SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 2)*
EL SITIO, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
G30177102
(CUSIP NUMBER)
ANDREW J. NUSSBAUM, ESQ. L. KEVIN O'MARA, JR., ESQ.
WACHTELL, LIPTON, ROSEN & KATZ CLIFFORD CHANCE ROGERS & WELLS LLP
51 WEST 52ND STREET 200 PARK AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10166-0153
(212) 403-2000 (212) 878-3285
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 8 Pages
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CUSIP NO. G30177102 SCHEDULE 13D (PAGE 2 OF 8)
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IBERO-AMERICAN MEDIA PARTNERS II LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES 7 SOLE VOTING POWER
6,769,841
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
6,769,841
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,841
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.78%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 8
This Statement on Schedule 13D relates to Shares of Common Stock,
$0.01 par value per share (the "Shares"), of El Sitio, Inc. (the "Issuer"). The
Statement on Schedule 13D originally filed with the Securities and Exchange
Commission by the Reporting Person on August 18, 2000 as amended by the
Statement on Schedule 13D originally filed with the Securities and Exchange
Commission by the Reporting Person on October 27, 2000 ("Amendment Number 1")
(the "Reporting Person 13D"), is hereby amended and supplemented to include the
information set forth herein. This Statement on Schedule 13D constitutes
amendment number 2 (this "Amendment No. 2") to the Reporting Person Schedule 13D
(as amended, the "Schedule 13D"). Capitalized terms not defined herein have the
meanings set forth in the Reporting Person 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Reporting Person Schedule
13D is hereby amended and supplemented by reference to the information set forth
in Item 6 of this Amendment No. 2, which is hereby incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(b) The information contained in Item 5 of the Reporting Person
Schedule 13D is hereby amended and supplemented by reference to the information
set forth in Item 6 of this Amendment No. 2, which is hereby incorporated herein
by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 of the Schedule 13D is hereby
amended and supplemented by the following information:
On October 30, 2000, the Reporting Person and the Issuer issued a
press release announcing the execution of a binding combination agreement (the
"Combination Agreement"), dated as of October 30, 2000, by and among New Site
Inc., Newhaven Overseas Corp., Hicks, Muse, Tate & Furst Latin America Fund,
L.P. ("Hicks I"), Hicks, Muse, Tate & Furst Latin America Private Fund, L.P.
("Hicks II"), HMLA 1-SBS Coinvestors, L.P. ("Hicks III," and, together with
Hicks I and Hicks II, "Hicks Muse") and the Issuer, pursuant to which the
Issuer, the businesses of the Reporting Person and certain other media
businesses owned by, or in which Newhaven Overseas Corp. has an interest, will
be combined (the "Combination") to form a new publicly listed company, Claxson
Interactive Group, Inc. ("Claxson"), which is expected to be listed on The
Nasdaq Stock Market. The parties also entered into related voting agreements
with respect to their shares of the Issuer's common stock, described below. A
copy of the press release is filed as an exhibit hereto and is hereby
incorporated herein by reference.
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In the Combination, each outstanding share of the Issuer's common
stock will be converted into the right to receive one share of Claxson common
stock. Upon consummation of the Combination, Newhaven Overseas Corp. and
Hampstead Management Company Ltd., together with their permitted assigns and/or
transferees, (collectively, "OCD") will own approximately 37% of the outstanding
Claxson common stock, Hicks Muse will own approximately 29% of the outstanding
Claxson common stock, certain founding shareholders of the Issuer will own
approximately 17% of the outstanding Claxson common stock (ODC, Hicks Muse and
these shareholders, together, the "Significant Stockholders") and the remaining
17% of the outstanding Claxson common stock will be owned by the current public
shareholders of the Issuer, the Issuer's management and other investors. The ODC
percentage includes approximately 3% of Claxson that will be owed to Carlos E.
Cisneros, the Chairman and CEO of Cisneros Television Group and Vice Chairman of
the Reporting Person, who is also expected to be a director of Claxson. Prior to
the delivery of such shares, 625,000 of the shares will be held in a grantor
trust maintained by ODC and the balance of such shares will be held in a grantor
trust maintained by either ODC or Claxson. Pursuant to the Combination Agreement
and the proposed organizational documents of Claxson (the "Claxson Charter"), at
the closing of the transactions, the Claxson Board of Directors will be
comprised of Roberto Vivo-Chaneton, who will be Chairman and Chief Executive
Officer, three designees of ODC, two designees of Hicks Muse, one designee of
certain founding shareholders of the Issuer and three independent directors.
Pursuant to the Claxson Charter, the size of the Board will subsequently be
reduced to nine when one of the Significant Stockholders loses its right to
designate a director under the Claxson Charter. Pursuant to the Claxson Charter,
ODC will have the right to designate only two directors after the number of
Claxson common shares held by it (the amount of Claxson outstanding voting power
represented by such shares, a Significant Stockholder's "Voting Power") falls
below 25% of the outstanding Claxson common shares. In addition, a Significant
Stockholder whose Voting Power falls below 15% of the outstanding Claxson common
shares will have the right to designate only one director, and a Significant
Stockholder will lose the right to designate any director when its Voting Power
falls below 5%.
The Significant Stockholders have agreed to enter into a customary
lock-up agreement for a six-month period beginning at the closing of the
Combination. The Combination Agreement also provides certain registration
rights for the Significant Stockholders.
Certain parties to the Combination Agreement have also entered into
voting agreements, each dated October 30, 2000, by and among the Issuer, the
Reporting Person, and each of SLI.com Inc., RC Limited, Roberto Cibrian-Campoy,
Roberto Vivo-Chaneton, Militello Limited, IMPSAT Fiber Networks, Inc. and Tower
Plus International (the "Voting Agreements") pursuant to which these parties
have agreed, among other things, not to sell or transfer their shares of common
stock of the Issuer prior to the closing of the Combination Agreement and to
vote their shares of common stock of the Issuer in favor of the Combination at
the Issuer's shareholder meeting. Together, these entities own or control
approximately 25.5 million common shares of the Issuer, or in excess of 61% of
the outstanding common stock of the Issuer. The form of the Voting Agreements is
filed as an exhibit hereto and is incorporated herein by reference.
At the closing of the Combination Agreement, the Significant
Stockholders and Claxson will enter into an agreement (the "Claxson Agreement")
pursuant to which Hicks Muse
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Page 5 of 8
and ODC have agreed to provide each other a right of first offer in the event of
a sale of any Claxson common shares owned by them and, in the case of a sale of
their entire interest, to subsequently provide Claxson a right of first offer.
In addition, in the event of a sale of all of their shares of Claxson common
stock in certain circumstances, the other parties to the Claxson Agreement will
have a right to participate in such sale. The Claxson Agreement will terminate
on December 31, 2007, unless earlier terminated pursuant to its terms.
Until June 30, 2005, Hicks Muse and ODC have agreed not to dispose
of more than 20% of the Claxson common shares received by them in the
Combination.
In addition, Hicks Muse and ODC have agreed that after June 30, 2005
and prior to December 31, 2007, in the event of a proposed sale of all of either
party's Claxson common shares (a "Bring-Along Transaction") to a third party (a
"Third Party Acquiror"), that the selling party may compel the other party to
sell its Claxson common shares in such transaction on the same terms as the
selling party. A Bring-Along Transaction may only be completed if the Third
Party Acquiror agrees to offer to enter into a transaction with Claxson under
which all of the shareholders of Claxson would be entitled to receive the same
consideration per Claxson common share as the selling party.
In the event either ODC or Hicks Muse proposes a Bring-Along
Transaction, and the Board of Directors of Claxson does not accept the Third
Party Acquiror's offer to enter into a transaction, the party that initiated the
Bring-Along Transaction proposal may initiate a process for the possible sale of
Claxson (a "Company Sale"). If either party initiates a Company Sale process,
the Board of Directors of Claxson must approve the proposal for a Company Sale
offered in such process that offers the Claxson shareholders the most favorable
terms, as determined by the Claxson Board of Directors, provided, that the price
per share of Claxson common stock offered in such Company Sale is equal or
greater to the price offered in the original Bring-Along Transaction proposal
and that Claxson receives a fairness opinion from an internationally recognized
investment bank with respect to the price per share in such Company Sale. If
Claxson terminates the sale process because the conditions specified in the
previous sentence cannot be satisfied, the party (Hicks Muse or ODC) that
proposed the Bring-Along Transaction may sell its shares and may require the
other party (ODC or Hicks Muse) to sell its shares in the Bring-Along
Transaction.
The form of the Claxson Agreement is filed as an exhibit hereto,
which exhibit is incorporated herein by reference.
The closing of the Combination is subject to customary regulatory
approvals, as well as the approval of the Issuer's shareholders and other
customary closing conditions.
The foregoing descriptions of the transaction agreements are
qualified in their entirety by reference to the agreements attached as exhibits
hereto.
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Page 6 of 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Registration Rights Agreement, dated as of July 2, 1999, by and
among the Issuer (f/k/a El Sitio International Corporation) and
the Holders of its Class A Convertible Preferred Stock (filed as
Exhibit 10.6 to the Issuer's Registration Statement on Form F-1
(Registration No. 333-91263), dated November 19, 1999, and
incorporated herein by reference).
B. Amendment No. 1 to Registration Rights Agreement, dated as of
October 6, 1999, by and among the Issuer (f/k/a El Sitio
International Corporation) and the Holders of its Class A
Convertible Preferred Stock (filed as Exhibit 10.18 to the
Issuer's Registration Statement on Form F-1 (Registration No.
333-91263), dated November 19, 1999, and incorporated herein
by reference).
C. Press Release, dated October 30, 2000.*
D. Combination Agreement dated as of October 30, 2000, by and
among New Site Inc., Newhaven Overseas Corp., Hicks I, Hicks
II, Hicks III and the Issuer.*
E. Form of Voting Agreement.*
F. Form of Claxson Agreement.*
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* Filed herewith
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Page 7 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 31, 2000
IBERO-AMERICAN MEDIA PARTNERS II LTD.
By:/s/ Amaya Ariztoy
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Name: Amaya Ariztoy
Title: Authorized Signatory
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Page 8 of 8
EXHIBIT INDEX
A. Registration Rights Agreement, dated as of July 2, 1999, by and among El
Sitio, Inc. (f/k/a El Sitio International Corporation) and the Holders of
its Class A Convertible Preferred Stock (filed as Exhibit 10.6 to El
Sitio, Inc.'s Registration Statement on Form F-1 (Registration No.
333-91263), dated November 19, 1999, and incorporated herein by reference).
B. Amendment No. 1 to Registration Rights Agreement, dated as of October 6,
1999, by and among El Sitio, Inc. (f/k/a El Sitio International
Corporation) and the Holders of its Class A Convertible Preferred Stock
(filed as Exhibit 10.18 to El Sitio, Inc.'s Registration Statement on Form
F-1 (Registration No. 333-91263), dated November 19, 1999, and
incorporated herein by reference).
C. Press Release, dated October 30, 2000.*
D. Combination Agreement dated as of October 30, 2000, by and among New Site
Inc., Newhaven Overseas Corp., Hicks I, Hicks II, Hicks III and the
Issuer.*
E. Form of Voting Agreement.*
F. Form of Claxson Agreement.*
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* Filed herewith
