SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. )*
EL SITIO, INC.
-------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
G30177102
---------
(CUSIP Number)
Patrick J. Dooley, Esq. Kevin O'Mara, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Clifford Chance Rogers & Wells LLP
590 Madison Avenue 200 Park Avenue
New York, New York 10022 New York, New York 10166-0153
(212) 872-1000 (212)878-3285
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 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 9 Pages
Exhibit Index: Page 9
<PAGE>
CUSIP No. G30177102 Page 2 of 9 Pages
SCHEDULE 13D
1 Name of Reporting Person
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 Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 6,769,841
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 6,769,841
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 9 Pages
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").
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is Avenida Belgrano 846, 1092 Buenos
Aires, Argentina.
Item 2. Identity and Background.
This Statement is being filed on behalf of Ibero-American
Media Partners II Ltd. ("Ibero-American Media Partners" or the "Reporting
Person").
This Statement relates to the Shares held for the accounts of
IAMP (El Sitio) Investments Ltd., a company organized under the laws of the
British Virgin Islands ("IAMP (El Sitio)") and Washburn Enterprises Ltd., a
company organized under the laws of the British Virgin Islands ("Washburn").
The Reporting Person
Ibero-American Media Partners is a company organized under
the laws of the Cayman Islands. The principal business of Ibero-American Media
Partners is investments in media businesses or companies in Iberoamerica. The
address of the principal business offices of Ibero-American Media Partners is
404 Washington Avenue, 8th Floor, Miami Beach, Florida 33139. IAMP (El Sitio)
and Washburn are directly or indirectly wholly-owned subsidiaries of
Ibero-American Media Partners.
Hampstead Management Company Ltd., a British Virgin Islands
company, and a member of the Cisneros Group of Companies (the "Cisneros
Companies"), holds a 50% ownership interest in Ibero-American Media Partners.
Hicks, Muse, Tate & Furst Latin America Fund, L.P., Hicks, Muse, Tate & Furst
Latin America Private Fund, L.P., and HMLA 1-SBS Coinvestors, L.P., each a
Delaware limited partnership (collectively, the "Hicks Muse Entities") together
hold a 50% ownership interest in Ibero-American Media Partners. Set forth in
Annex A hereto and incorporated by reference in response to this Item 2, and
elsewhere in this Schedule 13D as applicable, is a list of the directors and
officers of Ibero-American Media Partners.
Ibero-American Media Partners, by reason of its investment
discretion over the securities owned by IAMP (El Sitio) and Washburn may be
deemed the beneficial owner of the Shares held for the accounts of IAMP (El
Sitio) and Washburn for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act").
During the past five years, neither the Reporting Person nor,
to the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the Shares reported herein as being
acquired in the last 60 days consists of Advertising Time Credit (as defined in
Item 6 below).
The securities reported herein may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firms'
<PAGE>
Page 4 of 9 Pages
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired
for the account of IAMP (El Sitio) and Washburn were acquired for investment
purposes, and except as set forth in Item 6 and incorporated herein by
reference, neither the Reporting Person nor, to the best of their knowledge, any
of the other persons identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
In addition, Mr. Carlos Cisneros, who is affiliated with the
Cisneros Companies, and Mr. Eric C. Neuman, who is affiliated with the Hicks
Muse Entities, are directors of the Issuer and in such capacity may have
influence over the corporate activities of the Issuer, including as many relate
to transactions described in Item (a) through (j) of Item 4. Notwithstanding the
foregoing, the Reporting Person reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Person, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Ibero-American Media Partners may be deemed the
beneficial owner of 6,769,841 Shares (approximately 15.78% of the total number
of outstanding Shares). This number consists of (i) 6,284,050 Shares held for
the account of IAMP (El Sitio) and (ii) 485,791 Shares held for the account of
Washburn.
(b) Ibero-American Media Partners may be deemed to have the
sole power to direct the voting and disposition of the 6,284,050 Shares held for
the account of IAMP (El Sitio) and the 485,791 Shares held for the account of
Washburn.
(c) Except for the transactions described in Items 4 and 6
hereto, there have been no transactions effected with respect securities of the
Issuer since June 19, 2000 (60 days prior to the date hereof) by the Reporting
Person.
(d) (i) The shareholder of IAMP (El Sitio) has the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of IAMP (El Sitio) in accordance with its ownership
interests in IAMP (El Sitio).
(ii) The shareholder of Washburn has the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Washburn in accordance with its ownership
interests in Washburn.
(e) Not applicable.
Information contained herein concerning Hampstead Management
Company Ltd. and the Cisneros Companies has been provided by such parties. The
Hicks Muse Entities assume no responsibility for such information. Information
contained herein concerning the Hicks Muse Entities has been provided by such
parties. Hampstead Management Company Ltd. and the Cisneros Companies assume no
responsibility for such information.
<PAGE>
Page 5 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As part of the private placement completed on July 7, 1999,
between the Issuer and IAMP (El Sitio) and certain others, the Issuer entered
into an agreement with Washburn (the "Washburn Agreement"). Pursuant to the
terms of the Washburn Agreement, Washburn agreed to provide the Issuer the
equivalent of $6,000,000 in advertising time (the "Advertising Time Credit") on
any or all of the media networks owned or controlled by Ibero-American Media
Partners in consideration for 1,713,832 Shares of the Issuer (the "Barter
Shares"). The Barter Shares are to be issued to Washburn based on Advertising
Time Credit usage by the Issuer. On July 12, 2000, Washburn received 485,791
Shares attributable to Advertising Time Credit usage by the Issuer.
The Shares held for the accounts of IAMP (El Sitio) and
Washburn are subject to a registration rights agreement, dated as of July 2,
1999, and the first amendment thereto, dated as of October 6, 1999 (together,
the "Registration Rights Agreement"), copies of which are attached hereto as
Exhibit A and Exhibit B, respectively, and incorporated herein by reference in
response to this Item 6. Pursuant to the Registration Rights Agreement, each of
IAMP (El Sitio) and Washburn is entitled to certain registration rights with
respect to the Shares.
Pursuant to a Letter Agreement, dated as of February 17,
2000, by and among Iberoamerican Radio Holdings Chile S.A., ("Iberoamerican
Radio Holdings"), Red de Television Chilevision S.A., ("Chilevision" and,
together with Iberoamerican Radio Holdings, "IRC"), both affiliates of
Ibero-American Media Partners, and the Issuer, IRC entered into a two-year
strategic alliance with the Issuer whereby the Issuer will assist IRC in the
development of web sites for radio stations (the "Sites"). Iberoamerican Radio
Holdings and Chilevision are wholly-owned subsidiaries of Ibero-American Media
Partners. As partial consideration for the strategic relationship and subject to
agreement on definite documentation, the Issuer will issue (within 30 days of
entering into definite documentation), to Iberoamerican Radio Holdings the
equivalent of $1,000,000 in Class B preferred shares of the Issuer (the "Class
B") ($9.00 par value) and to Chilevision the equivalent of $500,000 in Class B
shares of the Issuer ($9.00 par value), provided the Issuer receives a waiver
from certain underwriters for a restriction on issuances of new capital stock.
The Class B shares to be granted to Iberoamerican Radio Holdings and Chilevision
will be restricted stock that cannot be disposed for a period of 12 months after
date of issuance.
Except as described above, the Reporting Person does not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
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 6 of 9 Pages
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: August 18, 2000
IBERO-AMERICAN MEDIA PARTNERS II LTD.
By: /S/ Amaya Ariztoy
-----------------------------
Name: Amaya Ariztoy
Title: Authorized Signatory
<PAGE>
Page 7 of 9 Pages
ANNEX A
Directors and Officers of Ibero-American Media Partners II Ltd.
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ----------------
<TABLE>
<CAPTION>
<S> <C> <C>
Mr. Michael Levitt Partner 1325 Avenue of the Americas
Director Hicks, Muse, Tate & Furst 25th Floor
United States Citizen Incorporated New York, NY 10019
Mr. Thomas Hicks1 Chairman, CEO & Partner 200 Crescent Court
Director Hicks, Muse, Tate & Furst Ste. 1600
United States Citizen Incorporated Dallas, TX 75201
Mr. John Gavin Managing Director 2100 Century Park West
Director Hicks, Muse, Tate & Furst Los Angeles, CA 90067-6900
United States Citizen Incorporated
Mr. Cesar Baez Principal 1325 Avenue of the Americas
Director Hicks, Muse, Tate & Furst 25th Floor
United States Citizen Incorporated New York, NY 10019
Mr. Alejandro Rivera2 Vice President, 550 Baltimore Way
Director Cisneros Group of Companies Suite 900
Venezuelan Citizen Managing Director, Venevision Coral Gables, FL 33134
International Corp.
Mr. Gustavo Cisneros3 Chairman of Companies Edificio Venevision
Director of the Cisneros Group of Oficina de la Presidencia
Venezuelan Citizen Companies 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>
-------------------------------------
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 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.
Cisnero's family, owns 3,150 Shares of the Issuer. Mr. Cisneros disclaims
beneficial ownership of such Shares.
<PAGE>
Page 8 of 9 Pages
<TABLE>
<CAPTION>
<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 Bandel Edificio Venevision
Director Final Avenida IA Salle
United States Citizen 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 hold
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 9 of 9 Pages
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).
