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. 1)*
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 27, 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 7 Pages
<PAGE>
CUSIP No. G30177102 SCHEDULE 13D (PAGE 2 of 7)
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IBERO-AMERICAN MEDIA PARTNERS II LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF SHARES 7 SOLE VOTING POWER
6,769,841
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,769,841
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,769,841
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.78%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7
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 (the "Reporting Person
13D") is hereby amended and supplemented to include the information set forth
herein. This Statement on Schedule 13D constitutes amendment number 1 (this
"Amendment Number 1") 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 to include the following information.
The Reporting Person is currently engaged in discussions regarding a
possible business combination transaction with the Issuer. However, no agreement
has been reached concerning any such transaction, and there can be no assurance
that any such agreement will be reached or as to the terms of any such
transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 6 of the Reporting Person Schedule
13D is hereby amended and supplemented by including the information set forth in
Item 4 of this Amendment Number 1.
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).
<PAGE>
Page 4 of 7
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 27, 2000
IBERO-AMERICAN MEDIA PARTNERS II LTD.
By: /s/ Amaya Ariztoy
----------------------------------
Name: Amaya Ariztoy
Title: Authorized Signatory
<PAGE>
Page 5 of 7
ANNEX A
DIRECTORS AND OFFICERS OF IBERO-AMERICAN MEDIA PARTNERS II LTD.
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
<S> <C> <C>
Mr. Michael Levitt Partner 1325 Avenue of the Americas
Director Hicks, Muse, Tate & Furst Incorporated 25th Floor
United States Citizen New York, NY 10019
Mr. Thomas Hicks1 Chairman, CEO & Partner 200 Crescent Court
Director Hicks, Muse, Tate & Furst Incorporated Ste. 1600
United States Citizen Dallas, TX 75201
Mr. John Gavin Managing Director 2100 Century Park West
Director Hicks, Muse, Tate & Furst Incorporated Los Angeles, CA 90067-6900
United States Citizen
Mr. Cesar Baez Principal 1325 Avenue of the Americas
Director Hicks, Muse, Tate & Furst Incorporated 25th Floor
United States Citizen New York, NY 10019
Mr. Alejandro Rivera2 Vice President, 550 Baltimore Way
Director Cisneros Group of Companies3 Suite 900
Venezuelan Citizen Managing Director, Venevision Coral Gables, FL 33134
International Corp.
Mr. Gustavo A.Cisneros4 Chairman of Companies Edificio Venevision
Director of the Cisneros Group of Companies Oficina de la Presidencia
Venezuelan Citizen Avenida La Salle
Colina de Los Caobos
Caracas, Venezuela
Vernon Jordan, Esq. Managing Director, 30 Rockefeller Plaza
Director Lazard Freres & Co. LLC. New York, NY 10020
United States Citizen
Mr. Brian Mulroney Lawyer, 1981 McGill College Avenue
Director Ogilvy Renault Suite 1100, Montreal
Canadian Citizen Quebec, Canada H3A3C1
</TABLE>
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1 Mr. Thomas Hicks has an interest in the Hicks Muse Entities and is a
majority shareholder of an entity which serves as general partner of Hicks, Muse
& Co. Partners, L.P. ("Hicks, Muse & Co. Partners"). Hicks, Muse & Co. Partners
holds 32,200 Shares of the Issuer.
2 Mr. Alejandro Rivera owns 650 Shares of the Issuer.
3 The Cisneros Group of Companies is a group of companies and joint ventures
that are associated with Ricardo and Gustavo Cisneros.
4 Mr. Gustavo Cisneros ("Mr. Cisneros"),together with other members of his
family or trusts established for their benefit, has an interest in the Cisneros
Companies. Kennard Corporation, a company beneficially owned by members of Mr.
Cisneros' family, owns 3,150 Shares of the Issuer. Mr. Cisneros disclaims
beneficial ownership of such Shares.
<PAGE>
Page 6 of 7
<TABLE>
<S> <C> <C>
Mr. James D. Robinson III General Partner, 126 East 56th Street
Director RRG Ventures II, L.P. 22nd Floor
United States Citizen New York, NY 10022
Ms. Hilary J. Kramer Senior Managing Director, 36 East 61st Street
Director Highgate Properties New York, NY 10021
United States Citizen
Mr. Steven I. Bandel President and Chief Operating Edificio Venevision
Director Officer, the Cisneros Group of Avenida La Salle
United States Citizen Companies Piso 3
Colina de Los Caobos
Caracas, Venezuela
Walker (Secretaries) Administrative Services Walker House, Mary Street
Limited P.O. Box 265 GT
Secretary George Town
Grand Cayman
Cayman Islands
</TABLE>
To the best of the Reporting Person's knowledge:
(a) Except as set forth above none of the above persons holds any
Shares.
(b) Except as set forth above none of the above persons has any
contracts, arrangements, understandings or relationships with respect to the
Shares.
<PAGE>
Page 7 of 7
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).
