<PAGE>
As filed with the Securities and Exchange Commission on July 11, 2000
Registration No. 333-35336
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No. 3
to
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
Entravision Communications Corporation
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Delaware 4833 95-4783236
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Walter F. Ulloa
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
(310) 447-3870
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Kenneth D. Polin, Esq. Richard M. Jones, Esq.
Zevnik Horton Guibord McGovern O'Melveny & Myers LLP
Palmer & Fognani, L.L.P. 1999 Avenue of the Stars, 7th Floor
101 West Broadway, 17th Floor Los Angeles, California 90067
San Diego, California 92101 (310) 553-6700
(619) 515-9600
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed maximum Amount of
Title of each class of securities to be registered aggregate offering price (1)(2) registration fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A common stock,
$0.0001 par value......... $740,600,000 $195,519
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes shares issuable upon exercise of an over-allotment option granted
to the underwriters.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
---------------
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 hereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be paid by us in connection
with the sale and distribution of the securities being registered. All of the
amounts shown are estimated except the registration fee of the Securities and
Exchange Commission, the NASD filing fee and the New York Stock Exchange
listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 195,519
NASD filing fee.................................................. 30,500
New York Stock Exchange listing fee.............................. 466,100
Legal fees and expenses.......................................... 1,475,000
Accounting fees and expenses..................................... 1,398,000
Printing expenses................................................ 400,000
Blue sky fees and expenses....................................... 7,500
Transfer agent and registrar fees and expenses................... 3,500
Miscellaneous.................................................... 250,000
----------
Total............................................................ $4,226,119
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are incorporated under the laws of the State of Delaware. Section 145 of
the Delaware General Corporation Law, as the same exists or may hereafter be
amended, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties 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 such corporation),
by reason of the fact that such person is or was an officer, director, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was illegal. A Delaware corporation may
indemnify any persons who are, were or are threatened to be made, a party to
any threatened, pending or completed action or suit by or in the right of the
corporation by reasons of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director has
actually and reasonably incurred.
II-1
<PAGE>
Section 145 of the Delaware General Corporation Law further authorizes a
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 or enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, arising
out of his or her status as such, whether or not the corporation would
otherwise have the power to indemnify him or her under Section 145.
Our first restated certificate of incorporation provides that, to the
fullest extent permitted by Delaware law, as it may be amended from time to
time, none of our directors will be personally liable to us or our
stockholders for monetary damages resulting from a breach of fiduciary duty as
a director, except for (i) liability resulting from a breach of the director's
duty of loyalty to us or our stockholders, (ii) acts or omissions which are
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payment of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law or (iv) a transaction from which the director derived an
improper personal benefit.
Our first restated certificate of incorporation also provides mandatory
indemnification for the benefit of our directors and officers and
discretionary indemnification for the benefit of our employees and agents, in
each instance to the fullest extent permitted by Delaware law, as it may be
amended from time to time. In addition, we will enter into individual
indemnification agreements with each of our directors and officers providing
additional indemnification benefits. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors
or officers or persons controlling us pursuant to the foregoing provisions, we
have been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. We will also provide directors'
and officers' liability insurance coverage for our directors and officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since our incorporation on February 11, 2000, we have issued unregistered
securities as follows:
On February 12, 2000, we issued 1,000 shares of our common stock to
Entravision Communications Company, L.L.C. for an aggregate purchase price of
$1,000, such shares to be held until and cancelled concurrently with the
reorganization described in the following paragraph. These shares were issued
in order for Entravision to be properly capitalized at all times from its
inception until the consummation of such reorganization. These shares were
issued pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act.
On April 19, 2000, we entered into an Exchange Agreement with our
predecessor, certain exchanging members and stockholders and Univision in
which direct and indirect ownership interests in our predecessor and
Univision's subordinated note and option will be exchanged for newly-issued
shares of our common stock as part of our recapitalization from a limited
liability company to a C-corporation. This reorganization will be consummated
immediately prior to this offering. These shares will be issued pursuant to
the exemption from registration provided by Section 4(2) of the Securities
Act.
On April 20, 2000, we entered into an Acquisition Agreement and Plan of
Merger with our predecessor, ZSPN Acquisition Corporation, Z-Spanish Media and
certain of its stockholders pursuant to which we agreed to acquire all of the
outstanding capital stock of Z-Spanish Media for $475 million, including the
assumption of approximately $110 million in debt. The consideration to be paid
to the stockholders of Z-Spanish Media consists of approximately $247 million
in cash and 7,187,902 shares of our Class A common stock. These shares will be
issued pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are attached hereto and incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit Exhibit Description
Number -------------------
-------
<C> <S>
1.1(2) Form of Underwriting Agreement.
2.1(1) Asset Purchase Agreement dated as of October 30, 1998 by and among
Univision Television Group, Inc., KLUZ License Partnership, G.P. and
Entravision Communications Company, L.L.C.
2.2(1) Agreement and Plan of Merger dated December 21, 1999 by and among
Entravision Communications Company, L.L.C., LCG Acquisition
Corporation, Latin Communications Group Inc. and certain of its
representatives.
2.3(1) Asset Purchase Agreement dated as of February 29, 2000 by and between
Citicasters Co. and the registrant.
2.4(1) Acquisition Agreement and Plan of Merger dated April 20, 2000 by and
among the registrant, Entravision Communications Company, L.L.C., ZSPN
Acquisition Corporation, Z-Spanish Media Corporation and certain of
its stockholders.
2.5(1) Exchange Agreement dated April 19, 2000 by and among the registrant,
Entravision Communications Company, L.L.C., certain exchanging members
and stockholders and Univision Communications Inc.
2.6(1) Asset Purchase Agreement dated as of June 14, 2000 by and between the
registrant and Infinity Broadcasting Corporation.
3.1(1) Certificate of Incorporation of the registrant as currently in effect.
3.2(1) Form of First Restated Certificate of Incorporation of registrant as
in effect immediately prior to the closing of the offering.
3.3(1) Form of First Amended and Restated Bylaws of the registrant as in
effect immediately prior to the closing of the offering.
4.1(1) Form of specimen common stock certificate of the registrant.
5.1(1) Opinion of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
10.1(1) 2000 Omnibus Equity Incentive Plan of the registrant.
10.2(1) Form of Voting Agreement by and among Walter F. Ulloa, Philip C.
Wilkinson, Paul A. Zevnik and the registrant.
10.3(1) Amended and Restated Credit Agreement dated November 10, 1998 by and
among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc. Cabrillo
Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las
Tres Palmas Corporation, Valley Channel 48, Inc., Telecorpus, Inc.,
Entravision Communications Company, L.L.C., the lender parties thereto
and Union Bank of California, N.A., as agent.
10.4(1) First Amendment to Amended and Restated Credit Agreement dated as of
December 29, 1999 by and among KSMS-TV, Inc., Tierra Alta
Broadcasting, Inc., Cabrillo Broadcasting Corporation, Golden Hills
Broadcasting Corporation, Las Tres Palmas Corporation, Valley Channel
48, Inc., Entravision Communications Company, L.L.C., the lender
parties thereto and Union Bank of California, N.A., as agent.
10.5(1) Second Amendment to Amended and Restated Credit Agreement dated as of
January 14, 2000 by and among KSMS-TV, Inc., Tierra Alta Broadcasting,
Inc., Cabrillo Broadcasting Corporation, Golden Hills Broadcasting
Corporation, Las Tres Palmas Corporation, Valley Channel 48, Inc.,
Telecorpus, Inc., Entravision Communications Company, L.L.C., the
lender parties thereto and Union Bank of California, N.A., as agent.
10.6(1) Third Amendment to Amended and Restated Credit Agreement dated April
18, 2000 by and among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc.,
Cabrillo Broadcasting Corporation, Golden Hills Broadcasting
Corporation, Las Tres Palmas Corporation, Valley Channel 48, Inc.,
Telecorpus, Inc., Entravision Communications Company, L.L.C., the
lender parties thereto and Union Bank of California, N.A., as agent.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit Exhibit Description
Number -------------------
-------
<C> <S>
10.7(1) Amended and Restated Security Agreement dated as of November 10, 1998
by and among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc., Cabrillo
Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las
Tres Palmas Corporation, Valley Channel 48, Inc., Telecorpus, Inc.,
Entravision Communications Company, L.L.C., the lender parties
thereto and Union Bank of California, N.A., as agent.
10.8(1) Amended and Restated Pledge Agreement dated as of November 10, 1998
by certain pledgors in favor of Union Bank of California, N.A., as
agent.
10.9(1) Term Loan Agreement dated April 20, 2000 by and among LCG Acquisition
Corporation, the lender parties thereto and Union Bank of California,
N.A.
10.10(1) Security Agreement dated April 20, 2000 by and between LCG
Acquisition Corporation and Union Bank of California, N.A.
10.11(1) Pledge Agreement dated April 20, 2000 by Walter F. Ulloa and Philip
C. Wilkinson in favor of Union Bank of California, N.A.
10.12(1) Univision Roll-Up Agreement dated March 2, 2000 by and between
Univision Communications Inc. and Entravision Communications Company,
L.L.C.
10.13(1) First Amended and Restated Non-Negotiable Subordinated Note dated
March 2, 2000 in the principal amount of $120 million from
Entravision Communications Company, L.L.C. in favor of Univision
Communications Inc.
10.14(1) Amended and Restated Subordinated Note Purchase and Option Agreement
dated as of December 30, 1996 by and among Univision Communications
Inc., Entravision Communications Company, L.L.C., its member
entities, Walter F. Ulloa and Philip C. Wilkinson.
10.15(1) First Amendment to Amended and Restated Subordinated Note Purchase
and Option Agreement dated as of March 31, 1999 by and among
Univision Communications Inc., Entravision Communications Company,
L.L.C., its member entities, Walter F. Ulloa and Philip C. Wilkinson.
10.16(1) Second Amendment to Amended and Restated Subordinated Note Purchase
and Option Agreement dated March 2, 2000 by and among Univision
Communications Inc., Entravision Communications Company, L.L.C., its
member entities, Walter F. Ulloa and Philip C. Wilkinson.
10.17(1) Secured Promissory Note and Pledge Agreement dated October 16, 1996
in the principal amount of $360,366.38 from Paul A. Zevnik in favor
of Entravision Communications L.L.C.
10.18(1) Form of Indemnification Agreement for officers and directors of the
registrant.
10.19(1) Convertible Subordinated Note Purchase Agreement dated as of April
20, 2000 by and among Entravision Communications Company, L.L.C., the
registrant and certain investors.
10.20(1) Subordinated Convertible Promissory Note dated April 20, 2000 in the
principal amount of $90 million from Entravision Communications
Company, L.L.C. in favor of TSG Capital Fund III, L.P.
10.21(1) Investor Rights Agreement dated April 20, 2000 by and among
Entravision Communications Company, L.L.C., the registrant and TSG
Capital Fund III, L.P.
10.22(1) Form of Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of the registrant.
10.23(1) Form of Investor Rights Agreement by and among the registrant and
certain of its stockholders.
10.24(1) Form of Network Affiliation Agreement by and between Univision
Television Network and Entravision Communications Company, L.L.C.
10.25(1) Office Lease dated August 19, 1999 by and between Water Garden
Company, L.L.C. and Entravision Communications Company, L.L.C.
21.1(1) Subsidiaries of the registrant.
23.1(1) Consent of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
(included in Exhibit 5.1).
23.2(1) Consent of McGladrey & Pullen, LLP.
23.3(1) Consent of Ernst & Young LLP.
23.4(1) Consent of Deloitte & Touche LLP.
24.1(1) Power of Attorney.
</TABLE>
--------
(1) Previously filed.
(2) Filed herewith.
(b) Financial Statement Schedules--None.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS.
The registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Monica, State of California, on July 11, 2000.
ENTRAVISION COMMUNICATIONS CORPORATION
By: /s/ Walter F. Ulloa
______________________________________
Walter F. Ulloa, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter F. Ulloa Chairman and Chief Executive July 11, 2000
____________________________________ Officer (principal
Walter F. Ulloa executive officer)
* President, Chief Operating July 11, 2000
____________________________________ Officer and Director
Philip C. Wilkinson
/s/ Jeanette Tully Executive Vice President, July 11, 2000
____________________________________ Treasurer and Chief
Jeanette Tully Financial Officer
(principal financial
officer and principal
accounting officer)
* Secretary and Director July 11, 2000
____________________________________
Paul A. Zevnik
* President of Radio Division July 11, 2000
____________________________________ and Director
Amador S. Bustos
* Director July 11, 2000
____________________________________
Darryl B. Thompson
* Director July 11, 2000
____________________________________
Andrew W. Hobson
* Director July 11, 2000
____________________________________
Michael D. Wortsman
</TABLE>
*By: /s/ Jeanette Tully
________________________________
Jeanette Tully, Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
1.1(2) Form of Underwriting Agreement.
2.1(1) Asset Purchase Agreement dated as of October 30, 1998 by and among
Univision Television Group, Inc., KLUZ License Partnership, G.P. and
Entravision Communications Company, L.L.C.
2.2(1) Agreement and Plan of Merger dated December 21, 1999 by and among
Entravision Communications Company, L.L.C., LCG Acquisition
Corporation, Latin Communications Group Inc. and certain of its
representatives.
2.3(1) Asset Purchase Agreement dated as of February 29, 2000 by and between
Citicasters Co. and the registrant.
2.4(1) Acquisition Agreement and Plan of Merger dated April 19, 2000 by and
among the registrant, Entravision Communications Company, L.L.C., ZSPN
Acquisition Corporation, Z-Spanish Media Corporation and certain of
its stockholders.
2.5(1) Exchange Agreement dated April 19, 2000 by and among the registrant,
Entravision Communications Company, L.L.C., certain exchanging members
and stockholders and Univision Communications Inc.
2.6(1) Asset Purchase Agreement dated as of June 14, 2000 by and between the
registrant and Infinity Broadcasting Corporation.
3.1(1) Certificate of Incorporation of the registrant as currently in effect.
3.2(1) Form of First Restated Certificate of Incorporation of registrant as
in effect immediately prior to the closing of the offering.
3.3(1) Form of First Amended and Restated Bylaws of the registrant as in
effect immediately prior to the closing of the offering.
4.1(1) Form of specimen common stock certificate of the registrant.
5.1(1) Opinion of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
10.1(1) 2000 Omnibus Equity Incentive Plan of the registrant.
10.2(1) Form of Voting Agreement by and among Walter F. Ulloa, Philip C.
Wilkinson, Paul A. Zevnik and the registrant.
10.3(1) Amended and Restated Credit Agreement dated November 10, 1998 by and
among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc. Cabrillo
Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las
Tres Palmas Corporation, Valley Channel 48, Inc., Telecorpus, Inc.,
Entravision Communications Company, L.L.C., the lender parties thereto
and Union Bank of California, N.A., as agent.
10.4(1) First Amendment to Amended and Restated Credit Agreement dated as of
December 29, 1999 by and among KSMS-TV, Inc., Tierra Alta
Broadcasting, Inc., Cabrillo Broadcasting Corporation, Golden Hills
Broadcasting Corporation, Las Tres Palmas Corporation, Valley Channel
48, Inc., Entravision Communications Company, L.L.C., the lender
parties thereto and Union Bank of California, N.A., as agent.
10.5(1) Second Amendment to Amended and Restated Credit Agreement dated as of
January 14, 2000 by and among KSMS-TV, Inc., Tierra Alta Broadcasting,
Inc., Cabrillo Broadcasting Corporation, Golden Hills Broadcasting
Corporation, Las Tres Palmas Corporation, Valley Channel 48, Inc.,
Telecorpus, Inc., Entravision Communications Company, L.L.C., the
lender parties thereto and Union Bank of California, N.A., as agent.
10.6(1) Third Amendment to Amended and Restated Credit Agreement dated April
18, 2000 by and among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc.,
Cabrillo Broadcasting Corporation, Golden Hills Broadcasting
Corporation, Las Tres Palmas Corporation, Valley Channel 48, Inc.,
Telecorpus, Inc., Entravision Communications Company, L.L.C., the
lender parties thereto and Union Bank of California, N.A., as agent.
10.7(1) Amended and Restated Security Agreement dated as of November 10, 1998
by and among KSMS-TV, Inc., Tierra Alta Broadcasting, Inc., Cabrillo
Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las
Tres Palmas Corporation, Valley Channel 48, Inc., Telecorpus, Inc.,
Entravision Communications Company, L.L.C., the lender parties thereto
and Union Bank of California, N.A., as agent.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Exhibit Description
Number -------------------
-------
<C> <S>
10.8(1) Amended and Restated Pledge Agreement dated as of November 10, 1998
by certain pledgors in favor of Union Bank of California, N.A., as
agent.
10.9(1) Term Loan Agreement dated April 20, 2000 by and among LCG Acquisition
Corporation, the lender parties thereto and Union Bank of California,
N.A.
10.10(1) Security Agreement dated April 20, 2000 by and between LCG
Acquisition Corporation and Union Bank of California, N.A.
10.11(1) Pledge Agreement dated April 20, 2000 by Walter F. Ulloa and Philip
C. Wilkinson in favor of Union Bank of California, N.A.
10.12(1) Univision Roll-Up Agreement dated March 2, 2000 by and between
Univision Communications Inc. and Entravision Communications Company,
L.L.C.
10.13(1) First Amended and Restated Non-Negotiable Subordinated Note dated
March 2, 2000 in the principal amount of $120 million from
Entravision Communications Company, L.L.C. in favor of Univision
Communications Inc.
10.14(1) Amended and Restated Subordinated Note Purchase and Option Agreement
dated as of December 30, 1996 by and among Univision Communications
Inc., Entravision Communications Company, L.L.C., its member
entities, Walter F. Ulloa and Philip C. Wilkinson.
10.15(1) First Amendment to Amended and Restated Subordinated Note Purchase
and Option Agreement dated as of March 31, 1999 by and among
Univision Communications Inc., Entravision Communications Company,
L.L.C., its member entities, Walter F. Ulloa and Philip C. Wilkinson.
10.16(1) Second Amendment to Amended and Restated Subordinated Note Purchase
and Option Agreement dated March 2, 2000 by and among Univision
Communications Inc., Entravision Communications Company, L.L.C., its
member entities, Walter F. Ulloa and Philip C. Wilkinson.
10.17(1) Secured Promissory Note and Pledge Agreement dated October 16, 1996
in the principal amount of $360,366.38 from Paul A. Zevnik in favor
of Entravision Communications L.L.C.
10.18(1) Form of Indemnification Agreement for officers and directors of the
registrant.
10.19(1) Convertible Subordinated Note Purchase Agreement dated as of April
20, 2000 by and among Entravision Communications Company, L.L.C., the
registrant and certain investors.
10.20(1) Subordinated Convertible Promissory Note dated April 20, 2000 in the
principal amount of $90 million from Entravision Communications
Company, L.L.C. in favor of TSG Capital Fund III, L.P.
10.21(1) Investor Rights Agreement dated April 20, 2000 by and among
Entravision Communications Company, L.L.C., the registrant and TSG
Capital Fund III, L.P.
10.22(1) Form of Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of the registrant.
10.23(1) Form of Investor Rights Agreement by and among the registrant and
certain of its stockholders.
10.24(1) Form of Network Affiliation Agreement by and between Univision
Television Network and Entravision Communications Company, L.L.C.
10.25(1) Office Lease dated August 19, 1999 by and between Water Garden
Company, L.L.C. and Entravision Communications Company, L.L.C.
21.1(1) Subsidiaries of the registrant.
23.1(1) Consent of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
(included in Exhibit 5.1).
23.2(1) Consent of McGladrey & Pullen, LLP.
23.3(1) Consent of Ernst & Young LLP.
23.4(1) Consent of Deloitte & Touche LLP.
24.1(1) Power of Attorney.
</TABLE>
--------
(1) Previously filed.
(2) Filed herewith.
(b) Financial Statement Schedules--None.
