<PAGE>
FORM S-4
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
REGISTRATION NO. 333-61211
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RADIO UNICA CORP.
AND OTHER REGISTRANTS*
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 513111 65-0776004
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification
Organization) No.)
</TABLE>
------------------------
8400 N.W. 52ND STREET, SUITE 101
MIAMI, FLORIDA 33166
(305) 463-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
STEVEN E. DAWSON
RADIO UNICA CORP.
8400 N.W. 52ND STREET, SUITE 101
MIAMI, FLORIDA 33166
(305) 463-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPY TO:
C. KEVIN BARNETTE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
(202) 371-7000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN
CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH
GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
*OTHER REGISTRANTS
<TABLE>
<CAPTION>
ADDRESS, INCLUDING ZIP
CODE AND TELEPHONE
STATE OR OTHER PRIMARY STANDARD NUMBER, INCLUDING AREA
EXACT NAME OF REGISTRANT JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER CODE, OF REGISTRANT'S
AS SPECIFIED IN ITS INCORPORATION OR CLASSIFICATION CODE IDENTIFICATION PRINCIPAL EXECUTIVE
CHARTER ORGANIZATION NUMBERS NUMBER OFFICES
- ------------------------- --------------------- --------------------- ----------------- -------------------------
<S> <C> <C> <C> <C>
Oro Spanish Broadcasting, California 513111 94-2678874 8400 N.W. 52nd St. Suite
Inc. 101
Miami, FL 33166
Radio Unica of San Delaware 513111 65-0813274 8400 N.W. 52nd St. Suite
Francisco, Inc. 101
Miami, FL 33166
Radio Unica of San Delaware 513111 52-2114089 8400 N.W. 52nd St. Suite
Francisco License Corp. 101
Miami, FL 33166
Radio Unica of Miami, Delaware 513111 65-0813271 8400 N.W. 52nd St. Suite
Inc. 101
Miami, FL 33166
Radio Unica of Miami Delaware 513111 52-2114091 8400 N.W. 52nd St.
License Corp. Suite 101
Miami, FL 33166
Radio Unica of Los Delaware 513111 65-0812486 8400 N.W. 52nd St. Suite
Angeles, Inc. 101
Miami, FL 33166
Radio Unica of Los Delaware 513111 52-2114088 8400 N.W. 52nd St. Suite
Angeles License Corp. 101
Miami, FL 33166
Radio Unica of San Delaware 513111 65-0812485 8400 N.W. 52nd St. Suite
Antonio, Inc. 101
Miami, FL 33166
Radio Unica Network, Inc. Delaware 513111 65-0812484 8400 N.W. 52nd St. Suite
101
Miami, FL 33166
Radio Unica Sales Corp. Florida 513111 65-0788821 8400 N.W. 52nd St. Suite
101
Miami, FL 33166
Blaya, Inc. Delaware 513111 65-0803106 8400 N.W. 52nd St. Suite
101
Miami, FL 33166
Radio Unica of Houston Delaware 513111 65-0857122 8400 N.W. 52nd St. Suite
License Corp. 101
Miami, FL 33166
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, that, a director shall be liable to the extent provided by applicable
law (1) for any breach of the directors' duty of loyalty to the Company or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL, or (4) for any transaction from which the director derived any
improper personal benefit.
The Company's Certificate of Incorporation also provides that the Company
shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify any
and all persons whom it shall have power to indemnify under such section from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by such section and shall advance expenses to the fullest
extent permitted thereby. Such right to indemnification and advancement of
expenses shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification and advancement of expenses
provided for therein shall not be deemed exclusive.
Consistent with Section 145 of the DGCL, the Company's Bylaws provide that
the Company shall indemnify any person, to the fullest extent authorized by the
DGCL who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including employee
benefit plans) against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Consistent with Section 145 of the DGCL, the Company's Bylaws provide that
the Company shall indemnify any person, to the fullest extent authorized by the
DGCL who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans) against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the court in which such action or
suit was brought shall determine, upon application, that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
II-1
<PAGE>
Consistent with Section 145 of the DGCL, the Company's Bylaws also provide
that: all reasonable expenses incurred by or on behalf of the indemnitee in
connection with any suit, action or proceeding, may be advanced to the
indemnitee by the Company; the rights to indemnification and to advancement of
expenses conferred in therein shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Certificate of
Incorporation, a By-Law of the Company, agreement, vote of stockholders or
disinterested Directors or otherwise; and the indemnification and advancement of
expenses provided therein shall continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
Section 145 of the DGCL provides that to the extent that a present or former
director or officer of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue, or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
Any such indemnification (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in such circumstances because such person has met the applicable standard
of conduct set forth in the paragraphs above. Such determination shall be made
(i) by a majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, (iii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iv) by the stockholders.
Section 145 of the DGCL permits a Delaware business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify such person against such liability.
The above discussion of Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the DGCL.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULE TABLES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
3.1* Certificate of Incorporation of the Company.
3.2* Bylaws of the Company.
3.3* Certificate of Incorporation of Radio Unica of San Francisco, Inc.
3.4* Bylaws of Radio Unica of San Francisco, Inc.
3.5* Certificate of Incorporation of Oro Spanish Broadcasting, Inc.
3.6* Bylaws of Oro Spanish Broadcasting, Inc.
3.7* Certificate of Incorporation of Radio Unica of San Francisco License Corp.
3.8* Bylaws of Radio Unica of San Francisco License Corp.
3.9* Certificate of Incorporation of Radio Unica of Miami, Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
3.10* Bylaws of Radio Unica of Miami, Inc.
3.11* Certificate of Incorporation of Radio Unica of Miami License Corp.
3.12* Bylaws of Radio Unica of Miami License Corp.
3.13* Certificate of Incorporation of Radio Unica of Los Angeles, Inc.
3.14* Bylaws of Radio Unica of Los Angeles, Inc.
3.15* Certificate of Incorporation of Radio Unica of Los Angeles License Corp.
3.16* Bylaws of Radio Unica of Los Angeles License Corp.
3.17* Certificate of Incorporation of Radio Unica of San Antonio, Inc.
3.18* Bylaws of Radio Unica of San Antonio, Inc.
3.19* Certificate of Incorporation of Radio Unica Network, Inc.
3.20* Bylaws of Radio Unica Network, Inc.
3.21* Certificate of Incorporation of Radio Unica Sales Corp.
3.22* Bylaws of Radio Unica Sales Corp.
3.23* Bylaws of Blaya, Inc.
3.24* Certificate of Incorporation of Blaya, Inc.
3.25* Bylaws of Radio Unica of Houston License Corp.
3.26* Certificate of Incorporation of Radio Unica of Houston License Corp.
4.1* Purchase Agreement, dated July 22, 1998, among the Company, each of the Company's subsidiaries set
forth therein, CIBC Oppenheimer Corp. and Bear, Stearns & Co. Inc.
4.2* Indenture dated as of July 27, 1998 between the Company and Wilmington Trust Company, as Trustee.
4.3* Form of New Note (included as Exhibit A to Exhibit 4.2).
4.4* Form of Guarantee (included as Exhibit G to Exhibit 4.2).
4.5* Registration Rights Agreement, dated as of July 22, 1998, between the Company and CIBC Oppenheimer
Corp. and Bear, Stearns & Co. Inc.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1* Credit Agreement, dated as of July 8, 1998 among the Company, Holdings, the several banks and other
financial institutions from time to time parties thereto and Canadian Imperial Bank of Commerce, in
its individual capacity and as Agent ("CIBC").
10.2* Form of Guarantee under the Credit Agreement, each dated as of July 8, 1998, by each of the following
subsidiaries of the Company: Radio Unica of San Francisco, Inc., Oro Spanish Broadcasting, Inc., Radio
Unica of San Francisco License Corp., Radio Unica of Miami, Inc., Radio Unica of Miami License Corp.,
Radio Unica of Los Angeles, Inc., Radio Unica of Los Angeles License Corp., Radio Unica of San
Antonio, Inc., Radio Unica Network, Inc. and Radio Unica Sales Corp. in favor of CIBC (included as
Exhibit E to Exhibit 10.1).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.3* Form of Pledge Agreement, each dated as of July 8, 1998, between CIBC and each of Radio Unica of San
Francisco, Inc., Radio Unica of Miami, Radio Unica of Los Angeles, Inc., Oro Spanish Broadcasting,
Inc., Holdings and the Company (included as Exhibits A, C and F to Exhibit 10.1).
10.4* Form of Security Agreement, each dated as of July 8, 1998, between CIBC and each of the following
subsidiaries of the Company: Radio Unica of San Francisco, Inc., Oro Spanish Broadcasting, Inc., Radio
Unica of San Francisco License Corp., Radio Unica of Miami, Inc., Radio Unica of Miami License Corp.,
Radio Unica of Los Ageles, Inc., Radio Unica of Los Angeles License Corp., Radio Unica of San Antonio,
Inc., Radio Unica Network, Inc., and Radio Unica Sales Corp Holdings and the Company (included as
Exhibits B, D and G to Exhibit 10.1).
10.5* Contribution Agreement, dated as of July 8, 1998, among certain of the Company's subsidiaries,
Holdings and CIBC.
10.6* Intellectual Property Security Agreement, dated as of July 8, 1998, between the Company and CIBC.
10.7* Securities Purchase Agreement, dated as of August 11, 1997, by and among the Company, Warburg, Pincus
Ventures, L.P. and the other investors named therein.
10.8* Supplement to Securities Purchase Agreement, dated as of June, 1998, among the Company, Holdings,
Warburg, Pincus Ventures, L.P. and the other investors named therein.
10.9* Stockholders' Agreement, dated as of June 30, 1998, by and among Holdings, Warburg, Pincus Ventures,
L.P., Joaquin Blaya, Herbert Levin and the other persons listed therein.
10.10* Time Brokerage Agreement, dated as of October 31, 1997, by and between the Company and Lotus Oxnard
Corp. relating to KVCA(AM).
10.11* Time Brokerage Agreement, dated as of October 31, 1997, by and between the Company and Texas Lotus
Corp. relating to KZDC(AM).
10.12* Time Brokerage Agreement, dated as of June 9, 1998, by and between Achievement Radio Holdings, Inc.
and the Company relating to WYPA(AM).
10.13* Time Brokerage Agreement, dated as of April 27, 1998, by and between The Freedom Network, Inc. and the
Company relating to KDFT(AM).
10.14* Asset Purchase Agreement, dated as of January 26, 1998, by and among the Company, One-On-One Sports
License of Florida, L.L.C. and One-On-One Sports Radio of Florida, L.L.C.
10.15* Stock Purchase Agreement, dated as of February 20, 1998, by and among the Company, Oro Spanish
Broadcasting, Inc. and Rene De La Rosa.
10.16* Asset Purchase Agreement, dated as of May 20, 1998, by and among the Company, Sinclair Radio of Los
Angeles, Inc. and Sinclair Radio of Los Angeles Licensee, Inc.
10.17* Form of Non Competition and Confidentiality Agreement between each of Joaquin F. Blaya, Herbert M.
Levin and Steven E. Dawson, dated August 13, 1997.
10.18* Agreement, dated as of November 19, 1997, entered into by and between The Miami Herald Publishing
Company and the Company.
10.19* Agreement, dated as of January 15, 1998, entered into by and between Radio Unica Corp. and Jorge
Ramos.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.20* Amended and Restated Artist Agreement, dated as of June 5, 1998, entered into by and between Radio
Unica Network, Inc. and Raque Productions (for services of Pedro Sevcec).
10.21* Independent Contractor Agreement dated as of June 30, 1998 between Radio Unica Network, Inc. and Dra
Isabel, Inc. (for services of Isabel Gomez Bassols)
10.22* 1998 Stock Option Plan of Holdings
10.23* Lease, dated October 21, 1997, between Port of Oakland and Oro Spanish Broadcasting, Inc. (for real
property located in City of Oakland, County of Alameda).
10.24* Lease, dated April 20, 1983, by and between May L. Rotolante and Radio WCMQ, Inc., as assigned to
Radio Unica of Miami, Inc. (for real property in Dade County, Florida).
10.25* Lease, as amended, dated September 19, 1997, by and between KOALA Miami Realty Holding Co., Inc. and
Radio Unica Corp. (for office space located in Dade County, Florida).
10.26* Amendment to Time Brokerage Agreement, dated as of May 20, 1998, by and between The Freedom Network,
Inc. and the Company relating to KDFT(AM).
10.27* Local Programming and Marketing Agreement, dated as of June 1, 1998, by and between Children's Radio
of New York, Inc. and the Company relating to WBAH(AM).
10.28* Stock Purchase Agreement, dated as of June 10, 1998, by and among the Company, Blaya, Inc. and Joaquin
F. Blaya.
10.29** Option Agreement, dated as of October 31, 1997, by and between Lotus Oxnard Corp. and the Company.
10.30* Option Agreement, dated as of October 31, 1997, by and between Texas Lotus Corp. and the Company.
10.31** Option Agreement, dated as of June 9, 1998, by and between Personal Achievement Radio of Illinois,
Inc. and the Company.
10.32* First Supplemental Indenture, dated as of September 11, 1998, among the Company, Blaya, Inc., Radio
Unica of Houston License Corp. and Wilmington Trust Company.
10.33* Guarantee under the Supplemental Indenture, dated as of September 11, 1998, of Blaya, Inc. and Radio
Unica of Houston License Corp.
10.34* Subsidiary Pledge Agreement, dated as of September 11, 1998, between CIBC and Blaya, Inc.
10.35* Subsidiary Security Agreement, dated as of September 11, 1998, between CIBC and Blaya, Inc.
10.36* Subsidiary Security Agreement, dated as of September 11, 1998, between CIBC and Radio Unica of Houston
License Corp.
10.37* Subsidiary Guarantee under the Credit Agreement, dated as of September 11, 1998, of Blaya, Inc.
10.38* Subsidiary Guarantee under the Credit Agreement, dated as of September 11, 1998, of Radio Unica of
Houston License Corp.
10.39** Agreement, dated as of September 28, 1998, between the Company and Inter/Forever Sports, Inc.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.40** Agreement, dated as of September 28, 1998, between the Company and Inter/Forever Sports, Inc.
10.41* Asset Purchase Agreement, dated as of October 26, 1998, among the Company, Children's Broadcasting
Corporation, Children's Radio of Dallas, Inc., Children's Radio of Phoenix, Inc. and Children's Radio
of New York, Inc.
10.42* First Amendment to Asset Purchase Agreement, dated as of October 27, 1998, among the Company,
Children's Broadcasting Corporation, Children's Radio of Dallas, Inc., Children's Radio of Phoenix,
Inc. and Children's Radio of New York, Inc.
10.43* Local Programming and Marketing Agreement, dated as of October 26, 1998, among the Company, Children's
Radio of New York, Inc., Children's Radio of Dallas, Inc. and Children's Radio of Phoenix, Inc.
10.44* Letter Agreement, dated as of October 26, 1998, between the Company and Foothill Capital Corporation.
10.45* Security Agreement, dated as of October 26, 1998, among the Company, Children's Radio of Dallas, Inc.,
Children's Radio of Phoenix, Inc., Children's Radio of New York, Inc., KAHZ-AM, Inc. and Children's
Broadcasting Corporation.
21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Miller, Kaplan, Arase & Co., LLP.
23.3* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in exhibit 5.1).
24.1* Power of Attorney of Messrs. Blaya, Levin, Dawson, Goldman and Santoleri.
24.2* Power of Attorney of Mr. Lapidus.
25.1* Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wilmington Trust
Company.
27.1* Financial Data Schedule.
27.2* Financial Data Schedule.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
</TABLE>
- ------------------------
* Previously filed.
** Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and have been filed separately with the Securities
and Exchange Commission.
(b) Financial Statement Schedules:
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted
because they are not required, are inapplicable or the required information
has already been provided elsewhere in the registration statement.
ITEM 22. UNDERTAKINGS
INSTRUCTION TO ITEM 511. 1. If the amounts of any items are not known, give
estimates but identify them as such.
II-6
<PAGE>
The Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) include any additional or changed material information on the plan of
distribution.
(2) For determing liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial BONA FIDE
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
<TABLE>
<S> <C> <C>
RADIO UNICA CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
* Executive Vice President,
- ------------------------------ Business Affairs and December 17, 1998
Andrew C. Goldman Director
*
- ------------------------------ Director December 17, 1998
John D. Santoleri
*
- ------------------------------ Director December 17, 1998
Sidney Lapidus
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF SAN FRANCISCO, INC.
By: /s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
ORO SPANISH BROADCASTING, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF SAN FRANCISCO LICENSE CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF MIAMI, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF MIAMI LICENSE CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF LOS ANGELES, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF LOS ANGELES LICENSE CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF SAN ANTONIO, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA NETWORK, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA SALES CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
BLAYA, INC.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on this 17th day of December, 1998.
RADIO UNICA OF HOUSTON LICENSE CORP.
/s/ STEVEN E. DAWSON
-----------------------------------------
Name: Steven E. Dawson
TITLE: CHIEF FINANCIAL OFFICER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on December 17, 1998.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive December 17, 1998
Joaquin F. Blaya Officer)
Chief Financial Officer,
/s/ STEVEN E. DAWSON Secretary and Director
- ------------------------------ (Principal Financial and December 17, 1998
Steven E. Dawson Accounting Officer)
<TABLE>
<S> <C> <C> <C>
*By: /s/ STEVEN E. DAWSON
-------------------------
Steven E. Dawson
ATTORNEY-IN-FACT
</TABLE>
II-20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
3.1* Certificate of Incorporation of the Company.
3.2* Bylaws of the Company.
3.3* Certificate of Incorporation of Radio Unica of San Francisco, Inc.
3.4* Bylaws of Radio Unica of San Francisco, Inc.
3.5* Certificate of Incorporation of Oro Spanish Broadcasting, Inc.
3.6* Bylaws of Oro Spanish Broadcasting, Inc.
3.7* Certificate of Incorporation of Radio Unica of San Francisco License Corp.
3.8* Bylaws of Radio Unica of San Francisco License Corp.
3.9* Certificate of Incorporation of Radio Unica of Miami, Inc.
3.10* Bylaws of Radio Unica of Miami, Inc.
3.11* Certificate of Incorporation of Radio Unica of Miami License Corp.
3.12* Bylaws of Radio Unica of Miami License Corp.
3.13* Certificate of Incorporation of Radio Unica of Los Angeles, Inc.
3.14* Bylaws of Radio Unica of Los Angeles, Inc.
3.15* Certificate of Incorporation of Radio Unica of Los Angeles License Corp.
3.16* Bylaws of Radio Unica of Los Angeles License Corp.
3.17* Certificate of Incorporation of Radio Unica of San Antonio, Inc.
3.18* Bylaws of Radio Unica of San Antonio, Inc.
3.19* Certificate of Incorporation of Radio Unica Network, Inc.
3.20* Bylaws of Radio Unica Network, Inc.
3.21* Certificate of Incorporation of Radio Unica Sales Corp.
3.22* Bylaws of Radio Unica Sales Corp.
3.23* Bylaws of Blaya, Inc.
3.24* Certificate of Incorporation of Blaya, Inc.
3.25* Bylaws of Radio Unica of Houston License Corp.
3.26* Certificate of Incorporation of Radio Unica of Houston License Corp.
4.1* Purchase Agreement, dated July 22, 1998, among the Company, each of the Company's subsidiaries set
forth therein, CIBC Oppenheimer Corp. and Bear, Stearns & Co. Inc.
4.2* Indenture dated as of July 27, 1998 between the Company and Wilmington Trust Company, as Trustee.
4.3* Form of New Note (included as Exhibit A to Exhibit 4.2).
4.4* Form of Guarantee (included as Exhibit G to Exhibit 4.2).
4.5* Registration Rights Agreement, dated as of July 22, 1998, between the Company and CIBC Oppenheimer
Corp. and Bear, Stearns & Co. Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1* Credit Agreement, dated as of July 8, 1998 among the Company, Holdings, the several banks and other
financial institutions from time to time parties thereto and Canadian Imperial Bank of Commerce, in
its individual capacity and as Agent ("CIBC").
10.2* Form of Guarantee under the Credit Agreement, each dated as of July 8, 1998, by each of the following
subsidiaries of the Company: Radio Unica of San Francisco, Inc., Oro Spanish Broadcasting, Inc., Radio
Unica of San Francisco License Corp., Radio Unica of Miami, Inc., Radio Unica of Miami License Corp.,
Radio Unica of Los Angeles, Inc., Radio Unica of Los Angeles License Corp., Radio Unica of San
Antonio, Inc., Radio Unica Network, Inc. and Radio Unica Sales Corp. in favor of CIBC (included as
Exhibit E to Exhibit 10.1).
10.3* Form of Pledge Agreement, each dated as of July 8, 1998, between CIBC and each of Radio Unica of San
Francisco, Inc., Radio Unica of Miami, Radio Unica of Los Angeles, Inc., Oro Spanish Broadcasting,
Inc., Holdings and the Company (included as Exhibits A, C and F to Exhibit 10.1).
10.4* Form of Security Agreement, each dated as of July 8, 1998, between CIBC and each of the following
subsidiaries of the Company: Radio Unica of San Francisco, Inc., Oro Spanish Broadcasting, Inc., Radio
Unica of San Francisco License Corp., Radio Unica of Miami, Inc., Radio Unica of Miami License Corp.,
Radio Unica of Los Ageles, Inc., Radio Unica of Los Angeles License Corp., Radio Unica of San Antonio,
Inc., Radio Unica Network, Inc., and Radio Unica Sales Corp Holdings and the Company (included as
Exhibits B, D and G to Exhibit 10.1).
10.5* Contribution Agreement, dated as of July 8, 1998, among certain of the Company's subsidiaries,
Holdings and CIBC.
10.6* Intellectual Property Security Agreement, dated as of July 8, 1998, between the Company and CIBC.
10.7* Securities Purchase Agreement, dated as of August 11, 1997, by and among the Company, Warburg, Pincus
Ventures, L.P. and the other investors named therein.
10.8* Supplement to Securities Purchase Agreement, dated as of June, 1998, among the Company, Holdings,
Warburg, Pincus Ventures, L.P. and the other investors named therein.
10.9* Stockholders' Agreement, dated as of June 30, 1998, by and among Holdings, Warburg, Pincus Ventures,
L.P., Joaquin Blaya, Herbert Levin and the other persons listed therein.
10.10* Time Brokerage Agreement, dated as of October 31, 1997, by and between the Company and Lotus Oxnard
Corp. relating to KVCA(AM).
10.11* Time Brokerage Agreement, dated as of October 31, 1997, by and between the Company and Texas Lotus
Corp. relating to KZDC(AM).
10.12* Time Brokerage Agreement, dated as of June 9, 1998, by and between Achievement Radio Holdings, Inc.
and the Company relating to WYPA(AM).
10.13* Time Brokerage Agreement, dated as of April 27, 1998, by and between The Freedom Network, Inc. and the
Company relating to KDFT(AM).
10.14* Asset Purchase Agreement, dated as of January 26, 1998, by and among the Company, One-On-One Sports
License of Florida, L.L.C. and One-On-One Sports Radio of Florida, L.L.C.
10.15* Stock Purchase Agreement, dated as of February 20, 1998, by and among the Company, Oro Spanish
Broadcasting, Inc. and Rene De La Rosa.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.16* Asset Purchase Agreement, dated as of May 20, 1998, by and among the Company, Sinclair Radio of Los
Angeles, Inc. and Sinclair Radio of Los Angeles Licensee, Inc.
10.17* Form of Non Competition and Confidentiality Agreement between each of Joaquin F. Blaya, Herbert M.
Levin and Steven E. Dawson, dated August 13, 1997.
10.18* Agreement, dated as of November 19, 1997, entered into by and between The Miami Herald Publishing
Company and the Company.
10.19* Agreement, dated as of January 15, 1998, entered into by and between Radio Unica Corp. and Jorge
Ramos.
10.20* Amended and Restated Artist Agreement, dated as of June 5, 1998, entered into by and between Radio
Unica Network, Inc. and Raque Productions (for services of Pedro Sevcec).
10.21* Independent Contractor Agreement dated as of June 30, 1998 between Radio Unica Network, Inc. and Dra
Isabel, Inc. (for services of Isabel Gomez Bassols)
10.22* 1998 Stock Option Plan of Holdings
10.23* Lease, dated October 21, 1997, between Port of Oakland and Oro Spanish Broadcasting, Inc. (for real
property located in City of Oakland, County of Alameda).
10.24* Lease, dated April 20, 1983, by and between May L. Rotolante and Radio WCMQ, Inc., as assigned to
Radio Unica of Miami, Inc. (for real property in Dade County, Florida).
10.25* Lease, as amended, dated September 19, 1997, by and between KOALA Miami Realty Holding Co., Inc. and
Radio Unica Corp. (for office space located in Dade County, Florida).
10.26* Amendment to Time Brokerage Agreement, dated as of May 20, 1998, by and between The Freedom Network,
Inc. and the Company relating to KDFT(AM).
10.27* Local Programming and Marketing Agreement, dated as of June 1, 1998, by and between Children's Radio
of New York, Inc. and the Company relating to WBAH(AM).
10.28* Stock Purchase Agreement, dated as of June 10, 1998, by and among the Company, Blaya, Inc. and Joaquin
F. Blaya.
10.29** Option Agreement, dated as of October 31, 1997, by and between Lotus Oxnard Corp. and the Company.
10.30* Option Agreement, dated as of October 31, 1997, by and between Texas Lotus Corp. and the Company.
10.31** Option Agreement, dated as of June 9, 1998, by and between Personal Achievement Radio of Illinois,
Inc. and the Company.
10.32* First Supplemental Indenture, dated as of September 11, 1998, among the Company, Blaya, Inc., Radio
Unica of Houston License Corp. and Wilmington Trust Company.
10.33* Guarantee under the Supplemental Indenture, dated as of September 11, 1998, of Blaya, Inc. and Radio
Unica of Houston License Corp.
10.34* Subsidiary Pledge Agreement, dated as of September 11, 1998, between CIBC and Blaya, Inc.
10.35* Subsidiary Security Agreement, dated as of September 11, 1998, between CIBC and Blaya, Inc.
10.36* Subsidiary Security Agreement, dated as of September 11, 1998, between CIBC and Radio Unica of Houston
License Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
10.37* Subsidiary Guarantee under the Credit Agreement, dated as of September 11, 1998, of Blaya, Inc.
10.38* Subsidiary Guarantee under the Credit Agreement, dated as of September 11, 1998, of Radio Unica of
Houston License Corp.
10.39** Agreement, dated as of September 28, 1998, between the Company and Inter/Forever Sports, Inc.
10.40** Agreement, dated as of September 28, 1998, between the Company and Inter/Forever Sports, Inc.
10.41* Asset Purchase Agreement, dated as of October 26, 1998, among the Company, Children's Broadcasting
Corporation, Children's Radio of Dallas, Inc., Children's Radio of Phoenix, Inc. and Children's Radio
of New York, Inc.
10.42* First Amendment to Asset Purchase Agreement, dated as of October 27, 1998, among the Company,
Children's Broadcasting Corporation, Children's Radio of Dallas, Inc., Children's Radio of Phoenix,
Inc. and Children's Radio of New York, Inc.
10.43* Local Programming and Marketing Agreement, dated as of October 26, 1998, among the Company, Children's
Radio of New York, Inc., Children's Radio of Dallas, Inc. and Children's Radio of Phoenix, Inc.
10.44* Letter Agreement, dated as of October 26, 1998, between the Company and Foothill Capital Corporation.
10.45* Security Agreement, dated as of October 26, 1998, among the Company, Children's Radio of Dallas, Inc.,
Children's Radio of Phoenix, Inc., Children's Radio of New York, Inc., KAHZ-AM, Inc. and Children's
Broadcasting Corporation.
21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Miller, Kaplan, Arase & Co., LLP.
23.3* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in exhibit 5.1).
24.1* Power of Attorney of Messrs. Blaya, Levin, Dawson, Goldman and Santoleri.
24.2* Power of Attorney of Mr. Lapidus.
25.1* Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wilmington Trust
Company.
27.1* Financial Data Schedule.
27.2* Financial Data Schedule.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
</TABLE>
- ------------------------
* Previously filed.
** Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and have been filed separately with the Securities
and Exchange Commission.
<PAGE>
Exhibit 5.1
[SASM&F Letterhead]
December 17, 1998
Radio Unica Corp.
8400 N.W. 52nd Street
Suite 101
Miami, Florida 33166
Re: Radio Unica Corp. Registration
Statement on Form S-4 (File No.
333-61211)
-------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Radio Unica Corp., a Delaware
corporation (the "Company"), and each of the Company's wholly-owned
subsidiaries set forth in Schedule A hereto (the "Guarantors"), in connection
with the public offering by the Company of $158,088,000 aggregate principal
amount at maturity of the Company's 11 3/4% Senior Discount Notes Series B
due 2006 (the "Notes"), which are to be fully and unconditionally guaranteed
on a senior unsecured basis pursuant to the guarantees (the "Guarantees") by
each of the Guarantors. The Notes are to be issued pursuant to an exchange
offer (the "Exchange Offer") in exchange for a like principal amount at
maturity of the issued and outstanding 11 3/4% Senior Discount Notes due 2006
of the Company (the "Old Notes") under the Indenture, dated as of July 27,
1998, as supplemented as of September 11, 1998 (the "Indenture"), by and
among the Company, the Guarantors named therein and Wilmington Trust Company,
as Trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement, dated as of July 22, 1998 (the "Registration Rights Agreement"),
by and among the Company, the Guaran-
<PAGE>
tors party thereto, CIBC Oppenheimer Corp. and Bear, Stearns & Co. Inc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with rendering this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (File No. 33-61211) as filed with the
Securities and Exchange Commission (the "Commission") on August 11, 1998 under
the Act, Amendment No. 1 thereto as filed with the Commission on September 4,
1998, Amendment No. 2 thereto filed with the Commission on October 20, 1998,
Amendment No. 3 thereto filed with the Commission on November 25, 1998 and
Amendment No. 4 thereto filed with the Commission on the date hereof (such
Registration Statement, as so amended, being hereafter referred to as the
"Registration Statement"); (ii) an executed copy of the Registration Rights
Agreement; (iii) an executed copy of the Indenture; (iv) specimens of the
certificates representing the Notes and the Guarantees included as exhibits to
the Indenture; (v) the Certificate of Incorporation of the Company and each of
the Guarantors (other than Sales (as hereinafter defined)), as in effect on the
date hereof; (vi) the By-Laws of the Company and each of the Guarantors (other
than Sales), as in effect on the date hereof;(vii) certain resolutions adopted
by the Board of Directors of the Company and each of the Guarantors (other than
Sales) relating to the Exchange Offer, the issuance of the Old Notes and the
Notes, the Indenture, the Guarantees, and related matters; and (viii) the Form
T-1 of the Trustee filed as an exhibit to the Registration Statement. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the origi-
2
<PAGE>
nals of such latter documents. In making our examination of documents executed
or to be executed by parties other than the Company or the Guarantors, we have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company, the
Guarantors and others.
3
<PAGE>
Members of our firm are admitted to the bar in the States of
California, New York and Delaware, and we do not express any opinion as to the
laws of any other jurisdiction other than the federal laws of the United States
of America to the extent specifically referred to herein.
In rendering the opinion set forth below with respect to Radio Unica
Sales Corp., a Florida corporation ("Sales"), we have relied solely upon the
opinion of Baker & Hostetler LLP, a copy of which is attached hereto, and our
opinion is rendered subject to the assumptions and qualifications set forth
therein.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective and the
Indenture is qualified under the Trust Indenture Act of 1939, as amended; (ii)
the Notes have been duly executed and authenticated in accordance with the terms
of the Indenture and have been delivered upon consummation of the Exchange Offer
against receipt of Old Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer; and (iii) the Guarantees by each of the
Guarantors have been duly executed by the respective Guarantors and have been
delivered upon consummation of the Exchange Offer in accordance with the terms
of the Exchange Offer, the Notes and the Guarantees will constitute valid and
binding obligations of the Company and the Guarantors, respectively, enforceable
against the Company and the Guarantors in accordance with their respective
terms, except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm
4
<PAGE>
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
5
<PAGE>
SCHEDULE A
- ----------
Oro Spanish Broadcasting, Inc.
Radio Unica of San Francisco, Inc.
Radio Unica of San Francisco License Corp.
Radio Unica of Miami, Inc.
Radio Unica of Miami License Corp.
Radio Unica of Los Angeles, Inc.
Radio Unica of Los Angeles License Corp.
Radio Unica of San Antonio, Inc.
Radio Unica Network, Inc.
Radio Unica Sales Corp.
Blaya, Inc.
Radio Unica of Houston License Corp.
6
<PAGE>
[BAKER & HOSTETLER LLP LETTERHEAD]
December 17, 1998
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Re: Radio Unica Corp. $158,088,000 Aggregate Principal Amount
11 3/4% Senior Discount Notes Due 2006
Ladies and Gentlemen:
We have acted as special counsel in the State of Florida to Radio
Unica Sales Corp., a Florida corporation (the "Corporation"), and a wholly-owned
subsidiary of Radio Unica Corp., a Delaware corporation (the "Parent"), in
connection with the guarantee (the "Guarantee") by the Corporation of the
Parent's obligations relating to the Parent's $158,088,000 aggregate principal
amount at maturity of 11 3/4% Senior Discount Notes Series B Due 2006 (the
"Notes"), which Notes are to be issued pursuant to an Exchange Offer (the
"Exchange Offer") in exchange for a like principal amount at maturity of the
issued and outstanding 11 3/4% Senior Discount Notes Series B Due 2006 of the
Parent under the Indenture, dated as of July 27, 1998, as supplemented as of
September 11, 1998, by and among the Parent, the Corporation, other wholly-owned
subsidiaries of the Parent named therein (the "Other Guarantors"), and
Wilmington Trust Company, as Trustee, as contemplated by the Registration Rights
Agreement, dated as of July 22, 1998, by and among the Parent, the Corporation,
the Other Guarantors party thereto, and each of CIBC Oppenheimer Corp. and Bear
Stearns & Co. Inc.
In such capacity, we have reviewed the following documents:
(a) the form of the Notes and a specimen certificate thereof, and the form
of Guarantee of the Corporation thereof;
(b) the Articles of Incorporation of the Corporation, as currently in
effect;
(c) the By-laws of the Corporation, as currently in effect;
<PAGE>
(d) certain resolutions of the Board of Directors of the Corporation;
(e) the Certificate of Good Standing of the Corporation, certified by
the Secretary of State of the State of Florida and dated as of
December 11, 1998; and
(f) a certificate executed by an officer of the Corporation, a copy of
which is attached as Exhibit A hereto.
In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary for purposes of
expressing the opinions contained herein. We have not been retained or engaged
to review, nor have we reviewed, any other documents executed in connection with
the above-referenced transaction or otherwise, nor have we performed any
independent review or investigation as to the existence of any claims,
litigation, actions, suits, proceedings, investigations or inquiries,
administrative or judicial, pending or threatened against or relating to the
Corporation.
We are members of the Bar of the State of Florida and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the State of Florida and are expressing no opinion as to the laws of
any jurisdiction other than those of the State of Florida and our opinion is so
limited.
Based upon the foregoing and such further investigation as we have
deemed necessary, we are of the opinion that: (i) the Corporation is a Florida
corporation, in good standing under the laws of the State of Florida; (ii) the
Corporation has the corporate power and authority to execute, deliver and
perform its obligations as contemplated by the Guarantees; and (iii) the
Guarantees of the Corporation endorsed on the Notes, and the execution, delivery
and performance of the Guarantees in connection with the Exchange Offer, have
been duly authorized by the Corporation.
The opinions expressed herein are based solely upon our review of the
documents specifically referred to herein as having been reviewed by us.
In reaching the opinions set forth above, we have assumed, and to our
knowledge there are no facts inconsistent with, (a) the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the authenticity of and the conformity with the original documents of all
documents submitted to us as and represented to us to be certified, photostatic,
reproduced, or conformed copies of valid existing agreements or other documents,
and (b) the authenticity and accuracy of all the certificates of public
officials, governmental agencies and departments and corporate officers and
statements of fact, on which we are relying.
The opinions set forth above are further subject to the following
qualifications and limitations:
<PAGE>
A. We express no opinion as to the enforceability of any provision
of the Guarantee or any other agreements.
B. We express no opinion with respect to the regulation or
registration of the Guarantees under the securities laws of any jurisdiction.
C. This opinion is rendered as of December 11, 1998, and does not
purport to analyze, evaluate or consider the legal effect of any event, legal or
factual, occurring after such date that may alter the validity, effect or
contents of this opinion.
D. We have not reviewed the Registration Statement of Prospectus to
which the Notes and the Guarantees relate and therefore express no opinion as to
the Registration Statement or Prospectus whatsoever, including, without
limitation, the accuracy of any summaries or descriptions as they relate to our
opinions expressed herein.
This letter is provided solely for your benefit and in connection
with the transaction described herein; provided, however, that we hereby
consent to your reliance on this opinion in connection with the rendering of
your opinion which is being filed as an exhibit to the Registration Statement
on Form S-4 as to which the Notes and the Guarantees relate, and the
inclusion of this opinion as an exhibit to your opinion.
Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
