, Florida, for the purpose of housing the studios of WCMQ-AM and WCMQ-FM.
In June 1992, Spanish Broadcasting System of Florida, Inc., a subsidiary of SBS,
entered into a twenty-year net lease with Messrs. Alarcon, Sr. and Alarcon, Jr.
for the Coral Gables building which provides for a base monthly rent of $9,000.
Effective June 1, 1998, the lease on this building was assigned to SBS Realty
Corp., a realty management company owned by Messrs. Alarcon, Sr. and Alarcon,
Jr. This building currently houses the offices and studios of all of our Miami
stations. We believe that the rent for the current studios is at the market
rate.

Mr. Grimalt's son is employed by SBS as an operations manager. He was paid
$145,530 and a bonus of $5,000 for fiscal year 2001. As part of his
compensation, we also paid the leasing costs for an automobile in the amount of
$12,621. Mr. Grimalt's daughter is employed by SBS as a sales researcher and was
paid $41,827 for fiscal year 2001. Mr. Alarcon, Jr.'s uncle is employed by SBS
as an operations manager and was paid $76,500 for fiscal year 2001.

Jason L. Shrinsky, one of our directors, is a partner of Kaye Scholer LLP,
which has regularly represented us as our legal counsel for more than 17 years
and continues to do so.

Our corporate headquarters are located on one floor of a 21-story office
building in Coconut Grove, Florida owned by Irradio Holdings Ltd., a Florida
limited partnership, for which the general partner is Irradio Investments, Inc.,
a Florida subchapter S corporation wholly-owned by Mr. Alarcon, Jr. As of
November 1, 2000, we are leasing our office space under a ten-year lease, with
the right to renew for two consecutive five-year terms. We are currently paying
a base rent of approximately $36,000 per month for this office space. We believe
that the monthly rent we pay is at the market rate.

During fiscal year 2001, we had sales of approximately $0.2 million to
Castor Advertising Florida Corp., a company owned by Castor Fernandez, one of
our directors. On December 31, 2001, Castor Advertising Florida Corp. was
dissolved.

See "Security Ownership of Certain Beneficial Owners and Management."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers and persons who own more than 10% of a
registered class of our equity securities (collectively, "Reporting Persons") to
file reports of ownership and changes in ownership of our securities with the
Securities and Exchange Commission (the "SEC"). Reporting Persons are required
by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms received or written
representations from the Reporting Persons, we believe that with respect to
fiscal year 2001, all the Reporting Persons complied with all applicable filing
requirements, except that: (1) one report covering one transaction by Joseph A.
Garcia was filed late; (2) one report covering one transaction by Raul Alarcon,
Jr. was filed late; (3) one report covering one transaction by Luis
Diaz-Albertini was filed late; (4) the Initial Statement of Beneficial Ownership
of Castor Fernandez was filed late; and (5) the Initial Statement of Beneficial
Ownership of Carl Parmer was filed late.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Compensation Committee reviews and approves the compensation of SBS's
executive officers, managers and key employees. The Compensation Committee
currently consists of three non-employee directors: Jason L. Shrinsky, Carl
Parmer and Castor Fernandez. Raul Alarcon, Jr., SBS's Chief Executive Officer
("CEO"), President and Chairman of the Board of Directors, resigned as a member
of the Compensation Committee effective December 31, 2001. Although Mr. Alarcon,
Jr. was a member of the Compensation Committee during the fiscal year ended
September 30, 2001, he did not attend any meetings during such fiscal year
through the effective date of his resignation. Mr. Alarcon, Jr. has served as an
advisor on all compensation matters before the Compensation Committee, other
than those relating to his own compensation, and continues to do so. The Stock
Option Committee, a subcommittee of the Compensation Committee currently
comprised of Messrs. Shrinsky, Parmer and Fernandez, reviews and approves all
stock option grants to executive officers, managers and employees.

Messrs. Parmer and Fernandez became members of the Compensation Committee
and the Stock Option Committee on November 6, 2001, after the end of fiscal year
2001. During fiscal year 2001, Roman Martinez IV was a member of the
Compensation Committee and the Stock Option Committee until his resignation from
the Board of Directors on May 7, 2001. During the period after the departure of
Mr. Martinez and prior to the appointment of Messrs. Parmer and Fernandez to the
Compensation Committee and the Stock Option Committee (May 7, 2001 -- November
6, 2001), the Board of Directors met three times in the place of the Stock
Option Committee to approve stock option grants to certain non-employee
directors and certain employees, none of whom were executive officers. During
such period, the Compensation Committee and the Stock Option Committee were
inactive.

The objectives of SBS's executive compensation program are to (1) set
levels of compensation that will attract and retain superior executives in the
highly competitive radio broadcasting environment, (2) emphasize
performance-based compensation that reflects the executive officer's individual
contribution to SBS's financial performance and (3) provide equity-based
compensation to align the interests of executive officers with those of
stockholders. In order to achieve these objectives, the executive compensation
program consists of three primary components: salary, bonuses and stock options.

EXECUTIVE OFFICER COMPENSATION

During fiscal year 2001, SBS had an employment agreement with each
executive officer. The employment agreements of Raul Alarcon, Jr. and Luis
Diaz-Albertini were entered into prior to the creation of the Compensation
Committee, which was established on November 2, 1999 upon the completion of
SBS's initial public offering. William Tanner's employment agreement and Joseph
A. Garcia's current employment agreement were entered into on August 31, 2000
and December 7, 2000, respectively, prior to the appointment of Messrs. Parmer
and Fernandez to the Compensation Committee. Salary, salary increase and bonus
recommendations for executive officers other than the CEO are proposed by the
CEO, and are then reviewed and, when appropriate, revised by the Compensation
Committee, which has final approval of all such compensation. The base salaries
of executive officers are determined by reference to the officer's experience
level, length of employment, level of responsibility, historical salary paid and
salaries for individuals in comparable positions paid by other companies in the
radio broadcasting industry. Salary increases and bonuses are intended to reward
performance and provide executive officers with financial incentives to meet
annual performance targets. In reviewing salary increases and bonuses that are
discretionary under the employment agreements, the Compensation Committee
considers length of employment, individual performance and SBS's performance,
including performance relative to its competitors, performance relative to
business conditions, and SBS's success in meeting its financial objectives. The
relative weight given to each factor may vary by individual in the Compensation
Committee's discretion.

SBS employs equity-based compensation for executive officers, managers and
other employees in order to provide incentives to build stockholder value and
align the interests of these executive officers and employees with the interests
of stockholders. Stock options are granted at the market price of SBS's Class A
common

stock as of the date of grant and therefore have value only if the price of the
Class A common stock increases over the exercise price. Proposals for stock
option grants to executive officers, managers and other employees, other than
the CEO, are presented to the Stock Option Committee by the CEO and are then
reviewed and, when appropriate, revised by the Stock Option Committee, which has
final approval of all such grants. In reviewing stock option grants, the Stock
Option Committee considers the same factors noted above for the granting of
salary increases and bonuses as well as whether the grants will provide the
intended incentives.

CHIEF EXECUTIVE OFFICER COMPENSATION

Raul Alarcon, Jr., CEO, President and Chairman of the Board of Directors,
has not participated as a member of the Compensation Committee with regard to
the review and approval of his own compensation. On October 25, 1999, SBS
entered into an amended and restated employment agreement with Mr. Alarcon, Jr.,
which expires on December 31, 2004 and renews for successive one-year periods
unless terminated by either party, pursuant to which he is entitled to receive
an annual base salary of not less than $1,000,000. In fiscal year 2001, Mr.
Alarcon, Jr. received a base salary of $1,000,000. Under the employment
agreement, Mr. Alarcon, Jr. is also entitled each year of his employment to
receive options to purchase 100,000 shares of SBS's Class A common stock and an
annual bonus based on same station annual broadcast cash flow growth or a
greater amount granted at the discretion of the Board of Directors. In fiscal
year 2001, the Board of Directors and the Compensation Committee exercised their
discretion to grant Mr. Alarcon, Jr. a bonus of $792,864 in consideration of his
instrumental role in the successful launch of radio station KXOL-FM in Los
Angeles, his success in the pursuit of strategic objectives such as
acquisitions, SBS's financial performance in 2001, the progress made by SBS's
radio stations in Puerto Rico and Mr. Alarcon, Jr.'s overall management
performance in a very difficult economic environment.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986, as amended, provides
that a public company may not deduct compensation paid to its chief executive
officer or the company's other four most highly compensated executive officers
which exceeds $1,000,000 for any such officer in a given taxable year unless the
compensation qualifies as "performance-based." SBS may pay its executive
officers compensation that is not deductible pursuant to Section 162(m) if the
Compensation Committee deems such compensation to be necessary to meet SBS's
executive compensation objectives, and to be in the best interest of
stockholders. SBS has made such non-deductible payments in the past and reserves
the right to do so in the future.

Respectfully submitted,

Compensation Committee:
Jason L. Shrinsky
Carl Parmer
Castor Fernandez

AUDIT COMMITTEE REPORT

The Audit Committee currently consists of three independent directors:
Jason L. Shrinsky, Carl Parmer and Castor Fernandez. Mr. Shrinsky has been a
member of the Audit Committee since its creation on November 2, 1999. Messrs.
Parmer and Fernandez became members of the Audit Committee on August 9, 2001.
Roman Martinez IV was a member of the Audit Committee from November 2, 1999
until his resignation from the Board of Directors on May 7, 2001.

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing (i) the
financial reports and other financial information to be provided by SBS to any
governmental body or the public, (ii) SBS's systems of internal controls that
management and the Board of Directors have established and (iii) SBS's auditing,
accounting and financial reporting processes generally. The Audit Committee's
primary duties and responsibilities are to: (i) serve as an independent and
objective party to monitor SBS's financial reporting process and internal
control system, (ii) review and appraise the audit efforts of SBS's independent
accountants and the internal auditing process and (iii) provide an open avenue
of communication among the independent accountants, financial and senior
management and the Board of Directors.

Management is responsible for SBS's internal controls and the financial
reporting process. SBS's independent public accountants are responsible for
performing an independent audit of SBS's consolidated financial statements in
accordance with generally accepted auditing standards and issuing a report
thereon.

The Audit Committee has reviewed and discussed with management the audited
consolidated financial statements of SBS for the fiscal year ended September 30,
2001. The Audit Committee has discussed with KPMG LLP, SBS's independent public
accountants, the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees.

The Audit Committee has received the written disclosures and the letter
from KPMG LLP required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and the Audit Committee has
discussed with KPMG LLP the latter's independence. The Audit Committee has
reviewed the provision of all non-audit services by KPMG LLP and has concluded
that the provision of these services is compatible with maintaining KPMG LLP's
independence.

Based on the Audit Committee's review and discussions noted above, as well
as the representations of management and the written report and representations
of KPMG LLP, the Audit Committee recommended to the Board of Directors that
SBS's audited consolidated financial statements be included in SBS's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001 for filing with
the SEC.

Respectfully submitted,

Audit Committee:
Jason L. Shrinsky
Carl Parmer
Castor Fernandez

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The graph below compares the cumulative total stockholder return on our
Class A common stock with the cumulative total return on the Standard & Poor's
500 Index and the Standard & Poor's Broadcasting Index for TV, Radio and Cable
from October 27, 1999, the date on which our Class A common stock began trading
on the Nasdaq National Market, to December 30, 2001. Because we have changed our
fiscal year end from the last Sunday in September to the last Sunday in
December, beginning with December 2002, we have included stockholder return
information for both September and December in the graph. The data set forth
below assumes that the value of an investment in our Class A common stock and in
each Index on October 27, 1999 was $100, and assumes the reinvestment of
dividends.

The comparisons in the graph below are based upon historical data and are
not indicative of, nor intended to forecast, future performance of our Class A
common stock.

COMPARISON OF CUMULATIVE TOTAL RETURN* FROM OCTOBER 27, 1999 TO
DECEMBER 30, 2001 AMONG SPANISH BROADCASTING SYSTEM, INC.,
THE S&P 500 INDEX AND THE S&P BROADCASTING (TV, RADIO, CABLE) INDEX
[COMPARISON CHART]
- ---------------
* $100 INVESTED ON OCTOBER 27, 1999 IN STOCK OR INDEX INCLUDING REINVESTMENT OF
DIVIDENDS

CUMULATIVE TOTAL RETURN

<Table>
<Caption>
- ------------------------------------------------------------------------------------
10/27/99 12/26/99 9/24/00 12/31/00 9/30/01 12/30/01
- ------------------------------------------------------------------------------------

SBSA $100.00 $188.75 $58.75 $ 25.00 $35.45 $48.45
S&P 500 $100.00 $114.03 $114.24 $104.44 $83.14 $93.06
S&P Broadcasting
Index $100.00 $127.04 $91.80 $ 90.44 $74.13 $87.15
</Table>

PROPOSAL 2
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS

Our consolidated financial statements for the fiscal year ended September
30, 2001 have been audited by KPMG LLP, independent certified public
accountants. Representatives of KPMG LLP are expected to be present at the
Annual Meeting to respond to appropriate questions and will have an opportunity
to make a statement if they so desire.

The Board of Directors has appointed KPMG LLP as independent auditors to
audit our consolidated financial statements for the fiscal year ending December
29, 2002. Unless otherwise directed, the persons named in the accompanying proxy
card will vote in favor of the ratification of the appointment of KPMG LLP.

The ratification of the selection of independent auditors requires a
majority of the votes cast at the Annual Meeting. Abstentions will count as a
vote against the proposal, and broker non-votes will not count toward the vote
on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON STOCK
AND EACH HOLDER OF CLASS B COMMON STOCK VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 29, 2002.

AUDIT AND NON-AUDIT FEES

The following table sets forth the aggregate fees billed to us for
professional audit services rendered by KPMG LLP for the audit of our annual
consolidated financial statements for fiscal year 2001 and review of the
consolidated financial statements included in our Quarterly Reports on Form 10-Q
for such year and fees billed for other services rendered by KPMG LLP for fiscal
year 2001.

Audit Fees, excluding Audit-Related Services................ $ 300,000
==========
Financial Information Systems Design and Implementation
Fees...................................................... $ --
==========
All Other Fees:
Audit-Related Services(1)................................. $ 589,000
Other Non-Audit Services(2)............................... 523,000
----------
Total All Other Fees........................................ $1,112,000
==========
</Table>

- ---------------
(1) Audit-related services consisted principally of audits of statutory
financial statements, audits of financial statements of employee benefit
plans, review of registration statements and other filings and the issuance
of consents.

(2) Other non-audit services consisted of tax compliance and internal audit
services.

The Audit Committee reviewed the provision of all non-audit services by
KPMG LLP and concluded that the provision of these services was compatible with
maintaining KPMG LLP's independence.

STOCKHOLDER PROPOSALS FOR NEXT
ANNUAL MEETING

In order for a stockholder proposal to be included in the proxy statement
for our next annual meeting of stockholders to be held in 2003, such proposal
must be submitted in writing and received by us at 2601 South Bayshore Drive, PH
II, Coconut Grove, Florida 33133, Attention: Joseph A. Garcia, Chief Financial
Officer, no later than the close of business on January 20, 2003. In order to
avoid controversy as to the date on which we received a proposal, stockholders
should submit proposals by certified mail, return receipt requested. Shareholder
proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934,
as amended.

If we have not received notice by the close of business on April 5, 2003 of
any other stockholder proposal which is not to be included in the proxy
materials for our next annual meeting but which a stockholder intends to propose
for a vote at such meeting, then the persons named as proxies in the proxy
materials for our next annual meeting may exercise discretionary voting
authority with respect to such matter.

ANNUAL REPORT

Our Annual Report on Form 10-K for the fiscal year ended September 30,
2001, containing our consolidated financial statements, has been mailed
concurrently with the mailing of this Proxy Statement to all stockholders
entitled to notice of and to vote at the Annual Meeting. The Annual Report on
Form 10-K is not incorporated in this Proxy Statement and is not deemed to be a
part of the proxy solicitation material.

ANY BENEFICIAL OR RECORD OWNER OF OUR SECURITIES ON THE RECORD DATE OF MAY
3, 2002 MAY REQUEST AND RECEIVE WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001, INCLUDING THE
CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES THERETO.
SUCH REQUEST SHOULD BE IN WRITING AND ADDRESSED TO: SPANISH BROADCASTING SYSTEM,
INC., 2601 SOUTH BAYSHORE DRIVE, PH II, COCONUT GROVE, FLORIDA 33133, ATTENTION:
JOSEPH A. GARCIA, CHIEF FINANCIAL OFFICER.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.

By Order of the Board of Directors

(/S/ Raul Alarcon, Jr.)
Raul Alarcon, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer

Coconut Grove, Florida
May 20, 2002

- TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE -

SPANISH BROADCASTING SYSTEM, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 11, 2002

The undersigned, acknowledging receipt of (1) notice of the annual meeting of
stockholders to be held on June 11, 2002 at 10:00 a.m., Eastern time, in the
Continental Ballroom of the Wyndham Grand Bay, 2669 South Bayshore Drive, Miami,
Florida 33133, (2) the Proxy Statement relating to the meeting and (3) the 2001
Annual Report on Form 10-K, hereby revokes all prior proxies and appoints Raul
Alarcon, Jr. and Joseph A. Garcia, and each of them acting singly, with full
power of substitution, as proxies to represent and vote on behalf of the
undersigned, as designated herein, all shares of Class A common stock, par value
$0.0001 per share, and all shares of Class B common stock, par value $0.0001 per
share, of Spanish Broadcasting System, Inc., a Delaware corporation, that the
undersigned would be entitled to vote if present in person at the annual meeting
of stockholders and any adjournment or adjournments thereof. These proxies are
authorized to vote in their discretion upon such other matters as may properly
come before the annual meeting or any adjournment(s) thereof.

When properly executed, this proxy will be voted in the manner directed herein
by the undersigned.

IF A CHOICE IS NOT SPECIFIED WITH RESPECT TO ANY PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.

Attendance of the undersigned at the annual meeting will not be deemed to revoke
this proxy unless the undersigned shall revoke this proxy in writing or shall
vote in person at the annual meeting.

EACH STOCKHOLDER SHOULD SIGN THIS PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED
ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SPANISH
BROADCASTING SYSTEM, INC.

HAS YOUR ADDRESS CHANGED?

_______________________________________________________

- TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE -

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN PROPOSAL 1
AND "FOR" PROPOSAL 2.

PROPOSAL 1: Election of Directors. For Raul Alarcon, Jr., Pablo Raul Alarcon,
Sr., Jose Grimalt, Jason L. Shrinsky, Carl Parmer and Castor
Fernandez.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL NOMINEES EXCEPT"BOX AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED.) EXCEPTIONS:
______________________________________________________________

[ ] For All Nominees [ ] Withhold Authority [ ] For All Nominees
Listed To Vote For All Except

IF AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, OR FOR ALL
NOMINEES, IS NOT WITHHELD, OR IF NONE OF THE BOXES ABOVE IS CHECKED,
THIS PROXY WILL BE DEEMED TO GRANT AUTHORITY TO VOTE FOR ALL
NOMINEES.

PROPOSAL 2: Ratification of appointment of KPMG LLP as independent auditors for
the fiscal year ending December 29, 2002.

[ ] For [ ] Against [ ] Abstain

SIGNATURE(S):____________________________________

____________________________________

Please sign name(s) exactly as appearing hereon.
If shares are held jointly, each joint owner
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.

DATED: __________________________________ , 2002

Mark, sign and date the proxy card and return it
in the postage-paid envelope enclosed.