<PAGE>
AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON NOVEMBER 27, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TELEMUNDO GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3348686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
2290 WEST 8TH AVENUE, HIALEAH, FLORIDA 33010
(305) 884-8200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
PETER J. HOUSMAN II
CHIEF FINANCIAL OFFICER
AND TREASURER
TELEMUNDO GROUP, INC.
2290 WEST 8TH AVENUE, HIALEAH, FLORIDA 33010
(305) 884-8200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPIES TO:
<TABLE>
<S> <C>
PATRICK J. DOOLEY, ESQ. ROBERT B. KNAUSS, ESQ.
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Munger, Tolles & Olson
399 Park Avenue 355 South Grand Avenue, 35th Floor
New York, NY 10022 Los Angeles, California 90071-1560
(212) 872-1000 (213) 683-9100
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Exchange Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO PER SENIOR OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED NOTE (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
% Senior Notes due 2006 $194,425,000 $900.09 $175,000,000 $60,345
</TABLE>
(1) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457.
--------------------------
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
$
[LOGO]
TELEMUNDO GROUP, INC.
% SENIOR NOTES DUE 2006
The % Senior Notes Due 2006 (the "Senior Notes") are being issued by
Telemundo Group, Inc. ("Telemundo" or the "Company") and will mature on
, 2006. Interest on the Senior Notes will be paid semiannually on
and , of each year, commencing , 1996.
The Senior Notes will bear interest at a rate of % per annum on their
principal amount at maturity through and including , 1999, and after
such date until maturity will bear interest at a rate of % per annum on their
principal amount at maturity. The Senior Notes will be issued at a substantial
discount from their principal amount at maturity. The price to the public of the
Senior Notes shown below represents a yield to maturity of % per annum,
computed on the basis of semi-annual compounding of interest. The Senior Notes
may be redeemed at the option of the Company, in whole or in part, at any time
on and after , 2001 at the redemption prices set forth herein, plus
accrued and unpaid interest to the date of redemption. In addition, the Company
may at its option, on one or more occasions, at any time on or before
, 1999, redeem up to 35% of the aggregate outstanding principal
amount of Senior Notes at the redemption price set forth herein, plus accrued
and unpaid interest to the date of redemption with the proceeds of certain
equity issuances provided that at least $ million in aggregate principal
amount at maturity of the Senior Notes remains outstanding immediately following
any such redemption. The Senior Notes do not provide for any sinking fund.
In the event of a Change of Control (as defined herein), holders of Senior Notes
will have the right, subject to certain conditions, to require the Company to
offer to purchase their Senior Notes (in whole or in part) at 101% of their
Accreted Value (as defined herein) plus accrued and unpaid interest to the date
of purchase. See "Description of the Senior Notes -- Change of Control Offer."
The Senior Notes will be general unsecured obligations of the Company and PARI
PASSU in right of payment with all senior indebtedness and senior in right of
payment to all existing and future subordinated indebtedness of the Company. The
Senior Notes will be effectively subordinated to all indebtedness and other
liabilities of the Company's subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1) (2)
Per Senior Note.................................. % % %
Total............................................ $ $ $
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</TABLE>
(1) Plus accrued interest and Accreted Value, if any, from , 1996 to
the date of delivery.
(2) Before deducting offering expenses payable by the Company estimated to be
$ .
The Senior Notes are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Senior Notes will be made at the offices of
Salomon Brothers Inc, Seven World Trade Center, New York, New York or through
the facilities of The Depository Trust Company, on or about , 1996.
SALOMON BROTHERS INC
ALEX. BROWN & SONS
INCORPORATED
BT SECURITIES CORPORATION
The date of this Prospectus is , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, Suite 1300, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Commission at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Act"), with
respect to the securities offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement and exhibits
filed as a part thereof and otherwise incorporated therein and which may be
inspected and copied in the manner and at the sources described above.
Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance reference is made
to such exhibit for a more complete description and each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference into this Prospectus:
1. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 as amended by Form 10-Q/A filed November 27, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995 and June 30, 1995;
3. The Company's Current Report on Form 8-K filed January 13, 1995;
4. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
5. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents.
Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus, except as so modified or superseded. The Company will
provide without charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request of such person, a copy of any or all of
the information that has been incorporated by reference in this Prospectus
(excluding exhibits to such information which are not specifically incorporated
by reference into such information). Requests for such documents should be
directed to the Company at its principal executive offices, 2290 West 8th
Avenue, Hialeah, Florida 33010, Attention: Shareholder Relations, telephone
(305) 884-8200.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR NOTES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION, FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, AND PRO FORMA
FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE
INDICATED, (I) ALL REFERENCES TO THE UNITED STATES OR U.S. EXCLUDE PUERTO RICO
AND (II) ALL MARKET RANK, TELEVISION HOUSEHOLD DATA, RANK IN MARKET AND AUDIENCE
SHARE DATA IN THIS DOCUMENT ARE DERIVED FROM A.C. NIELSEN COMPANY, A NATIONAL
MEDIA RATINGS SERVICE ("NIELSEN") EXCEPT FOR INFORMATION WITH RESPECT TO PUERTO
RICO WHICH IS DERIVED FROM MEDIAFAX, INC., A MEDIA RATINGS SERVICE IN PUERTO
RICO. "MARKET AREA" OR "DMA" REFERS TO DESIGNATED MARKET AREA, A TERM DEVELOPED
BY NIELSEN AND USED BY THE TELEVISION INDUSTRY TO DESCRIBE A GEOGRAPHICALLY
DISTINCT TELEVISION MARKET.
THE COMPANY
Telemundo Group, Inc., together with its subsidiaries (collectively,
"Telemundo" or the "Company"), is one of two Spanish-language television
broadcast networks in the United States. The network provides programming
24-hours per day to its owned and operated stations and affiliates, which serve
55 markets in the U.S., including the 32 largest Hispanic markets, and reach
approximately 85% of all U.S. Hispanic households. Hispanics currently
constitute approximately 10% of the U.S. population, or 27 million people,
according to the U.S. Census Bureau, which also projects Hispanics to be the
largest minority group in the United States by the year 2010. The Company also
owns and operates the leading full-power television station and related
production facilities in Puerto Rico. For the twelve months ended September 30,
1995, pro forma revenue and EBITDA (as defined below) for the Company were
$189.7 million and $30.2 million, respectively.
After the pending acquisition (the "Acquisition") of a 74.5% interest in the
Company's Chicago affiliate, WSNS-TV ("WSNS"), Telemundo will own and operate
full power Spanish-language television stations in the seven largest Hispanic
Market Areas in the United States. See "The Acquisition." The following table
sets forth certain information about these stations, the Puerto Rico station and
their Market Areas.
<TABLE>
<CAPTION>
RANKING OF NUMBER OF
APPROXIMATE MARKET AREA OTHER RANKING OF
HISPANIC HISPANICS BY SPANISH-LANGUAGE MARKET AREA BY
TELEVISION AS A NUMBER OF TELEVISION NUMBER OF
HOUSEHOLDS IN PERCENTAGE HISPANIC STATIONS TOTAL
MARKET OF TOTAL TELEVISION OPERATING IN TELEVISION
MARKET AREA SERVED AND STATION AREA(1) POPULATION(1) HOUSEHOLDS(1) MARKET AREA HOUSEHOLDS(2)
- ------------------------------ ------------- ------------ ------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Los Angeles, CA 1,306,000 37 % 1 2 2
KVEA, Channel 52
New York, NY 913,000 16 % 2 1 1
WNJU, Channel 47
Miami, FL 434,000 37 % 3 3 16
WSCV, Channel 51
Houston, TX 278,000 23 % 4 2 11
KTMD, Channel 48
San Antonio, TX 274,000 51 % 5 2 39
KVDA, Channel 60
San Francisco, CA 272,000 17 % 6 2 5
KSTS, Channel 48
Chicago, IL (Pending) 270,000 12 % 7 1 3
WSNS, Channel 44
San Juan, PR 1,064,000 -- -- 6 --
WKAQ, Channel 2
</TABLE>
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(1) Estimated by Nielsen for January 1, 1996.
(2) Based on 1994-1995 Nielsen data.
3
<PAGE>
The Company also distributes its programming through 13 owned and operated
low-power television stations, 33 affiliated broadcast stations and 86 satellite
direct cable affiliates. The Company's programming is carried on an additional
507 cable systems in markets served by broadcast stations in the Company's
network. In addition, the Company has a 42% interest in TeleNoticias del Mundo,
L.P. ("TeleNoticias"), a 24-hour per day Spanish-language international news
service.
The Hispanic population in the United States, the fifth largest in the
world, is growing at approximately five times the rate of the non-Hispanic U.S.
population. By the year 2010, Hispanics are projected by the U.S. Census Bureau
to account for approximately 13.5% of the total population of the U.S. and would
be the country's largest minority group. A distinguishing characteristic of the
Hispanic market is that Hispanics tend to retain Spanish as their dominant or
only language. The 1995 Nielsen Enumeration Study indicates that approximately
49% of Hispanic households speak mainly or exclusively Spanish. Consequently,
many Hispanics rely on Spanish-language media as an important, and often the
exclusive, source of news and information as well as entertainment.
Management believes that, in addition to the market's growth and the unique
characteristics of the population, several factors make the Hispanic market
attractive to advertisers. First, the Hispanic population is already a large
market segment, with annual purchasing power of approximately $200 billion.
Second, Hispanic households on average tend to be larger, younger and spend a
greater percentage of their total household income on consumer products than
non-Hispanic households. Furthermore, the Hispanic population is more
concentrated geographically, with approximately 50% of all Hispanics residing in
the seven largest Hispanic Market Areas.
According to HISPANIC BUSINESS MAGAZINE, an estimated $953 million of total
advertising expenditures were directed towards Spanish-language media in 1994,
representing a 15% increase from 1993. Of that amount, nearly half was targeted
to Spanish-language television advertising. More than 80% of Hispanic television
households view Spanish-language television, and aggregate viewing of Spanish-
language television has increased by approximately 20% over the past two years.
As a result, the Company believes that major advertisers such as The Procter &
Gamble Co., AT&T Corp. and Sears, Roebuck & Co. have found that Spanish-language
television advertising is a more cost-efficient means to target this growing
audience than English-language broadcast media.
BACKGROUND
The Company was organized in May 1986 under the laws of Delaware and is the
successor to John Blair & Company, formerly a diversified communications
company. The Company began its United States Spanish-language network with three
television stations in January 1987, providing approximately 18 hours per week
of network programming. The Company entered into bankruptcy in July of 1993 and
emerged from bankruptcy on December 30, 1994. The Company had experienced an
overall decline in ratings from a 40% share of the Spanish-language network
television audience in November 1992 to their lowest point of 20% in February
1995. In March 1995, the Company appointed Roland A. Hernandez, as its new
President and Chief Executive Officer.
BUSINESS STRATEGY
The Company's management team, led by Mr. Hernandez, has aggressively
pursued a number of strategies aimed at improving the profitability of the
Company. The Company believes that these strategies have contributed to the
improved results of operations experienced in the third quarter and to the
Company's achievement of a 25% share of the Spanish-language network television
audience in October 1995.
INCREASING SHARE OF AUDIENCE THROUGH ENHANCED NETWORK PROGRAMMING
In March 1995, the network hired a new Executive Vice President for
Programming and Production and immediately implemented several measures aimed at
increasing the Company's audience share. Specifically, the Company rearranged
its prime time schedule to compete more effectively against
4
<PAGE>
programming offered by the competition. The Company also added production
capability in Los Angeles to its production capability in Miami, enabling
Telemundo to produce programs which target U.S. Hispanics of Mexican origin.
While the Company produces approximately 44% of its network programming in its
U.S. production facilities, it also acquires programs from outside producers to
provide a balanced program lineup which will appeal to the greatest number of
Hispanic viewers in the U.S. The Company is exploring opportunities to
co-produce programming with other producers in Mexico and other Latin American
countries.
The Company believes that its ability to produce as well as acquire
programming will allow it to increase its share of the Spanish-language
television audience while controlling its overall programming expenses. See "--
Reducing and Controlling Operating Expenses."
INCREASING REVENUE THROUGH ENHANCED SALES AND MARKETING EFFORTS
The Company devotes significant resources towards providing advertisers with
the data needed to understand better the purchasing habits and preferences of
the Hispanic market. Telemundo, together with the Univision Group ("Univision"),
the Company's major competitor, and Nielsen, developed the Nielsen Hispanic
Television Index, a people-meter based audience measurement service for Spanish-
language television, which became operational at the end of 1992. This service
provided the first broadly accepted information about the Spanish-language
television audience and helped persuade many major general market advertisers
and their agencies of the importance of using Spanish-language television to
reach the expanding Hispanic market. The Company estimates, based on Nielsen
data, that approximately 4% of total television viewing is of Spanish-language
television. However, less than 1.7% of total television advertising expenditures
are currently directed to Spanish-language television. Management believes that
the sophisticated research currently being commissioned by the Company and
Univision, particularly the Nielsen Hispanic Television Index, will help to
narrow this gap.
At the network, as well as at each owned and operated full-power station,
the sales and marketing forces work closely with their clients to increase the
effectiveness of specific advertising campaigns and to increase advertising
spending directed to the Hispanic market and the Company. The Company's sales
force has extensive experience in both the general market and Spanish-language
media businesses. With this diverse background, the sales force is able to
create and implement fully integrated and specifically targeted marketing
campaigns for its clients. Since it produces a significant amount of its own
programming, Telemundo is able to offer its advertising clients opportunities to
integrate their products into particular programs and develop major marketing
events featuring these programs, the network talent and the clients' products.
The Company's eight top network advertisers are The Procter & Gamble Co., AT&T
Corp., MCI Communications Corp., Sears, Roebuck & Co., Ford Motor Co., Western
Union, The Coca-Cola Company and Sprint Corp.
REDUCING AND CONTROLLING OPERATING EXPENSES
The Company has reduced its operating expenses before depreciation and
amortization by $12.1 million, or 10%, for the nine months ended September 30,
1995 from the comparable period of the prior year. Over $8.4 million of these
reductions have been achieved through the lowering of program acquisition and
production costs. For example, the Company's decision to purchase novelas (soap
operas) from Latin American program suppliers rather than produce such programs
itself, will result in a reduction of more than 50% in the cost of the Company's
prime time novelas for 1995. Other significant cost saving measures included the
relocation of its corporate headquarters and the reduction of employee staff
levels by approximately 7%. After the consummation of the Acquisition, the
Company believes that it will realize cost savings at WSNS through efficiencies
gained by integrating WSNS into the Telemundo owned and operated station group.
The Company intends to continue to closely monitor and identify cost saving
measures throughout its operations.
BUILDING A STRONGER LOCAL PRESENCE
Local news presence and involvement in community events are important
elements in the Company's strategy for each of its owned and operated stations
to achieve a distinct local identity, strengthen audience loyalty and increase
revenue. The Company invites its viewers to be part of its programming
5
<PAGE>
efforts and to participate along with its stations in community events and other
outreach programs. The Company sponsors local community events such as "Calle
Ocho" in Miami, "Cinco de Mayo" in Los Angeles and the "Hispanic Day Parade" in
New York and has developed an award winning public information campaign, "De
Padres a Hijos" ("From Parents to Children"). The campaign awards annual
scholarships for Hispanic students and features nationally televised vignettes
on important issues in education. Awards are granted both on a national and
local level with all Telemundo stations participating in selecting recipients in
their respective markets.
CAPITALIZING ON DOMINANT MARKET POSITION IN PUERTO RICO
The Company's station in Puerto Rico, WKAQ-TV ("WKAQ"), is the market leader
in audience share and revenue. Programming produced specifically for that
market, in WKAQ's own production facilities, has consistently ranked among the
top rated programs in Puerto Rico. In October 1995, WKAQ had 7 of the top 10
shows in the market and a 34% share of the overall audience, including a 37%
share in the prime time period. WKAQ has also recently changed its affiliate
covering the western side of the island, resulting in what the Company believes
is better coverage on a more cost-effective basis.
Capitalizing on its strong ratings, production capabilities, association
with most major entertainment events in Puerto Rico and aggressive sales and
marketing efforts, management believes that WKAQ should continue to achieve a
greater share of the market's total advertising dollars than WKAQ's share of the
audience. The Company has also focused on reducing operating costs at the
station. For the nine months ended September 30, 1995, operating expenses before
depreciation and amortization declined by 6% from the comparable period of the
prior year. Operating synergies and cost efficiencies with the U.S. network will
continue to be explored.
STRENGTHENING THE NETWORK THROUGH SELECTIVE ACQUISITIONS AND CAPITAL
EXPENDITURES
The Company believes that securing distribution through station ownership in
the largest Hispanic Market Areas in the U.S. is an important element in
ensuring the strength of its network. In furtherance of this, the Company has
entered into an agreement to acquire a 74.5% interest in its Chicago affiliate.
See "The Acquisition." A large base of owned and operated stations allows the
network to amortize program investments and other network and corporate expenses
over a larger portfolio of properties and should provide greater leverage with
advertisers and suppliers. While the Company will continue to evaluate
opportunities to enhance its network as they arise, the Company does not
currently have any other agreements to acquire additional stations.
The Company also selectively invests in property and equipment in order to
strengthen signals, improve production capabilities and generate operating
efficiencies. For example, the Los Angeles station, KVEA, is replacing its
transmitter and antenna to improve its signal and provide better service to the
Los Angeles market. The Company was also one of the first broadcasters to use
digital broadcast compression equipment, providing the Company with the ability
to transmit multiple signals from a single satellite transponder. This enables
the network to simultaneously address different time zones and provide
additional live capabilities and interactivity between the stations and network
center on a cost-effective basis.
THE ACQUISITION
On November 8, 1995, the Company entered into an agreement to acquire for
$44.7 million a 74.5% interest in Video 44, an Illinois general partnership
("Video 44"), which holds the license to and operates WSNS in Chicago, currently
the Company's largest affiliated station. The acquisition of WSNS will ensure
the network's long-term distribution in the important Chicago Market Area.
Chicago is the seventh largest Market Area in the U.S. based on Hispanic
television households and the fourth largest Market Area based on Hispanic
television households that speak primarily Spanish. The Hispanic population in
Chicago grew by approximately 60% from 1980 to 1994. The Company believes that
it will realize cost savings at WSNS through efficiencies gained by integrating
WSNS into the Telemundo owned and operated station group.
6
<PAGE>
THE REFINANCING
The Company is implementing a refinancing (the "Refinancing") of certain of
its outstanding indebtedness. The elements of the Refinancing include (i) the
repurchase of up to $116.9 million aggregate principal amount of the Company's
10.25% Senior Notes due December 30, 2001 (the "Old Notes") pursuant to an offer
to purchase, commenced on November 27, 1995 (the "Repurchase Offer") and (ii)
the solicitation (the "Consent Solicitation") of certain consents (the
"Consents") from the holders of the Old Notes to amend the indenture (the "Old
Note Indenture") governing the Old Notes (the "Proposed Amendments") and the
payment of a consent fee (a "Consent Fee") in connection therewith. Except as
otherwise indicated, this Prospectus assumes that all of the Old Notes are
repurchased pursuant to the Repurchase Offer and that all holders of Old Notes
submit Consents. There is no condition to the Repurchase Offer that the Proposed
Amendments be adopted or that a minimum aggregate principal amount of Old Notes
be tendered. Apollo Advisors, L.P., through its affiliates (collectively,
"Apollo"), is a stockholder of the Company, and owns 41.6% of the aggregate
outstanding principal amount of the Old Notes. Apollo has agreed to tender its
Old Notes in the Repurchase Offer, to deliver its Consent to the Proposed
Amendments, to not revoke such Consent prior to the initial Consent Date (5:00
p.m., New York City time, on December 26, 1995) and to not transfer any interest
in such Old Notes prior to such initial Consent Date unless such transferee (and
any further transferees) agrees, among other things, to not revoke such Consent
prior to such initial Consent Date. Apollo is considering the sale by December
31, 1995 of its rights associated with the Old Notes to be tendered in the
Repurchase Offer. Apollo has had discussions with Salomon Brothers Inc with
respect to such sale. No agreement has been reached on the definitive terms of
any such possible sale nor is there any certainty that such agreement will be
reached or that Apollo will in fact sell such rights. See "Principal
Stockholders" and "Underwriting."
The Refinancing is designed to enhance the Company's operating and financial
flexibility by, among other things, (i) removing the near-term amortization
requirements of the Old Notes and (ii) amending certain covenants contained in
the Old Note Indenture to conform generally to certain covenants contained in
the Senior Note Indenture (as defined below).
The Company intends to issue $175 million gross proceeds of % Senior
Notes (the "Offering") to fund the Acquisition and the Refinancing and, after
related fees and expenses, to use the balance, if any, for general corporate
purposes, which may include the repayment, but without any accompanying
permanent reduction, of the outstanding borrowings under the Company's credit
agreement (the "Credit Facility"). See "Description of Certain Indebtedness --
Credit Facility." If less than all of the Old Notes are repurchased, the
Offering will be reduced to reflect the amount of Old Notes not purchased. The
Acquisition, the Refinancing and the Offering are defined herein as the
"Transactions."
THE OFFERING
All capitalized terms used in this Prospectus with respect to the Senior
Notes and not otherwise defined herein have the meanings set forth under
"Description of the Senior Notes -- Certain Definitions."
<TABLE>
<S> <C>
Securities Offered..................... $ million principal amount at maturity of %
Senior Notes due 2006 (the "Senior Notes"). The
Senior Notes will be issued at a substantial
discount from their principal amount and will
generate gross proceeds to the Company of
approximately $175 million.
Maturity Date.......................... , 2006.
Interest............................... The Senior Notes bear interest at a rate of %
per annum on their principal amount at maturity
through and including , 1999, and after such
date until maturity will bear interest at a rate of
% per annum on their principal amount at
maturity. Interest will be paid on each and
, commencing . The price to the
public of the Senior Notes represents a yield to
maturity of % per annum, computed on the basis
of semi-annual compounding of interest.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Original Issue Discount; Certain
Federal Income Tax Consequences........ For Federal income tax purposes, each Senior Note
will be issued with "original issue discount." See
"Certain Federal Income Tax Considerations."
Ranking................................ The Senior Notes are general unsecured obligations
of the Company, PARI PASSU in right of payment with
all senior indebtedness and senior in right of
payment to all existing and future subordinated
indebtedness of the Company. The Senior Notes will
be effectively subordinated to all indebtedness and
other liabilities of the Company's subsidiaries.
Optional Redemption.................... The Senior Notes are redeemable at any time on or
after , 2001, in whole or in part, at
the option of the Company, at the redemption prices
set forth herein plus accrued and unpaid interest
to the redemption date.
Optional Redemption Upon Common Stock
Offering............................... At any time on or before , 1999, the
Company may, at its option, on one or more
occasions, redeem up to 35% of the aggregate
outstanding principal amount of Senior Notes at a
redemption price equal to % of the Accreted
Value of the Senior Notes plus accrued and unpaid
interest to the redemption date with the proceeds
of a Common Stock Offering; provided that at least
$ million aggregate principal amount at maturity
of Senior Notes remains outstanding immediately
following such redemption.
Change of Control...................... Upon the occurrence of a Change of Control, the
Company will be required to make an offer to
purchase all of the Senior Notes at a price equal
to 101% of the Accreted Value thereof plus accrued
and unpaid interest to the date of repurchase.
Sinking Fund........................... None.
Certain Covenants...................... The indenture with respect to the Senior Notes (the
"Senior Note Indenture") contains certain covenants
that, among other things, limit the ability of the
Company to incur debt, make restricted payments,
enter into certain transactions with affiliates,
acquire and dispose of certain assets and engage in
certain mergers and consolidations.
</TABLE>
USE OF PROCEEDS
The proceeds of this Offering will be used to consummate the Acquisition and
the Refinancing and the balance, if any, will be used for general corporate
purposes. See "Use of Proceeds."
RISK FACTORS
Investors should consider carefully certain risk factors relating to an
investment in the Senior Notes. See "Risk Factors."
------------------------
The Company's Series A Common Stock and Warrants to purchase Series A Common
Stock are traded in the over-the-counter market on the Nasdaq National Market
and SmallCap Market, respectively, under the symbols "TLMD" and "TLMDW." The
Company's executive offices are located at 2290 West 8th Avenue, Hialeah,
Florida 33010. The Company's telephone number is (305) 884-8200.
8
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
The following presents summary historical consolidated financial data of the
Company for the three years ended December 31, 1994, and for the nine months
ended September 30, 1994 and 1995, which have been derived from the Company's
audited consolidated financial statements for the three years ended December 31,
1994 and the unaudited consolidated financial statements for the nine months
ended September 30, 1994 and 1995.
On December 30, 1994, the Company consummated its financial restructuring
pursuant to a plan of reorganization under Chapter 11 of the Bankruptcy Code
(the "Reorganization"). The periods prior to the Reorganization are presented on
a historical cost basis without giving effect to the Reorganization. The term
"Predecessor" refers to the Company prior to emergence from Reorganization.
The unaudited pro forma consolidated statements of operations data have been
presented as if the Transactions had been effected as of the beginning of each
of the periods presented. The unaudited pro forma consolidated financial data
for the year ended December 31, 1994 and the twelve months ended September 30,
1995 give effect to the Reorganization as if it had occurred on the first day of
each of the respective periods. The pro forma consolidated balance sheet data
have been presented as if the Transactions had been effected on September 30,
1995. The Acquisition has been accounted for under the purchase method of
accounting. The pro forma consolidated financial data do not purport to
represent what the Company's results of operations would have been if such
transactions had been effected at the date indicated and do not purport to
project results of operations of the Company in any future period. The pro forma
adjustments are based upon available information and certain assumptions that
the Company believes are reasonable.
The information in this table should be read in conjunction with "Unaudited
Pro Forma Consolidated Financial Data," "Selected Historical Consolidated
Financial Data," "Management's Discussion and Analysis of Results of Operations
and Financial Condition" and the Financial Statements and the notes thereto for
both the Company and Video 44 included elsewhere herein.
9
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL
-----------------------------------------------------
PRO FORMA (1)
PREDECESSOR -------------------------------------
------------------------------------------
NINE MONTHS ENDED NINE MONTHS 12 MONTHS
YEAR ENDED ENDED ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30, DECEMBER SEPTEMBER SEPTEMBER
------------------------------- -------------------- 31, 30, 30,
1992 1993 1994 1994 1995 1994 1995 1995 (2)
--------- --------- --------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue........................ $ 153,572 $ 177,809 $ 183,894 $ 131,807 $ 119,848 $ 200,279 $ 133,105 $ 189,704
--------- --------- --------- --------- --------- ----------- ----------- -----------
Costs and expenses:
Direct operating costs........... 71,211 83,166 90,914 68,734 59,148 93,885 61,857 84,902
Selling, general & administrative
expenses other than network and
corporate....................... 33,225 34,191 35,688 27,107 25,917 40,060 30,028 39,956
Network expenses................. 21,026 26,167 28,501 21,822 20,994 28,501 20,994 27,673
Corporate expenses............... 6,772 6,219 4,811 3,885 3,345 4,931 3,435 4,391
Depreciation and amortization.... 10,515 11,469 10,804 7,899 8,653 15,329 10,069 16,082
--------- --------- --------- --------- --------- ----------- ----------- -----------
Total expenses................. 142,749 161,212 170,718 129,447 118,057 182,706 126,383 173,004
--------- --------- --------- --------- --------- ----------- ----------- -----------
Operating income................... 10,823 16,597 13,176 2,360 1,791 17,573 6,722 16,700
Other income (expense)............. 1,438 (351) (34) (20) (19) (34) (19) (33)
Reorganization items............... 0 (2,543) 76,255 (4,250) 0 76,255 0 80,505
Interest expense -- net of interest
income............................ (35,739) (24,411) (645) (487) (10,756) (21,224) (15,726) (21,024)
Net loss from investment in
TeleNoticias...................... 0 0 (1,314) 0 (4,590) (1,314) (4,590) (5,904)
--------- --------- --------- --------- --------- ----------- ----------- -----------
Income (loss) before income
taxes............................. (23,478) (10,708) 87,438 (2,397) (13,574) 71,256 (13,613) 70,244
Income tax provision............... (3,265) (3,351) (3,389) (2,575) (2,534) (3,389) (2,534) (3,348)
Minority interest.................. 0 0 0 0 0 (2,550) (1,913) (2,550)
--------- --------- --------- --------- --------- ----------- ----------- -----------
Income (loss) before extraordinary
item.............................. (26,743) (14,059) 84,049 (4,972) (16,108) 65,317 (18,060) 64,346
Extraordinary gain (loss) --
extinguishment of debt............ 0 0 130,482 0 0 112,948 (16,419) 112,948
--------- --------- --------- --------- --------- ----------- ----------- -----------
Net income (loss).................. $ (26,743) $ (14,059) $ 214,531 $ (4,972) $ (16,108) $ 178,265 $ (34,479) $ 177,294
--------- --------- --------- --------- --------- ----------- ----------- -----------
--------- --------- --------- --------- --------- ----------- ----------- -----------
Income (loss) before extraordinary
item per Common Share............. $ * $ * $ * $ * $ (1.61) $ * $ (1.81 ) $ *
--------- --------- --------- --------- --------- ----------- ----------- -----------
--------- --------- --------- --------- --------- ----------- ----------- -----------
Number of shares used in per share
calculations...................... * * * * 10,000 * 10,000 *
--------- --------- --------- --------- --------- ----------- ----------- -----------
--------- --------- --------- --------- --------- ----------- ----------- -----------
Ratio of earnings to fixed charges
(3)............................... * * * * -- * -- *
--------- --------- --------- --------- --------- ----------- ----------- -----------
--------- --------- --------- --------- --------- ----------- ----------- -----------
OTHER FINANCIAL DATA:
EBITDA (4)......................... $ 21,338 $ 28,066 $ 23,980 $ 10,259 $ 10,444 $ 30,352 $ 14,878 $ 30,232
EBITDA margin...................... 13.9% 15.8% 13.0% 7.8% 8.7% 15.2% 11.2% 15.9%
Cash interest expense.............. $ 0 $ 405 $ 647 $ 489 $ 6,620 $ 14,982 $ 11,209 $ 14,950
Capital expenditures............... $ 3,992 $ 8,485 $ 12,550 $ 9,688 $ 4,274 $ 12,726 $ 5,150 $ 8,187
Ratio of EBITDA to cash interest
(5)............................... 2.0 2.0
Ratio of EBITDA to interest expense
(5)............................... 1.4 1.4
Ratio of total debt to EBITDA
(5)............................... 6.0
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets....................... $ 232,024 $ 220,599 $ 278,824
Working capital.................... $ 32,325 $ 31,844 $ 32,944
Total debt......................... $ 108,553 $ 113,755 $ 182,416
Stockholders' equity............... $ 70,000 $ 54,231 $ 37,812
</TABLE>
- ----------------------------------
(1) Assumes the consummation of the Transactions.
(2) Pro forma data for the twelve months ended September 30, 1995 is presented
by adding the pro forma data calculated for the three months ended December
31, 1994 to the pro forma data for the nine months ended September 30,
1995.
(3) For purposes of computing the ratio of earnings to fixed charges, "fixed
charges" consists of interest expense - net, which includes interest on
capital leases and amortization of deferred financing fees, and "earnings"
consists of net income (loss), before extraordinary items, income taxes,
net loss from investment in TeleNoticias and fixed charges. Earnings were
insufficient to cover fixed charges by approximately $9.0 million and $10.9
million, respectively, for the nine months ended September 30, 1995 and the
related pro forma period.
(4) EBITDA represents net income (loss), before extraordinary gain (loss) on
extinguishment of debt, income tax provision, net loss from investment in
TeleNoticias, interest expense - net, reorganization items, other income
(expense) and depreciation and amortization. Although EBITDA is not
intended to represent cash flow or any other measure of financial
performance under generally accepted accounting principles ("GAAP"), the
Company believes it is helpful in understanding cash flow generated from
operations that is available for debt service, taxes and capital
expenditures. The use of the term "EBITDA" is materially consistent with
the use of the same term in the Senior Note Indenture. EBITDA has been
reduced by the minority interest which represents the minimum distribution
payable to the 25.5% minority partner of Video 44.
(5) Due to seasonality, EBITDA ratios for periods less than one year are not
applicable. See "Business -- Seasonality of Business."
* As a result of the effects of the Reorganization, net loss per share,
number of shares used in per share calculations and ratio of earnings to
fixed charges are not applicable for 1994 and prior periods.
10
<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SENIOR NOTES SHOULD CAREFULLY CONSIDER THE
FOLLOWING MATTERS IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS.
HISTORY OF LOSSES; BANKRUPTCY
On December 30, 1994, the Company emerged from bankruptcy. Although the
Company has reported operating income for each of the three years ended December
31, 1994 and for the nine months ended September 30, 1995, the Company has a
history of net losses. The net income reported for the year ended December 31,
1994 was as a result of the effect of items related to the Reorganization. Net
losses before reorganization items and income taxes of approximately $23.5
million, $8.2 million and $13.6 million were reported for the years ended
December 31, 1992 and 1993 and for the nine months ended September 30, 1995,
respectively. For a discussion of the results of the Reorganization on the
Company's Statement of Operations, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition." There can be no assurance that
the Company will achieve or sustain profitability in the future. See "Business
- -- Legal Proceedings."
The Company does not, as a matter of policy, publish projections covering
future performance. However, in connection with the consummation of the
Reorganization, the Company was required by law to include certain projections
in its disclosure statement to establish the viability of the Reorganization.
Those projections were filed on April 29, 1994. As a result of a number of
factors, including the overall decline in the Company's share of the
Spanish-language audience, the Company will not meet its projections for the
year ended December 31, 1995 and the projections for future periods should not
be relied upon.
SUBSTANTIAL LEVERAGE; RESTRICTIVE COVENANTS
After giving effect to the Transactions, the Company will remain highly
leveraged. At September 30, 1995, the Company had outstanding total debt in an
aggregate principal amount of approximately $129.0 million ($113.8 million
recorded in the Company's financial statements for book value purposes) and
total stockholders' equity of approximately $54.2 million. After giving pro
forma effect to the Transactions, the Company's aggregate principal amount of
total debt at September 30, 1995 would have been $201.8 million ($182.4 million
recorded in the Company's financial statements for book value purposes) and
total stockholders' equity at September 30, 1995 would have been approximately
$37.8 million.
On a pro forma basis after giving effect to the Transactions, earnings would
be insufficient to cover fixed charges by $10.9 million for the nine months
ended September 30, 1995.
The degree to which the Company is leveraged could have important
consequences to holders of the Senior Notes including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate or other purposes may be limited; (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to the payment of interest
on, and the principal of, its debt; (iii) the agreements governing the Company's
indebtedness will contain certain restrictive financial and operating covenants
which could limit the Company's ability to compete and expand; and (iv) the
Company's substantial leverage may make it more vulnerable to economic
downturns, limit its ability to withstand competitive pressures and reduce its
flexibility in responding to changing business and economic conditions. Certain
of the Company's competitors currently operate on a less leveraged basis and
have significantly greater operating and financial flexibility than the Company.
If the Company is unable to generate sufficient cash flow to meet its debt
obligations, which could be affected by factors beyond the Company's control,
the Company may be required to renegotiate the terms of the instruments relating
to its indebtedness or to refinance all or a portion of its indebtedness.
However, there can be no assurance that the Company will be able to successfully
renegotiate such terms or refinance its indebtedness, or, if the Company were
able to do so, that the terms available would
11
<PAGE>
be favorable to it. In the event that the Company were unable to refinance its
indebtedness or obtain new financing under these circumstances, the Company
likely would have to consider various other options such as the sale of certain
assets to meet its required debt service. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition -- Liquidity and
Capital Resources."
In the event of a default under the Credit Facility, the indebtedness
outstanding at such time may become immediately due and payable which could
result in a default under all of the Company's indebtedness, including the
Senior Notes. The Credit Facility and Old Note Indenture contain, and the Senior
Note Indenture, will contain certain restrictive covenants that, among other
things limit the Company's ability to incur additional indebtedness, create
liens, and make investments and capital expenditures. The Credit Facility
requires the Company to comply with certain financial ratios and tests, under
which the Company will be required to achieve certain financial and operating
results. In the absence of the adoption of the Proposed Amendments, the Company
will continue to be bound by the more restrictive covenants of the Old Note
Indenture. See "Description of Certain Indebtedness" and "Description of the
Senior Notes."
HOLDING COMPANY STRUCTURE
The Company is a holding company which derives substantially all of its
operating income from its subsidiaries. The Company's subsidiaries will have no
obligation, contingent or otherwise, to pay interest or principal on the
Company's indebtedness or make any funds available to the Company. The Company
must rely upon cash flow from its subsidiaries to generate the funds necessary
to meet its obligations, including the payment of principal of and interest on
the Senior Notes and other indebtedness. The ability of the Company's
subsidiaries to make such payments will be subject to, among other things,
applicable state laws, claims of creditors of the Company's subsidiaries,
including trade creditors, and will generally have priority as to the assets of
such subsidiaries over the claims of the Company and the holders of the
Company's indebtedness, including the Senior Notes. The holders of any
indebtedness of the Company's subsidiaries will be entitled to payment of their
indebtedness prior to the holders of any general unsecured obligations of the
Company, including the Senior Notes and other indebtedness. The Senior Notes are
not secured by any of the assets of the Company or its subsidiaries. Certain
subsidiaries of the Company are, however, jointly and severally obligated under
the Credit Facility. There can be no assurance that the Company will obtain
sufficient funds from its subsidiaries in order to make payments on its
indebtedness, including the Senior Notes. See "Description of the Senior Notes."
COMPETITION
The broadcasting industry has become increasingly competitive in recent
years. The Company's owned and operated television stations and affiliates face
competition for advertising revenue from other Spanish-language and
English-language television broadcasters. The Company's competitors also include
cable television operators, Spanish-language and English-language radio
broadcasters, and other media including newspapers, magazines, movies and other
forms of entertainment. Many of the Company's competitors are better capitalized
and have greater financial resources and flexibility than the Company.
In each of the markets in which the Company owns and operates full-power
stations, except Puerto Rico, the Company's station competes directly with a
full-power Univision station. The Univision stations and the Univision network
affiliates together reach a larger percentage of Hispanic viewers in the U.S.
than the Company's stations and affiliates and have attracted as much as 80% of
the Spanish-language network television viewing audience. Generally, the
competing Univision stations have been operating in their markets longer than
have the Company's stations. In addition, Univision entered into an agreement
with one of its owners, Televisa, to manage the Galavision cable network
("Galavision") and has also obtained an option to acquire Galavision in 1996.
Galavision, which has operated primarily as a Spanish-language cable television
network since 1980 and serves approximately 1.6 million subscribers, also
12
<PAGE>
competes with the Company. Both Televisa and Corporacion Venezolana de
Television, C.A. ("Venevision"), which is also one of Univision's owners, have
entered into long-term contracts to supply Spanish-language programming to the
Univision and Galavision networks. Televisa is the largest supplier of
Spanish-language programs in the world. Through these program license
agreements, Univision has the right of first refusal for 25 years to air in the
U.S. all Spanish-language programming produced by Televisa and Venevision. These
supply contracts currently provide Univision with a competitive advantage in
obtaining programming originating from Mexico and in targeting Hispanics of
Mexican origin, who account for approximately 64% of the U.S. Hispanic market.
The Company's stations, especially in Puerto Rico and Los Angeles, also face
competition from various independent Spanish-language television stations. See
"Business -- Competition."
The Company also competes with English-language broadcasters for Hispanic
viewers. There can be no assurance that current Spanish-language television
viewers will continue to watch the Company's or any other Spanish-language
broadcasters' programming rather than English-language programming.
THE ACQUISITION
If the Acquisition is consummated, management will be required to devote
significant time to the integration of WSNS into the Company. Upon consummation
of the Acquisition, overall management and control of the business and affairs
of Video 44 shall be vested exclusively in a wholly-owned subsidiary of the
Company, subject to certain approval rights of the minority partner with respect
to certain specified major decisions. In addition, the minority partner will be
entitled to a minimum annual preferred distribution from Video 44 and, to the
extent Video 44 is unable to make such distributions, the Company's subsidiaries
that are partners in Video 44 shall contribute additional capital to permit such
payments to be made. See "The Acquisition -- The Purchase Agreement."
In January 1995, Univision acquired an owned and operated station in
Chicago. Since then, Univision's shares of the Chicago Hispanic audience and
advertising revenue have increased, while WSNS's respective shares have
significantly decreased. Although the Company believes that part of WSNS's
market share decrease is attributable to a new audience measurement system in
Chicago, there can be no assurance that the Company's share of the Hispanic
audience in Chicago will not continue to decline. In addition, there can be no
assurance that the Company will successfully integrate WSNS or that the Company
will be able to achieve its anticipated cost savings.
IMPACT OF NEW TECHNOLOGIES
In recent years, the Federal Communications Commission (the "FCC") has
adopted policies providing for authorization of new technologies and a more
favorable operating environment for certain existing technologies that have the
potential to provide additional competition for television stations. Further
advances in technology such as video compression, direct broadcast satellites
and programming delivered through fiber optic telephone lines could lower entry
barriers for new channels and encourage the development of increasingly
specialized "niche" programming. Each of these factors could adversely affect
the Company's operations. The Company is unable to predict the effect that
technological changes will have on the broadcast television industry or on the
future results of the Company's operations. See "Business -- Competition" and
"-- FCC Regulation."
NETWORK DEPENDENCE ON PROGRAMMING AND DISTRIBUTION SYSTEM
The Spanish-language television market shares for the network and its
stations are dependent upon the Company's ability to produce, acquire and
distribute programming which attracts a significant national audience. If the
Company's programming fails to attract viewers, the Company's ability to attract
advertisers and generate revenues and profits would be impaired. Although the
Company makes significant investments in programming, there can be no assurance
that the Company's programming will achieve or maintain satisfactory viewership
levels in the future.
13
<PAGE>
The Company currently provides programming to 119 broadcast stations and
satellite direct cable affiliates which, including the Chicago Market Area,
represent approximately 38% of the Company's coverage of the U.S. Hispanic
market. The Company provides its affiliates with programming transmitted by the
Telemundo network and in exchange receives the right to sell generally between
50% and 60% of the commercial advertising time available during such
programming. The ability of the Company to cost-effectively renew its
affiliations or attract new affiliates depends in part on the ability of the
Company to provide programming that will attract a satisfactory viewing
audience. The Company also competes with other broadcasters for relationships
with affiliates. Although the Company expects to continue to be able to renew
its affiliation agreements, no assurance can be given that such renewals will be
obtained on a cost-effective basis. No affiliate accounts for more than 3.1% of
the Company's coverage of the U.S. Hispanic market, other than the Company's
Chicago affiliate, in which the Company has agreed to acquire a majority
interest.
The Company broadcasts its programs to its owned and operated stations and
affiliates by means of satellite. Although the Company's satellite lease
agreement provides for the use, subject to availability, of other satellites in
the event of a failure, there can be no assurance that such other satellites
would be available to the Company, or if available, whether the use of such
other satellites could be obtained on favorable terms. The operation of the
satellite is outside the control of the Company and a disruption of the
transmissions could have a material adverse effect on the Company. See "Business
- -- The Telemundo Network and Broadcast Operations" and "The Acquisition."
INDUSTRY AND ECONOMIC CONDITIONS; SEASONALITY
The Company's profitability may be affected by numerous factors, including
changes in audience tastes, priorities of advertisers, new laws and governmental
regulations and policies, changes in broadcast technical requirements,
technological advances, proposals to eliminate the tax deductibility of certain
advertising expenses incurred by advertisers and changes in the willingness of
financial institutions and other lenders to finance television station
acquisitions and operations. The Company cannot predict which, if any, of these
or other factors might have a significant impact on the television broadcasting
industry in the future, nor can it predict what impact, if any, the occurrence
of these or other events might have on the Company's operations.
Historically, advertising in most forms of media has correlated with the
general condition of the economy. Television broadcasters are also exposed to
the general economic conditions of the local regions in which they operate. Due
to the concentration of revenues from WKAQ in Puerto Rico, the Company may be
adversely affected more than other broadcasters by an economic downturn in
Puerto Rico.
Seasonal revenue fluctuations are common in the television broadcasting
industry and the Company's revenue reflects seasonal patterns with respect to
advertiser expenditures. Increased advertising during the holiday season results
in increases in advertising revenue for the fourth quarter, particularly in
Puerto Rico. As a result, the Company experiences seasonal fluctuations in its
revenue to a greater degree than its direct competitors and the broadcasting
industry in general. Because costs are more ratably spread throughout the year,
the impact of this seasonality on operating income may be pronounced. See "--
Concentration of Revenue from WKAQ in Puerto Rico."
CONCENTRATION OF REVENUE FROM WKAQ IN PUERTO RICO
The Company's owned and operated station in Puerto Rico, WKAQ, accounted for
approximately 22.6% of the Company's net commercial air time sales for the year
ended December 31, 1994. A significant decline in the revenue of WKAQ could have
a material adverse effect on the Company's results of operations and cash flow.
See "Management's Discussion and Analysis of Results of Operations and Financial
Condition."
14
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GOVERNMENT REGULATION
The television broadcasting industry is subject to extensive and changing
regulation. Among other things, the Communications Act of 1934, as amended (the
"Communications Act") and FCC rules and policies require that each television
broadcaster must operate in compliance with a license issued by the FCC. Each of
the Company's television stations operates pursuant to one or more licenses
issued by the FCC that expire at different times. The Company must apply to
renew these licenses, and third parties may challenge those applications or file
competing applications. Although the Company has no reason to believe that its
licenses will not be renewed in the ordinary course, there can be no assurance
that its licenses will be renewed.
Congress and the FCC currently have under consideration and may in the
future adopt new laws or modify existing laws and regulations and policies
regarding a wide variety of matters, including the adoption of attribution rules
which would further restrict broadcast station ownership, that could directly or
indirectly adversely affect the ownership and operation of the Company's
broadcast properties, as well as the Company's business strategies. For example,
the repeal of the "must-carry" provisions under the 1992 Cable Act (as defined
below) could have a material adverse effect on the Company.
The adoption of various measures could accelerate the existing trend toward
vertical integration in the media and home entertainment industries and cause
the Company to face more formidable competition in the future. For example, such
measures could include the elimination of restrictions on the offering of
multiple network services by the existing major television networks, the removal
of restrictions on the participation by the regional telephone operating
companies in cable television and other direct-to-home video technologies, and
the removal of certain restrictions on broadcast station ownership. There can be
no assurance that there will not be changes in the current regulatory
environment which could restrict or curtail the ability of the Company to
acquire, operate and dispose of stations or, in general, to compete profitably
with other operators of television stations and other media properties.
Low-power television stations ("LPTVs") and "translator" stations that
rebroadcast a station's signal operate on a secondary basis and are subject to
displacement by a licensed full-power station and have limited cable carriage
rights under FCC rules. The network's largest LPTV, which is an affiliated
station, represents approximately 2.4% of the Company's coverage of the U.S.
Hispanic market. See "Business -- FCC Regulation."
CHANGE OF CONTROL
In the event of a change of control (as defined in each of the Old Note
Indenture and the Senior Note Indenture), the Company will be required to offer
to purchase all of the outstanding Old Notes and Senior Notes at 101% of the
principal amount of the Old Notes or 101% of the Accreted Value of the Senior
Notes plus any accrued and unpaid interest thereon to the date of purchase.
Events triggering a change of control under the Senior Notes may be different
than events triggering a change of control under the Old Notes. A change of
control under either indenture results in a default under the Credit Facility.
The exercise by the holders of Old Notes or Senior Notes of their respective
rights to require the Company to offer to purchase Old Notes or Senior Notes
upon a change of control could also cause a default under other indebtedness of
the Company, even if the change of control itself does not, because of the
financial effect of such repurchase on the Company. To the extent that change of
control provisions have not been triggered with respect to one, but not both, of
the Old Notes and the Senior Notes, the ability of the Company to make scheduled
payments under notes which are not repurchased because the change of control
provision is not triggered may be affected by the payment of amounts pursuant to
any change of control provision which has been triggered. The Company's ability
to pay cash to any of the holders of Old Notes or Senior Notes upon a repurchase
may be limited by the Company's then existing capital resources. There can be no
assurance that in the event of a change of control, the Company will have, or
will have access to, sufficient funds or will be contractually permitted under
the terms of outstanding indebtedness to pay the required purchase price for any
Old Notes or Senior Notes. See "Description of the Senior Notes."
15
<PAGE>
OWNERSHIP BY MAJOR STOCKHOLDERS
The Major Stockholders (as defined below) beneficially own an aggregate of
427,930 shares of Series A Common Stock constituting approximately 7.3% of the
Series A Common Stock outstanding and 3,083,154 shares of Series B Common Stock
constituting approximately 74.9% of the Series B Common Stock outstanding and
approximately 35.1% of the total Common Stock outstanding. The Series B Common
Stock is entitled to elect a majority of the Board of Directors of the Company.
The Major Stockholders have entered into a Shareholders Agreement dated as of
December 20, 1994, as amended as of July 20, 1995 (the "Shareholders
Agreement"), pursuant to which each of them has agreed, subject to the
provisions of the Shareholders Agreement, among other things, that all of the
shares of Common Stock owned by each of them will be voted by a voting
committee. As a result, the voting committee is entitled to elect a majority of
the Company's directors (and to vote all shares of Common Stock subject to the
Shareholders Agreement for certain nominees specified by the Major Stockholders)
and this may have the effect of facilitating or making more difficult certain
types of material transactions, including a change of control of the Company.
The Shareholders Agreement (other than provisions relating to certain
shareholder's rights to participate in certain sales of Common Stock by TLMD
Partners II, L.L.C. ("TLMD Partners")) will terminate on the earlier of the date
when no shares of Series B Common Stock are outstanding (which will occur no
later than December 30, 1999) or the date when TLMD Partners ceases to own at
least 245,003 shares of Series B Common Stock. The Shareholders Agreement (other
than such sale participation rights) may also be terminated as of the date
specified by TLMD Partners subject to the receipt of any requisite regulatory
approvals. See "Principal Stockholders."
TELENOTICIAS
On October 16, 1995, Telemundo News Network, Inc. ("TNNI"), a wholly-owned
subsidiary of the Company which holds partnership interests in TeleNoticias,
filed an action in New York Supreme Court, New York County against its partners
to address certain corporate governance issues affecting TeleNoticias. In its
complaint, TNNI asserts a cause of action for breach of a stockholders
agreement, a cause of action for a declaration that TNNI has the right to
nominate the President of TeleNoticias, a cause of action for a declaration that
certain "board" resolutions are invalid, and a cause of action for breach of
fiduciary duty. Certain of the defendants have asserted counterclaims against
TNNI for injunctive and declaratory relief as well as for damages in an
unliquidated amount. The Company believes that the outcome of this litigation
will not result in a material adverse effect on the Company.
In December, 1994, TeleNoticias assumed production of the Company's network
news programs for a six year period at an initial cost of $5 million per year,
increasing by $500,000 each year. If news programming is unavailable from
TeleNoticias, the Company believes that alternative sources of news programming
will be available, although there can be no assurance as to the cost of such
programming.
The Company is required to make cash contributions of up to $10 million
through TeleNoticias' sixth year of operations, which ends on September 16,
2000. The Company has made cash contributions totalling $6.3 million through
September 1995 and anticipates making additional cash contributions of
approximately $1.7 million during the fourth quarter of 1995, and the remaining
$2.0 million during 1996. Losses of $1.3 million in 1994 and $4.6 million for
the first nine months of 1995 were realized on the Company's investment in
TeleNoticias and it is expected that losses will continue. There can be no
assurance that once the Company and its partners have made all required capital
contributions to TeleNoticias, that TeleNoticias will have sufficient capital or
operating income to continue its business in its present form.
RELIANCE ON KEY PERSONNEL
The Company believes that its success will continue to be dependent upon its
ability to attract and retain skilled managers and other personnel, including
its present officers and network talent. The loss of the services of any of its
key personnel may have a material adverse effect on the operations of the
16
<PAGE>
Company. The Company presently does not maintain any key man life insurance
policies on any of its personnel. The Company generally has employment
agreements with its key personnel which contain non-competition covenants. See
"Management."
NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF SENIOR NOTE PRICE
There will be no public market for the Senior Notes, and there can be no
assurance that an active trading market for the Senior Notes will develop or be
sustained. If such a market were to develop, the Senior Notes could trade at
prices that may be higher or lower than their initial offering price depending
upon many factors, including prevailing interest rates, the Company's operating
results and the markets for similar securities. Although the Underwriters have
advised the Company that they currently intend to make a market in the Senior
Notes, they are not obligated to do so and any market making may be discontinued
at any time. Historically, the market for non-investment grade debt has been
subject to disruptions that have caused substantial volatility in the prices of
securities similar to the Senior Notes. There can be no assurance that the
market for the Senior Notes will not be subject to similar disruptions. The
Company does not intend to list the Senior Notes on any national securities
exchange or to arrange for their quotation on Nasdaq.
17
<PAGE>
USE OF PROCEEDS
The gross proceeds of the Offering will be used (i) to consummate the
Acquisition, (ii) to repurchase up to $116.9 million aggregate principal amount
of Old Notes pursuant to the Repurchase Offer commenced on November 27, 1995,
(iii) to pay Consent Fees in connection with the Consent Solicitation (iv) to
pay fees and expenses related to the Transactions and (v) for general corporate
purposes, which may include the repayment of amounts outstanding and related
fees under the Credit Facility, but without any permanent reduction. To the
extent that less than all of the Old Notes are purchased in the Repurchase
Offer, the amount of funds required for such purposes will be less and the
Company will reduce the size of the Offering to reflect the amount of Old Notes
not purchased. Assuming that all of the Old Notes are purchased in the
Repurchase Offer and that all holders of Old Notes submit Consents, the uses of
gross proceeds of the Offering are expected to be as follows (dollars in
thousands):
<TABLE>
<S> <C>
The Acquisition (1)...................................... $ 44,700
Repurchase of the Old Notes (2).......................... 116,889
Consent Fees (3)......................................... 1,169
Transaction fees and expenses (4)........................ 7,000
Credit Facility and general corporate purposes (5)....... 5,242
---------
Total................................................ $ 175,000
---------
---------
</TABLE>
- ------------------------
(1) For a detailed description of the Acquisition, see "The Acquisition."
(2) Represents a payment in connection with the repurchase of all of the
aggregate principal amount of the Old Notes, at 100% of face value,
outstanding prior to the Repurchase Offer. The Old Notes were issued in
connection with the Reorganization. Accrued interest on the Old Notes to the
date of retirement will be paid from the Company's available cash. The Old
Notes bear an interest rate of 10.25% per annum on the aggregate principal
amount outstanding.
(3) Represents a payment equal to 1.0% of the aggregate principal amount of Old
Notes outstanding assuming Consents from all holders of Old Notes in
connection with the Proposed Amendments.
(4) Includes underwriting discount and other fees and expenses in connection
with the Transactions, including costs associated with the Acquisition.
(5) Represents repayment of amounts outstanding under the Credit Facility as of
November 27, 1995 of $4.8 million and the use of the balance of the proceeds
for general corporate purposes. The Credit Facility bears interest at the
rate of prime plus 1.75%, which was 10.50% per annum as of September 30,
1995.
18
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
as of September 30, 1995, on an actual basis and on a pro forma basis as
adjusted to give effect to the Transactions. See "Use of Proceeds." This table
should be read in conjunction with the detailed information and financial
statements and related notes appearing elsewhere in this Prospectus (dollars in
thousands).
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
------------------------
ACTUAL PRO FORMA
----------- -----------
<S> <C> <C>
Total debt:
Credit Facility................................................... $ 4,700 $ 0
Capital lease obligations (including current portion)............. 7,416 7,416
Old Notes (1)..................................................... 101,639 0
Senior Notes (2).................................................. 0 175,000
----------- -----------
Total debt...................................................... 113,755 182,416
Minority interest (3)............................................... 0 5,340
Stockholders' equity (4)............................................ 54,231 37,812
----------- -----------
Total capitalization............................................ $ 167,986 $ 225,568
----------- -----------
----------- -----------
</TABLE>
- ------------------------
(1) The Old Notes were issued for an aggregate principal amount of $116.9
million. The Old Notes were recorded at their fair value on December 31,
1994 of $100.5 million, in conformity with SOP 90-7 (as defined below) based
upon market trading activity at the time of consummation of the
Reorganization.
(2) Net of approximately $19.4 million of original issuance discount.
(3) Represents the 25.5% minority interest that will be outstanding in Video 44.
(4) Reflects an extraordinary loss of approximately $16.4 million as a result of
the early extinguishment of debt relating to the Old Notes.
19
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following presents unaudited pro forma consolidated financial data of
the Company and Video 44 as of and for the nine months ended September 30, 1995
and for the year ended December 31, 1994 which have been derived from the
Company's and Video 44's unaudited financial statements as of and for the nine
months ended September 30, 1995 and from the audited financial statements for
the year ended December 31, 1994 included elsewhere herein. In the opinion of
management, the unaudited financial statements of the Company and of Video 44
have been prepared on the same basis as the audited financial statements and
include all adjustments (consisting of normal recurring accruals only) necessary
to present fairly such information.
The unaudited pro forma consolidated statements of operations data have been
presented as if the Transactions had been effected as of the beginning of each
of the periods presented. The pro forma consolidated balance sheet data have
been presented as if the Transactions had been effected on September 30, 1995.
The Acquisition has been accounted for under the purchase method of accounting.
The pro forma consolidated financial data do not purport to represent what the
Company's results of operations would have been if such transactions had been
effected at the date indicated and do not purport to project results of
operations of the Company in any future period. The pro forma adjustments are
based upon available information and certain assumptions that the Company
believes are reasonable.
On December 30, 1994, the Company consummated the Reorganization. The
unaudited pro forma consolidated financial data for the year ended December 31,
1994 give effect to the Reorganization as if it had occurred as of January 1,
1994.
The information in these tables should be read in conjunction with "Summary
Historical and Pro Forma Consolidated Financial Data," "Selected Historical
Consolidated Financial Data," "Management's Discussion and Analysis of Results
of Operations and Financial Condition" and the Financial Statements and the
notes thereto for both the Company and Video 44 included elsewhere herein.
20
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL PRO FORMA ADJUSTMENTS COMPANY AT PRO FORMA
------------------------ ---------------------------------- 100% COMPANY AT 50%
COMPANY VIDEO 44 ACQUISITION (A) REFINANCING (C) REPURCHASE REPURCHASE (E)
----------- ----------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets, other than
accounts receivable......... $ 28,335 $ 1,298 $ (967)(b) $ 542(c) $ 29,208 $ 30,821
Accounts receivable, net..... 37,938 3,376 (2,515)(b) -- 38,799 38,799
Property & equipment, net.... 60,086 4,075 689(a) -- 64,850 64,850
Other assets................. 3,392 -- -- 6,000(c) 9,392 7,392
Broadcast licenses and other
intangible assets........... 90,848 14,707 31,020(a) -- 136,575 136,575
----------- ----------- ---------------- ---------------- ------------ ---------------
Total assets............. $ 220,599 $ 23,456 $ 28,227 $ 6,542 $ 278,824 $ 278,437
----------- ----------- ---------------- ---------------- ------------ ---------------
----------- ----------- ---------------- ---------------- ------------ ---------------
<CAPTION>
LIABILITIES AND EQUITY
<S> <C> <C> <C> <C> <C> <C>
Current liabilities
(excluding current portion
of Capital Lease
Obligations)................ $ 33,820 $ 3,422 $ (2,779)(b) $ 0 $ 34,463 $ 34,463
1,000(a) (1,000)(c) -- --
Credit Facility.............. 4,700 -- -- (4,700)(c) -- --
Capital Lease Obligations.... 7,416 -- -- -- 7,416 7,416
Old Notes.................... 101,639 -- -- (101,639)(c) -- 50,819
Senior Notes................. -- -- 44,700(c) 130,300(c) 175,000 115,000
Other long-term
liabilities................. 18,793 -- -- -- 18,793 18,793
----------- ----------- ---------------- ---------------- ------------ ---------------
Total liabilities........ 166,368 3,422 42,921 22,961 235,672 226,491
----------- ----------- ---------------- ---------------- ------------ ---------------
Minority interest............ -- -- 5,340 -- 5,340 5,340
----------- ----------- ---------------- ---------------- ------------ ---------------
STOCKHOLDERS' EQUITY......... 54,231 -- -- (16,419)(d) 37,812 46,606
PARTNERS' EQUITY............. -- 20,034 (20,034)(a) -- -- --
----------- ----------- ---------------- ---------------- ------------ ---------------
Total equity............. 54,231 20,034 (20,034) (16,419) 37,812 46,606
----------- ----------- ---------------- ---------------- ------------ ---------------
Total liabilities &
equity.................. $ 220,599 $ 23,456 $ 28,227 $ 6,542 $ 278,824 $ 278,437
----------- ----------- ---------------- ---------------- ------------ ---------------
----------- ----------- ---------------- ---------------- ------------ ---------------
</TABLE>
See notes to Unaudited Pro Forma Consolidated Financial Statements.
21
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS PRO FORMA
HISTORICAL ------------------------------- COMPANY AT PRO FORMA
--------------------- ACQUISITION 100% COMPANY AT 50%
COMPANY VIDEO 44 (A) REFINANCING (C) REPURCHASE REPURCHASE (E)
---------- --------- -------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue............. $ 119,848 $ 13,257 $ 133,105 $ 133,105
---------- --------- ------------ ---------------
Direct operating
costs.................. 59,148 2,934 $ (225)(h) -- 61,857 61,857
Selling, general &
administrative expenses
other than network and
corporate.............. 25,917 4,241 (130)(h) -- 30,028 30,028
Network expenses........ 20,994 -- 20,994 20,994
Corporate expenses...... 3,345 300 (210)(h) -- 3,435 3,435
Depreciation and
amortization........... 8,653 1,414 2(i) -- 10,069 10,069
---------- --------- -------------- ------------ ---------------
Total expenses...... 118,057 8,889 (563) 126,383 126,383
---------- --------- -------------- ------------ ---------------
Operating income........ 1,791 4,368 563 -- 6,722 6,722
Other expense........... (19) -- -- -- (19) (19)
Interest expense -- net
of interest income..... (10,756) (117) -- $ (4,853)(g) (15,726) (15,710)
Net loss from investment
in TeleNoticias........ (4,590) -- -- -- (4,590) (4,590)
---------- --------- -------------- --------------- ------------ ---------------
Income (loss) before
income taxes........... (13,574) 4,251 563 (4,853) (13,613) (13,597)
Income tax provision
(f).................... (2,534) -- (2,534) (2,534)
Minority interest....... -- -- (1,913)(j) -- (1,913) (1,913)
---------- --------- -------------- --------------- ------------ ---------------
Income (loss) before
extraordinary item..... (16,108) 4,251 (1,350) (4,853) (18,060) (18,044)
Extraordinary gain
(loss) --
extinguishment of
debt................... -- -- -- (16,419)(d) (16,419) (7,625)
---------- --------- -------------- --------------- ------------ ---------------
Net income (loss)....... $ (16,108) $ 4,251 $ (1,350) $ (21,272) $ (34,479) $ (25,669)
---------- --------- -------------- --------------- ------------ ---------------
---------- --------- -------------- --------------- ------------ ---------------
Income (loss) before
extraordinary item per
Common Share........... $ (1.81) $ (1.80)
------------ ---------------
------------ ---------------
Number of shares used in
per share
calculations........... 10,000 10,000
------------ ---------------
------------ ---------------
Other Financial Data:
EBITDA (k)............ $ 10,444 $ 5,782 $ 14,878 $ 14,878
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
EBITDA margin......... 8.7% 43.6% 11.2% 11.2%
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
Capital
expenditures......... $ 4,274 $ 876 $ 5,150 $ 5,150
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
</TABLE>
See notes to Unaudited Pro Forma Consolidated Financial Statements.
22
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS PRO FORMA
HISTORICAL ------------------------------- COMPANY PRO FORMA
--------------------- ACQUISITION AT 100% COMPANY AT 50%
COMPANY VIDEO 44 (A) REFINANCING(C) REPURCHASE REPURCHASE (E)
---------- --------- -------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue............. $ 183,894 $ 16,385 $ 200,279 $ 200,279
---------- --------- ------------ ---------------
Direct operating
costs.................. 90,914 3,271 $ (300)(h) 93,885 93,885
Selling, general &
administrative expenses
other than network and
corporate.............. 35,688 4,596 (224)(h) 40,060 40,060
Network expenses........ 28,501 -- 28,501 28,501
Corporate expenses...... 4,811 400 (280)(h) 4,931 4,931
Depreciation and
amortization........... 10,804 1,852 2,673(i) 15,329 15,329
---------- --------- -------------- ------------ ---------------
Total expenses...... 170,718 10,119 1,869 182,706 182,706
---------- --------- -------------- ------------ ---------------
Operating income........ 13,176 6,266 (1,869) 17,573 17,573
Other expense........... (34) -- (34) (34)
Reorganization items.... 76,255 -- 76,255 76,255
Interest expense -- net
of interest income..... (645) (415) $ (20,164)(g) (21,224) (21,120)
Net loss from investment
in TeleNoticias........ (1,314) -- (1,314) (1,314)
---------- --------- -------------- --------------- ------------ ---------------
Income (loss) before
income taxes........... 87,438 5,851 (1,869) (20,164) 71,256 71,360
Income tax provision
(f).................... (3,389) -- (3,389) (3,389)
Minority interest....... -- -- (2,550)(j) (2,550) (2,550)
---------- --------- -------------- --------------- ------------ ---------------
Income (loss) before
extraordinary item..... 84,049 5,851 (4,419) (20,164) 65,317 65,421
Extraordinary gain
(loss) --
extinguishment of
debt................... 130,482 -- (17,534)(d) 112,948 122,299
---------- --------- -------------- --------------- ------------ ---------------
Net income (loss)....... $ 214,531 $ 5,851 $ (4,419) $ (37,698) $ 178,265 $ 187,720
---------- --------- -------------- --------------- ------------ ---------------
---------- --------- -------------- --------------- ------------ ---------------
Other Financial Data:
EBITDA (k)............ $ 23,980 $ 8,118 $ 30,352 $ 30,352
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
EBITDA margin......... 13.0% 49.5% 15.2% 15.2%
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
Capital
expenditures......... $ 12,550 $ 176 $ 12,726 $ 12,726
---------- --------- ------------ ---------------
---------- --------- ------------ ---------------
</TABLE>
See notes to Unaudited Pro Forma Consolidated Financial Statements.
23
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
a) Reflects the acquisition of a 74.5% interest in Video 44 for cash of $44.7
million and $1.0 million of costs and other liabilities associated with the
Acquisition. The allocation of the $45.7 million between property and
equipment and broadcast licenses and other intangible assets is an estimate.
Appraisals will be performed to establish the allocation to be used under
the purchase method of accounting for the 74.5% interest being acquired. The
remaining minority interest will be carried at the proportionate historical
book value after adjusting for certain debt not assumed as part of the
Acquisition. The purchase price has been allocated as follows (dollars in
thousands):
<TABLE>
<CAPTION>
74.5%
HISTORICAL
BOOK VALUE OF
PURCHASE PRICE VIDEO 44'S PRO FORMA
ALLOCATION ASSETS ADJUSTMENT
--------------- -------------- -----------
<S> <C> <C> <C>
Property and equipment......................... $ 3,725 ($ 3,036) $ 689
Broadcast licenses and other intangible
assets........................................ 41,975 (10,955) 31,020
--------------- -------------- -----------
Total.................................... $ 45,700 ($ 13,991) $ 31,709
--------------- -------------- -----------
--------------- -------------- -----------
</TABLE>
b) Eliminates the 74.5% of Video 44's working capital accounts which the
sellers are retaining and $900,000 in debt not assumed by the Company.
c) Reflects the Transactions. Assumes that all Old Notes are repurchased at
100% of their aggregate principal amount (dollars in thousands):
<TABLE>
<S> <C>
Source:
Gross Proceeds from the Senior Notes.................... $ 175,000
---------
---------
Uses:
The Acquisition......................................... $ 44,700
Costs associated with the Acquisition................... 1,000
---------
Total purchase price.................................. 45,700
Repurchase of Old Notes at 100%......................... 116,889
Consent Fee at 1% of Old Notes.......................... 1,169
Repay Credit Facility................................... 4,700
Underwriting fees and other debt issuance costs......... 6,000
General corporate purposes.............................. 542
---------
$ 175,000
---------
---------
</TABLE>
d) Reflects extraordinary loss on extinguishment of debt (dollars in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
---------------- ----------------
<S> <C> <C>
Repurchase of Old Notes at 100%.................. $ 116,889 $ 116,889
Consent Fee...................................... 1,169 1,169
---------------- ----------------
118,058 118,058
Net book value of the Old Notes.................. (100,524) (101,639)
---------------- ----------------
$ 17,534 $ 16,419
---------------- ----------------
---------------- ----------------
</TABLE>
24
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
e) A holder of approximately 42% of the Old Notes has notified the Company of
its intention to tender its Old Notes in the Repurchase Offer. See
"Principal Stockholders -- Related Party Transactions." This pro forma
information assumes that 50% of the Old Notes are repurchased at 100% of
their principal amount in the Repurchase Offer and that no Consent Fees are
paid. This is presented for informational purposes only (dollars in
thousands):
<TABLE>
<S> <C>
Source:
Gross proceeds from the Senior Notes.................... $ 115,000
---------
---------
Uses:
The Acquisition......................................... $ 44,700
Costs associated with the Acquisition................... 1,000
---------
Total purchase price................................ 45,700
Repurchase of 50% of Old Notes at 100%.................. 58,445
Repay Credit Facility................................... 4,700
Underwriting fees and other debt issuance costs......... 4,200
General corporate purposes.............................. 1,955
---------
$ 115,000
---------
---------
</TABLE>
<TABLE>
<CAPTION>
The extraordinary loss on extinguishment of debt is computed as follows:
DECEMBER SEPTEMBER
31, 30,
1994 1995
----------- ------------
Repurchase of 50% of Old Notes at 100%.... $ 58,445 $ 58,445
<S> <C> <C>
50% of net book value of Old Notes........ (50,262) (50,820)
----------- ------------
$ 8,183 $ 7,625
----------- ------------
----------- ------------
</TABLE>
f) No income tax benefits have been included in the pro forma adjustments
pursuant to FASB Statement #109 "Accounting for Income Taxes" as their
realization cannot be assured.
g) The components of the pro forma interest adjustment are computed as follows
(dollars in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1994 1995
-------------- --------------
<S> <C> <C>
Senior Notes................................................. $ 19,250 $ 14,438
Amortization of debt issue costs............................. 600 450
Credit Facility.............................................. 727 545
Capital lease obligations.................................... 647 457
-------------- --------------
Pro forma interest expense............................. 21,224 15,890
Less: Interest Income.................................. 0 (164)
-------------- --------------
Pro forma interest expense, net........................ 21,224 15,726
Company historical interest expense.......................... (645) (10,756)
Video 44 historical interest expense......................... (415) (117)
-------------- --------------
Pro forma adjustment................................... $ 20,164 $ 4,853
-------------- --------------
-------------- --------------
</TABLE>
25
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
h) Adjustment to reflect the reduction of management fees and the efficiencies
to be realized by operating WSNS as part of the Company's station group, as
follows (dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
--------------- -----------------
<S> <C> <C>
Management fees.............................................. $ 280 $ 210
Integration efficiencies..................................... 524 355
----- -----
$ 804 $ 565
----- -----
----- -----
Allocated as follows:
Direct operating costs..................................... 300 225
Selling, general and administrative expenses............... 224 130
Corporate expenses......................................... 280 210
----- -----
$ 804 $ 565
----- -----
----- -----
</TABLE>
i) Reflects the impact on depreciation and amortization (i) from the
application of the purchase method of accounting for the Acquisition and
(ii) in the case of 1994 the assumption that the Reorganization had been
consummated and "fresh-start" reporting had been implemented at January 1,
1994. The impact of depreciation and amortization is summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
CLASSIFICATION 1994 1995
- ------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
Property and equipment....................................... $ 670 $ 464
Intangible assets -- Reorganization.......................... 2,578 0
Intangible assets -- Video 44................................ 1,277 952
------- -------
4,525 1,416
Historical Depreciation of Video 44.......................... (1,852) (1,414)
------- -------
$ 2,673 $ 2
------- -------
------- -------
</TABLE>
j) Reflects minority partner interest which is the "minimum annual preferred
distribution" (see "The Acquisition").
k) See footnote (4) in "Summary Historical and Pro Forma Consolidated Financial
Data."
26
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following presents selected historical consolidated financial data of
the Company for the five years ended December 31, 1994, which have been derived
from the Company's audited consolidated financial statements. On December 30,
1994, the Company consummated its financial restructuring pursuant to the
Reorganization. The periods prior to the Reorganization are presented on a
historical cost basis without giving effect to the Reorganization. The term
"Predecessor" refers to the Company prior to emergence from Reorganization. The
historical consolidated financial data of the Company for the nine months ended
September 30, 1994 and 1995 have been derived from the Company's unaudited
consolidated financial statements which, in the opinion of management of the
Company, have been prepared on the same basis as the audited consolidated
financial statements and include all adjustments (consisting of normal recurring
accruals only) necessary to present fairly such information.
The information in this table should be read in conjunction with "Summary
Historical and Pro Forma Consolidated Financial Data," "Management's Discussion
and Analysis of Results of Operations and Financial Condition" and the
Consolidated Financial Statements and the notes thereto for the Company included
elsewhere herein.
<TABLE>
<CAPTION>
PREDECESSOR
------------------------------------------------------------------
-----------
<S> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
----------------------------------------------------- ------------------------
1990 1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- --------- ----------- -----------
STATEMENT OF OPERATIONS DATA:
Net revenue..................... $ 127,831 $ 134,258 $ 153,572 $ 177,809 $ 183,894 $ 131,807 $ 119,848
--------- --------- --------- --------- --------- ----------- -----------
Costs and expenses:
Direct operating costs........ 62,369 66,788 71,211 83,166 90,914 68,734 59,148
Selling, general &
administrative expenses other
than network and corporate... 31,133 32,095 33,225 34,191 35,688 27,107 25,917
Network expenses.............. 13,544 15,934 21,026 26,167 28,501 21,822 20,994
Corporate expenses............ 6,151 6,230 6,772 6,219 4,811 3,885 3,345
Depreciation and
amortization................. 15,579 9,433 10,515 11,469 10,804 7,899 8,653
Write-off of broadcast
licenses..................... 0 245,225 0 0 0 0 0
--------- --------- --------- --------- --------- ----------- -----------
Total expenses.............. 128,776 375,705 142,749 161,212 170,718 129,447 118,057
--------- --------- --------- --------- --------- ----------- -----------
Operating income (loss)......... (945) (241,447) 10,823 16,597 13,176 2,360 1,791
Other income (expense).......... 0 0 1,438 (351) (34) (20) (19)
Reorganization items............ 0 0 0 (2,543) 76,255 (4,250) 0
Interest expense -- net of
interest income................ (33,798) (31,534) (35,739) (24,411) (645) (487) (10,756)
Net loss from investment in
TeleNoticias................... 0 0 0 0 (1,314) 0 (4,590)
--------- --------- --------- --------- --------- ----------- -----------
Income (loss) before income
taxes.......................... (34,743) (272,981) (23,478) (10,708) 87,438 (2,397) (13,574)
Income tax provision............ (3,075) (3,065) (3,265) (3,351) (3,389) (2,575) (2,534)
--------- --------- --------- --------- --------- ----------- -----------
Income (loss) before
extraordinary item............. (37,818) (276,046) (26,743) (14,059) 84,049 (4,972) (16,108)
Extraordinary gain --
extinguishment of debt......... 25,871 1,045 0 0 130,482 0 0
--------- --------- --------- --------- --------- ----------- -----------
Net income (loss)............... $ (11,947) $(275,001) $ (26,743) $ (14,059) $ 214,531 $ (4,972) $ (16,108)
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Income (loss) before
extraordinary item per Common
Share.......................... $ * $ * $ * $ * $ * $ * $ (1.61)
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Number of shares used in per
share calculations............. * * * * * * 10,000
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Ratio of earnings to fixed
charges (1).................... * * * * * * --
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
OTHER FINANCIAL DATA:
EBITDA (2)...................... $ 14,634 $ 13,211 $ 21,338 $ 28,066 $ 23,980 $ 10,259 $ 10,444
EBITDA margin................... 11.4% 9.8% 13.9% 15.8% 13.0% 7.8% 8.7%
Capital expenditures............ $ 6,244 $ 6,059 $ 3,992 $ 8,485 $ 12,550 $ 9,688 $ 4,274
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets.................... $ 398,775 $ 149,044 $ 148,564 $ 169,657 $ 232,024 $ 160,026 $ 220,599
Working capital................. $ 36,252 $ 38,795 $ 51,657 $ 65,691 $ 32,325 $ 47,017 $ 31,844
Total debt...................... $ 243,195 $ 267,827 $ 304,183 $ 335,207 $ 108,553 $ 327,746 $ 113,755
Stockholders' equity
(deficiency)................... $ 100,987 $(174,014) $(200,757) $(214,816) $ 70,000 $ (219,788 ) $ 54,231
</TABLE>
- ------------------------
(1) See footnote (3) in "Summary Historical and Pro Forma Consolidated
Financial Data."
(2) See footnote (4) in "Summary Historical and Pro Forma Consolidated
Financial Data."
* As a result of the effects of the Reorganization, net loss per share,
number of shares used in per share calculation and ratio of earnings to
fixed charges are not applicable for 1994 and prior periods.
27
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
GENERAL
The following discussion and analysis of results of operations and financial
condition should be read in conjunction with the Company's consolidated
financial statements and related notes.
On December 30, 1994, Telemundo consummated its financial restructuring
through the Reorganization. Pursuant to SOP 90-7, the Company adjusted its
assets and liabilities to their estimated fair values upon consummation of the
Reorganization. The adjustments to reflect the consummation of the
Reorganization, including the gain on debt discharge and the adjustment to
record assets and liabilities at their fair values, have been reflected in the
accompanying financial statements. The balance sheet at December 31, 1993 is
presented on a historical cost basis without giving effect to the
Reorganization. Therefore, the Company's consolidated balance sheet as of
December 31, 1994 is generally not comparable to prior periods. The term
"Predecessor" refers to the Company prior to the Reorganization.
Seasonal revenue fluctuations are common in the television broadcasting
industry and the Company's revenue reflects seasonal patterns with respect to
advertiser expenditures. Increased advertising during the holiday season results
in increases in advertising revenue for the fourth quarter, particularly in
Puerto Rico. As a result, the Company experiences seasonal fluctuations to a
greater degree than its direct competitors and the broadcasting industry in
general. Because costs are more ratably spread throughout the year, the impact
of this seasonality on operating income is more pronounced.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Net revenue for the three and nine months ended September 30, 1995 as
compared to the corresponding periods of 1994 were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------------------- ------------------------------
PREDECESSOR PREDECESSOR
1994 1995 CHANGE 1994 1995 CHANGE
----------- ------- ------ ----------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Net Commercial Air Time:
Continental U.S.:
Network and National
Spot................ $18,713 $16,099 (14)% $ 59,291 $ 48,768 (18)%
Local................ 11,165 9,403 (16)% 32,631 27,801 (15)%
----------- ------- ----------- --------
29,878 25,502 (15)% 91,922 76,569 (17)%
Puerto Rico............ 8,954 9,364 5% 24,186 25,008 3%
----------- ------- ----------- --------
38,832 34,866 (10)% 116,108 101,577 (13)%
Other Revenue............ 5,907 6,547 11% 15,699 18,271 16%
----------- ------- ----------- --------
Net Revenue........ $44,739 $41,413 (7)% $131,807 $119,848 (9)%
----------- ------- ----------- --------
----------- ------- ----------- --------
</TABLE>
The decrease in U.S. commercial air time revenue for the three and nine
month periods from the comparable periods of the prior year is the result of the
impact of an overall decline in audience share throughout 1994, which continued
through February 1995. A change in audience share typically has a delayed impact
on revenue. The impact of the decline in audience share was in part offset by
the growth in the overall Spanish-language television advertising market. In
March 1995, the Company's President and Chief Executive Officer resigned and a
new President and Chief Executive Officer was elected. In addition, the network
hired a new Executive Vice President for Programming and Production. To
counteract the audience share decline, the Company's new management has
implemented several measures, including rearranging the Company's network
program schedule, introducing new programs, and
28
<PAGE>
forming a Los Angeles-based production unit that began producing certain new
network programs in late April. The Company expects that these measures will
address specifically the interests and culture of the largest cross-section of
Hispanics in the United States.
Reflective of these initiatives, the Company's share of the Spanish-language
network television audience increased from 20% in February 1995 to 26% in
September 1995. The share of the Spanish-language network television audience
was 27% in September 1994. As a result of the delay noted above, the full impact
of the changes in audience share will not be reflected in revenue in 1995.
The decline in local revenue for the three and nine months is the result of
the ratings decline, which most significantly impacted KVEA (Los Angeles).
The increase in commercial air time revenue in Puerto Rico is the result of
WKAQ's dominant audience share in a growing market.
Other revenue increased for the three and nine month periods primarily due
to increased sales of blocks of broadcast time during non-network programming
hours to independent programmers ('block time programmers"), offset in part by a
decrease in international program sales.
Direct operating costs decreased by $4.1 million, or 18%, and by $9.6
million, or 14%, for the three and nine month periods ended September 30, 1995,
respectively, from the corresponding periods of the prior year. A reduction in
the cost of programming in certain time periods, including network news,
primarily accounted for the decrease.
Network and corporate expenses, which represent costs associated with the
network operations center as well as sales, marketing and other network and
corporate costs not allocated to specific television stations, decreased by
$907,000, or 11%, and by $1.4 million, or 5%, respectively, from the
corresponding three and nine month periods of the prior year. The decrease
primarily reflects the implementation of certain cost saving measures including
staff reductions in response to the decline in revenue, offset in part by
contracted increases in the cost of the Nielsen national Hispanic television
ratings service.
Interest expense-net for the three and nine months ended September 30, 1995
totaled $3.6 million and $10.8 million, respectively, as compared to $163,000
and $487,000, respectively, for the corresponding periods of the prior year.
Interest expense during the three and nine months ended September 30, 1995
primarily represents interest accrued on the Company's Old Notes and is offset
by $54,000 and $164,000 of interest income. Interest was not accrued on the
Company's public indebtedness during the 1994 periods because the Company was in
reorganization proceedings. Interest income for the three and nine month periods
ended September 30, 1994 was $170,000 and $677,000, respectively, and was offset
against reorganization items.
The Company is in a net operating loss position for federal income tax
purposes, and therefore no federal tax benefit was recognized for the periods.
The income tax provision recorded in all periods relates to WKAQ, which is taxed
separately under Puerto Rico income tax law, withholding taxes related to
intercompany interest, and certain state and local taxes. The Company's use of
net operating loss carry forwards is significantly limited due to certain
restrictions imposed by Section 382 of the Internal Revenue Code.
Equity in net loss from TeleNoticias of $1.5 million and $4.6 million
represents primarily the Company's 42% share of TeleNoticias' net loss for the
three and nine months ended September 30, 1995.
29
<PAGE>
FISCAL YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Net revenue for each of the three years in the period ended December 31,
1994 was as follows (dollars in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
-------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
1992 CHANGE 1993 CHANGE 1994
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net Commercial Air Time:
Continental U.S.:
Network and National Spot.................... $ 58,166 34% $ 77,953 5% $ 82,211
Local........................................ 41,050 12% 46,017 (3)% 44,563
------------- ------------- -------------
99,216 25% 123,970 2% 126,774
Puerto Rico.................................... 39,159 (1)% 38,711 (4)% 37,014
------------- ------------- -------------
138,375 18% 162,681 1% 163,788
Other Revenue.................................... 15,197 --% 15,128 33% 20,106
------------- ------------- -------------
Net Revenue................................ $ 153,572 16% $ 177,809 3% $ 183,894
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
The increase in network and national spot revenue in 1994 is the result of
an increase in advertising expenditures in the overall marketplace, offset by
the Company receiving a smaller share of such expenditures as a result of a
decline in audience share. The increase in network and national spot revenue
during 1993 was the result of an increase in the Company's share of advertising
expenditures by existing advertisers and the attraction of new advertisers.
The decrease in local commercial air time revenue in 1994 is due primarily
to a decrease at KVEA (Los Angeles), which is related to the ratings decline,
partially offset by an increase at WSCV (Miami). The 1993 increase reflected
growth in revenue primarily at WSCV (Miami) and improved ratings in key time
periods in Miami and New York.
Commercial air time revenue at WKAQ (Puerto Rico) decreased 4% in 1994 and
1% in 1993 as a result of a slight decline in ratings.
Other revenue increased 33% during 1994 due to increases in sales of blocks
of broadcast time to block time programmers in both the U.S. and Puerto Rico.
Operating expenses, excluding network and corporate expenses and
depreciation and amortization, increased $9.2 million or 8% in 1994 and $12.9
million or 12% in 1993. These increases reflected the Company's development and
production of its own network news programs from May 1993 to November 1994.
Beginning December 1994, TeleNoticias assumed production of the Company's
network news programs.
Network expenses, which represent costs associated with the network
operations center as well as sales, marketing, and other network costs not
allocated to specific television stations, increased 9% and 24% for 1994 and
1993, respectively, primarily reflecting the operating costs associated with the
expanded levels of production and the contracted increases in the cost of the
Nielsen national Hispanic television ratings service. The rate of growth of
operating and network expenses decreased during the second half of 1994 (and
such expenses declined during the fourth quarter of 1994 as compared to the
fourth quarter of 1993), as the Company implemented certain cost saving measures
in response to the 1994 decline in revenue growth.
Corporate expenses decreased by 23% and 8% for 1994 and 1993, respectively,
primarily due to the rent and other savings associated with the relocation of
the Company's headquarters to Miami.
Other expenses for the year ended December 31, 1993 represents $1.1 million
of financial advisory and legal costs associated with the financial
restructuring prior to July 30, 1993, the date the Company
30
<PAGE>
consented to the entry of an order for relief under Chapter 11 of the Bankruptcy
Code, partially offset by the reversal of a $750,000 liability which was no
longer required. Other income of $1.4 million for the year ended December 31,
1992 consists primarily of the net effect of the reversal of $4.3 million of
liabilities provided at the date of acquisition of the Company's predecessor
which were no longer required, offset by the payment of $3.0 million for
financial advisory and legal costs in conjunction with the financial
restructuring. All costs associated with the Reorganization incurred subsequent
to July 29, 1993 are included in the caption "reorganization items" on the
consolidated statements of operations. As of December 31, 1994, the Company
completed its reorganization to which the following nonrecurring income and
expense items relate:
(i) As a result of the application of "fresh start" reporting upon
emergence from bankruptcy, the Company adjusted its assets and liabilities
to their estimated fair value as of December 30, 1994 pursuant to the
provisions of SOP 90-7. The resulting increase in the Company's net assets
of $86.9 million is included in reorganization items in the consolidated
statement of operations for the year ended December 31, 1994.
(ii) In accordance with the provisions of the American Institute of
Certified Public Accountants Statement of Position 90-7 entitled "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP
90-7"), the legal, professional and other costs and expenses related to the
reorganization totalling $11.6 million are included in reorganization items
in the consolidated statement of operations for the year ended December 31,
1994.
(iii) Also pursuant to SOP 90-7, included in reorganization items in the
consolidated statement of operations for the year ended December 31, 1994 is
interest income of $967,000.
(iv) An extraordinary gain from debt forgiveness of $130.5 million is
reported in the consolidated statement of operations for the year ended
December 31, 1994, which represents the total amount of liabilities
discharged in the reorganization, including accrued interest and unamortized
discount, reduced by the amount of distributions to holders of such
liabilities. The distributions included cash, new debt, shares of common
stock and warrants to purchase common stock.
Reorganization items of $2.5 million for 1993 are items associated with the
Chapter 11 proceedings incurred from July 30, 1993 and include $1.8 million for
financial advisory and legal fees, an accrual of $1.0 million for relocation,
severance and other costs associated with the reorganization, a $90,000 benefit
related to the write-off of various assets and liabilities in conjunction with
the renegotiation of certain leases, and $235,000 of interest income earned on
cash balances that would have otherwise been used to make scheduled principal
and interest payments on debt in default and to pay prepetition liabilities.
Interest expense for 1994 totalled $645,000 as compared to $25.0 million and
$37.0 million for 1993 and 1992, respectively. Interest expense has been accrued
through June 8, 1993. Additional interest expense of $39.4 million and $21.3
million would have been recorded for 1994 and 1993, respectively, if an
involuntary petition had not been filed. During 1993, the Company received
notification declaring due and payable in full its 12% junior subordinated
discount debentures as a result of defaults under the indenture agreement with
the trustee. Accordingly, included in interest expense for 1993 is $7.1 million
representing the additional interest expense to adjust the debentures to their
full face value on the consolidated balance sheet.
Interest income of $967,000 for 1994 and interest income from the period
July 30, 1993 to December 31, 1993 totalling $235,000 is included in
reorganization items on the consolidated statements of operations. Interest
income was $554,000 for the period from January 1, 1993 through July 29, 1993,
as compared to $1.3 million for the year ended December 31, 1992. The decrease
in interest income in 1993 from 1992 is due to lower rates of interest earned on
invested cash and the maturation of a note receivable in the third quarter of
1992 that was earning interest at a higher rate than the reinvested cash.
Equity in net loss from TeleNoticias of $1.3 million for 1994 represents the
Company's 42% share of TeleNoticias' net loss.
31
<PAGE>
The income tax provision recorded in all periods relates to WKAQ, which is
taxed separately under Puerto Rico income tax regulations, withholding taxes
related to intercompany interest, and certain federal, state and local taxes.
The Company was liable for $110,000 in U.S. federal and state taxes for 1994 as
a result of the alternative minimum tax. The utilization of net operating loss
carryforwards are subject to certain limitations imposed by Section 382 of the
Internal Revenue Code and their use will be significantly limited each year
subsequent to December 31, 1994.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's cash flow provided by operating activities was $13.5 million
for the nine months ended September 30, 1995 as compared to $7.1 million for the
corresponding period of 1994. The increase is due principally to changes in
asset and liability accounts, including a greater decrease of accounts
receivable and lower net additions for television programming in the current
period.
The Company had working capital of $31.8 million at September 30, 1995.
Capital expenditures of approximately $4.3 million were made during first
nine months of 1995 for the general replacement or upgrading of equipment at all
stations. The Company anticipates that capital expenditures of approximately
$2.0 million will be made during the remainder of 1995 for the general
replacement of equipment and modifications of facilities. Payments under the
Company's capital lease obligations are primarily for its satellite transponder.
The Company's principal sources of liquidity are cash from operations and
the Credit Facility. The Credit Facility provides for borrowings of up to $20
million, subject to an accounts receivable borrowing base, which was maintained
at September 30, 1995. At September 30, 1995, $4.7 million was outstanding under
the Credit Facility.
The Company owns a 42% interest in TeleNoticias and has made cash
contributions to TeleNoticias of approximately $6.3 million through September
1995 (which includes $5.4 million contributed in 1994) and expects to make
additional cash contributions of approximately $1.7 million during the remainder
of 1995. The Company anticipates being required to contribute up to $2 million
in 1996. The Company is required to invest up to an aggregate of $10.0 million
through TeleNoticias' sixth operating year. Commencing December 1994,
TeleNoticias assumed production of the Company's network news programs for a six
year period at an initial cost of $5.0 million per year, increasing by $500,000
each year. In addition, the Company provides certain services to TeleNoticias
including the use of a news studio in the Company's network operations center.
The net loss from the Company's investment in TeleNoticias includes depreciation
and amortization of $192,000 and $528,000, for the three and nine months ended
September 30, 1995, respectively.
In March 1995, the Company settled litigation brought against the Company's
retirement and savings plan. The Company paid the settlement amount of
approximately $2.3 million on June 29, 1995 on behalf of the plan, which amount
was accrued for at December 31, 1994. See "Business -- Litigation."
The Credit Facility and the indentures governing the Old Notes and the
Senior Notes contain certain restrictive covenants that, among other things
limit the Company's ability to incur additional indebtedness, create liens, and
make investments and capital expenditures. In the absence of the adoption of the
Proposed Amendments, the Company will continue to be bound by the more
restrictive covenants of the Old Note Indenture. These restrictions may limit
the Company's ability to respond to opportunities or changes in the business.
See "Description of Certain Indebtedness" and "Description of Senior Notes."
The Company intends to fund the Acquisition and the Refinancing with
proceeds from the Offering. As a result, the Company is adding approximately $69
million in total debt to its capitalization. The Company anticipates that it
will have sufficient resources available to finance its operations and satisfy
its debt service requirements for the foreseeable future.
32
<PAGE>
BUSINESS
INTRODUCTION
Telemundo is one of two Spanish-language television broadcast networks in
the United States. The network provides programming 24-hours per day to its
owned and operated stations and affiliates, which serve 55 markets in the U.S.,
including the 32 largest Hispanic markets, and reach approximately 85% of all
U.S. Hispanic households. Hispanics currently constitute approximately 10% of
the U.S. population, or 27 million people, according to the U.S. Census Bureau,
which also projects Hispanics to be the largest minority group in the United
States by the year 2010. The Company also owns and operates the leading
full-power television station and related production facilities in Puerto Rico.
For the twelve months ended September 30, 1995, pro forma revenue and EBITDA for
the Company were $189.7 million and $30.2 million, respectively.
HISTORY OF SPANISH-LANGUAGE TELEVISION
In 1951, the first weekly Spanish-language television entertainment show in
the U.S. was broadcast by a station in San Antonio, Texas. By 1955, another
station in San Antonio was airing more than 50% of its programming in Spanish.
Responding to the growth of the U.S. Hispanic population, from an estimated
4.0 million in 1950 to an estimated 6.9 million in 1960, Spanish International
Network ("SIN"), the predecessor of Univision, was founded in 1961. Using the
station in San Antonio and programming supplied by Mexico based Televisa as its
foundation, the network continued to add owned and operated stations and
affiliates in key Hispanic markets over the next 25 years. In 1979, SIN created
Galavision, the first Spanish-language cable network in the U.S.
To serve the growing Hispanic market and provide an alternative to SIN,
independent Spanish-language stations were launched in major markets. In 1985,
the founders of what was to become Telemundo created KVEA, the second
Spanish-language station in Los Angeles.
Based on the success of KVEA and the compelling characteristics of the U.S.
Hispanic market, which had grown to an estimated 18.0 million people by 1986,
the Telemundo network was established in January 1987 with owned and operated
stations in Los Angeles, Miami and New York and other independent
Spanish-language stations joining as affiliates.
By 1988, recognizing the importance of offering high quality programming
that was relevant to Hispanics in the U.S., Telemundo and Univision began
producing the first programs specifically developed for the U.S. Hispanic
audience employing successful English-language televison formats.
At the end of 1992, Telemundo, Univision and Nielsen developed the Nielsen
Hispanic Television Index, a people-meter-based television ratings service for
Spanish-language television. This service provided the first broadly accepted
information about the Spanish-language television audience and was instrumental
in persuading many major general market advertisers and their agencies of the
importance of using Spanish-language television to reach the expanding Hispanic
market.
Upon the consummation of the acquisition of a majority interest of WSNS,
Telemundo will own and operate full-power Spanish-language television stations
in the seven largest Hispanic Market Areas in the United States, which along
with the Company's affiliates, now reach 85% of all U.S. Hispanic households.
The development of Spanish-language television has been the result of the
significant growth of the U.S. Hispanic population, Hispanics' retention of the
Spanish language and resulting reliance on Spanish-language media for news,
information and entertainment, and advertisers' increasing awareness of the
market and its potential.
33
<PAGE>
HISPANIC MARKET OVERVIEW
MARKET DEMOGRAPHICS
Hispanics are one of the fastest growing segments of the U.S. population.
According to the U.S. Census Bureau the Hispanic population has grown from an
estimated 14.6 million people, or 6.4% of the U.S. population in 1980, to 27
million or 10% in 1995. The Hispanic population in the U.S., the fifth largest
in the world, is growing at approximately five times the rate of the
non-Hispanic U.S. population. By the year 2010 Hispanics are projected by the
U.S. Census Bureau to account for approximately 13.5% of the total population of
the U.S. and would be the country's largest minority group.
The Hispanic population in the United States is highly concentrated, with
approximately 57% of the population residing in the top ten Hispanic markets. In
markets such as Los Angeles and Miami, the Hispanic population represents over a
third of the total population. In addition, Hispanic households in the United
States are also generally larger than non-Hispanic households, averaging 3.7
persons compared to 2.7 persons for all U.S. households. The Hispanic population
is also younger, with an average age of 26.2 years compared to 34.3 years for
the entire population, and spends a greater percentage of total household income
on consumer products than non-Hispanic households.
IMPORTANCE OF SPANISH LANGUAGE MEDIA, ESPECIALLY TELEVISION
The Company believes that a distinguishing characteristic of the Hispanic
market is that Hispanics tend to retain Spanish as their dominant or only
language. The 1995 Nielsen Enumeration Study indicates that 49% of Hispanic
households speak mainly or exclusively Spanish. Consequently, many Hispanics
rely on Spanish language media, as an important, and often the exclusive, source
of news and information as well as entertainment. Over 80% of Hispanic
households view Spanish-language television, and aggregate viewing of
Spanish-language television has increased by approximately 20% over the past two
years. As a result, the Company believes that major advertisers such as The
Procter & Gamble Co., AT&T Corp. and Sears, Roebuck & Co. have found that
Spanish language television advertising is a more cost-efficient means to target
this growing audience than English-language broadcast media.
ADVERTISING MARKET
The annual purchasing power of Hispanics is approximately $200 billion. With
the continuing growth of the Hispanic market, advertisers have substantially
increased their use of Spanish-language media, particularly television.
According to HISPANIC BUSINESS MAGAZINE, an estimated $953 million of total
advertising expenditures were directed towards Spanish-language media in 1994,
representing a 15% increase from 1993. Approximately half of these expenditures
in 1994 were for Spanish-language television advertising. Despite the rapid
growth, advertising expenditures directed to the Hispanic television market
still represent less than 1.7% of all television advertising in the United
States. Based on Nielsen data, however, the Company estimates that approximately
4% of total television viewing is of Spanish-language television. The Company
believes that this disparity will narrow as advertisers continue to increase
their advertising expenditures on Spanish-language television.
In the last five years, the ten largest advertisers in Spanish-language
media (based on expenditures) have significantly increased their
Spanish-language advertising. For example, based on the historical success of
their Spanish-language marketing programs, The Procter & Gamble Co. increased
its advertising in the Hispanic market from $31.6 million in 1993 to $37.6
million in 1994, and AT&T Corp. increased its advertising in the Hispanic market
from $6.7 million in 1993 to $19.2 million in 1994. Management believes that
advertising should continue to grow significantly as new advertisers enter the
market and existing advertisers increase the percentage of their budgets
directed to Spanish-language television. The Company also believes that it is
well positioned to attract a significant percentage of future increases in
television advertising spending targeted to the Hispanic community.
34
<PAGE>
BUSINESS STRATEGY
The Company's management team, led by Mr. Hernandez, has aggressively
pursued a number of strategies aimed at improving the profitability of the
Company. The Company believes that these strategies have contributed to the
improved results of operations experienced in the third quarter and to the
Company's achievement of a 25% share of the Spanish-language network television
audience in October 1995.
INCREASING SHARE OF AUDIENCE THROUGH ENHANCED NETWORK PROGRAMMING
In March 1995, the network hired a new Executive Vice President for
Programming and Production and immediately implemented several measures aimed at
increasing the Company's audience share. Specifically, the Company rearranged
its prime time schedule to compete more effectively against programming offered
by the competition. The Company also added production capability in Los Angeles
to its production capability in Miami, enabling Telemundo to produce programs
which target U.S. Hispanics of Mexican origin. While the Company produces
approximately 44% of its network programming in its U.S. production facilities,
it also acquires programs from outside producers to provide a balanced program
lineup which will appeal to the greatest number of Hispanic viewers in the U.S.
The Company is exploring opportunities to co-produce programming with other
producers in Mexico and other Latin American countries.
The Company believes that its ability to produce as well as acquire
programming will allow it to increase its share of the Spanish-language
television audience while controlling its overall programming expenses. See "--
Reducing and Controlling Operating Expenses."
INCREASING REVENUE THROUGH ENHANCED SALES AND MARKETING EFFORTS
The Company devotes significant resources towards providing advertisers with
the data needed to understand better the purchasing habits and preferences of
the Hispanic market. At the network, as well as at each owned and operated
full-power station, the sales and marketing forces work closely with their
clients to increase the effectiveness of specific advertising campaigns and to
increase advertising spending directed to the Hispanic market and the Company.
The Company's sales force has extensive experience in both the general
market and Spanish-language media businesses. With this diverse background, the
sales force is able to create and implement fully integrated and specifically
targeted marketing campaigns for its clients. Since it produces a significant
amount of its own programming, Telemundo is able to offer its advertising
clients opportunities to integrate their products into particular programs and
develop major marketing events featuring these programs, the network talent and
the clients' products. The Company's eight top network advertisers are The
Procter & Gamble Co., AT&T Corp., MCI Communications Corp., Sears, Roebuck &
Co., Ford Motor Co., Western Union, The Coca-Cola Company and Sprint Corp.
REDUCING AND CONTROLLING OPERATING EXPENSES
The Company has reduced its operating expenses before depreciation and
amortization by $12.1 million, or 10%, for the nine months ended September 30,
1995 from the comparable period of the prior year. Over $8.4 million of these
reductions have been achieved through the lowering of program acquisition and
production costs. For example, the Company's decision to purchase novelas from
Latin American program suppliers rather than produce such programs itself, will
result in a reduction of more than 50% in the cost of the Company's prime time
novelas for 1995. Other significant cost saving measures included the relocation
of its corporate headquarters and the reduction of employee staff levels by
approximately 7%. After the consummation of the Acquisition, the Company
believes that it will realize cost savings at WSNS through efficiencies gained
by integrating WSNS into the Telemundo owned and operated station group. The
Company intends to continue to closely monitor and identify cost saving measures
throughout its operations.
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BUILDING A STRONGER LOCAL PRESENCE
Local news presence and involvement in community events are important
elements in the Company's strategy for each of its owned and operated stations
to achieve a distinct local identity, strengthen audience loyalty and increase
revenue. The Company invites its viewers to be part of its programming efforts
and to participate along with its stations in community events and other
outreach programs. The Company sponsors local community events such as "Calle
Ocho" in Miami, "Cinco de Mayo" in Los Angeles and the "Hispanic Day Parade" in
New York and has developed an award winning public information campaign, "De
Padres a Hijos" ("From Parents to Children"). The campaign awards annual
scholarships for Hispanic students and features nationally televised vignettes
on important issues in education. Awards are granted both on a national and
local level with all Telemundo stations participating in selecting recipients in
their respective markets.
CAPITALIZING ON DOMINANT MARKET POSITION IN PUERTO RICO
The Company's station in Puerto Rico WKAQ, is the market leader in audience
share and revenue. Programming produced specifically for that market, in WKAQ's
own production facilities, has consistently ranked among the top rated programs
in Puerto Rico. In October 1995, WKAQ had 7 of the top 10 shows in the market
and a 34% share of the overall audience, including a 37% share in the prime time
period. WKAQ has also recently changed its affiliate covering the western side
of the island, resulting in what the Company believes is better coverage on a
more cost effective basis.
Capitalizing on its strong ratings, production capabilities, association
with most major entertainment events in Puerto Rico and aggressive sales and
marketing efforts, management believes that WKAQ should continue to achieve a
greater share of the market's total advertising dollars than WKAQ's share of the
audience. The Company has also focused on reducing operating costs at the
station. For the nine months ended September 30, 1995, operating expenses before
depreciation and amortization declined by 6% from the comparable period of the
prior year. Operating synergies and cost efficiencies with the U.S. network will
continue to be explored.
STRENGTHENING THE NETWORK THROUGH SELECTIVE ACQUISITIONS AND CAPITAL
EXPENDITURES
The Company believes that securing distribution through station ownership in
the largest Hispanic Market Areas in the U.S. is an important element in
ensuring the strength of its network. In furtherance of this, the Company has
entered into an agreement to acquire a 74.5% interest in WSNS, its Chicago
affiliate. The acquisition of WSNS will ensure the network's long-term
distribution in the important Chicago Market Area. See "The Acquisition." A
large base of owned and operated stations allows the network to amortize program
investments and other network and corporate expenses over a larger portfolio of
properties and should provide greater leverage with advertisers and suppliers.
While the Company will continue to evaluate opportunities to enhance its network
as they arise, the Company does not currently have any other agreements to
acquire additional stations.
The Company also selectively invests in property and equipment in order to
strengthen signals, improve production capabilities and generate operating
efficiencies. For example, the Los Angeles station KVEA is replacing its
transmitter and antenna to improve its signal and provide better service to the
Los Angeles market. The Company was also one of the first broadcasters to use
digital broadcast compression equipment, providing the Company with the ability
to transmit multiple signals from a single satellite transponder. This enables
the network to simultaneously address different time zones and provide
additional live capabilities and interactivity between the stations and network
center on a cost-effective basis.
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THE TELEMUNDO NETWORK AND BROADCAST OPERATIONS
The Company's television network covers 55 markets in the United States,
including the 32 largest Hispanic markets, and reaches approximately 85% of all
U.S. Hispanic households. After the Acquisition of a majority interest in WSNS,
the Company's full-power Chicago affiliate, coverage will be achieved through
seven full-power and 13 low-power owned and operated television stations, 32
affiliated broadcast stations and 86 satellite direct cable systems affiliated
with the Company. The signal from the Company's owned and operated stations and
broadcast affiliates also is carried on an additional 507 cable systems
throughout the United States.
Network programming for the Company's owned and operated stations and
affiliates is transmitted 24-hours per day via satellite from the Company's
network operations center in Hialeah, Florida.
PROGRAMMING
The Company currently makes available Spanish-language programming 24-hours
per day, including movies, novelas, talk and entertainment shows, variety shows,
national and international news, music and sporting events. Approximately 44% of
such programming is produced by the Company at its production facilities near
Miami and in Los Angeles. The remainder of the Company's programming is
purchased from various program suppliers primarily in Mexico and other Latin
American countries.
Since 1990, the Company's programming schedule has included OCURRIO ASI, the
first news magazine format program in Spanish-language television. Produced by
the Company in its Miami facilities this show has consistently been one of
Telemundo's highest rated programs, drawing approximately 34% of the
Spanish-language network television audience in October 1995. Other Telemundo
produced programming with consistently strong market shares include two talk
shows, SEVCEC and EL Y ELLA, a noon-time variety show LA HORA LUNATICA, and a
musical variety program, PADRISIMO.
The programming lineup of WKAQ in Puerto Rico differs from that of the
Company's network, but includes approximately 15 hours per week of Telemundo
network programming. Through its production studios, WKAQ produces approximately
26 hours of programming weekly, including mini-series, news, public affairs,
music variety and comedy shows primarily directed toward the Puerto Rico market.
In addition, WKAQ has the right of first refusal to purchase novelas in the
Puerto Rico market produced by Televisa pursuant to a programming agreement with
approximately four years remaining. WKAQ also broadcasts programming from other
Latin American countries and broadcasts United States syndicated programming
dubbed in Spanish.
The Company also sells the rights to broadcast its original programming in
the international markets. Revenue from the syndication of the Company's
programming represented less than 1% of the Company's total revenue in 1994.
SALES AND MARKETING
The Company's principal source of revenue is the sale of network advertising
time on its network and the sale of local and national spot advertising time on
the Company's owned and operated television stations.
The Company has a network and national spot sales and marketing force,
including account executives and sales managers with backgrounds in both
Spanish-language and English-language media, to sell advertising time broadcast
over the Company's entire network (network sales) and to sell advertising time
in markets covered by the Company's owned and operated stations and affiliates
(national spot sales). The Company has national sales offices in New York, Los
Angeles, Miami, Chicago, San Francisco, San Antonio, Dallas and Orange County,
California.
The Company sells advertising time to a broad and diverse group of
advertisers. For the nine months ended September 30, 1995, the Company's network
and national spot advertising together accounted for approximately 63% of the
total commercial air time sales of the Company in the U.S. No single advertiser
accounted for 10% or more of the Company's 1994 total revenue. The following
chart
37
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lists the top ten advertisers in Spanish-language media in 1994, all of which
are major advertisers on the Telemundo network:
<TABLE>
<CAPTION>
GROSS SPANISH-LANGUAGE INCREASE
MEDIA EXPENDITURES FROM THE
ADVERTISER (IN MILLIONS) PRIOR YEAR
-------------------------- --------------------------- -------------
<S> <C> <C>
The Procter & Gamble Co. $ 37.6 19%
AT&T Corp. 19.2 187%
McDonald's Corp. 11.2 24%
Anheuser-Busch Companies Inc. 10.4 5%
Colgate-Palmolive Co. 9.6 26%
Sears, Roebuck & Co. 9.3 86%
Philip Morris Companies, Inc. 9.2 8%
The Coca-Cola Co. 8.6 --
Ford Motor Co. 7.8 24%
J.C. Penney Co. Inc 7.8 239%
</TABLE>
- ------------------------
Source: HISPANIC BUSINESS MAGAZINE, December 1994
Each owned and operated full-power station also has a sales and marketing
force to sell local and national spot advertising on its own behalf. At the
local level, the Company's advertisers include a wide range of clients which
customarily advertise on local television, including retailers, providers of
professional services and consumer goods manufacturers with products oriented
toward the general and Hispanic populations.
Additionally, the network and each of the Company's stations sell blocks of
air time during non-network programming hours to block time programmers.
THE COMPANY'S TELEVISION STATIONS
After the acquisition of a majority interest in its full-power Chicago
affiliate, the Company will own and operate eight full-power and 13 low-power
Spanish-language television stations in the United States and Puerto Rico.
FULL-POWER STATIONS
The Company's owned and operated full-power stations broadcast network
programming and produce and broadcast local news and other limited programming
focused on the audience in each of their respective local markets. Each
full-power station also sells blocks of broadcast time during non-network
programming hours to block time programmers. The following table sets forth
certain information about the Company's owned and operated full-power
Spanish-language television stations and its Chicago affiliate, WSNS, in which
the Company has agreed to acquire a majority interest. See "The Acquisition."
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<TABLE>
<CAPTION>
APPROXIMATE RANKING OF MARKET NUMBER OF OTHER RANKING OF
HISPANIC AREA BY NUMBER OF SPANISH- LANGUAGE MARKET AREA BY
TELEVISION HISPANICS HISPANIC TELEVISION NUMBER OF TOTAL
MARKET AREA SERVED HOUSEHOLDS IN AS A PERCENTAGE OF TELEVISION STATIONS OPERATING TELEVISION
AND STATION MARKET AREA(1) TOTAL POPULATION (1) HOUSEHOLDS (1) IN MARKET AREA (2) HOUSEHOLD (3)
- --------------------- -------------- --------------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Los Angeles, CA 1,306,000 37% 1 2 2
KVEA, Channel 52
New York, NY 913,000 16% 2 1 1
WNJU, Channel 47
Miami, FL 434,000 37% 3 3 16
WSCV, Channel 51
Houston, TX 278,000 23% 4 2 11
KTMD, Channel 48
San Antonio, TX 274,000 51% 5 2 39
KVDA, Channel 60
San Francisco, CA 272,000 17% 6 2 5
KSTS, Channel 48
Chicago, IL (Pending) 270,000 12% 7 1 3
WSNS, Channel 44
San Juan, PR 1,064,000 -- -- 6 --
WKAQ, Channel 2
</TABLE>
- ------------------------------
(1) Estimated by Nielsen for January 1, 1996
(2) The Company and each of its Spanish-language competitors broadcast over UHF,
except in Puerto Rico, where WKAQ and its three major competitors broadcast
over VHF. The Company's principal competitor, Univision, owns a
Spanish-language station in each of the U.S. markets that are served by the
Company's owned and operated full-power stations. Independent
Spanish-language stations also broadcast in the Los Angeles, Miami, Houston,
San Antonio and San Francisco broadcast markets. The independent stations in
Los Angeles and Houston and one of the independent stations in Miami are
full-power stations.
(3) Based on 1994-1995 Nielsen data.
The information below regarding population growth and country of origin is
from Strategy Research Corporation, 1994 U.S. HISPANIC MARKET SURVEY.
LOS ANGELES: The Company owns and operates KVEA, Channel 52, licensed to
Corona, California and serving the Los Angeles market. KVEA began operating as a
Spanish-language station in 1985. Los Angeles is the largest U.S. Hispanic
market, representing approximately 18% of the Hispanic television households in
the United States. An estimated 5.3 million Hispanics reside in the Los Angeles
DMA, constituting approximately 37% of the Los Angeles DMA population. The
Hispanic population in Los Angeles more than doubled between 1980 and 1994, and
immigration trends indicate that the Hispanic population will continue to grow
rapidly. As a reflection of the significance of
Spanish-language television, a Spanish-language television news program
periodically draws a higher overall audience than any other news program in the
Los Angeles Market Area. The Hispanic population in Los Angeles is predominantly
Mexican in origin. In addition to a Univision station, Los Angeles has a local,
independently-owned Spanish-language television station.
NEW YORK: The Company owns and operates WNJU, Channel 47, licensed to
Linden, New Jersey and serving the New York market. WNJU began operating as a
Spanish-language station in 1965. New York is the second largest U.S. Hispanic
market, representing approximately 13% of the Hispanic television households in
the United States. An estimated 2.9 million Hispanics reside in the New York
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<PAGE>
DMA, constituting approximately 16% of the New York DMA population. The Hispanic
population in New York increased by approximately 50% between 1980 and 1994.
Although almost half of this market is of Puerto Rican origin, the New York
Hispanic community is relatively diverse.
MIAMI: The Company owns and operates WSCV, Channel 51, licensed to Ft.
Lauderdale, Florida and serving the Miami-Ft. Lauderdale market. WSCV began
operating as a Spanish-language station in 1985. Miami is the third largest U.S.
Hispanic market, representing approximately 6% of the Hispanic television
households in the United States. An estimated 1.3 million Hispanics reside in
the Miami DMA, constituting approximately 37% of the Miami DMA population. The
Hispanic population in Miami increased by approximately 74% between 1980 and
1994. Approximately 60% of Hispanics in Miami are of Cuban origin. It has been
estimated that more than half of the population of Dade County is comprised of
Hispanics.
HOUSTON: The Company owns and operates KTMD, Channel 48, licensed to
Galveston, Texas and serving the Houston-Galveston market. KTMD began operating
as a Spanish-language station in 1987. The Houston-Galveston market is the
fourth largest U.S. Hispanic market, representing approximately 4% of the
Hispanic television households in the United States. An estimated 982,000
Hispanics reside in the Houston DMA (which includes Houston and Galveston),
constituting approximately 23% of the Houston DMA population. The Hispanic
population in Houston almost doubled between 1980 and 1994 and is principally of
Mexican origin.
SAN ANTONIO: The Company owns and operates KVDA, Channel 60, licensed to
and serving the San Antonio, Texas market. KVDA began operating as a
Spanish-language station in 1989. The San Antonio market is the fifth largest
U.S. Hispanic market, representing approximately 4% of the Hispanic television
households in the United States. An estimated 903,000 Hispanics reside in the
San Antonio DMA, constituting approximately 51% of the San Antonio DMA
population. The Hispanic population in San Antonio, which is principally of
Mexican origin, increased by approximately 47% between 1980 and 1994.
SAN FRANCISCO: The Company owns and operates KSTS, Channel 48, licensed to
San Jose, California and serving the San Francisco-San Jose market. KSTS began
operating as a Spanish-language station in 1987. The San Francisco-San Jose
Hispanic market is the sixth largest U.S. Hispanic market representing
approximately 4% of the Hispanic television households in the U.S. An estimated
976,000 Hispanics reside in the San Francisco DMA (which includes San Jose),
constituting approximately 17% of the San Francisco DMA population. The Hispanic
population in this market grew by approximately 63% from 1980 to 1994 and is
over 65% of Mexican origin.
CHICAGO: After the Acquisition, the Company will own a 74.5% interest in
and operate WSNS, Channel 44, serving the Chicago market. WSNS began operating
as a Spanish-language station in 1987. The Chicago market is the seventh largest
Hispanic market in the United States representing approximately 4% of the
Hispanic television households in the U.S. An estimated 995,000 Hispanics reside
in the Chicago DMA, constituting approximately 12% of the Chicago DMA
population. The Hispanic population grew by approximately 60% from 1980 to 1994
and approximates the overall ethnic mix of the U.S. Hispanic population base.
The Company believes this ethnic mix makes Chicago an attractive market in which
to test advertising campaigns.
SAN JUAN, PUERTO RICO: The Company owns and operates television station
WKAQ, Channel 2, in San Juan, which together with its affiliate, WOLE (Channel
12 in Mayaguez), and its translator facilities, cover virtually all of Puerto
Rico. WKAQ began operating as a Spanish-language television station in 1954. The
current population of Puerto Rico is approximately 3.3 million. WKAQ has
consistently been the number one station in Puerto Rico in terms of revenue and
share of audience.
LOW-POWER STATIONS
The Company owns and operates 13 low-power television stations and has
received permission from the FCC to build two additional LPTVs. LPTVs and
"translator stations" generally operate at significantly lower levels of power
than full-power stations. In addition their signals generally cover
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<PAGE>
smaller areas than those covered by full-power stations and may not cover the
full Market Area. Under FCC rules, LPTVs operate on a secondary basis and are
subject to displacement. Under the 1992 Cable Act (described below), LPTVs have
very limited cable carriage rights. See "-- FCC Regulation." The Company's
low-power television stations operate with minimal staff and generally do not
originate programming or have their own sales forces. LPTV's extend the
network's coverage in areas where a full-power television station was not
available for the network.
<TABLE>
<CAPTION>
APPROXIMATE
HISPANIC
TELEVISION
AREA SERVED AND STATION(S) HOUSEHOLDS
- ------------------------------------------------------- -------------
<S> <C>
Santa Fe, NM: K52BS 185,000
Sacramento, CA (1): K47DQ, K52CK, K61FI 136,000
Boston, MA: W32AY 81,000
Austin, TX: K11SF 71,000
Salinas-Monterey, CA: K15CU 46,000
Odessa/Midland, TX (1): K60EE, K49CD 40,000
Colorado Springs, CO: K49CJ 39,000
Santa Maria, CA: K27EI 36,000
Salt Lake City, UT: K48EJ 32,000
Abilene, TX: K40DX 14,000
</TABLE>
(1) These areas are served by more than one LPTV.
AFFILIATES
The Company currently provides programming to 119 affiliates serving 39
Hispanic markets in the United States. The Company's affiliates in these
markets, which consist of 33 affiliated broadcast stations and 86 satellite
direct cable affiliates that take the network's signal directly from the
satellite, represent approximately 38% of the network's total coverage of the
U.S. Hispanic market.
The Company provides its affiliates with programming and retains the right
to sell generally 50% to 60% of the commercial advertising time available during
such programming. Affiliates generally carry the full network schedule. The
Company also acts as the exclusive representative of the affiliates for national
and regional spot advertising sales, and receives a commission on such sales.
The Company is able to provide advertising sales representation services to
affiliated stations by reason of a waiver of applicable regulations granted by
the FCC. Revenue from the Company's representation services represented less
than 1% of the total revenue of the Company in 1994.
The Company's current contracts with its affiliates generally have two to
five year terms and some provide for compensation to the affiliate. As of
October 1995, no single affiliated station accounted for more than 3.1% of total
network coverage, other than WSNS, in which the Company has agreed to acquire a
majority interest.
TELENOTICIAS
In July 1994, a subsidiary of the Company entered into a partnership
agreement with subsidiaries of each of Reuters Holdings PLC, an international
news and information organization, Antena 3 de Television, S.A., a Spanish media
company, and Arte Radiotelevision Argentino S.A., an Argentinean media company,
to launch TeleNoticias, a 24-hours per day international Spanish-language news
service with distribution in Latin America, the United States and Europe. The
service, which commenced transmitting in December 1994, originates from the
Company's network operations center in Hialeah, Florida. The service is
distributed in 17 countries, including the United States, Mexico, Spain,
Venezuela and Chile.
The Company through TNNI holds a 42% interest in TeleNoticias. The Company
provides certain services to TeleNoticias, including the use of a news studio
and satellite uplink facilities at the Company's
41
<PAGE>
network operations center. Pursuant to contract, TeleNoticias produces the
Company's network news programs and provides certain other news services. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Liquidity and Sources of Capital" and "-- Legal Proceedings."
COMPETITION
The broadcasting industry has become increasingly competitive in recent
years. Competitive success of a television network or station depends primarily
on public response to the programs broadcast, which affects the revenue earned
by the network or station from the sale of advertising time. In addition to
programming, factors determining competitive position include management's
ability and experience, marketing, research and promotional efforts.
In each of the markets in which the Company owns and operates full-power
stations, except Puerto Rico, the Company's station competes directly with a
full-power Univision station. The Univision stations and the Univision network
affiliates together reach a larger percentage of Hispanic viewers in the U.S.
than the Company's stations and affiliates and have attracted as much as 80% of
the Spanish-language network television viewing audience. Generally, the
competing Univision stations have been operating in their markets longer than
have the Company's stations. In addition, Univision entered into an agreement
with Televisa to manage Galavision and has also obtained an option to acquire
Galavision in 1996. Galavision, which has operated primarily as a
Spanish-language cable television network since 1980 and serves approximately
1.6 million subscribers, also competes with the Company. Both Televisa and
Venevision have entered into long-term contracts to supply Spanish-language
programming to the Univision and Galavision networks. Televisa is the largest
supplier of Spanish-language programs in the world. Through these program
license agreements, Univision has the right of first refusal for 25 years to air
in the U.S. all Spanish-language programming produced by Televisa and
Venevision. These supply contracts currently provide Univision with a
competitive advantage in obtaining programming originating from Mexico and in
targeting Hispanics of Mexican origin, which account for approximately 64% of
the U.S. Hispanic market. The Company's stations, especially in Puerto Rico and
Los Angeles, also face competition from various independent Spanish-language
television stations.
There are also several independent Spanish-language television stations that
broadcast, on a full-time or part-time basis, in markets in which the Company
owns and operates stations. Independent Spanish-language television stations
compete with Company-owned stations in the Los Angeles, Miami, Houston, San
Antonio and San Francisco Market Areas. The independent station in Los Angeles
also has a program supply agreement with Televisa. The independent stations in
Los Angeles and Houston and one of the independent stations in Miami are
full-power stations.
The Company's owned and operated television stations and affiliates also
face competition for advertising revenue from other sources serving the same
markets and competing for the same viewers such as other Spanish-language and
English-language media, including television stations, cable channels, radio
stations, magazines, newspapers, movies and other forms of entertainment. The
English-language media are generally better developed and better capitalized
than the Spanish-language media in the United States. Several English-language
networks and stations are broadcasting Spanish-language translations of their
general market programs using the second audio programs ("SAP"). The Company
believes these SAP transmissions have not attracted a significant number of
Hispanic viewers.
In Puerto Rico, WKAQ has three significant Spanish-language television
station competitors. In addition, three other Spanish-language television
stations operate in that market. Although the general market programming of the
three major English-language U.S. networks is available in Puerto Rico through
cable carriage, none of such programming has attracted a significant share of
the Puerto Rico audience date.
Further advances in technology such as video compression, programming
through direct broadcast satellites and programming delivered through fiber
optic telephone lines could lower entry barriers for new channels and encourage
the development of increasingly specialized "niche" programming.
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FCC REGULATION
LICENSING
The ownership of the Company's television stations and certain of its
television broadcasting operations are subject to the jurisdiction of the FCC
under the Communications Act. The Communications Act prohibits the operation of
television broadcasting stations except under a license issued by the FCC and
empowers the FCC, among other matters, to issue, renew, revoke and modify
broadcast licenses, to determine the location of stations, to establish areas to
be served and to regulate certain aspects of broadcast programming. The
Communications Act prohibits the assignment of a broadcast license or the
transfer of control of a licensee without the prior approval of the FCC. If the
FCC determines that violations of the Communications Act or the FCC's own
regulations have occurred, it may impose sanctions ranging from admonition of a
licensee to license revocation.
The Communications Act provides that a license may be granted to any
applicant if the public interest, convenience and necessity will be served
thereby, subject to certain limitations. Television broadcast licenses are
issued initially for terms of five years. Upon application, and in the absence
of a conflicting application, an objection to the renewal application, or an
adverse finding as to the licensee's qualifications, broadcast licenses usually
have been renewed for additional terms of up to five years without a hearing by
the FCC. FCC licenses of full-power stations held by the Company have the
following expiration dates: WKAQ and WSCV - February 1, 1997; KTMD and KVDA -
August 1, 1998; KSTS and KVEA - December 1, 1998; and WNJU - June 1, 1999. The
license for WSNS expires on December 1, 1997.
ATTRIBUTABLE INTERESTS
Under existing FCC regulations governing multiple ownership of broadcast
stations, a license to operate a television station will not be granted (unless
established waiver standards are met) to any party (or parties under common
control) that has an "attributable interest" in another broadcast station with
an overlapping service area. The regulations also prohibit (with certain
qualifications) any person or entity from having an "attributable interest" in
more than 12 full-power television stations, subject to a further limitation
based on the percentage of national audience included within the relevant
stations' markets. Additionally, the rules prohibit (with certain
qualifications) anyone with an "attributable interest" in a television station
from also having an "attributable interest" in a radio station, daily newspaper
or cable television system serving a community located within the relevant
coverage area of that station, and vice versa. The United States Senate and
House of Representatives each recently passed bills that would, among other
measures, eliminate the 12-station limit and increase the national audience
reach limitation from 25% to 35%. The House and Senate Bills are subject to
revision by a conference committee before the final version of the legislation
is presented to both chambers for ratification. The Company is unable to predict
the nature, timing or effect of any such proposed changes.
Under existing FCC regulations, the officers, directors and certain of the
equity owners of a broadcasting company are deemed to have an "attributable
interest" in the broadcasting company. In the case of a corporation controlling
or operating television stations, there is attribution only to directors and
officers and to stockholders who own 5% or more of the outstanding voting stock.
Institutional investors, including mutual funds, insurance companies and banks
acting in a fiduciary capacity, may own up to 10% of the outstanding voting
stock without being subject to such attribution, provided that such stockholders
exercise no control over the management or policies of the broadcasting company.
In the case of the Company, there are presently three attributable stockholders:
TLMD Partners, Bastion Capital Fund, L.P. ("Bastion") and Reliance Group
Holdings, Inc., its affiliates and subsidiaries ("Reliance"). The FCC is
currently reviewing its attribution guidelines and has proposed modifying or
eliminating certain provisions. The Company is unable to predict the nature,
timing or effect of the proposed changes.
In connection with the grant of consent to the transfer of control of the
Company's controlled television licensees from Telemundo Group, Inc. as
debtor-in-possession to the reorganized Telemundo
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Group, Inc., on December 23, 1994, the FCC granted a 12-month waiver of its
"television duopoly rule" to permit the orderly disposition of station KSMS-TV,
Channel 67, Monterey, California, which is presently licensed to KSMS-TV, L.P.
The temporary waiver was necessary because the Grade B contour of KSMS-TV
overlaps with the Grade B contour of KSTS, which is licensed to a Company
subsidiary. The television duopoly rule generally prohibits a party from holding
attributable interests in television stations that have overlapping Grade B
contours. Daniel D. Villanueva, who has an attributable interest in the Company
because of his affiliation with Bastion, also has an attributable interest in
KSMS-TV. Pursuant to the waiver, Mr. Villanueva must refrain from all
discussions and involvement regarding the Telemundo network and KSTS with any
Bastion or Company officer or director, or any employee with access to
information pertinent to those subjects, until KSMS-TV is sold. An application
for FCC consent to assignment of the license of KSMS-TV was filed on September
11, 1995 and is pending before the FCC. The Company intends to file a request
with the FCC for extension of the divestiture waiver if the KSMS-TV application
has not been granted by December 1, 1995. The Company is unable to predict with
any degree of certainty whether such an extension will be granted. The FCC's
refusal to grant such an extension could result in a requirement that Mr.
Villanueva divest either his interest in KSMS or in the Company.
FOREIGN OWNERSHIP RESTRICTIONS
The Communications Act limits the amount of capital stock that aliens may
own in a broadcast station licensee and in the parent company of a licensee. No
broadcast license may be held by a corporation of which any officer or director
is a non-citizen or of which more than one-fifth of its capital stock is owned
or voted by non-citizens or their representatives, by foreign governments or
their representatives, or by non-U.S. corporations. The Company's broadcast
licenses are held by subsidiary companies that are controlled directly or
indirectly by the Company. A broadcast license may not be granted to or held by
any corporation that is controlled, directly or indirectly, by any other
corporation that has a non-citizen as an officer, more than one-fourth of whose
directors are non-citizens, or more than one-fourth of whose capital stock is
owned or voted by non-citizens or their representatives, by foreign governments
or their representatives, or by non-U.S. corporations, if the FCC finds that the
public interest will be served by the refusal or revocation of such license. The
Company's Restated Certificate of Incorporation provides that the transfer of
the Company's capital stock, whether voluntary or involuntary, will not be
permitted and will be ineffective if such transfer would violate (or would
result in a violation of) the Communications Act or any of the rules or
regulations promulgated thereunder.
COVERAGE AND MUST-CARRY RIGHTS
The FCC has adopted regulations implementing the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"). These regulations
required television broadcasters to elect, at three-year intervals beginning
June 17, 1993, whether to exercise either certain "must carry" or
"retransmission consent" rights in connection with their carriage by local cable
television systems. Those stations that elected to exercise must carry rights
could demand carriage on a specified channel on cable systems within their DMA.
However, these must carry rights are not absolute, but are dependent on
variables such as the number of activated channels on, and location and size of,
the cable system, the amount of duplicative programming on a broadcast station,
the channel positioning demands of other broadcast stations and the signal
quality of the stations at the cable system's principal headend. LPTVs have very
limited must carry rights, although cable systems cannot retransmit LPTV
stations' signals without their consent. The Company's owned and operated
full-power stations in the United States have elected "must carry" rights. A
determination of the constitutionality of the must-carry rules is now waiting
the resolution by a special three-judge panel of the U.S. District Court for the
District of Columbia on remand by the U.S. Supreme Court of various factual
questions, most likely followed by another Supreme Court appeal of the new
District Court decision on the constitutional validity of the must-carry rules.
In the meantime, however, the FCC's must-carry regulations implementing the
Cable Act remain in effect.
44
<PAGE>
The Company's stations serving several markets and many of the Company's
affiliates are classified by the FCC as "low-power" stations. Certain of the
Company's owned and operated stations and affiliates increase their coverage
through use of "translators" that rebroadcast the station's signal. Both
low-power and translator stations are referred to as "LPTV" stations and
generally operate at significantly lower levels of power than full-power
stations. Under FCC rules, such LPTV stations operate on a secondary basis; that
is, they are subject to displacement by a full-power station or other facility
if one is licensed and they must tolerate defined levels of electromagnetic
interference from full-power stations.
PROPOSED RULEMARKING
The FCC has undertaken several initiatives to change aspects of television
and radio regulation, particularly with respect to broadcast programming,
station ownership restrictions and attribution rules.
The Commission is conducting a rulemaking proceeding to devise a table of
channel allotments in connection with the introduction of advanced (or "high
definition") television service ("ATV"). The FCC has preliminarily decided to
allot a second broadcast channel to each full-power commercial television
station for ATV operation. According to this preliminary decision, stations
would be permitted to phase in their ATV operations over an approximately
15-year period following adoption of a final table of allotments, at the end of
which they would be required to surrender their non-ATV channel. Alternatively,
Congress is now considering proposals to require incumbent broadcasters to bid
at auctions for the additional spectrum required to effect a transition to ATV.
Under certain circumstances, conversion to ATV operations may reduce a station's
geographical coverage area. In addition, the FCC will maintain the secondary
status of LPTV stations in connection with its implementation of a channel
allotment plan for ATV. The Commission has acknowledged that ATV channel
allotment may involve displacement of existing LPTV stations, particularly in
major television markets. A number of the Company's owned and operated and
affiliated low-power stations may be affected.
The Commission has issued a notice of proposed rulemaking to consider
changes to its attribution rules. The FCC also is conducting a rulemaking
proceeding to consider changes to its television multiple ownership rules that
might increase the number of television stations that may be commonly owned on a
national basis, relax the local joint co-ownership prohibition from Grade B
contour overlaps to Grade A overlaps only, and review the radio-television
ownership restriction. Alternative legislation being considered by Congress, if
enacted, might eliminate all broadcast multiple ownership restrictions, or,
alternatively, would require the FCC to review and modify or eliminate ownership
rules that are not necessary for fair competition and diversity of information.
The FCC currently is examining or recently has completed review of several rules
governing the relationship between broadcast television networks and their
affiliated stations. The FCC in 1995 eliminated its former rule prohibiting
ownership by a broadcast television network of television stations in markets
where the existing stations are so few or of such unequal desirability that
competition would be substantially restrained by such ownership. Meanwhile, the
FCC is conducting a rulemaking proceeding to examine its rules prohibiting
broadcast television networks from representing their affiliated stations for
the sale of non-network advertising time and from influencing or controlling the
rates set by its affiliates for the sale of non-network advertising time (the
Company acts as the exclusive representative of its affiliates pursuant to a
waiver of such restriction). Separately, the FCC is conducting a rulemaking
proceeding to consider the relaxation or elimination of its rules prohibiting
broadcast television networks from (a) restricting their affiliates' right to
reject network programming; (b) reserving an option to use specified amounts of
their affiliates' broadcast time; (c) forbidding their affiliates from
broadcasting programming of another network; and (d) owning more than one
broadcast television network; and to consider the relaxation of its rule
prohibiting network affiliated stations from preventing other stations from
broadcasting the programming of their network.
Significant areas of regulation remain, however, and the FCC continues to
enforce strictly its regulations in several such areas, including equal
employment obligations, children's programming, "indecent" programming
restrictions, the "character qualifications" of licensees, political
advertising, environmental concerns, technical operating matters and antenna
tower maintenance. There are additional FCC regulations and policies, and
regulations and policies of other federal agencies governing
45
<PAGE>
network-affiliate relations, political broadcasts, public affairs programming,
equal employment opportunity, taxation and other areas affecting the business
and operations of broadcast stations. Proposals for additional or revised rules
are considered by federal regulatory agencies and Congress from time to time.
The Company cannot predict the resolution of these issues or other issues
discussed above, although their outcome could, over a period of time, affect,
either adversely or favorably, the broadcasting industry.
The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act or other Congressional acts or of the
regulations and policies of the FCC thereunder. Reference is made to the
Communications Act, other Congressional acts, such regulations and policies, and
the public notices promulgated by the FCC for further information. The laws,
rules, regulations and interpretations governing the Company's business are
revised from time to time and it is not possible to predict the effect that
future regulatory changes will have on the Company's business.
PROPERTIES
In 1994, the Company moved its executive offices from New York City to a
location near Miami, Florida where it has production studios and its network
operations center. These facilities are located in approximately 120,000 square
feet of space under a lease which expires in December 1996, with options to
renew through December 2002.
The Company's New York network and national spot sales and marketing offices
and WNJU's sales and business offices are located in New York City in
approximately 38,000 square feet of leased space. The term of the lease runs
through February 1998.
The offices and studios of KVEA are located in leased premises in Glendale,
California. The two leases expire on January 31, 1997 and on February 1, 1997,
respectively, and each may be renewed for one five-year term. KVEA also leases
its transmitter and broadcast tower site on Mount Wilson in the Los Angeles area
under a month-to-month lease. A new lease is being negotiated.
The offices and studios of WNJU are located in leased premises in Hasbrouck
Heights, New Jersey under a lease that expires in 1999, and WNJU's sales force
and business office occupies office space in the Company's New York sales
office. The transmitter and antenna of WNJU are located on top of One World
Trade Center in New York City under a lease that expires in April 1999 with an
option to renew through April 2004.
The offices and studios of WSCV are located in the same leased premises
occupied by the Company's network operations center in Hialeah, Florida. In
addition, WSCV leases space for its antenna and transmitter in Miami, Florida
under a lease that expires in 2003, with options to renew through 2010.
The offices and studio of KTMD are located in leased premises in Houston,
Texas. The lease covering these premises expires on December 31, 1997. KTMD's
tower and transmitter are located on property owned by KTMD between Houston and
Galveston.
The offices and studio of KVDA are located in owned premises of
approximately 20,000 square feet in San Antonio, Texas. The transmitter and
broadcast tower of KVDA are located on approximately 80 acres of owned land
outside of San Antonio.
The offices and studios of KSTS are located in leased premises in San Jose,
California under leases that expire in 1998. The transmitter and antenna of KSTS
are located on leased property on Monument Peak, outside of San Jose, under a
lease that expires in 1998.
The offices and studios of WKAQ and its related production facilities are
located in owned premises consisting of approximately 180,000 square feet in San
Juan, Puerto Rico. The transmitter and broadcast tower of WKAQ are located on
property owned by the Department of Natural Resources of the Commonwealth of
Puerto Rico, which has granted WKAQ a use permit expiring in 1998. WKAQ also
operates several translator facilities to cover small towns in the mountainous
regions of Puerto Rico.
46
<PAGE>
The offices and studios of WSNS are located in owned premises consisting of
approximately 20,600 square feet in Chicago, Illinois. The transmitter and
antenna of WSNS are located on top of the Hancock Tower in Chicago under a lease
which expires in 1999 with an option to renew through 2009.
In addition, the Company leases various properties throughout the country in
which its LPTVs, broadcasting equipment, sales and other offices are located.
None of these properties are material to the Company's business.
EMPLOYEES
As of September, 1995, the Company and its subsidiaries had approximately
1,040 full-time employees, approximately 200 of whom were employees of WKAQ in
Puerto Rico. Approximately 60 employees at WNJU's studio facility in New Jersey,
approximately 25 employees at KSTS and approximately 120 employees of WKAQ are
covered by union contracts. The Company believes its relations with its
employees and unions are satisfactory. WSNS, the Company's affiliated station in
Chicago, in which the Company has recently agreed to acquire a majority
interest, has approximately 80 employees, of which approximately one-half are
unionized. The unionized employees at WSNS have been operating without an
executed collective bargaining agreement for approximately two years. However,
the Company does not believe this to be a significant operating risk.
LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in certain litigation arising
in the normal course of their businesses. In addition, the Company was involved
in the following proceedings. The Company believes that none of the proceedings
in which it is involved will have a material adverse effect on the Company or
its business.
TELENOTICIAS PROCEEDING
On October 16, 1995, TNNI a wholly-owned subsidiary of the Company which
holds partnership interests in TeleNoticias, filed an action in New York Supreme
Court, New York County against its partners to address certain corporate
governance issues affecting TeleNoticias. In its complaint, TNNI asserts a cause
of action for breach of a stockholders agreement, a cause of action for a
declaration that TNNI has the right to nominate the President of TeleNoticias, a
cause of action for a declaration that certain "board" resolutions are invalid,
and a cause of action for breach of fiduciary duty. Certain of the defendants
have asserted counterclaims against TNNI for injunctive and declaratory relief
as well as for damages in an unliquidated amount. The Company believes that the
outcome of this litigation will not result in a material adverse effect on the
Company or on the Company's ability to have its news programs produced in the
event that, for any reason, TeleNoticias no longer produces the Company's news
programs.
DENVER AFFILIATE PROCEEDING
On September 18, 1995, the Company instituted a lawsuit against Channel 59
of Denver, Inc. ("KUBD"), a broadcast affiliate of the Company whose ownership
had recently changed, in the District Court, County of Denver, Colorado seeking
to enjoin KUBD from discontinuing the broadcast of Telemundo programming. On
September 28, 1995, the Company obtained a preliminary injunction that requires
KUBD to continue to broadcast Telemundo programming consistent with its
broadcast schedule for a maximum period of six months. On November 17, 1995, the
Company and KUBD entered into a settlement agreement pursuant to which KUBD will
remain a Telemundo affiliate through March 31, 1996, subject to the right of
Company to extend the agreement for up to four successive one month periods. The
Company is currently negotiating with a potential replacement for this affiliate
in the market.
CHAPTER 11 REORGANIZATION
On June 8, 1993, certain holders of the outstanding public debt of the
Predecessor and the indenture trustee for such debt filed an involuntary
petition against the Predecessor under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The petition was filed solely against the Predecessor and
did not include its
47
<PAGE>
subsidiaries. At the time of the involuntary filing, the Predecessor was in
default on all of its public debt, aggregating approximately $309 million
(including unpaid interest). On July 30, 1993, the Predecessor consented to the
entry of an order for relief under Chapter 11 of the Bankruptcy Code.
On December 30, 1994 (the "Consummation Date"), the Predecessor consummated
the Reorganization. Pursuant to the Reorganization, holders of allowed claims
against the Predecessor received on the Consummation Date one or more of the
following forms of consideration: cash; Old Notes; new common stock, $.01 par
value ("Common Stock"), divided into two series, Series A ("Series A Common
Stock") and Series B ("Series B Common Stock"); and/or five-year warrants
("Creditor Warrants") to purchase Series A Common Stock at an exercise price of
$7.00 per share. Pursuant to the Reorganization, as of the Consummation Date,
all of the Predecessor's then-outstanding common stock and all other equity
interests in the Predecessor were canceled. The existing stockholders were given
the right to purchase 1,450,000 shares of Series A Common Stock. Reliance agreed
to acquire Series A Common Stock not acquired by other stockholders, for which
Reliance received warrants ("Reliance Warrants," together with the Creditor
Warrants, the "Warrants") to purchase an additional 416,667 shares of Series A
Common Stock at an exercise price of $7.19 per share. A total of approximately
$36,000,000 in cash; $116,889,000 principal amount of Old Notes; 4,388,394
shares of Series A Common Stock; 5,611,606 shares of Series B Common Stock (for
a total of 10,000,000 shares of Common Stock); and 1,056,417 Warrants (639,750
Creditor Warrants and 416,667 Reliance Warrants) were distributed in accordance
with the Reorganization.
Immediately prior to the Consummation Date, Reliance owned or controlled
58.4% of the Predecessor's then-outstanding common stock (the "Old Common
Stock"). Pursuant to the Reorganization, all of the Old Common Stock was
canceled. Following the Consummation Date and pursuant to the Reorganization,
Reliance received certain shares of Series A Common Stock and the Reliance
Warrants. See "Principal Stockholders."
Pursuant to the Reorganization, Reliance and the holders of certain creditor
classes of the Predecessor were given the right to designate certain members of
the Predecessor's Board of Directors as of the Consummation Date and have since
given up such rights. Following the Consummation Date, the Holders of Series B
Common Stock voting as a series are entitled, for a period of five years or a
shorter period upon the occurrence of certain events, to elect a majority of the
Board of Directors of the Company. Following the Consummation Date, the holders
of the Series A Common Stock voting as a series are entitled to elect the
remaining members of the Board of Directors of the Company. See "Risk Factors --
Ownership by Major Stockholders" and "Principal Stockholders."
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<PAGE>
MANAGEMENT
The following table sets forth the name, age and position of each of the
executive officers and directors of the Company as of November 1, 1995:
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- --- -----------------------------------------
<S> <C> <C>
Roland A. Hernandez 38 President and Chief Executive Officer,
and Director
Jose C. Cancela 38 Executive Vice President
Stephen J. Levin 46 Executive Vice President
Peter J. Housman II 44 Chief Financial Officer and Treasurer
Stuart Livingston 37 Senior Vice President, Operations and
Administration and Secretary
Horace G. Dawson, III 41 Assistant General Counsel and Assistant
Secretary
Raymond R. Gutierrez 40 Vice President, Human Resources
Leon D. Black 44 Chairman of the Board and Director
Guillermo Bron 43 Director
Bruce H. Spector 53 Director
Edward M. Yorke 36 Director
Alan Kolod 47 Director
Barry W. Ridings 43 Director
David E. Yurkerwich 43 Director
</TABLE>
On August 18, 1995, Arthur M. Goldberg, the sole General Partner of Nugget
Partners, L.P. ("Nugget") a New Jersey limited partnership, resigned as a
Director of the Company effective August 21, 1995. The vacancy created may only
be filled by the holders of the Series A Common Stock or directors elected by
the holders of the Series A Common Stock. See "Principal Stockholders."
ROLAND A. HERNANDEZ has been a Director of the Company since August 1989 and
was reappointed to office as of December 30, 1994 upon consummation of the
Reorganization. In March 1995, the Board of Directors installed Mr. Hernandez as
President and Chief Executive Officer of the Company. Since 1987, Mr. Hernandez
has been an executive officer of the corporate general partner of Interspan
Communications ("Interspan"), a California limited partnership that owns
Spanish-language television station KFWD, Channel 52, a Company affiliate
serving the Dallas/Fort Worth market. See "Related Party Transactions."
JOSE C. CANCELA became Executive Vice President of the Company in April
1995. From June 1992 until April 1995, he served as President, Station Group of
the Company. He served as Senior Vice President of Univision Station Group, Inc.
from September 1991 until June 1992.
STEPHEN J. LEVIN became Executive Vice President of the Company in April
1995. From November 1993 to March 1995, Mr. Levin was Sales Manager for National
Cable Advertising, Inc., a broadcast time sales company. From February 1993 to
October 1993, he was a marketing consultant to various radio and television
broadcasting companies. From June 1991 to November 1992, Mr. Levin served as
General Manager of WNJU, the Company's station serving the New York Market Area,
and from February 1989 to June 1991, Mr. Levin was the General Manager of KVEA,
the Company's station serving the Los Angeles Market Area.
49
<PAGE>
PETER J. HOUSMAN II became Chief Financial Officer and Treasurer of the
Company in February 1987.
From February 1991 until April 1995, he also served as President, Business and
Corporate Affairs of the Company. Mr. Housman served as Senior Vice President of
the Company from February 1987 until February 1991 and served as Senior Vice
President, Treasurer and Chief Financial Officer of the Company's predecessor
from November 1986 to February 1987.
STUART LIVINGSTON became Senior Vice President, Operations and
Administration of the Company in April 1995 and Secretary in September 1995.
From January 1994 to March 1995, Mr. Livingston was Vice President of Affiliate
Relations for Univision. From September 1989 to December 1993, Mr. Livingston
was Vice President of Broadcast Operations of Univisa, Inc., a U.S. subsidiary
of Televisa.
HORACE G. DAWSON, III became Assistant General Counsel and Assistant
Secretary of the Company in September 1992. Mr. Dawson served as Corporate
Counsel of the Company from 1987 to September 1992.
RAYMOND R. GUTIERREZ became Vice President, Human Resources of the Company
in September 1993. Mr. Gutierrez served as Director, Human Resources of the
Company from 1990 until September 1993.
LEON D. BLACK became Chairman of the Board of Directors of the Company as of
December 30, 1994 upon consummation of the Company's Reorganization. Mr. Black
is one of the founding principals and a limited partner of Apollo Advisors, L.P.
("Apollo Advisors") which, together with an affiliate, acts as managing general
partner of Apollo Investment Fund, L.P., AIF II, L.P. ("AIF II"), and Apollo
Investment Fund III, L.P., private securities investment funds. AIF II is the
manager of TLMD Partners. Mr. Black also is a founding principal of Lion
Advisors, L.P. ("Lion Advisors") which acts as financial advisor to and
representative for certain institutional investors with respect to securities
investments. Mr. Black is a director of Samsonite, Inc., Big Flower Press, Inc.,
Converse, Inc., Interco, Incorporated, and Gillett Holdings, Inc.
GUILLERMO BRON became a director of the Company as of December 30, 1994 upon
consummation of the Reorganization. From July 1994 to the present, Mr. Bron has
been an officer, director and principal stockholder of the corporate general
partner of Bastion Partners, L.P., a Delaware limited partnership ("Bastion
Partners"), which is the general partner of Bastion, an investment fund and a
principal stockholder of the Company. Mr. Bron is a director of Pan American
Bank.
BRUCE H. SPECTOR became a director of the Company as of December 30, 1994
upon consummation of the Reorganization. Since October 1992, Mr. Spector has
been a consultant to Apollo Advisors. In March 1995, Mr. Spector became a
principal of Apollo Advisors. Mr. Spector is a director of Gillett Holdings,
Inc.
EDWARD M. YORKE became a director of the Company as of June 1995. Since
1992, Mr. Yorke has been a principal of Apollo Advisors and Lion Advisors and
since March 1995 of Apollo Advisors II, L.P. From 1990 to 1992, Mr. Yorke was a
Vice President in the high-yield capital markets group of BT Securities Corp.,
an investment banking firm. Mr. Yorke is a director of Aris Industries, Inc.,
Big Flower Press, Inc., Salant Corporation and Webcraft Technologies, Inc.
ALAN KOLOD became a director of the Company as of December 30, 1994 upon
consummation of the Reorganization. Mr. Kolod has been a member of the New York
law firm Moses & Singer LLP since December 1989.
BARRY W. RIDINGS became a director of the Company as of March 1995. Mr.
Ridings has been a Managing Director of the investment banking firm Alex. Brown
& Sons Incorporated since March 1990. Mr. Ridings is currently a director of
Greenman Brothers, Inc., New Valley Corporation, Norex America, Inc., SubMicron
Systems Corporation, Tiger Direct, Inc., TransCor Waste Services Inc. and
Trinity Americas Inc. See "Underwriting."
DAVID E. YURKERWICH became a director of the Company as of March 1995. Mr.
Yurkerwich is a founder and Vice Chairman of Peterson Consulting L.P., a
litigation, dispute and economic consulting firm of which Mr. Yurkerwich has
been a member since 1980.
50
<PAGE>
PRINCIPAL STOCKHOLDERS
At November 1, 1995, there were approximately 124 holders of record of the
Company's Common Stock. The Company's Common Stock is divided into Series A
Common Stock and Series B Common Stock (collectively, the "Common Stock"). At
November 1, 1995, there were 5,881,710 shares of Series A Common Stock and
4,118,414 shares of Series B Common Stock outstanding.
Except as noted below, the following table sets forth information regarding
the ownership of the Company's Common Stock at November 1, 1995 by (a) all
persons known to the Company to be the beneficial owners of more than 5% of the
Company's Series A Common Stock or Series B Common Stock outstanding at November
1, 1995, (b) each director and executive officer of the Company, and (c) all
directors and executive officers of the Company as a group. Except as noted
below, to the Company's knowledge, each such owner has sole voting and
investment power for the shares indicated as beneficially owned by them.
<TABLE>
<CAPTION>
SERIES A COMMON STOCK SERIES B COMMON STOCK
-------------------------------- -------------------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF NATURE OF NATURE OF
BENEFICIAL PERCENTAGE OF BENEFICIAL PERCENTAGE OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS OWNERSHIP CLASS OWNERSHIP
- ----------------------------------- ------------- ----------------- ------------ ----------------- ----------------
<S> <C> <C> <C> <C> <C>
TLMD Partners II, L.L.C. 41,776(2) * 1,550,465 37.6% 1,592,241(2)
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, NY 10577 (1)
Bastion Capital Fund, L.P. 374,997 6.4 882,688 21.4 1,257,685(3)
Suite 2960
1999 Avenue of the Stars
Los Angeles, CA 90067 (1)
Reliance Group Holdings, Inc. 1,133,158 18.8 -- -- 1,133,158(4)
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Nugget Partners, L.P. 540,030 9.2 -- -- 540,030(5)
c/o DiGiorgio Corporation
2 Executive Drive, Suite 400
Somerset, NJ 08873
Hernandez Partners 49,998 * 450,001 10.9 499,999(6)
900 S. Garfield Avenue
Alhambra, CA 91801 (1)
Odyssey Partners 122,940 2.1 273,671 6.6 396,611(7)
31 West 52 Street
New York, New York 10019
Leon D. Black (1) 2,933 * 200,000 4.9 202,933(2)
Guillermo Bron (1) 374,997 6.4 882,688 21.4 1,257,685(3)
Roland A. Hernandez (1) 49,998 * 450,001 10.9 499,999(6)
Alan Kolod 500 * -- -- 500
David E. Yurkerwich 1,000 * -- -- 1,000
All directors and executive
officers
as a group** 429,428 7.3 1,532,689 37.2 1,962,117
<CAPTION>
PERCENTAGE OF
TOTAL COMMON
NAME OF BENEFICIAL OWNER STOCK
- ----------------------------------- -----------------
<S> <C>
TLMD Partners II, L.L.C. 15.9%
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, NY 10577 (1)
Bastion Capital Fund, L.P. 12.6
Suite 2960
1999 Avenue of the Stars
Los Angeles, CA 90067 (1)
Reliance Group Holdings, Inc. 11.2
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055
Nugget Partners, L.P. 5.4
c/o DiGiorgio Corporation
2 Executive Drive, Suite 400
Somerset, NJ 08873
Hernandez Partners 5.0
900 S. Garfield Avenue
Alhambra, CA 91801 (1)
Odyssey Partners 4.0
31 West 52 Street
New York, New York 10019
Leon D. Black (1) 2.0
Guillermo Bron (1) 12.6
Roland A. Hernandez (1) 5.0
Alan Kolod *
David E. Yurkerwich *
All directors and executive
officers
as a group** 19.6
</TABLE>
- ------------------------
* Less than 1%
** None of the directors and executive officers of the Company listed in
"Management," which have been excluded from this table, beneficially owns
any Common Stock of the Company.
51
<PAGE>
(1) TLMD Partners, a Delaware limited liability company, Bastion, Hernandez
Partners, a California partnership ("Hernandez Partners"), and Mr. Black
(collectively, the "Major Stockholders"), collectively own 427,930 shares of
Series A Common Stock, constituting 7.3% of the Series A Common Stock
outstanding (excluding warrants described in Footnote 2), and 3,083,154
shares of Series B Common Stock, constituting 74.9% of the Series B Common
Stock outstanding. In total, the Major Stockholders own 3,511,084 shares of
Common Stock, constituting 35.1% of the Common Stock outstanding.
The Major Stockholders have entered into the Shareholders Agreement pursuant
to which each of them has agreed subject to the provisions of the
Shareholders Agreement, among other things, to use its reasonable best
efforts to cause Mr. Black (or his nominee), two nominees of TLMD Partners,
a nominee of Bastion and a nominee of Hernandez Partners to be elected to
the Board of Directors of the Company. Pursuant to the Shareholders
Agreement, the Major Stockholders have agreed that all of the shares of
Common Stock owned by each of them will be voted by a voting committee
comprised of three members, one of which is appointed by TLMD Partners, one
of which is appointed by Bastion and one of which is an independent member
(as defined in the Shareholders Agreement). Currently, the members of the
voting committee are John Hannan, a principal and limited partner of Apollo
Advisors, Mr. Bron, a director of the Company, and Alan Abramson, a private
investor, respectively. The addresses of Messrs. Hannan, Bron and Abramson
are c/o Apollo Management, L.P., 1301 Avenue of the Americas, New York, NY
10019, 1999 Avenue of the Stars, Suite 2960, Los Angeles, CA 90067, and c/o
Abramson Brothers Inc., 501 5th Avenue, New York, New York 10017,
respectively. The parties to the Shareholders Agreement have appointed the
voting committee as their attorney-in-fact and proxy to vote all shares of
Common Stock owned by such parties as to which a vote of stockholders is
required (including as relates to the election of directors as contemplated
above). The Shareholders Agreement (other than certain provisions relating
to the rights of Major Stockholders other than TLMD Partners to participate
in certain sales of Common Stock by TLMD Partners and specified transferees)
will terminate on the earlier of the date when no shares of Series B Common
Stock are outstanding and the date when TLMD ceases to own shares of Series
B Common Stock representing at least 245,003 shares of Series B Common
Stock. The Shareholders Agreement (other than such sale participation
rights) may also be terminated as of the date specified by TLMD Partners in
a written notice delivered to the other Major Stockholders, subject to the
receipt of any regulatory approvals.
Each Major Stockholder disclaims beneficial ownership of any shares of
Common Stock which it does not directly own.
(2) Includes warrants expiring December 30, 1999 representing the immediate
right to purchase 41,774 shares of Series A Common Stock at an exercise
price of $7.00 per share. Warrants to purchase 29,242 shares of Series A
Common Stock are owned by Artemis America, G.P., a Delaware general
partnership. Voting, dispositive and investment power with respect to the
securities held by Artemis America, G.P. have been vested in Lion Advisors
pursuant to an investment management agreement. The remaining warrants to
purchase 12,532 shares of Series A Common Stock are owned by AIF II. AIF II
is the manager of TLMD Partners and has sole dispositive power with respect
to the securities held by TLMD Partners. Mr. Black and Mr. Yorke are
associated with Apollo Advisors, and Lion Advisors. TLMD Partners, Mr.
Black, Mr. Yorke and Mr. Spector disclaim beneficial ownership of the
warrants held by AIF II and Artemis America, G.P.
(3) The sole general partner of Bastion is Bastion Partners. The only general
partners of Bastion Partners are Bron Corp., a Delaware corporation ("BC"),
and Villanueva Investments, Inc., a Delaware corporation ("VII"). The sole
holder of voting stock and the sole director and officer of BC is Mr. Bron.
The sole holder of voting stock of VII is the Daniel Villanueva Living
Trust, a trust created under the laws of California, the co-trustees of
which are Daniel D. Villanueva and Myrna E. Villanueva. Mr. Villanueva is
the sole director and principal officer of VII. Messrs. Bron and Villanueva
are the managing directors of Bastion Capital Corp., which manages the
affairs of Bastion pursuant to a management agreement.
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(4) The information on Reliance and its beneficial ownership of the Company's
Common Stock is based on a Schedule 13D filed with the Securities and
Exchange Commission, which was last amended on November 17, 1995. Of the
amount shown, 82 shares are held beneficially by Reliance, 300,459 shares
are held beneficially by Reliance Insurance Company ("RIC"), an indirect
wholly owned subsidiary of Reliance, and 832,617 shares are held
beneficially by United Pacific Insurance Company, a wholly owned subsidiary
of RIC. The amount shown also includes warrants to purchase 32 shares of
Series A Common Stock beneficially owned by RIC and warrants to purchase 6
shares of Series A Common Stock beneficially owned by Reliance, both at an
exercise price of $7.00 per share, which warrants are immediately
exercisable until December 30, 1999. Includes warrants beneficially owned by
RIC to purchase 138,889 shares of Series A Common Stock which warrants
become exercisable on December 30, 1995 but does not include warrants
beneficially owned by RIC to purchase 277,778 shares of Series A Common
Stock at an exercise price of $7.19 per share, one-third of which warrants
become exercisable on each of December 30, 1996 and 1997 for five-year
periods from the date they become exercisable. Saul P. Steinberg, the
Chairman of the Board of the Company until December 30, 1994, and affiliated
trusts own or control approximately 46% of the outstanding common stock of
Reliance. Mr. Steinberg disclaims beneficial ownership of all of these
shares of Common Stock and warrants. See "-- Related Party Transactions."
(5) The information with respect to Nugget and its beneficial ownership of
shares of the Company's Common Stock is based on the Schedule 13D filed with
the Securities and Exchange Commission, which was last amended on September
19, 1995. Mr. Goldberg is the sole General Partner of Nugget. All of the
shares shown are beneficially owned directly by Nugget. Mr. Goldberg, in a
letter to the Board of Directors dated September 15, 1995, indicated he
"strongly believe[s]" that "given the current media buying frenzy" the
Company "should seek a sale in order to maximize shareholder value."
(6) The general partners of Hernandez Partners are Mr. Hernandez and Enrique
Hernandez, Jr., his brother. Each of the general partners of Hernandez
Partners has dispositive and voting power with respect to the shares of
Common Stock held by Hernandez Partners, except as described in footnote (1)
above.
(7) The information with respect to Odyssey Partners, L.P. and its beneficial
ownership of shares of the Company's Common Stock is based on the Schedule
13D filed with the Securities and Exchange Commission, which was last
amended on September 29, 1995.
RELATED PARTY TRANSACTIONS
The Major Stockholders have entered into the Shareholders Agreement relating
to the transfer and voting of shares of Common Stock owned by each of the Major
Stockholders. See "Principal Stockholders" above.
On December 30, 1994, in connection with the consummation of the
Reorganization, the Company, Apollo Advisors and RIC entered into a registration
rights agreement pursuant to which the Company agreed to register under the
Securities Act Common Stock held by Apollo Advisors and RIC and certain of their
respective affiliates and transferees (each a "Rights Holder" and collectively,
the "Rights Holders"). Under the registration rights agreement, the Company is
obligated, subject to certain terms and conditions and upon demand by either of
the Rights Holders, to use reasonable diligence to effect and to maintain for
not more than 90 days the registration under the Securities Act of certain
registrable securities as defined in the agreement. The Company is not required
to effect more than two such registrations for each of the Rights Holders with
respect to Common Stock during the term of the agreement. Apollo Advisors has
the right to request and demand registration with respect to Old Notes held by
it and certain affiliates and transferees. A demand for registration under the
agreement must be made by Rights Holders (a) within five years of the date of
the agreement in the case of (i) Common Stock acquired other than through the
exercise of warrants and (ii) the Old Notes and (b) within the later of (i) five
years from the date of the agreement and (ii) two years after the exercise of
warrants in the case
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of Common Stock acquired through the exercise of warrants. In addition, so long
as any of the registrable securities are outstanding, if the Company proposes to
register any of its securities under the Securities Act, whether or not for its
own account, subject to certain specified exceptions, the Rights Holders have
the right to request the Company to include the Rights Holders' registrable
securities in such registration, subject to certain terms and conditions.
On August 21, 1995, pursuant to the registration rights agreement, RIC
notified the Company of its intention to exercise its right to demand the
registration of the offer and sale of approximately one million shares
beneficially owned by RIC. On September 13, 1995, the Company notified RIC that
the Company intended to exercise its rights under such agreement to postpone the
filing of a registration statement with respect to the shares held by RIC
subject to the request made by RIC. This period of postponement may not exceed
135 days.
Apollo beneficially owns 41.6% of the aggregate outstanding principal amount
of the Old Notes. Apollo has agreed to tender its Old Notes in the Repurchase
Offer, to deliver its Consent to the Proposed Amendments, to not revoke such
Consent prior to the initial Consent Date (5:00 p.m., New York City time, on
December 26, 1995) and to not transfer any interest in such Old Notes prior to
such initial Consent Date unless such transferee (and any further transferees)
agrees, among other things, to not revoke such Consent prior to such initial
Consent Date. If by the Consent Date the Company receives Consents from the
holders of at least a majority of the aggregate outstanding principal amount of
the Old Notes, subject to the terms and conditions of the Repurchase Offer and
Consent Solicitation, the Proposed Amendments will be approved and binding on
all holders of Old Notes and Apollo would receive approximately $486,000 in
Consent Fees.
During 1994, RIC provided the Company and its subsidiaries with certain
insurance coverage at a cost of approximately $200,000.
Interspan owns and operates television station KFWD, Channel 52, the
Company's Dallas/Forth Worth network affiliate. Mr. Hernandez is a director and
executive officer of the corporate general partner of Interspan, which is owned
by Mr. Hernandez and his family. Pursuant to Interspan's affiliation agreement
with the Company, Interspan received approximately $1,125,000 in network
compensation during 1994 and paid the Company approximately $189,000 for the
Company's services as the exclusive national sales representative for KFWD.
Moses & Singer LLP, a law firm of which Alan Kolod, a director of the
Company, is a partner, provided legal services to the creditors committee under
the Company's Reorganization, which legal services ultimately were paid for by
the Company. The amount paid by the Company for such services rendered in 1994
was approximately $204,000. Such services were rendered pursuant to the
Reorganization and prior to the time Mr. Kolod became a director.
Management believes that the transactions described above were on terms no
less favorable to the Company than could be obtained in arm's length
transactions with unaffiliated parties.
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THE ACQUISITION
THE PURCHASE AGREEMENT
The following is a summary of certain provisions of the Purchase Agreement
for the Acquisition. Such summary is qualified in its entirety by reference to
the Purchase Agreement.
THE ACQUISITION. On November 8, 1995, Telemundo of Chicago, Inc. ("TCI"), a
subsidiary of Telemundo, entered into a definitive agreement to acquire,
directly and indirectly, an aggregate 74.5% interest in Video 44. The Purchase
Agreement provides for TCI to acquire all of the outstanding stock of Harriscope
of Chicago, Inc. ("Harriscope"), which owns a 50% interest in Video 44, from a
subsidiary of Oak Industries, Inc. ("Oak") and the other stockholders of
Harriscope and for TCI to acquire a 24.5% direct interest in Video 44 from such
Oak subsidiary (such selling parties, collectively, the "Sellers"). The purchase
price for such acquisition is $44.7 million (subject to adjustment based upon,
among other things, the net working capital of Video 44 on the date of closing),
payable as follows: $14.7 million to Oak with respect to its 24.5% direct
interest in Video 44 and $30 million to the stockholders of Harriscope for all
of the outstanding stock of Harriscope.
LIQUIDATED DAMAGES. On November 9, 1995 TCI deposited $1.5 million in
escrow pending the closing of the transaction or termination of the Purchase
Agreement. Sellers will be entitled to the escrowed amounts upon satisfaction of
certain specified requirements if, among other things, TCI defaults in the
performance of its obligations under the Purchase Agreement in any material
respect and if, as a result of such default, the conditions precedent to TCI's
or Sellers' obligations to close are not satisfied, or TCI shall be unable to
secure adequate financing to consummate the Acquisition, and, as a result, the
transactions contemplated by the Purchase Agreement are not consummated. In
general, failure to obtain FCC approval of the Acquisition will not, in and of
itself, entitle Sellers to the escrowed amounts.
CONDITIONS TO CLOSING. The transactions contemplated by the Purchase
Agreement are subject to receipt of FCC approval, expiration or termination of
any applicable Hart-Scott-Rodino Antitrust Improvement Act waiting period and
satisfaction or waiver of certain customary closing conditions set forth in the
Purchase Agreement.
The Purchase Agreement requires that an FCC Order (as defined in the
Purchase Agreement) approving the Acquisition shall have become a Final Order
(defined to be an FCC Order no longer subject to judicial, administrative or
other review); provided that TCI may, at its sole option, waive this condition
in order to close after December 31, 1995 following issuance of an FCC Order
which has not yet become a Final Order.
TERMINATION. The Purchase Agreement may be terminated upon mutual agreement
of the parties thereto. In addition, if (a) an FCC Order has not become a Final
Order or the closing has not occurred on or before the date which is six months
after the filing of a transfer of control application with the FCC (b) the FCC
designates such FCC application for an evidentiary hearing, or (c) the FCC
denies transfer of the Video 44 interests or issues a Final Order in connection
with such FCC application with conditions (other than conditions to the WSNS
license existing as of the date of the Purchase Agreement) which are materially
adverse to TCI or Telemundo or in any way materially diminish TCI's operating
rights with respect to WSNS (provided TCI is not in material breach under the
Purchase Agreement), TCI may terminate the Agreement with proper notice. Sellers
will also have a similar right to terminate the Purchase Agreement upon the
occurrence of (a) or (b) above. The transfer of control application was filed
with the FCC on November 9, 1995.
INDEMNIFICATION. Following the closing of the Acquisition, Sellers have
agreed, subject to certain limitations, to indemnify and hold TCI harmless from
and against certain liabilities, damages, losses, costs and expenses ("Claims")
arising out of or accruing from a breach of representations made by Sellers or
non-compliance with covenants made by Sellers contained in the Purchase
Agreement, and certain taxes incurred, or attributable to events occurring,
prior to closing for which Video 44 or Harriscope may be liable. In general,
these indemnification obligations continue for 18 months after closing
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(subject to extension to the extent of any pending Claim) with longer periods
for certain matters, and are subject to a maximum aggregate indemnity of $4.5
million for certain matters, with a maximum limit of $44.7 million for certain
specified matters relating to, among other things, title matters and taxes.
TCI has agreed to provide similar indemnification relating to, among other
things, Claims arising out of or accruing from a breach of representations made
by TCI, noncompliance with certain covenants of TCI contained in the Purchase
Agreement and certain actions of TCI relating to post-closing operation of Video
44, subject to a maximum aggregate indemnity of $4.5 million.
THE JOINT VENTURE AGREEMENT
At the closing of the Acquisition, TCI, Harriscope and the remaining 25.5%
owner of Video 44, Essaness Theatres Corporation, a Delaware corporation
("Essaness"), will enter into a partnership agreement (the "Joint Venture
Agreement") relating to Video 44. The following is a summary of certain
provisions of the Joint Venture Agreement, and is qualified in its entirety by
reference to the Joint Venture Agreement.
MANAGEMENT. The Joint Venture Agreement provides, among other things, that
overall management and control of the business and affairs of Video 44 shall be
vested exclusively in TCI, subject to certain approval rights granted to
Essaness with respect to certain specified major decisions.
PREFERRED DISTRIBUTION. According to the terms of the Joint Venture
Agreement, Essaness is entitled to a minimum annual preferred distribution
(payable monthly), of $2.55 million in 1996 (such $2.55 million increasing by
10% for each fiscal year subsequent to the 1996 fiscal year) subject to
reduction in the amount of Essaness' proportionate share of capital expenditures
(which for the purpose of calculating the minimum distribution is deemed to be
$300,000 in 1996, increasing 10% annually in subsequent years). The Joint
Venture Agreement provides that, in general and as long as Essaness remains a
partner of Video 44, to the extent that Essaness receives a distribution
pursuant to the preferred distribution provisions in any year that exceeds the
amounts it would have been entitled to receive in the absence of such provision
(the "Excess Payment"), the amount of such Excess Payment shall be deducted and
distributed to TCI and Harriscope from amounts otherwise distributable to
Essaness in excess of the mimimum distribution in subsequent years. Remaining
amounts of distributable cash (calculated in accordance with the Joint Venture
Agreement) will generally be distributed to the partners of Video 44 in
accordance with their interests in the Joint Venture. Such preferred
distribution provisions terminate upon a transfer of Essaness' interest (other
than to permitted transferees).
TRANSFER; PURCHASE RIGHT. In general, transfers of interests in Video 44
(other than transfers to certain permitted transferees, which include the
Company in the case of TCI) are subject to a right of first refusal in favor of
the other parties to the Joint Venture Agreement.
Commencing 54 months after closing, TCI may notify Essaness of its desire to
purchase all of Essaness' interest in Video 44. If TCI and Essaness cannot reach
agreement on terms, TCI may, after 58 months following the closing, formally
offer to purchase Essaness' interest. Upon receiving such offer, Essaness may
either accept the offer or deliver a bona fide counteroffer from a third party
(in which Essaness may have a minority interest) to purchase all the interests
held by TCI and Harriscope on terms no less favorable than TCI's offer and at a
purchase price based upon a total valuation of Video 44 that is greater than the
valuation contained in TCI's offer. If such counter-offer is made, TCI may
either accept the offer or agree to purchase Essaness' interest at a price based
upon the total valuation of Video 44 set forth in Essaness' counter-offer.
Commencing 72 months after the closing, Essaness may offer to purchase all
of TCI's and Harriscope's interests in Video 44. If TCI and Essaness cannot
reach agreement on terms Essaness may, after 76 months following the closing,
formally offer to purchase TCI's and Harriscope's interests. Upon receiving such
offer, TCI may either accept such offer or deliver a bona fide counter-offer to
purchase all of Essaness' interest on terms no less favorable than the formal
offer, including a purchase price based upon a total valuation of Video 44 that
is greater than the valuation contained in the formal offer. If such
counter-offer is made, Essaness shall sell its interests to TCI.
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AFFILIATION AGREEMENT. The Affiliation Agreement between Telemundo and
Video 44 will remain in effect on substantially the same terms and conditions as
are presently in effect after the consummation of the Acquisition for so long as
Essaness maintains its 25.5% interest. If TCI and Harriscope sell their
interests in Video 44, then the Company has the option to continue the
Affiliation Agreement for one year or terminate such agreement on the date of
such transfer.
CONSENT SOLICITATION AND REPURCHASE OFFER
On November 27, 1995, the Company commenced soliciting Consents to the
Proposed Amendments to the Old Note Indenture. The Company is offering to pay
holders of Old Notes a Consent Fee in cash for Consents delivered but not
revoked prior to the Consent Date (5:00 p.m., New York City time, on December
26, 1995, unless extended), if the Proposed Amendments are adopted. The Company
does not intend to extend the Consent Date. Consents from holders of at least a
majority of the aggregate principal amount of the Old Notes (the "Requisite
Consents") must be received in order for the Proposed Amendments to be approved
and binding on all holders of Old Notes. As soon as the Requisite Consents have
been obtained, the Company and the Trustee under the Old Note Indenture will
execute a supplemental indenture, which would become effective upon execution
but would not become operative until the Acceptance Date (as defined below).
Consent Fees will be paid only after the Acceptance Date, and only if the
Requisite Consents have been obtained. If the Requisite Consents are not
obtained, then the Old Note Indenture will not be amended and no Consent Fees
will be paid.
On November 27, 1995, the Company commenced the Repurchase Offer to
repurchase any and all of its Old Notes in cash (the "Repurchase Offer
Consideration") equal to 100% of their principal amount ($1,000 per $1,000
principal amount) if tendered before the Consent Date and for an amount equal to
85% of their principal amount ($850 per $1,000 principal amount) if tendered on
or after the Consent Date. The expiration date of the Repurchase Offer is 5:00
p.m., New York City time, on December 26, 1995, unless extended. The Company
intends to extend the expiration date of the Repurchase Offer until immediately
prior to the consummation of the Acquisition and the Offering. The Repurchase
Offer is subject to a number of conditions, including receipt of financing
satisfactory to the Company, but is not subject to obtaining the Requisite
Consents or to a repurchase of a minimum principal amount of Old Notes. The
Repurchase Offer Consideration will be paid promptly after the date the Company
decides to accept the Old Notes for purchase pursuant to the Repurchase Offer
(the "Acceptance Date").
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DESCRIPTION OF CERTAIN INDEBTEDNESS
CREDIT FACILITY
In connection with the consummation of the Reorganization, the Company and
its subsidiaries entered into the Credit Facility, a copy of which is
incorporated by reference as an exhibit to the Registration Statement. The
following summary of the material provisions of the Credit Facility as currently
in effect does not purport to be complete, and is subject to, and qualified in
its entirety by reference to, all the provisions of the Credit Facility.
GENERAL. The Credit Facility provides for revolving credit loans, letters
of credit and letter of credit guarantees of the lesser of (i) a borrowing base
(the "Borrowing Base") equal to the sum of $5 million and 80% of eligible
accounts receivable created in the ordinary course of business and (ii) $20
million, less the undrawn or unreimbursed amounts of letters of credit and
letters of credit guarantees outstanding.
SECURITY. In order to secure the Credit Facility, the Company has granted
the lender a security interest in all the Company's accounts receivables, books
and records, equipment, general intangibles, inventory, money and other assets
of the Company.
MATURITY. The Credit Facility will mature on the fifth anniversary thereof
but the Company may terminate the Credit Facility prior to its maturity, upon
ninety-days prior written notice, by the repayment of all amounts outstanding
under the Credit Facility plus an early termination premium that declines over
time.
INTEREST. Interest is payable on the average daily balance outstanding at a
rate of 1.75% plus the highest of the variable rates of interest, per annum,
most recently announced by (i) Bank of America, N.T. & S.A., (ii) Mellon Bank,
N.A., and (iii) Citibank, N.A., or any successor to any of the foregoing
institutions.
COVENANTS. The Credit Facility requires the Company to comply with certain
financial ratios and tests, under which the Company will be required to achieve
certain financial and operating results. The Credit Facility also imposes
restrictions on the Company's ability to incur or guarantee debt, create liens,
dispose of assets, liquidate or make other fundamental changes in the Company,
change its name, undertake a change of control, terminate any communications
license or franchise, make certain capital expenditures, make restricted
payments, make certain investments and undertake transactions with affiliates.
See "Risk Factors -- Substantial Leverage; Restrictive Covenants."
EVENTS OF DEFAULT. The Credit Facility contains customary events of
default, including failure to pay principal and interest when due, failure to
perform covenants under the Credit Facility, a material impairment of the
ability to repay amounts borrowed under the Credit Facility, the attachment of
material property, commencement of insolvency proceedings and certain bankruptcy
actions, the imposition of certain liens on the Company's property, certain
payment defaults on other indebtedness of the Company, payment on indebtedness
subordinated to the Credit Facility except as permitted by the relevant
subordination provisions, any material misrepresentation by the Company and
certain ERISA violations.
INDEMNIFICATION. The Company has agreed to indemnify the lender against any
and all losses, liabilities, claims, damages or expenses relating to the Credit
Facility, including but not limited to reasonable attorney's fees and settlement
costs, unless such damages arise as a result of the lender's gross negligence of
willful misconduct.
CONSUMMATION OF TRANSACTIONS. Consummation of the Transactions will require
a waiver to, amendment of, or repayment of amounts then outstanding under, the
Company's Credit Facility (and to the extent the Company determines it to be
necessary or appropriate, substitution of an alternate credit facility). The
Company believes that it will either obtain such waiver or amendment or will
alternatively repay amounts then outstanding under such Credit Facility (and as
necessary or appropriate, substitute an alternate credit facility).
OLD NOTE INDENTURE
In connection with the consummation of the Reorganization, the Company
issued $116,889,000 aggregate principal amount of the Old Notes pursuant to the
Old Note Indenture, a copy of which is incorporated by reference as an exhibit
to the Registration Statement. The following summary of the material provisions
of the Old Notes and the Old Note Indenture as currently in effect does not
purport to be complete, and is subject to, and qualified in its entirety by
reference to, all the provisions of the Old Note Indenture. For the purposes of
this section, terms not otherwise defined in this section, shall have their
respective meanings as set forth in the Old Note Indenture.
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Pursuant to the Repurchase Offer, the Company will offer to repurchase any
and all of its outstanding Old Notes and will solicit Consents from Holders of
the Old Notes to the amendment of certain terms of the Old Notes and the Old
Note Indenture. These amendments would conform certain of the covenants
contained in the Old Notes and the Old Note Indenture to the similar covenants
in the Senior Notes and the Senior Note Indenture.
GENERAL. The Old Notes, all of which were outstanding at November 27, 1995,
mature on December 30, 2001, are limited to $116,889,000 aggregate principal
amount and are unsecured obligations of the Company.
SINKING FUND. A sinking fund provides for the mandatory redemption of $25
million of the original aggregate principal amount of the Old Notes on each of
December 30, 1999 and December 30, 2000 at a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date. The Company may reduce such obligation with Old Notes acquired
by the Company other than through operation of the sinking fund.
OPTIONAL REDEMPTION. The Old Notes will be subject to redemption at any
time after December 30, 1997, at the option of the Company, in whole or in part,
on not less than 30 nor more than 60 days' prior notice, in amounts of $100 or
an integral multiple thereof, at declining redemption prices set forth in the
Old Note Indenture, together with accrued and unpaid interest, if any, to the
redemption date.
CHANGE OF CONTROL PUT. If a Change of Control shall occur at any time, then
each Holder of the Old Notes shall have the right to require the Company to
purchase such Holder's Old Notes in whole or in part in integral multiples of
$100, at a purchase price in cash in an amount equal to 101% of the principal
amount of such Old Notes, plus accrued and unpaid interest, if any, to the date
of purchase.
CERTAIN COVENANTS. The Old Note Indenture contains a number of covenants
restricting the operation of the Company and its subsidiaries, including
covenants with respect to the following matters: (i) Limitation on Restricted
Payments (in the form of the declaration or payment of certain dividends or
distributions, the repurchase, redemption, retirement or other acquisition of
any capital stock of the Company, or the voluntary prepayment of Subordinated
Indebtedness); (ii) Limitation on Transactions with Affiliates; (iii) Limitation
on Incurrences of Additional Indebtedness and issuances of Disqualified Capital
Stock; (iv) limitation on Payment Restrictions affecting Subsidiaries; (v)
Limitation on Liens; (vi) Sales of Assets; (vii) Limitation on Investments and
(viii) When Company may Merge, etc. Certain of these covenants will be proposed
to be amended in connection with the Consent Solicitation. See
"-- Proposed Amendments to the Old Note Indenture".
SUPPLEMENTAL INDENTURES. The Old Note Indenture permits the Company and the
Trustee, without notice to or the consent of the Holders, to amend or supplement
the Old Note Indenture or the Old Notes for certain specified purposes. Subject
to the absolute and unconditional rights of Holders to receive principal,
premium, if any, and interest, the Company and the Trustee may amend or
supplement the Old Note Indenture or the Old Notes, subject to specified
exceptions, with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Old Notes, and such amendments or
supplemental indentures will be binding on every Holder whether or not such
Holder has consented thereto.
EVENTS OF DEFAULT. The Events of Default under the Old Note Indenture
include provisions that are typical of senior debt financings. Upon the
occurrence of an Event of Default, the Trustee or the Holders of at least 25% in
the aggregate principal amount of outstanding Old Notes may, and the Trustee at
the request of such holders shall, declare all unpaid principal and premium, if
any, and accrued interest on all Old Notes to be due and payable as provided in
the Old Note Indenture.
PROPOSED AMENDMENTS TO THE OLD NOTE INDENTURE
The Proposed Amendments to the Old Note Indenture are intended to conform
the following covenants to the similar covenants in the Senior Note Indenture:
Commission Reports, Limitation on
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Restricted Payments, Limitation on Incurrences of Additional Indebtedness and
Issuances of Disqualified Capital Stock, Limitation on Payment Restrictions
Affecting Subsidiaries, Limitation on Liens, Limitations on Transactions with
Affiliates, Limitation on Investments, and When Company May Merge, Etc. Various
definitions in the Old Note Indenture are proposed to be amended and some new
definitions are proposed to be added in order to conform the Old Note Indenture
to the Senior Note Indenture. There is no assurance that the covenants in the
Senior Notes ultimately issued (or any other debt security that may be issued by
the Company instead of the Senior Notes to finance the Acquisition, the
Refinancing and related fees and expenses) will not be materially different from
the covenants described in "Description of the Senior Notes."
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DESCRIPTION OF THE SENIOR NOTES
The Senior Notes will be issued under an Indenture, dated as of
, 1996 (the "Senior Note Indenture") among the Company and
, as trustee (the "Trustee"). The terms of the Senior Notes
include those stated in the Senior Note Indenture and those made part of the
Senior Note Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), as in effect on the date of the Senior
Indenture. The Senior Notes are subject to all such terms, and holders of the
Senior Notes are referred to the Senior Note Indenture and the Trust Indenture
Act for a statement of them. The following is a summary of the material terms
and provisions of the Senior Notes. This summary does not purport to be a
complete description of the Senior Notes and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Senior Notes
and the Senior Note Indenture (including the definitions contained therein). A
copy of the form of Senior Note Indenture substantially in the form in which it
is to be executed has been filed with the Commission as an exhibit to the
Registration Statement of which this Prospectus is a part. Definitions relating
to certain capitalized terms are set forth under "-- Certain Definitions" and
throughout this description. Capitalized terms that are used but not otherwise
defined herein have the meanings assigned to them in the Senior Note Indenture
and such definitions are incorporated herein by reference. As used under this
caption, the term "Company" refers only to Telemundo Group, Inc. and not to its
subsidiaries or affiliates.
GENERAL
The Senior Notes will mature on , 2006 and will be limited to an
aggregate principal amount at maturity of $ . The Senior Notes will
bear interest from , 1996 at a rate of % per annum until
, 1999, and at a rate of % per annum from and including
, 1999, until maturity. Interest is payable semiannually on
and of each year, commencing , 1996, to the
persons who are holders of record thereof at the close of business on the
or preceding such interest payment date. The Senior
Notes will be issued at a substantial discount from their principal amount at
maturity ( % of the principal amount at maturity).
Interest on the Senior Notes will be computed on the basis of a 360-day year
of twelve 30-day months. Principal and interest will be payable at the office of
the Paying Agent, but, at the option of the Company, interest may be paid by
check mailed to the registered holders of record at their registered addresses.
The Senior Notes will be transferrable and exchangeable at the office of the
Registrar. The Company has initially appointed the Trustee as the Registrar and
the Paying Agent under the Senior Note Indenture. The Senior Notes will be
issued in fully registered form in denominations of $1,000 and any integral
multiple thereof.
RANKING
The Senior Notes will be general unsecured obligations of the Company. The
Senior Notes will rank PARI PASSU with all senior Indebtedness of the Company,
and senior in right of payment to all future subordinated Indebtedness of the
Company. The Senior Notes will be effectively subordinated, however, to (i)
secured Indebtedness of the Company to the extent of the assets securing that
Indebtedness (including any Indebtedness under the Credit Facilities which can
be secured by a Lien on substantially all of the assets of the Company) and (ii)
all Indebtedness of Subsidiaries.
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OPTIONAL REDEMPTION
The Senior Notes may not be redeemed prior to , 2001, subject to
the following paragraphs. On and after that date, the Company may redeem the
Senior Notes, as a whole at any time or in part from time to time, at the
following redemption prices (expressed in percentages of Accreted Value), plus
accrued and unpaid interest to the redemption date:
<TABLE>
<CAPTION>
IF REDEEMED DURING THE PERIOD PERCENTAGE
- -------------------------------------------------------------- ------------
<S> <C>
From , 2001 through , 2002 %
From , 2002 through , 2003 %
From , 2003 through , 2004 %
From , 2004 and thereafter........................ 100.00%
</TABLE>
As described in "Change of Control Offer" below, each holder shall have the
right to require the Company to offer to purchase all or a portion of such
holder's Senior Notes at a purchase price in cash equal to 101% of the Accreted
Value thereof plus accrued and unpaid interest to the date of purchase. For a
discussion of certain issues concerning Change of Control, see "Change of
Control Offer" below.
Notwithstanding the foregoing, the Company may at its option, on one or more
occasions, redeem up to 35% of the aggregate outstanding principal amount of
Senior Notes, at any time and from time to time prior to , 1999,
with the Net Proceeds of one or more Common Stock Offerings, at the following
redemption prices (expressed in percentages of Accreted Value), plus accrued and
unpaid interest to the redemption date, provided that at least [$ ] million
aggregate principal amount at maturity of Senior Notes remain outstanding
immediately after the occurrence of any such redemption:
<TABLE>
<CAPTION>
IF REDEEMED DURING THE PERIOD PERCENTAGE
- -------------------------------------------------------------- ------------
<S> <C>
From , 1996 through , 1997 %
From , 1997 through , 1998 %
From , 1998 through , 1999 %
</TABLE>
In the event of redemption of fewer than all of the Senior Notes, the
Trustee shall select by lot or in such other manner as it shall deem fair and
equitable the Senior Notes to be redeemed. The Senior Notes will be redeemable
in whole or in part upon not less than 30 nor more than 60 days' prior written
notice, mailed by first class mail to a holder's last address as it shall appear
on the register maintained by the Registrar of the Senior Notes. On and after
any redemption date, interest will cease to accrue on the Senior Notes or
portions thereof called for redemption unless the Company shall fail to redeem
any such Senior Note.
SINKING FUND
There will be no mandatory sinking fund payments for the Senior Notes.
CERTAIN COVENANTS
The Senior Note Indenture will contain, among others, the following
covenants. Except as otherwise specified, all of the covenants described below
will appear in the Senior Note Indenture.
LIMITATION ON ADDITIONAL INDEBTEDNESS
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, incur (as defined) any Indebtedness (including
Acquired Indebtedness) unless (a) after giving effect to the incurrence of such
Indebtedness and the receipt and application of the proceeds thereof, the ratio
of the total Indebtedness of the Company and its Restricted Subsidiaries, on a
consolidated basis, to the Company's EBITDA (determined on a pro forma basis for
the preceding four full fiscal quarters of the Company for which financial
statements are available at the date of determination) is less than 7.0 to 1 if
the Indebtedness is incurred prior to eighteen months from the Issue Date and
6.5 to 1 if the Indebtedness is incurred thereafter, determined by giving pro
forma effect to (i) the incurrence of such Indebtedness and (if applicable) the
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was incurred, and the application of such
proceeds occurred, at the beginning of such four fiscal quarters; (ii) the
incurrence, repayment or retirement of any other
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Indebtedness by the Company and its Restricted Subsidiaries since the first day
of such four full fiscal quarters (and all Indebtedness incurred and the receipt
and application of proceeds thereof and all Indebtedness repaid or retired since
the end of the most recently completed fiscal quarter of the Company for which a
balance sheet is available preceding the date of determination) as if such
incurrence (and, if applicable, the application of proceeds), repayment and
retirement occurred at the beginning of such four fiscal quarters; (iii) in the
case of Acquired Indebtedness, the related acquisition as if such acquisition
had occurred at the beginning of such four fiscal quarters; and (iv) any
acquisition or disposition by the Company and its Restricted Subsidiaries of any
company or any business or any assets out of the ordinary course of business, or
any related repayment of Indebtedness, in each case since the first day of such
four fiscal quarters, assuming such acquisition, disposition or repayment had
been consummated on the first day of such four fiscal quarters, and (b) no
Default or Event of Default shall have occurred and be continuing at the time or
as a consequence of the incurrence of such Indebtedness.
Notwithstanding the foregoing, the Company and any of its Restricted
Subsidiaries, may incur Permitted Indebtedness, as specified, provided, that the
Company will not incur any Permitted Indebtedness that ranks junior in right of
payment to the Senior Notes that has a maturity or mandatory sinking fund
payment prior to the Stated Maturity of the Senior Notes.
LIMITATION ON RESTRICTED PAYMENTS
The Company will not make, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make, any Restricted Payment, unless:
(a) no Default or Event of Default shall have occurred and be continuing
at the time of or immediately after giving effect to such Restricted
Payment;
(b) immediately after giving pro forma effect to such Restricted
Payment, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under the covenant set forth under the first
paragraph of "-- Limitation on Additional Indebtedness"; and
(c) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments declared or made after the Issue Date
does not exceed the sum of (1) 100% of the Company's Cumulative EBITDA minus
1.4 times the Company's Cumulative Consolidated Interest Expense, (2) 100%
of the aggregate Net Proceeds in cash (including cash Net Proceeds received
upon the conversion of noncash proceeds) from the issue or sale, after the
Issue Date, of Capital Stock (other than Disqualified Capital Stock or
Capital Stock of the Company issued to any Subsidiary of the Company) of the
Company or any Indebtedness or other securities of the Company convertible
into or exercisable or exchangeable for Capital Stock (other than
Disqualified Capital Stock) of the Company which has been so converted or
exercised or exchanged, as the case may be, and (3) an amount equal to the
net reduction in Investments, subsequent to the date of the Senior Note
Indenture, in any Person resulting from payments of interest on debt,
dividends, repayments of loans or advances, return of capital, or other
transfers of property (but only to the extent such distributions are not
included in the calculation of Consolidated Net Income), in each case, to
the Company or any Restricted Subsidiary from any Person, not to exceed in
the case of any Person, the amount of Investments previously made by the
Company or any Restricted Subsidiary in such Person and which was treated as
a Restricted Payment.
The provisions of this covenant shall not prohibit: (i) the payment of any
distribution within 60 days after the date of declaration thereof, if at such
date of declaration such payment would comply with the provisions of the Senior
Note Indenture; (ii) so long as no Default or Event of Default shall have
occurred and be continuing, the purchase, redemption, acquisition, cancellation
or other retirement for value of shares of Capital Stock of the Company held by
present or former officers, directors or employees (or their estates or
beneficiaries under their estates) and which payments, in the aggregate to all
such Persons do not exceed $4,000,000; (iii) so long as no Default or Event of
Default shall have occurred and be continuing, the acquisition, redemption or
retirement of any shares of Capital Stock of the Company
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or a Restricted Subsidiary or by conversion into, or by or in exchange for,
shares of Capital Stock (other than Disqualified Capital Stock) of the Company,
provided that the proceeds of any sale of Capital Stock shall not increase the
amount available for Restricted Payments or (iv) distributions by Video 44 to a
minority partner (other than a Restricted Subsidiary) pursuant to the Joint
Venture Agreement. The amounts expended to purchase, redeem, retire or acquire,
convert or exchange or make distributions on Capital Stock as set forth in the
immediately preceding clauses (ii), (iii) and (iv) (other than distributions
funded by capital contributions of Telemundo of Chicago, Inc. or Harriscope of
Chicago, Inc. pursuant to Section 3.5(a) of the Joint Venture Agreement) shall
be excluded from the calculation of the amount available for Restricted Payments
under the previous paragraph.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this covenant were computed, which calculations may be based upon
the Company's latest available financial statements, and that no Default or
Event of Default exists and is continuing and no Default or Event of Default
will occur immediately after giving effect to any Restricted Payment.
LIMITATION ON LIENS
The Company will not, and will not permit any of its Restricted Subsidiaries
to, create, incur or otherwise cause or suffer to exist or become effective any
Liens of any kind (other than Permitted Liens) upon any property or asset of the
Company or any Restricted Subsidiary or any shares of stock or debt of any
Restricted Subsidiary, now owned or hereafter acquired, unless (i) if such Lien
secures Indebtedness which is PARI PASSU with the Senior Notes, then the Senior
Notes are secured on an equal and ratable basis with the obligations so secured
until such time as such obligation is no longer secured by a Lien or (ii) if
such Lien secures Indebtedness which is subordinated to the Senior Notes, then
the Senior Notes are secured prior to the obligations so secured, and such Lien
shall be subordinated to the Lien granted to the holders of the Senior Notes to
the same extent as such subordinated Indebtedness is subordinated to the Senior
Notes until such time as such obligation is no longer secured by a Lien.
LIMITATION ON TRANSACTIONS WITH AFFILIATES
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, conduct any business or enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets or property or rendering of any services)
with or for the benefit of any Affiliate (other than the Company or a
Wholly-Owned Restricted Subsidiary or a majority-owned Restricted Subsidiary (so
long as no minority interest is owned by an entity which is otherwise an
Affiliate) and including entities in which the Company or any of its Restricted
Subsidiaries own a minority interest) (an "Affiliate Transaction") or extend,
renew, waive or otherwise modify the terms of any Affiliate Transaction entered
into prior to the Issue Date unless the terms of such Affiliate Transaction are
fair and reasonable to the Company or such Restricted Subsidiary, as the case
may be, and the terms of such Affiliate Transaction are at least as favorable as
the terms which could be obtained by the Company or such Restricted Subsidiary,
as the case may be, in a comparable transaction made on an arm's-length basis
between unaffiliated parties. With respect to any Affiliate Transaction
involving an amount or having a value in excess of $5 million, the Company must
obtain a resolution of the Board of Directors (including a majority of the
disinterested directors) certifying that, in their good faith judgment, such
Affiliate Transaction complies with the preceding sentence and with respect to
any Affiliate Transaction involving an amount or having a value in excess of $10
million, such certificate shall be accompanied by a written opinion from an
Independent Financial Advisor that the transaction is fair from a financial
point of view to the Company or such Restricted Subsidiary. A certificate
evidencing such resolution shall be delivered to the Trustee within five
Business Days after the consummation of such Affiliate Transaction.
The foregoing provisions will not apply to (i) any Restricted Payment that
is not prohibited by the provisions described under "-- Limitation on Restricted
Payments" contained herein; or (ii) any transaction, approved by the Board of
Directors of the Company, with an officer or director of the Company or of
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any Subsidiary in his or her capacity as officer or director entered into in the
ordinary course of business, including compensation and employee benefit
arrangements with any officer or director of the Company.
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (i)(a) pay dividends or make any other distributions to the
Company or any other Restricted Subsidiary on its Capital Stock or with respect
to any other interest or participation in, or measured by, its profits or (b)
pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(ii) make loans or advances to the Company or any other Restricted Subsidiary,
or (iii) transfer any of its properties or assets to the Company or any other
Restricted Subsidiary, except for such encumbrances or restrictions existing
under or by reason of:
(a) any agreement existing on the Issue Date, including the Loan and
Security Agreement, the Senior Note Indenture and the Old Note Indenture (if
Old Notes are still outstanding), as in effect on the Issue Date;
(b) any agreement governing Acquired Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such
Indebtedness was incurred in connection with or in anticipation of such
acquisition), provided that such restriction does not extend to or cover any
Person, or the properties or assets of any Person, other than the Person so
acquired;
(c) agreements relating to an acquisition of Property, provided that
such encumbrances or restrictions relate solely to the Property so acquired;
(d) agreements relating to Indebtedness incurred to refinance
Indebtedness set forth in preceding clauses (a)-(c) and which Indebtedness
incurred to refinance Indebtedness set forth in preceding clause (a)-(c) is
refinancing Indebtedness permitted under the covenants described under
"Limitation on Additional Indebtedness" and "Limitation on Restricted
Subsidiary Debt and Preferred Stock", provided that the encumbrances or
restrictions contained in the agreements governing such permitted
refinancing are no more restrictive in the aggregate than such encumbrances
or restrictions contained in the agreements governing the Indebtedness being
refinanced immediately prior to such refinancing and do not extend to or
cover any other Person or the property of any other Person other than the
Person in respect of whom such encumbrance or restriction relating to the
Indebtedness being refinanced applied;
(e) applicable law;
(f) customary non-assignment provisions in leases and any license of
intellectual property entered into in the ordinary course of business
(including programming agreements) and Local Marketing Agreements;
(g) agreements for the sale of any assets of any Restricted Subsidiary,
provided that such restriction is only applicable to the assets to be sold
by such Restricted Subsidiary;
(h) Purchase Money Indebtedness for property acquired in the ordinary
course of business that only imposes restrictions on the Property so
acquired and any improvements on such Property; and
(i) Capitalized Lease Obligations that are otherwise permitted
hereunder, provided that such encumbrance or restriction does not extend to
any Property other than that subject to the underlying lease.
LIMITATION ON CERTAIN ASSET SALES
The Company will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless (i) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such sale
or other disposition at least equal to the Fair Market Value (as conclusively
evidenced by an Officer's Certificate for amounts up to $5 million and by a
resolution of the Company's
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board of directors set forth in an Officers' Certificate and delivered to the
Trustee for amounts in excess of $5 million) of the assets sold or otherwise
disposed of, and (ii)(a) at least 75% of the consideration therefor received by
the Company or its Restricted Subsidiary, as the case may be, is in the form of
cash or Cash Equivalents, or (b) the consideration therefor received by the
Company or such Restricted Subsidiary in an Asset Swap is determined by an
Independent Financial Advisor to be substantially comparable in type to the
asset being sold; provided that any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or in the notes thereto)
of the Company or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Senior Notes) that are assumed by the transferee
of any such assets shall be deemed to be Cash Equivalents (to the extent of the
lesser of the Fair Market Value or book value of such liabilities); and provided
further that any Asset Sale with respect to the stock or assets of Telemundo
News Network, Inc. shall not be subject to clause (ii)(a) of this paragraph.
The Company or any Restricted Subsidiary, as the case may be, may cause the
Asset Sale Proceeds from such Asset Sale to be applied (a) to the extent the
Company elects, or is required, to prepay, repay or purchase debt under any then
existing Senior Indebtedness of the Company or any Restricted Subsidiary within
360 days following the receipt of the Asset Sale Proceeds from any Asset Sale;
(b) to the extent of the balance of Asset Sale Proceeds after application as
described above, to the extent the Company elects, to an investment in assets
acquired by the Company or any Restricted Subsidiary (including Capital Stock or
other securities purchased in connection with the acquisition of Capital Stock
or Property of another person) used or useful in businesses similar or related
to the business of the Company or Restricted Subsidiary as conducted at the time
of such Asset Sale, and the Asset Sale Proceeds are applied within 360 days
following the receipt of such Asset Sale Proceeds (the "Asset Sale Trigger
Date"); and (c) if on the Asset Sale Trigger Date with respect to any Asset
Sale, the Available Asset Sale Proceeds exceed $10 million, the Company shall
apply an amount equal to such Available Asset Sale Proceeds to an offer to
repurchase the Senior Notes, at a purchase price in cash equal to 100% of the
Accreted Value thereof plus accrued and unpaid interest, if any, to the date of
repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not
fully subscribed, the Company may retain the portion of the Available Asset Sale
Proceeds not required to repurchase Senior Notes and use such amount for general
corporate purposes. Upon completion of an Excess Proceeds Offer, the amount of
Available Asset Sale Proceeds shall be reset to zero.
If the Company is required to make an Excess Proceeds Offer, the Company
shall mail, within 30 days following the Asset Sale Trigger Date, a notice to
the holders stating, among other things: (1) that such holders have the right to
require the Company to apply the Available Asset Sale Proceeds to repurchase
such Senior Notes at a purchase price in cash equal to 100% of the Accreted
Value thereof plus accrued and unpaid interest, if any, to the date of purchase;
(2) the purchase date, which shall be no earlier than 30 days and not later than
60 days from the date such notice is mailed; (3) the instructions, determined by
the Company, that each holder must follow in order to have such Senior Notes
repurchased; and (4) the calculations used in determining the amount of
Available Asset Sale Proceeds to be applied to the repurchase of such Senior
Notes.
LIMITATION ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
The Company will not (i) sell, pledge, hypothecate or otherwise convey or
dispose of any Capital Stock of a Restricted Subsidiary (other than in
connection with Indebtedness incurred pursuant to the "Limitation on Additional
Indebtedness" covenant as permitted by clause (a) of the definition of
"Permitted Indebtedness")or (ii) permit any of its Restricted Subsidiaries to
issue any Capital Stock, other than to the Company or a Wholly-Owned Subsidiary
of the Company (other than director's qualifying shares in an amount not in
excess of 1% of the total outstanding shares of such Person). The foregoing
restrictions shall not apply to an asset sale made in compliance with "--
Limitation on Certain Asset Sales" or the issuance of Preferred Stock in
compliance with the covenant described under "-- Limitation on Restricted
Subsidiary Debt and Preferred Stock."
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LIMITATION ON RESTRICTED SUBSIDIARY DEBT AND PREFERRED STOCK
The Company will not permit any of its Restricted Subsidiaries to, directly
or indirectly, incur (as defined) any Indebtedness (including Acquired
Indebtedness) or issue any Preferred Stock other than, without duplication:
(a)(1) Indebtedness of any Restricted Subsidiary evidenced by or arising
under the Credit Facilities, which taken together with any Indebtedness of the
Company or any Restricted Subsidiary evidenced by or arising under the Credit
Facilities (without duplication) is in an aggregate principal amount at any one
time not to exceed $75 million less any amounts incurred pursuant to clause
(a)(4) of this covenant;
(2) Purchase Money Indebtedness and Capitalized Lease Obligations incurred
in the ordinary course of business in a principal amount outstanding at the time
of incurrence which does not in the aggregate exceed $15 million at any time
outstanding;
(3) Indebtedness incurred or incurrable under any Guarantee of any
Restricted Subsidiary made in the ordinary course of business and not to exceed
$10 million at any time outstanding; and
(4) Indebtedness incurred or incurrable pursuant to a Local Marketing
Agreement, for a television station located outside of the continental United
States and operated in a country, a territory or a possession in which the
Company owns and operates a television station on the date of this Indenture, in
an amount as determined in accordance with GAAP, not to exceed $50 million at
any time outstanding;
provided, however, that (A) after giving effect to the incurrence of any
Indebtedness pursuant to this clause (a) of this covenant and the receipt and
application of the proceeds thereof, the ratio of the total Indebtedness of the
Company's Restricted Subsidiaries (excluding any guarantee of the Credit
Facilities by any Restricted Subsidiary and Indebtedness incurred by any
Restricted Subsidiary pursuant to clause (b), (f) or (h) of this covenant), on a
combined consolidated basis, to the Company's EBITDA (determined on a pro forma
basis for the preceding four fiscal quarters of the Company for which financial
statements are available at the date of determination) is less than 3.0 to 1,
determined by giving pro forma effect to (i) the incurrence of such Indebtedness
and (if applicable) the application of the net proceeds therefrom, including to
refinance other Indebtedness, as if such Indebtedness was incurred, and the
application of such proceeds occurred, at the beginning of such four fiscal
quarters; (ii) the incurrence, repayment or retirement of any other Indebtedness
by the Company and its Restricted Subsidiaries since the first day of such four
full fiscal quarters (and all Indebtedness incurred and the receipt and
application of proceeds thereof and all Indebtedness repaid or retired since the
end of the most recently completed fiscal quarter of the Company for which a
balance sheet is available preceding the date of determination) as if such
incurrence (and, if applicable, the application of proceeds), repayment and
retirement occurred at the beginning of such four fiscal quarters; (iii) in the
case of Acquired Indebtedness, the related acquisition as if such acquisition
had occurred at the beginning of such four fiscal quarters; and (iv) any
acquisition or disposition by the Company and its Restricted Subsidiaries of any
company or any business or any assets out of the ordinary course of business, or
any related repayment of Indebtedness, in each case since the first day of such
four fiscal quarters, assuming such acquisition, disposition or repayment had
been consummated on the first day of such four fiscal quarters, and (B) no
Default or Event of Default shall have occurred and be continuing at the time or
as a consequence of the incurrence of such Indebtedness;
(b) Indebtedness of any Restricted Subsidiary or Preferred Stock of any
Restricted Subsidiary issued to and held by the Company or a Wholly-Owned
Restricted Subsidiary of the Company, provided that such Indebtedness or
Preferred Stock is at all times held by the Company or a Wholly-Owned Restricted
Subsidiary of the Company;
(c) Indebtedness of any Restricted Subsidiary under Currency Agreements and
Interest Rate Protection Agreements which are entered into for the purpose of
protection against risk of currency or interest rate fluctuations affecting any
Restricted Subsidiary in its ordinary course of business or that are related to
payment obligations of any Restricted Subsidiary otherwise permitted under the
Senior Note Indenture;
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(d) Indebtedness or Preferred Stock of any Restricted Subsidiary remaining
outstanding immediately after the Issue Date after giving effect to the
consummation of the transactions described in the Prospectus under "Use of
Proceeds" above;
(e) Indebtedness incurred or incurrable in respect of reimbursement
obligations related to letters of credit, banker's acceptances or similar
facilities entered into in the ordinary course of business;
(f) Indebtedness incurred or incurrable by Telemundo of Chicago, Inc. and
Harriscope of Chicago, Inc. pursuant to Section 3.5(a) of the Joint Venture
Agreement;
(g) Indebtedness in respect to bids, performance and surety bonds and
obligations provided in the ordinary course of business and appeal bonds;
(h) Acquired Indebtedness, provided that such Indebtedness was not incurred
or issued as a result of or in connection with or in anticipation of such Person
becoming a Restricted Subsidiary of the Company and immediately after giving
effect to such Person becoming a Restricted Subsidiary of the Company (as if
such Indebtedness was incurred and issued on the first day of the four quarter
period) the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under the "Limitation on Additional Indebtedness"
covenant above; and
(i) Indebtedness incurred by a Restricted Subsidiary in exchange for, or
the proceeds of which are used to refinance Indebtedness referred to in clauses
(a)(2), (c) - (g) of this paragraph, provided that (i) such Indebtedness is in
an aggregate principal amount not in excess of the aggregate principal amount
then outstanding of the Indebtedness being refinanced, plus the amount of
accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
preexisting payment provisions on such Indebtedness being refinanced, plus the
reasonable, customary expenses, fees, and costs of the Company incurred in
connection with such refinancing, (ii) such Indebtedness is scheduled to mature
either (A) no earlier than the Indebtedness being refinanced or (B) after the
Stated Maturity of the Senior Notes, and (iii) such Indebtedness has an Average
Life at the time such Indebtedness is incurred that is equal to or greater than
the Average Life of the Indebtedness being refinanced.
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS
The Company will not, and will not permit any Restricted Subsidiary to,
enter into any Sale and Lease-Back Transaction unless (i) the net proceeds
received in such Sale and Lease-Back Transaction are at least equal to the fair
market value of the property sold; (ii) the Company could incur the Attributable
Indebtedness in respect of such Sale and Lease-Back Transaction in compliance
with the covenant described under "-- Limitation on Additional Indebtedness" and
(iii) the Company shall apply or cause to be applied the Asset Sale Proceeds of
such transaction in accordance with the covenant described under "-- Limitation
on Asset Sales."
CHANGE OF CONTROL OFFER
Within 30 days of the occurrence of a Change of Control, the Company shall
notify the Trustee in writing of such occurrence and shall make an offer to
purchase (the "Change of Control Offer") the outstanding Senior Notes at a
purchase price equal to 101% of the Accreted Value thereof plus any accrued and
unpaid interest thereon to the Change of Control Payment Date (as hereinafter
defined) (such purchase price being hereinafter referred to as the "Change of
Control Purchase Price") in accordance with the procedures set forth in this
covenant.
Within 30 days of the occurrence of a Change of Control, the Company also
shall (i) cause a notice of the Change of Control Offer to be sent at least once
to the Dow Jones News Service or similar business news service in the United
States and (ii) send by first-class mail, postage prepaid, to the Trustee and to
each holder of the Senior Notes, at the address appearing in the register
maintained by the Registrar of the Senior Notes, a notice stating:
(i) that the Change of Control Offer is being made pursuant to this
covenant and that all Senior Notes validly tendered will be accepted for
payment, and otherwise subject to the terms and conditions set forth herein;
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(ii) the Change of Control Purchase Price and the purchase date (which
shall be a Business Day no earlier than 20 business days from the date such
notice is mailed (the "Change of Control Payment Date"));
(iii) that any Senior Note not validly tendered will continue to accrue
interest;
(iv) that, unless the Company defaults in the payment of the Change of
Control Purchase Price, any Senior Notes accepted for payment pursuant to
the Change of Control Offer shall cease to accrue interest after the Change
of Control Payment Date;
(v) that holders accepting the offer to have their Senior Notes
purchased pursuant to a Change of Control Offer will be required to
surrender the Senior Notes to the Paying Agent at the address specified in
the notice prior to the close of business on the Business Day preceding the
Change of Control Payment Date;
(vi) that holders will be entitled to withdraw their acceptance if the
Paying Agent receives, not later than the close of business on the third
Business Day preceding the Change of Control Payment Date, a facsimile
transmission or letter setting forth the name of the holder, the principal
amount of the Senior Notes delivered for purchase, and a statement that such
holder is withdrawing his election to have such Senior Notes purchased;
(vii) that holders whose Senior Notes are being purchased only in part
will be issued new Senior Notes equal in principal amount to the unpurchased
portion of the Senior Notes surrendered, provided that each Senior Note
purchased and each such new Senior Note issued shall be in an original
principal amount in denominations of $1,000 and integral multiples thereof;
(viii) any other procedures that a holder must follow to accept a Change
of Control Offer or effect withdrawal of such acceptance; and
(ix) the name and address of the Paying Agent.
On the Change of Control Payment Date, the Company shall, to the extent
lawful, (i) accept for payment Senior Notes or portions thereof validly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money sufficient to pay the purchase price of all Senior Notes or portions
thereof so tendered and (iii) deliver or cause to be delivered to the Trustee
Senior Notes so accepted together with an Officers' Certificate stating the
Senior Notes or portions thereof tendered to the Company. The Paying Agent shall
promptly mail to each holder of Senior Notes so accepted payment in an amount
equal to the purchase price for such Senior Notes, and the Company shall execute
and issue, and the Trustee shall promptly authenticate and make available for
delivery to such holder, a new Senior Note equal in principal amount to any
unpurchased portion of the Senior Notes surrendered; provided that each such new
Senior Note shall be issued in an original principal amount in denominations of
$1,000 and integral multiples thereof.
The Senior Note Indenture will provide that, (A) if the Company or any
Subsidiary thereof has issued any outstanding (i) Indebtedness that is
subordinated in right of payment to the Senior Notes or (ii) Preferred Stock and
the Company or such Subsidiary is required to repurchase, or make an offer to
repurchase, such Indebtedness, or redeem, or make an offer to redeem, such
Preferred Stock, in the event of a Change of Control or to make a distribution
with respect to such subordinated Indebtedness or Preferred Stock in the event
of a Change of Control, the Company shall not consummate any such offer or
distribution with respect to such subordinated Indebtedness or Preferred Stock
until such time as the Company shall have paid the Change of Control Purchase
Price in full to the holders of Senior Notes that have accepted the Company's
Change of Control Offer and shall otherwise have consummated the Change of
Control Offer made to holders of the Senior Notes and (B) the Company will not
issue Indebtedness or Preferred Stock that is subordinated in right of payment
to the Senior Notes or Preferred Stock with change of control provisions
requiring the payment of such Indebtedness or Preferred Stock prior to the
payment of the Senior Notes in the event of a Change of Control under the Senior
Note Indenture.
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In the event that a Change of Control occurs and the holders of Senior Notes
exercise their right to require the Company to purchase Senior Notes, if such
purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act at that time, the Company will comply with the requirements of Rule
14e-1 as then in effect with respect to such repurchase.
None of the provisions relating to a purchase upon a Change of Control is
waivable by the board of directors of the Company or the Trustee. In the event
that the Company was required to purchase Senior Notes pursuant to a Change of
Control Offer, the Company expects that it would need to seek third-party
financing to the extent it does not have available funds to meet its purchase
obligations. However, there can be no assurance that the Company would be able
to obtain such financing. The occurrence of a Change of Control would likely
constitute an event of default under the Credit Facilities and would permit the
holders of that Indebtedness to declare all amounts thereunder to be immediately
due and payable.
In the event of a change of control with respect to the Old Notes, the
Company would be required to make an offer to purchase all Old Notes then
outstanding at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the date of such purchase.
The Company could, in the future, enter into certain transactions, including
certain recapitalizations of the Company, that would not constitute a Change of
Control with respect to the Senior Notes, but would increase the amount of
Indebtedness outstanding at such time.
Failure by the Company to purchase the Senior Notes when required
constitutes an Event of Default with respect to the Senior Notes. See "-- Events
of Default."
The Change of Control provision of the Senior Notes may in certain
circumstances make more difficult or discourage a takeover of the Company and
thus the removal of incumbent management. The Change of Control provision is
not, however, the result of management's knowledge of any specific effort to
obtain control of the Company by means of a merger, tender offer, solicitation
or otherwise, or part of a plan by management to adopt a series of anti-takeover
provisions.
REPORTS
So long as any Senior Note is outstanding, the Company shall file with the
Commission and, within 15 days after it files them with the Commission, file
with the Trustee and thereafter promptly mail or promptly cause the Trustee to
mail to the holders of the Senior Notes at their addresses as set forth in the
register of the Senior Notes, copies of the periodic reports and the
information, documents and other reports (without exhibits unless requested in
writing by any such holder) which the Company is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act or which the
Company would be required to file with the Commission if the Company then had a
class of securities registered under the Exchange Act. In addition, the Company
shall cause its annual report to stockholders and any quarterly or other
financial reports furnished to its stockholders generally to be filed with the
Trustee no later than the date such materials are mailed or made available to
the Company's stockholders, and thereafter mailed promptly to the holders of the
Senior Notes at their addresses as set forth in the register of Senior Notes.
MERGER, CONSOLIDATION OR SALE OF ASSETS
The Company will not consolidate with, merge with or into, or transfer all
or substantially all of its assets (as an entirety or substantially as an
entirety in one transaction or a series of related transactions), to any Person
(other than the merger or transfer of assets of a Wholly-Owned Restricted
Subsidiary of the Company into another Wholly-Owned Restricted Subsidiary of the
Company or into the Company) unless: (i) the Company shall be the continuing
Person, or the Person (if other than the Company) formed by such consolidation
or into which the Company is merged or to which the properties and assets of the
Company are transferred shall be a corporation organized and existing under the
laws of the United States or any State thereof or the District of Columbia and
shall expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all of the obligations of the
Company under the Senior Notes and the Senior Note Indenture, and the
obligations under the Senior Note Indenture shall remain in full force and
effect; (ii) immediately before
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and immediately after giving effect to such transaction on a pro forma basis, no
Default or Event of Default (and no event that, after notice or lapse of time,
or both, would become an Event of Default) shall have occurred and be
continuing, and (iii) immediately after giving effect to such transaction on a
pro forma basis the Company or such Person could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under the covenant
set forth under "Certain Covenants -- Limitation on Additional Indebtedness,"
and immediately after such transaction, the Company or the surviving Person
holds all material permits, licenses, certifications or approvals required for
operation of the business of the Company as the same is conducted prior to such
transaction and immediately thereafter.
In connection with any consolidation, merger or transfer of assets
contemplated by this provision, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an opinion of counsel, each stating that
such consolidation, merger or transfer and the supplemental indenture in respect
thereto comply with this provision and that all conditions precedent herein
provided for relating to such transaction or transactions have been complied
with.
EVENTS OF DEFAULT
The following events are defined in the Senior Note Indenture as "Events of
Default":
(i) default in any payment of any interest on any Senior Note when the
same becomes due and payable and such default continues for a period of 30
days;
(ii) default in the payment of any principal of, or premium, if any, on
any Senior Note when the same becomes due and payable at its Stated
Maturity, upon redemption, upon declaration or otherwise, including any
failure by the Company to redeem or purchase Senior Notes when required
pursuant to the Senior Note Indenture or the Senior Notes;
(iii) failure by the Company or any Restricted Subsidiary in the
observance or performance of any covenant or agreement (other than the
obligations specified in clauses (i) and (ii)) in the Senior Notes or the
Senior Note Indenture for a period of 60 days after written notice from the
Trustee or the holders of not less than 25% in aggregate principal amount of
the Senior Notes then outstanding;
(iv) default in the payment when due after any applicable grace period
of principal, interest or premium with respect to any Indebtedness of the
Company or any Restricted Subsidiary thereof or the acceleration of any
Indebtedness of the Company or any Restricted Subsidiary, and, in either
case, the total amount of such unpaid or accelerated debt exceeds $5
million;
(v) the rendering of any judgment or judgments (not subject to appeal
and other than any judgment as to which an insurance company rated A- or
better by A. M. Best has accepted full liability) against the Company or any
Restricted Subsidiary thereof in an aggregate principal amount in excess of
$5 million which remains unstayed, in effect and unpaid for a period of 60
consecutive days thereafter; and
(vi) certain events involving bankruptcy, insolvency or reorganization
of the Company or any Restricted Subsidiary thereof.
The Senior Note Indenture provides that the Trustee may withhold notice to
the holders of the Senior Notes of any default (except in payment of principal
or premium, if any, or interest on the Senior Notes) if the Trustee considers it
to be in the best interest of the holders of the Senior Notes to do so.
The Senior Note Indenture will provide that if an Event of Default (other
than an Event of Default resulting from certain events of bankruptcy, insolvency
or reorganization of the Company) shall have occurred and be continuing, then
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Senior Notes then outstanding may declare to be immediately due and payable
the entire Accreted Value of all the Senior Notes then outstanding plus accrued
interest to the date of acceleration and such amounts shall become immediately
due and payable, provided, however, that after such acceleration but before a
judgment or decree based on acceleration is obtained by the Trustee, the
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holders of a majority in aggregate principal amount of outstanding Senior Notes
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than nonpayment of accelerated principal, premium or
interest, have been cured or waived as provided in the Senior Indenture. In case
an Event of Default resulting from certain events of bankruptcy, insolvency or
reorganization of the Company shall occur, Accreted Value, premium and interest
with respect to all of the Senior Notes shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the holders
of the Senior Notes.
The holders of a majority in principal amount of the Senior Notes then
outstanding shall have the right to waive any existing default or compliance
with any provision of the Senior Note Indenture or the Senior Notes and to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, subject to certain limitations specified in the Senior
Note Indenture.
No holder of any Senior Note will have any right to institute any proceeding
with respect to the Senior Note Indenture or for any remedy thereunder, unless
such holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless also the holders of at least 25% in
aggregate principal amount of the outstanding Senior Notes shall have made
written request and offered reasonable indemnity to the Trustee to institute
such proceeding as a trustee, and unless the Trustee shall not have received
from the holders of a majority in aggregate principal amount of the outstanding
Senior Notes a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, such limitations do not apply
to a suit instituted on such Senior Note on or after the respective due dates
expressed in such Senior Note.
DEFEASANCE AND COVENANT DEFEASANCE
The Senior Note Indenture provides the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to the
Senior Notes (except for the obligations to register the transfer or exchange of
such Senior Notes, to replace temporary or mutilated, destroyed, lost or stolen
Senior Notes, to maintain an office or agency in respect of the Senior Notes and
to hold monies for payment in trust) ("defeasance") or (b) to be released from
their obligations with respect to the Senior Notes under certain covenants
contained in the Senior Note Indenture and described above under "-- Certain
Covenants" ("covenant defeasance"), upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money and/or U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount sufficient to pay the
principal of, premium, if any, and interest on the Senior Notes, on the
scheduled due dates therefor or on a selected date of redemption in accordance
with the terms of the Senior Note Indenture. Such a trust may only be
established if, among other things, the Company has delivered to the Trustee an
Opinion of Counsel (as specified in the Senior Note Indenture) (i) to the effect
that neither the trust nor the Trustee will be required to register as an
investment company under the Investment Company Act of 1940, as amended, and
(ii) to the effect that holders of the Senior Notes or persons in their
positions will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred which, in the case of a defeasance only, must be
based upon a private ruling concerning the Senior Notes, a published ruling of
the Internal Revenue Service or a change in applicable federal income tax law.
AMENDMENT, SUPPLEMENT AND WAIVER
The Senior Note Indenture (including the terms and conditions of the Senior
Notes) may be modified or amended by the Company and the Trustee, without the
consent of the holders of any Senior Notes, for the purposes of (a) adding to
the covenants of the Company for the benefit of the holders of Senior Notes; (b)
surrendering any right or power conferred upon the Company; (c) evidencing the
succession of another Person to the Company and the assumption by such successor
of the covenants and obligations of the Company thereunder and in the Senior
Notes as permitted by the Senior Note Indenture; or (d) curing any ambiguity or
correcting or supplementing any defective provision contained
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in the Senior Note Indenture or making any changes in any other provisions of
the Senior Note Indenture which the Company and the Trustee may deem necessary
or desirable and which, in either case, will not adversely affect the interests
of the holders of Senior Notes.
The Senior Note Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the then outstanding Senior Notes, to enter into
any supplemental indenture for the purpose of adding, changing or eliminating
any of the provisions of the Senior Note Indenture, or of modifying in any
manner the rights of the holders under the Senior Note Indenture, provided that
no such supplemental indenture may without the consent of the holder of each
outstanding Senior Note affected thereby: (a) reduce the amount of Senior Notes
whose holders must consent to an amendment or waiver; (b) reduce the rate of, or
extend the time for payment of, interest, including defaulted interest, on any
Senior Note; (c) reduce the principal of or premium on or change the fixed
maturity of any Senior Note or alter the redemption provisions with respect
thereto; (d) make the principal of, or premium, if any, or interest on, any
Senior Note payable in money other than as provided for in the Senior Note
Indenture and the Senior Notes; (e) waive continuing default in the payment of
the principal of or premium, if any, or interest on, or redemption or repurchase
payment with respect to, any Senior Notes, including, without limitation, a
continuing failure to make payment when required upon a Change of Control or
after an Asset Sale Offer Trigger Date; (f) after the Company's obligation to
purchase the Senior Notes arises under the Senior Note Indenture amend, modify
or change the obligation of the Company to make or consummate a Change of
Control Offer in the event of a Change of Control or an Asset Sale Offer in the
event of an Asset Sale Offer Trigger Date or waive any default in the
performance thereof or modify any of the provisions or definitions with respect
to any such offers; or (g) make any change in provisions relating to waivers of
defaults, the ability of holders to enforce their rights under the Senior Note
Indenture or the matters discussed in these clauses (a) through (g).
COMPLIANCE CERTIFICATE
The Company will deliver to the Trustee on or before 105 days after the end
of the Company's fiscal year and on or before 60 days after the end of each of
the first, second and third fiscal quarters in each year an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that has occurred. If they do, the certificate will describe the Default
or Event of Default and its status.
THE TRUSTEE
The Trustee under the Senior Note Indenture will be the Registrar and Paying
Agent with regard to the Senior Notes. The Senior Note Indenture provides that,
except during the continuance of an Event of Default, the Trustee will perform
only such duties as are specifically set forth in the Senior Note Indenture.
During the existence of an Event of Default, the Trustee will exercise such
rights and powers vested in it under the Senior Note Indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.
TRANSFER AND EXCHANGE
Holders of the Senior Notes may transfer or exchange Senior Notes in
accordance with the Senior Note Indenture. The Registrar under such Senior Note
Indenture may require a holder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by
law or permitted by the Senior Note Indenture. The Registrar is not required to
transfer or exchange any Senior Note selected for redemption. Also, the
Registrar is not required to transfer or exchange any Senior Note for a period
of 15 days before selection of the Senior Notes to be redeemed.
The registered holder of a Senior Note may be treated as the owner of it for
all purposes.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
covenants contained in the Senior Note Indenture. Reference is made to the
Senior Note Indenture for the full definition of all such terms as well as any
other capitalized terms used herein for which no definition is provided.
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"ACCRETED VALUE" as of any date (the "specified date") means, with respect
to each $1,000 face amount of Senior Notes, the following amount:
(i) if the specified date is one of the following dates (each an
"accrual date"), the amount set forth opposite such date below:
<TABLE>
<CAPTION>
SEMI-ANNUAL ACCRUAL DATE ACCRETED VALUE
- ------------------------------------------------------------------ ----------------
<S> <C>
$
$
$
$
$
$
$
$
</TABLE>
(ii) if the specified date occurs between two Semi-Annual accrual dates,
the sum of (A) the accreted value for the Semi-Annual accrual date
immediately preceding the specified date and (B) an amount equal to the
product of (i) the accreted value for the immediately following Semi-Annual
accrual date less the accreted value for the immediately preceding
Semi-Annual accrual date and (ii) a fraction, the numerator of which is the
number of days (not to exceed 180 days) from the immediately preceding
Semi-Annual accrual date to the specified date, using a 360-day year of
twelve 30-day months, and the denominator of which is 180.
"ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person.
"AFFILIATE" of any specified Person means any other Person which directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by," and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise. With respect to the Company, Affiliate will also include any
Permitted Holder or its Affiliates so long as such Permitted Holder or its
Affiliates own shares of the Capital Stock of the Company or would otherwise be
an Affiliate.
"APOLLO" means collectively, Apollo Advisors, L.P., a Delaware limited
partnership, Lion Advisors, L.P., a Delaware limited partnership, Apollo
Investment Fund, L.P., a Delaware limited partnership, Apollo Investment Fund
II, L.P., a Delaware limited partnership, or any investment fund, investment
account or other entity whose investing manager, investment advisor or general
partner, or any principal thereof, is any of the foregoing entities or
individuals or any principal or Affiliate of any of them; provided, however,
that no entity or individual shall be deemed within the definition of Apollo
when that entity or individual ceases to be an Affiliate of any of the foregoing
entities or individuals or an investment fund, investment account or other
entity whose investing manager, investment advisor or general partner, or any
principal thereof, is any of the foregoing entities or individuals or any
principal or Affiliate of any of them.
"ASSET SALE" means the sale, issuance, conveyance, transfer, lease, or other
disposition (including without limitation, by way of merger, consolidation or
Sale and Lease-Back transaction) (collectively, a "transfer"), directly or
indirectly, in any single transaction or series of related transactions
involving assets with a fair market value in excess of $1,000,000 (other than to
the Company or any of its Restricted Subsidiaries) of (a) any Capital Stock of
or other equity interest in any Restricted Subsidiary of the Company, (b) all or
substantially all of the assets of any division or line of business of the
Company or of
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any Restricted Subsidiary thereof, or (c) any other properties of the Company or
any Restricted Subsidiary, other than in the ordinary course of business;
provided that Asset Sales shall not include (i) transfers to the Company or to a
Restricted Subsidiary or to any other Person if after giving effect to such
sale, lease, conveyance, transfer or other disposition such other Person becomes
a Restricted Subsidiary; (ii) transfers governed by the covenant described in
"Merger, Consolidation or Sale of Assets;" (iii) sales of Permitted Investments
permitted under clause (ii) of the definition of "Permitted Investments;" and
(iv) the sale, issuance, conveyance, transfer, lease, or other disposition of an
Investment described in clause (iii) of the definition of Restricted Payment,
provided that such Investment was permitted by the terms of the Senior Note
Indenture, unless such disposition constitutes the transfer of all of the
Capital Stock of a Wholly-Owned Restricted Subsidiary.
"ASSET SALE PROCEEDS" means, with respect to any Asset Sale, (i) cash
received by the Company or any Restricted Subsidiary from such Asset Sale, after
(a) provision for all income or other taxes measured by or resulting from such
Asset Sale, (b) payment of all brokerage commissions, underwriting, accounting,
legal and other fees and expenses related to such Asset Sale, (c) provision for
minority interest holders in any Restricted Subsidiary as a result of such Asset
Sale and (d) deduction of appropriate amounts to be provided by the Company or a
Restricted Subsidiary as a reserve, in accordance with GAAP, against any
liabilities associated with the assets sold or disposed of in such Asset Sale
and retained by the Company or a Restricted Subsidiary after such Asset Sale,
including, without limitation, pension and other post employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with the assets sold or disposed of in
such Asset Sale, and (ii) promissory notes and other noncash consideration
received by the Company or any Restricted Subsidiary from such Asset Sale or
other disposition upon the liquidation or conversion of such notes or non-cash
consideration into cash, provided however that any Asset Sale Proceeds with
respect to the assets of Telemundo News Network, Inc. shall be after deduction
for amounts actually contributed to TeleNoticias del Mundo, L.P. by the Company.
"ASSET SWAP" means an asset sale by the Company or any Restricted Subsidiary
in exchange for properties or assets that will be used in the Primary Business
of the Company and its Restricted Subsidiaries.
"ATTRIBUTABLE INDEBTEDNESS" under the Senior Note Indenture in respect of a
Sale and Lease-Back Transaction means, as at the time of determination, the
greater of (i) the fair value of the property subject to such arrangement (as
determined by the Board of Directors) and (ii) the present value (discounted at
the interest rate borne by the Senior Notes, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Lease-Back Transaction (including any period for
which such lease has been extended).
"AVAILABLE ASSET SALE PROCEEDS" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sales that have not been applied
in accordance with clauses (a) or (b), and which have not yet been the basis for
an Excess Proceeds Offer in accordance with clause (c), of the second paragraph
of "Certain Covenants -- Limitation on Certain Asset Sales."
"AVERAGE LIFE" means, as of the date of determination, with respect to any
Indebtedness or security, the quotient obtained by dividing (a) the sum of the
product of (i) the number of years from such date to the date of each successive
scheduled principal or redemption payment of such Indebtedness or security
multiplied by (ii) the amount of such principal or redemption payment by (b) the
sum of all such principal or redemption payments.
"CAPITAL STOCK" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person or any option, warrant or other security convertible
into any of the foregoing.
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"CAPITALIZED LEASE OBLIGATIONS" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.
"CASH EQUIVALENTS" means (i) securities with maturities within 365 days of
the date of acquisition, issued, fully guaranteed or insured by the United
States Government or any agency thereof; (ii) certificates of deposit, time
deposits, overnight bank deposits, banker's acceptances and repurchase
agreements issued by a Qualified Issuer having maturities of 270 days or less
from the date of acquisition; (iii) commercial paper of an issuer rated at least
A-1 by S&P or P-1 by Moody's, or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of investments and having maturities of 270 days or less from
the date of acquisition and (iv) money market accounts or funds with or issued
by Qualified Issuers.
A "CHANGE OF CONTROL" of the Company will be deemed to have occurred at such
time as (i) any Person (including a Person's Affiliates and associates), other
than a Permitted Holder, becomes the beneficial owner (as defined under Rule
13d-3 or any successor rule or regulation promulgated under the Exchange Act) of
50% or more of the total voting or economic power of the Company's Common Stock,
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Company has been
approved by a 66 2/3% of the directors then still in office who either were
directors at the beginning of such period or whose election or recommendation
for election was previously so approved) cease to constitute a majority of the
Board of Directors of the Company; or (iii) so long as $10 million principal
amount of Old Notes remains outstanding, any "change in control" occurs (as
defined at such time) with respect to the Old Notes.
"COMMON STOCK" of any Person means all Capital Stock of such Person that is
generally entitled to (i) vote in the election of directors of such Person or
(ii) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management and policies of such Person.
"COMMON STOCK OFFERING" means a public offering by the Company of shares of
its common stock (however designated and whether voting or non-voting) and any
and all rights, warrants or options to acquire such common stock.
"CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person, for any
period, the aggregate amount of interest which, in conformity with GAAP, would
be set forth opposite the caption "interest expense" or any like caption on an
income statement for such Person and its Subsidiaries on a consolidated basis
(including, but not limited to, Redeemable Dividends, whether paid or accrued,
on Preferred Stock of a Subsidiary (as defined below in these "Certain
Definitions"), imputed interest included in Capitalized Lease Obligations, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, the net costs associated with
hedging obligations, amortization of other financing fees and expenses, the
interest portion of any deferred payment obligation, amortization of discount or
premium, if any, and all other non-cash interest expense (other than interest
amortized to cost of sales)) plus, without duplication, all net capitalized
interest for such period and all interest incurred or paid under any guarantee
of Indebtedness (including a guarantee of principal, interest or any combination
thereof) of any Person, plus the amount of all dividends or distributions paid
on Disqualified Capital Stock (other than dividends paid or payable in shares of
Capital Stock of the Company).
"CONSOLIDATED NET INCOME" means, with respect to any Person, for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; PROVIDED,
HOWEVER, that (a) for any Person (the "other Person") in which the Person in
question or any of its Subsidiaries has less than a 100% interest (which
interest does not cause the net income of such other Person to be consolidated
into the net income of the Person in question in
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accordance with GAAP) (i) Net Income of the other Person shall be included only
to the extent of the amount of dividends or distributions paid to the Person in
question or its Subsidiary, and (ii) net loss related to the interest of the
Company and its Subsidiaries in TeleNoticias del Mundo, L.P. shall be included
in Net Income of the Company and its Subsidiaries only to the extent that such
net loss is in excess of $10 million and to the extent the Company or its
Subsidiaries have contributed or contribute amounts to TeleNoticias del Mundo,
L.P. in an aggregate amount in excess of $10 million, (b) the Net Income of any
Subsidiary of the Person in question that is subject to any restriction or
limitation on the payment of dividends or the making of other distributions
shall be excluded to the extent of such restriction or limitation, (c) the Net
Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded, (d) any net gain
(but not loss) resulting from an Asset Sale by the Person in question or any of
its Subsidiaries other than in the ordinary course of business shall be
excluded, (e) extraordinary, unusual and non-recurring gains and losses shall be
excluded, and (f) all non-cash items increasing Consolidated Net Income and not
otherwise included in the definition of EBITDA shall be excluded.
"CREDIT FACILITIES" means any credit facility or agreement (including the
Loan and Security Agreement) with a bank or syndicate of banks or other
financial institutions (including working capital or revolving credit
facilities) including any related guarantees, collateral documents, instruments
and agreements executed in connection therewith, as such agreements may be
amended, renewed, extended, substituted, refinanced, restructured, replaced,
supplemented or otherwise modified from time to time (including without
limitation, any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing). For all purposes under the Senior Note Indenture, "Credit
Facilities" shall include any amendments, renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplements or any other
modifications that increase the principal amount of the Indebtedness thereunder
or commitments to lend thereunder and have been made in compliance with the
"Limitation on Additional Indebtedness" covenant; PROVIDED that for purposes of
the definition of "Permitted Indebtedness," no such increase may result in the
principal amount of Indebtedness of the Company and the Restricted Subsidiaries
under the Credit Facilities exceeding the amount permitted by clause (a) of the
definition of "Permitted Indebtedness."
"CUMULATIVE CONSOLIDATED INTEREST EXPENSE" means with respect to any Person,
as of any date of determination, Consolidated Interest Expense from the Issue
Date to the end of the Company's most recently ended full fiscal quarter prior
to such date, taken as a single accounting period.
"CUMULATIVE EBITDA" means with respect to any Person, as of any date of
determination, EBITDA from the Issue Date to the end of the Company's most
recently ended full fiscal quarter prior to such date, taken as a single
accounting period.
"CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar arrangement designed to protect the Company or any of
its Restricted Subsidiaries against fluctuations in currency values.
"DISQUALIFIED CAPITAL STOCK" means any Capital Stock of the Company or a
Restricted Subsidiary thereof which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable at the
option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the maturity date of the Senior Notes, for cash or securities
constituting Indebtedness. Without limitation of the foregoing, Disqualified
Capital Stock shall be deemed to include (i) any Preferred Stock of a Restricted
Subsidiary of the Company and (ii) any Preferred Stock of the Company, with
respect to either of which, under the terms of such Preferred Stock, by
agreement or otherwise, such Restricted Subsidiary or the Company is obligated
to pay current dividends or distributions in cash during the period prior to the
maturity date of the Senior Notes.
"EBITDA" means, for any Person, for any period for which it is to be
determined, an amount equal to the sum of, without duplication, (i) Consolidated
Net Income for such period, plus (ii) the provision for
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taxes for such period based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income and any provision for
taxes utilized in computing net loss under clause (i) hereof, plus (iii)
Consolidated Interest Expense for such period (including, for this purpose,
Redeemable Dividends to the extent that such dividends were deducted in
determining Net Income), plus (iv) depreciation and amortization for such period
on a consolidated basis, plus (v) non-cash charges for such period on a
consolidated basis, except that with respect to the Company each of the
foregoing items shall be determined on a consolidated basis with respect to the
Company and its Restricted Subsidiaries only.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"FAIR MARKET VALUE" or "fair value" means, with respect to any asset or
property or Capital Stock, the price which could be negotiated in an
arm's-length, free market transaction, for cash, between an informed and willing
seller and an informed, willing and able buyer, neither of whom is under undue
pressure or compulsion to complete the transaction.
"GAAP" means generally accepted accounting principles consistently applied
as in effect in the United States from time to time.
"GUARANTEE" is defined to mean any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keepwell, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); PROVIDED that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.
"INCUR" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such Indebtedness or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Indebtedness or other obligation on the balance sheet of such person (and
"incurrence," "incurred," "incurrable," and "incurring" shall have meanings
correlative to the foregoing).
"INDEBTEDNESS" is defined to mean, with respect to any Person, at any date
of determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto), (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property (excluding any
balances that constitute accounts payable or trade payables, and other accrued
liabilities arising in the ordinary course of business, including, without
limitation, any and all programming obligations), which purchase price is due
more than six months after the date of placing such property in service or
taking delivery and title thereto, (v) all obligations of such Person as lessee
under Capitalized Lease Obligations and all Purchase Money Indebtedness; (vi)
all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the
amount of such Indebtedness shall be the lesser of (A) the fair market value of
such asset at such date of determination and (B) the principal amount of such
Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person; (viii) to the
extent not otherwise included in this definition, net obligations under Currency
Agreements and Interest Rate Agreements; and (ix) all Disqualified Capital Stock
issued by such Person. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation;
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PROVIDED that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP and for purposes
of calculating the amount of the Senior Notes outstanding at any time, the
amount shall be the Accreted Value thereof as of such time. A Guarantee of (or
an obligation with respect to a letter of credit supporting) Indebtedness
permitted by the terms of the Senior Note Indenture will not constitute a
separate incurrence of Indebtedness.
"INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal, expert or
investment banking firm of nationally recognized standing that is, in the
reasonable and good faith judgment of the Board of Directors of the Company,
qualified to perform the task for which such firm has been engaged and
disinterested and independent with respect to the Company and its Affiliates.
"INTEREST RATE PROTECTION AGREEMENT" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party therein against
fluctuations in interest rates.
"INVESTMENTS" means, directly or indirectly, any advance, account receivable
(other than an account receivable arising in the ordinary course of business),
loan or capital contribution to (by means of transfers of property to others,
payments for property or services for the account or use of others or
otherwise), the purchase of any stock, bonds, notes, debentures, partnership or
joint venture interests or other securities of, the acquisition, by purchase or
otherwise, of all or substantially all of the business or assets or stock or
other evidence of beneficial ownership of, any Person or the making of any
investment in any Person. Investments shall exclude extensions of trade credit
in the ordinary course of business, repurchases or redemptions of the Senior
Notes by the Company, prepaid expenses (including television programming)
arising in the ordinary course of business, endorsements for collection or
deposit in the ordinary course of business, worker's compensation, utility,
lease and similar deposits made in the ordinary course of business, and loans
and advances to employees, other than officers and directors of the Company or
any Restricted Subsidiary, made in the ordinary course of business.
"ISSUE DATE" means the date the Senior Notes are first issued by the Company
and authenticated by the Trustee under the Senior Note Indenture.
"JOINT VENTURE AGREEMENT" means the Amended and Restated Partnership
Agreement of Video 44, dated as of November 8, 1995.
"LIEN" means with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including
without limitation, any Capitalized Lease Obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).
"LOAN AND SECURITY AGREEMENT" means the Loan and Security Agreement by and
between the Company, certain of its Subsidiaries and Foothill Capital
Corporation dated December 30, 1994, as amended to the Issue Date.
"LOCAL MARKETING AGREEMENT" means a local marketing arrangement, sale
agreement, time brokerage agreement, management agreement or similar arrangement
pursuant to which a Person (which, if not the Company, shall be a single-purpose
entity which cannot conduct any other business operations but those which are to
be purchased or managed pursuant to the following provisions): (i) obtains the
right to sell at least a majority of the advertising inventory of a television
station on behalf of a third party, (ii) purchases at least a majority of the
air time of a television station to exhibit programming and sell advertising
time, (iii) manages the selling operations of a television station with respect
to at least a majority of the advertising inventory of such station, (iv)
manages the acquisition of programming for a television station, (v) acts as a
program consultant for a television station, or (vi) manages the operation of a
television station generally.
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"MATURITY" means the date on which the principal of a Senior Note becomes
due and payable in full as provided therein or herein, whether at its Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
"NET INCOME" means, with respect to any Person for any period, the net
income (loss) of such Person determined in accordance with GAAP.
"NET PROCEEDS" means (a) in the case of any sale of Capital Stock by the
Company, the aggregate net proceeds received by the Company, after payment of
expenses, commissions and the like incurred in connection therewith, whether
such proceeds are in cash or in property (valued at the fair market value
thereof, as determined in good faith by the Board of Directors, at the time of
receipt) and (b) in the case of any exchange, exercise, conversion or surrender
of outstanding securities of any kind for or into shares of Capital Stock of the
Company which is not Disqualified Capital Stock, the net book value of such
outstanding securities on the date of such exchange, exercise, conversion or
surrender (plus any additional amount required to be paid by the holder to the
Company upon such exchange, exercise, conversion or surrender, less any and all
payments made to the holders, e.g., on account of fractional shares and less all
expenses incurred by the Company in connection therewith).
"PERMITTED HOLDERS" means Apollo, TLMD, Bastion Capital Fund L.P. or
Hernandez Partners or any of their respective Affiliates.
"PERMITTED INDEBTEDNESS" means, without duplication, (a) Indebtedness of the
Company or, to the extent permitted pursuant to the covenant entitled
"Limitation on Restricted Subsidiary Debt and Preferred Stock," any Restricted
Subsidiary, evidenced by or arising under Credit Facilities, which taken
together (without duplication) is in an aggregate principal amount at any one
time not to exceed $75 million; (b) Indebtedness of the Company evidenced by or
arising under the Senior Notes and the Senior Note Indenture; (c) Indebtedness
of the Company or any Restricted Subsidiary remaining outstanding immediately
after the Issue Date after giving effect to the consummation of the transactions
described in the Prospectus under "Use of Proceeds" above; (d) Indebtedness of
the Company or any Restricted Subsidiary under Currency Agreements and Interest
Rate Protection Agreements which are entered into for the purpose of protection
against risk of currency or interest rate fluctuations affecting the Company or
any of its Subsidiaries in its ordinary course of business or that are related
to payment obligations of the Company or any of its Subsidiaries otherwise
permitted under the Senior Note Indenture; (e) unsecured Indebtedness of the
Company owing to a Restricted Subsidiary of the Company which shall be evidenced
by an intercompany promissory note that is subordinated in right of payment to
the payment and performance of the Company's obligations under the Senior Note
Indenture and the Senior Notes and any subsequent issuance or transfer of
Capital Stock of a Restricted Subsidiary of the Company (the "Creditor
Subsidiary") that results in such Creditor Subsidiary ceasing to be a Restricted
Subsidiary of the Company or any subsequent transfer of Indebtedness owing from
the Company to such Creditor Subsidiary (other than a transfer to another
Restricted Subsidiary of the Company) shall be deemed in each case to constitute
the incurrence of Indebtedness by the Company to the extent of any such
Indebtedness then outstanding; (f) Indebtedness of the Company incurred in
connection with a repurchase of the Senior Notes pursuant to a Change of
Control, in whole or in part, provided that the principal amount of such
Indebtedness does not exceed 101% of the Accreted Value of the Senior Notes
repurchased and the reasonable, customary expenses, fees and costs of the
Company, and such Indebtedness (x) has an Average Life to Stated Maturity equal
to or greater than the remaining Average Life to Maturity of the Senior Notes,
and (y) does not mature prior to the Stated Maturity of the Senior Notes; (g)
Purchase Money Indebtedness and Capitalized Lease Obligations of the Company or,
to the extent permitted pursuant to the covenant entitled "Limitation on
Restricted Subsidiary Debt and Preferred Stock," any Restricted Subsidiary,
incurred in the ordinary course of business in a principal amount outstanding at
the time of incurrence which does not in the aggregate exceed $15 million at any
time outstanding; (h) Indebtedness of the Company or any Restricted Subsidiary
incurred or incurrable in respect of reimbursement obligations related to
letters of credit, banker's acceptances or similar facilities entered into in
the ordinary course of business; (i) Indebtedness of the Company and any
Restricted Subsidiary in respect to bids, performance and surety bonds and
obligations provided in the
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ordinary course of business and appeal bonds; (j) Acquired Indebtedness,
provided that such Indebtedness was not incurred or issued as a result of, or in
connection with, or in anticipation of, such Person becoming a Restricted
Subsidiary of the Company and immediately after giving effect to such Person
becoming a Restricted Subsidiary of the Company (as if such Indebtedness was
incurred and issued on the first day of the previous four fiscal quarters), the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the "Limitation on Additional Indebtedness" covenant above;
(k) Indebtedness incurred by the Company in exchange for, or the proceeds of
which are used to refinance Indebtedness incurred in compliance with the ratio
set forth in the first paragraph of the covenant entitled "Limitation on
Additional Indebtedness" and Indebtedness referred to in clauses (b) through (d)
and (f) through (i) of this paragraph, provided that (i) such Indebtedness is in
an aggregate principal amount not in excess of the aggregate principal amount
then outstanding of the Indebtedness being refinanced, plus the amount of
accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
preexisting payment provisions on such Indebtedness being refinanced, plus the
reasonable, customary expenses, fees, and costs of the Company incurred in
connection with such refinancing, (ii) such Indebtedness is scheduled to mature
either (A) no earlier than the Indebtedness being refinanced or (B) after the
Stated Maturity of the Senior Notes, and (iii) such Indebtedness has an Average
Life at the time such Indebtedness is incurred that is equal to or greater than
the Average Life of the Indebtedness being refinanced, and (iv) such
Indebtedness is ranked in right of payment to the Senior Notes no more favorably
than the Indebtedness being refinanced is ranked in right of payment to the
Senior Notes; (l) Indebtedness incurred or incurrable, to the extent permitted
pursuant to the covenant entitled "Limitation on Restricted Subsidiary Debt and
Preferred Stock", by a Restricted Subsidiary under any Guarantee of any
Restricted Subsidiary made in the ordinary course of business and not to exceed
$10 million at any one time outstanding; (m) Indebtedness incurred or incurrable
by Telemundo of Chicago, Inc. and Harriscope of Chicago, Inc. pursuant to
Section 3.5(a) of the Joint Venture Agreement; (n) Indebtedness of the Company
not otherwise permitted to be incurred pursuant to this section, so long as the
aggregate principal amount of all such Indebtedness does not exceed $25 million
at any one time outstanding; (o) Indebtedness of a Restricted Subsidiary for
refinancing of certain Indebtedness as permitted under clause (j) of "Certain
Covenants -- Limitation on Restricted Subsidiary Debt and Preferred Stock;" (p)
Indebtedness of any Restricted Subsidiary or Preferred Stock of any Restricted
Subsidiary issued to and held by the Company or a Wholly-Owned Restricted
Subsidiary of the Company, provided that such Indebtedness or Preferred Stock is
at all times held by the Company or a Wholly-Owned Restricted Subsidiary of the
Company; and (q) Indebtedness, to the extent permitted pursuant to the covenant
entitled "Limitation on Restricted Subsidiary Debt and Preferred Stock," of any
Restricted Subsidiary pursuant to a Local Marketing Agreement.
"PERMITTED INVESTMENTS" means, for any Person, Investments made on or after
the date of the Indenture consisting of:
(i) Investments by the Company, or by a Restricted Subsidiary thereof,
in the Company or a Restricted Subsidiary:
(ii) Temporary Cash Investments;
(iii) Investments in Property used in the ordinary course of business;
(iv) Investments by the Company, or by a Restricted Subsidiary thereof,
in a Person (or in all or substantially all of the business or assets of
such Person), if as a result of such Investment (a) such Person becomes a
Restricted Subsidiary of the Company, (b) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary thereof or (c) such business or assets are owned by
the Company or a Restricted Subsidiary;
(v) an Investment that is made by the Company or a Restricted Subsidiary
thereof in the form of any stock, bonds, notes, debentures, partnership or
joint venture interests or other securities that
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are issued by a third party to, or otherwise received by, the Company or
Restricted Subsidiary solely as partial consideration for the consummation
of an Asset Sale that is otherwise permitted under the covenant described
under "Limitation on Sale of Assets";
(vi) Investments pursuant to any agreement or obligation of the Company
or a Restricted Subsidiary, in effect on the Issue Date, which requires the
Company to make such Investments;
(vii) Investments made after the Issue Date in the Primary Business of
the Company not to exceed $25 million at any one time outstanding;
(viii) Investments made after the Issue Date in majority-owned
Subsidiaries of the Company in the Primary Business of the Company not to
exceed $10 million at any one time outstanding;
(ix) loans and reasonable advances to officers and directors of the
Company or any of its Restricted Subsidiaries made in the ordinary course of
business in an aggregate principal amount not exceeding $1,000,000;
(x) Investments received in settlement of obligations incurred in the
ordinary course of business owed to the Company or any Restricted Subsidiary
(other than by the Company or any Subsidiary) and as a result of bankruptcy
or insolvency proceedings or upon the foreclosure, perfection or enforcement
of any Lien in favor of the Company or any Restricted Subsidiary;
(xi) Investments held by any Person on the date such Person becomes a
Restricted Subsidiary and not in excess of 5% of the total fair market value
of the assets of such Person being transferred in such acquisition; and
(xii) Investments in any Person with which the Company or any of the
Restricted Subsidiaries has entered into, or has an agreement that, subject
to consummation of such agreement, entitles the Company or any of its
Restricted Subsidiaries to enter into, a Local Marketing Agreement and
investments in any Person created by such a Local Marketing Agreement.
"PERMITTED LIENS" means, without duplication (a) Liens securing Indebtedness
incurred under the Credit Facilities incurred in accordance with "Certain
Covenants -- Limitation on Indebtedness"; (b) Liens on property or assets of, or
any shares of stock of or secured debt of, any Person or corporation existing at
the time such Person or corporation becomes a Restricted Subsidiary of the
Company or at the time such Person or corporation is merged into the Company or
any of its Restricted Subsidiaries, provided that such Liens are not incurred in
connection with, or in contemplation of, such Person or corporation becoming a
Restricted Subsidiary of the Company or merging into the Company or any of its
Restricted Subsidiaries; (c) Liens on Property existing at the time of
acquisition of such Property, provided that such Liens are not incurred in
connection with, or in contemplation of, such Property being acquired; (d) Liens
existing on the date of this Indenture; (e) Liens securing Capitalized Lease
Obligations permitted to be incurred under the covenant entitled "Limitation on
Additional Indebtedness" provided that such Lien does not extend to any property
other than that subject to underlying lease; (f) charges or levies (other than
any Lien imposed by the Employee Retirement Income Security Act of 1974, as
amended) that are not yet subject to penalties for non-payment or are being
contested in good faith by appropriate proceedings and for which adequate
reserves, if required, have been established or other provisions have been made
in accordance with GAAP; (g) statutory mechanics', workmen's, materialmen's,
operators', warehousemen's, repairmen's and bankers' liens, and similar Liens
imposed by law and arising in the ordinary course of business for sums which are
not overdue by more than 15 days or, if so overdue, are being contested in good
faith by appropriate proceedings and for which adequate reserves, if required,
have been established or other provisions have been made in accordance with
GAAP; (h) minor imperfections of, or encumbrances on, title that do not impair
the value of property for its intended use; (i) Liens (other than any Lien under
the Employee Retirement Income Security Act of 1974, as amended) incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security; (j)
Liens incurred or deposits made to secure the performance of tenders, bids,
leases, statutory or
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regulatory obligations, bankers' acceptances, surety and appeal bonds,
government contracts, performance and return of money bonds and other
obligations of a similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (k) easements,
rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or of any of its
Subsidiaries; (l) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under the Senior Note Indenture, PROVIDED that (1) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund the cost (including the sales and
excise taxes, installation and delivery charges and other direct costs of, and
other direct expenses paid or charged in connection with such purchase or
construction) of the item of Property subject thereto and such Lien is created
prior to, at the time of or within 365 days after the later of the acquisition,
the completion of construction or the commencement of full operation of such
property, (2) the principal amount of the Indebtedness secured by such Lien does
not exceed 100% of such cost, and (3) any such Lien shall not extend to or cover
any Property other than such item of Property and any improvements on such item
or proceeds thereof; (m) Liens in favor of the Company or any Wholly-Owned
Subsidiary of the Company; (n) Liens arising from the rendering of a final
judgment or order against the Company or any Subsidiary of the Company that does
not give rise to an Event of Default and that do not interfere with the ordinary
course of the Company and its Subsidiaries; (o) Liens securing reimbursement
obligations with respect to letters of credit incurred in accordance with the
Senior Note Indenture that encumber documents and other property relating to
such letters of credit and the products and proceeds thereof; (p) Liens
encumbering customary initial deposits and margin deposits, and other Liens that
are within the general parameters customary in the industry and incurred in the
ordinary course of business securing Indebtedness under Interest Rate Protection
Agreements and Currency Agreements constituting Indebtedness permitted to be
incurred pursuant to the "Limitation on Additional Indebtedness" covenant
pursuant to clause (d) of the definition of "Permitted Indebtedness"; (q) Liens
securing Permitted Indebtedness incurred in accordance with subsection (j) of
the definition of "Permitted Indebtedness"; (r) other Liens securing obligations
incurred in the ordinary course of business which obligations do not exceed
$250,000 in the aggregate at any one time outstanding; (s) Liens to secure any
permitted extension, renewal, refinancing or refunding (or successive
extensions, renewals, refinancings or refundings), in whole or in part, of any
Indebtedness secured by Liens referred to in the foregoing clauses (b) through
(r), provided that, such Liens do not extend to any other property or assets and
the principal amount of the debt secured by such Liens is not increased; (t)
Liens with respect to any license of intellectual property entered into in the
ordinary course of business (including programing agreements); and (u) Liens in
connection with Local Marketing Agreements related to the Primary Business.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).
"PREFERRED STOCK" means any Capital Stock of a Person, however designated,
which entities the holder thereof to a preference with respect to dividends,
distributions or liquidation proceeds of such Person over the holders of other
Capital Stock issued by such Person.
"PRIMARY BUSINESS" means the ownership and operation of television stations
and networks and production facilities and the creation, production, development
and distribution of products for television.
"PROPERTY" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person and its Subsidiaries under
GAAP.
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"PURCHASE MONEY INDEBTEDNESS" means any Indebtedness incurred in the
ordinary course of business by a Person to finance the cost (including the cost
of construction) of an item of property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.
"QUALIFIED ISSUER" means any commercial bank having capital, surplus and
undivided profits totaling in excess of $100,000 and the outstanding short-term
debt securities of which are rated at least A-2 by S&P or at least P-2 by
Moody's, or carrying an equivalent rating by a nationally recognized rating
agency if both the two named rating agencies cease publishing ratings of
investments.
"REDEEMABLE DIVIDEND" means, for any dividend or distribution with regard to
Disqualified Capital Stock, the quotient of the dividend or distribution divided
by the difference between one and the maximum statutory federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Disqualified Capital Stock.
"RESTRICTED PAYMENT" means, without duplication, any of the following: (i)
the declaration or payment of any dividend or any other distribution or payment
on Capital Stock of the Company or any Restricted Subsidiary of the Company or
any payment made to the direct or indirect holders (in their capacities as such)
of Capital Stock of the Company or any Restricted Subsidiary of the Company
(other than (x) dividends or distributions payable solely in Capital Stock
(other than Disqualified Capital Stock) or in options, warrants or other rights
to purchase Capital Stock (other than Disqualified Capital Stock), and (y) in
the case of Restricted Subsidiaries of the Company, dividends or distributions
payable to the Company or to a Wholly-Owned Subsidiary of the Company), (ii) the
purchase, redemption or other acquisition or retirement for value of any Capital
Stock of the Company or any of its Restricted Subsidiaries (other than Capital
Stock owned by the Company or a Wholly-Owned Subsidiary of the Company,
excluding Disqualified Capital Stock), (iii) the making of any Investment or
guarantee of any Investment in any Person other than a Permitted Investment,
(iv) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary on
the basis of the fair market value of such Subsidiary utilizing standard
valuation methodologies and approved by the board of directors and (v)
forgiveness of any Indebtedness (other than Indebtedness of a Wholly-Owned
Restricted Subsidiary) of an Affiliate of the Company to the Company or a
Restricted Subsidiary. For purposes of determining the amount expended for
Restricted Payments, cash distributed or invested shall be valued at the face
amount thereof and property other than cash shall be valued at its fair market
value determined as conclusively determined by the Company's Board of Directors
in good faith.
"RESTRICTED SUBSIDIARY" means a Subsidiary of the Company other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date, including but not limited to Telemundo of
Chicago, Inc. The Board of Directors of the Company may designate any
Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving
effect to such action (and treating any Acquired Indebtedness as having been
incurred at the time of such action), the Company could have incurred at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
the "Limitation on Additional Indebtedness" covenant.
"SALE AND LEASE-BACK TRANSACTION" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of the
Company of any real or tangible personal property, which property has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such
Person in contemplation of such leasing.
"STATED MATURITY" means, with respect to any security or Indebtedness, the
date specified therein as the fixed date on which any principal of such security
or Indebtedness is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
thereof at the option of the holder thereof).
"SUBSIDIARY" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which more
than 50% of the total voting power of the Capital Stock entitled (without
84
<PAGE>
regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with the first-named Person for
financial statement purposes.
"TEMPORARY CASH INVESTMENTS" means (i) Investments in marketable, direct
obligations issued, guaranteed or insured by the United States of America, or of
any governmental agency thereof and backed by the full faith and credit of the
United States, in each case maturing within 365 days of the date of acquisition
thereof; (ii) Investments in certificates of deposit or Eurodollar deposits,
demand deposits, time deposits, overnight bank deposits, and banker's
acceptances offered by a Qualified Issuer, maturing within 365 days of the date
of acquisition thereof; (iii) commercial paper maturing no more than one year
from the date of creation thereof and, at the time of acquisition, having a
rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) repurchase
obligations with a term of not more than seven (7) days for underlying
securities of the type described in clause (i) above entered into with any
Qualified Issuer; (v) deposits available for withdrawal on demand with a
Qualified Issuer; (vi) Investments not exceeding 365 days in duration in money
market funds that invest substantially all of such funds' assets in the
Investments described in the preceding clauses (i), (ii) and (iii); and (vii)
foreign equivalents of the Investments described in clauses (i), (ii) and (v)
above, provided that such foreign equivalents shall be permitted by the Company
or a Restricted Subsidiary only to the extent that such Person holds such
foreign equivalents in the ordinary course of its business and in the currency
of the country where such Person conducts its business.
"TLMD" means TLMD Partners II, L.L.C., a Delaware limited liability company,
and its Affiliates, members (including voting committee members), investing
managers and investment advisors, or any investment fund, investment account or
other entity whose investing manager, investment advisor or general partner, or
any principal thereof, is any of the foregoing entities or individuals or any
principal or Affiliate of any of them; provided, however, that no entity or
individual shall be deemed within the definition of TLMD when that entity or
individual ceases to be an Affiliate of any of the foregoing entities or
individuals or an investment fund, investment account or other entity whose
investing manager, investment advisor or general partner, or any principal
thereof, is any of the foregoing entities or individuals or any principal or
Affiliate of any of them.
"UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary of an Unrestricted
Subsidiary and (b) any Subsidiary of the Company which is classified after the
Issue Date as an Unrestricted Subsidiary by a resolution adopted by the Board of
Directors of the Company, provided that a Subsidiary organized or acquired after
the Issue Date may be so classified as an Unrestricted Subsidiary only if such
classification is in compliance with the covenant set forth under "Limitation on
Restricted Payments." The Trustee shall be given prompt notice by the Company of
each resolution adopted by the Board of Directors of the Company under this
provision, together with a copy of each such resolution adopted.
"WHOLLY-OWNED SUBSIDIARY" or "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means any
Restricted Subsidiary all of the outstanding voting securities (other than
directors' qualifying shares) of which are owned, directly or indirectly, by the
Company.
85
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences
associated with the acquisition, ownership, and disposition of Senior Notes by
an initial purchaser of such Notes. Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
counsel to the Company, is of the opinion that the material federal income tax
consequences of an investment in Senior Notes are as described by the following
discussion. The following summary does not discuss all of the aspects of U.S.
federal income taxation that may be relevant to a prospective Holder of the
Senior Notes in light of his particular circumstances or to certain types of
Holders (including insurance companies, tax-exempt entities, financial
institutions or broker-dealers, foreign corporations and persons who are not
citizens or residents of the United States) which are subject to special
treatment under the U.S. federal income tax laws. In addition, this summary does
not describe any tax consequences under state, local, or foreign tax laws.
The discussion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations, Internal Revenue Service ("IRS") rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change at any time by legislative, judicial or administrative action. Any such
changes may be applied retroactively in a manner that could adversely affect a
Holder of the Senior Notes. The Company has not sought and will not seek any
rulings from the IRS with respect to the matters discussed below. There can be
no assurance that the IRS will not take positions concerning the tax
consequences of the purchase, ownership or disposition of the Senior Notes which
are different from those discussed herein.
EACH PROSPECTIVE PURCHASER OF SENIOR NOTES SHOULD CONSULT HIS OWN TAX
ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO SUCH PURCHASER OF
ACQUIRING, OWNING AND DISPOSING OF SENIOR NOTES INCLUDING THE APPLICATION OF
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SENIOR NOTES
The Senior Notes will be issued with original issue discount for federal
income tax purposes, and Holders of the Senior Notes will be required to
recognize such original issue discount as ordinary interest income as it accrues
on the Senior Notes (regardless of whether the holder is a cash or accrual basis
taxpayer). As a result, in certain accrual periods a Holder will be required to
recognize gross income in excess of the amount of cash payments received.
The amount of original issue discount with respect to each Senior Note will
be equal to the excess of the "stated redemption price at maturity" of such
Senior Note over its issue price, as defined below. The "stated redemption price
at maturity" of each Senior Note will include all cash payments (other than
stated interest to the extent that it is unconditionally payable at least
annually at a single fixed rate ("qualified stated interest")) required to be
made thereunder until maturity. The "issue price" of the Senior Notes should be
equal to the initial offering price to the public (excluding bond houses,
brokers, and others acting as underwriters or wholesalers) at which price a
substantial amount of Senior Notes are sold. Qualified stated interest on the
Senior Notes is % per annum. To the extent that the stated interest of %
that accrues beginning, exceeds qualified stated interest,
such excess will also be included in the Senior Notes' stated redemption price
at maturity.
TAXATION OF ORIGINAL ISSUE DISCOUNT ON THE SENIOR NOTES
Each Holder of a Senior Note will be required to include in gross income (as
interest) an amount equal to the sum of the "daily portions" of the original
issue discount on the Senior Notes for each day such Holder holds a Senior Note.
The daily portions of original issue discount required to be included in a
Holder's gross income will be determined on a constant yield basis by allocating
to each day during the taxable year in which the Holder holds the Senior Notes a
pro rata portion of the original issue discount thereon which is attributable to
the "accrual period." The amount of the original issue discount attributable to
each accrual period will be the product of the "adjusted issue price" of the
Senior Notes at
86
<PAGE>
the beginning of such accrual period multiplied by the "yield to maturity" of
the Senior Notes, less the amount of any qualified stated interest allocable to
the accrual period. Appropriate adjustments will be made in computing the amount
of original issue discount attributable to the initial accrual period. The
adjusted issue price of the Senior Notes at the beginning of the first accrual
period is the issue price. Thereafter, the adjusted issue price of a Senior Note
is the issue price of the Senior Note plus the aggregate amount of original
issue discount that accrued in all prior accrual periods, and less any payments
(other than payments of qualified stated interest) on the Senior Note. The yield
to maturity of a Senior Note will be the discount rate that, when used to
compute the present value (on a semi-annual compounded basis) of all principal
and interest payments to be made under a Senior Note, produces a present value
equal to the issue price of the Senior Note.
The "accrual periods" of a Senior Note (other than the initial accrual
period) are each of the six-month periods during the term of the Senior Note
that end on and of each year.
TAXATION OF QUALIFIED STATED INTEREST ON THE SENIOR NOTES
Absent some special circumstances that may be particular to a Holder,
qualified stated interest paid on a Senior Note will be taxable to a holder as
ordinary interest income at the time it accrues or is received, in accordance
with the Holder's regular method of accounting for federal income tax purposes.
The Company will furnish annually to certain record Holders of the Senior
Notes and to the IRS information with respect to original issue discount
accruing during the calendar year (as well as qualified stated interest paid
during that year) as may be required under applicable regulations.
SALE OR OTHER TAXABLE DISPOSITION OF THE SENIOR NOTES
The sale, redemption or other taxable disposition of a Senior Note will
result in the recognition of gain or loss to the Holder in an amount equal to
the difference between (a) the amount of cash and fair market value of property
received (except to the extent attributable to the payment of accrued qualified
stated interest) in exchange therefor and (b) the Holder's adjusted tax basis in
such Senior Note.
A Holder's initial tax basis in a Senior Note purchased by such Holder
generally will be equal to the issue price of the Senior Notes, as discussed
above. The Holder's initial tax basis in a Senior Note will be increased by the
amount of original issue discount included in gross income with respect to such
Senior Note to the date of disposition and decreased by the amount of payments
(other than payments of qualified stated interest) with respect to such Senior
Notes.
Any gain or loss on the sale or other taxable disposition of a Senior Note
will be capital gain or loss, assuming a purchaser of the Senior Note holds such
security as a "Capital asset" (generally property held for investment) within
the meaning of Section 1221 of the Code. Any capital gain or loss will be long-
term capital gain or loss if the Senior Note had been held for more than one
year and otherwise will be short-term capital gain or loss. Payments on such
disposition for accrued qualified stated interest not previously included in
income will be treated as ordinary interest income.
BACKUP WITHHOLDING
The backup withholding rules require a payor to deduct and withhold a tax if
(a) the payee fails to furnish a taxpayer identification ("TIN") to the payor,
(b) the IRS notifies the payor that the TIN furnished by the payee is incorrect,
(c) the payee has failed to report properly the receipt of "reportable payments"
and the IRS has notified the payor that withholding is required, or (d) there
has been a failure of the payee to certify under the penalty of prejury that a
payee is not subject to withholding under Section 3406 of the Code. As a result,
if any one of the events discussed above occurs with respect to a Holder of
Senior Notes, the Company, its paying agent or other withholding agent will be
required to withhold a tax equal to 31% of any "reportable payment" made in
connection with the Senior Notes of such Holder. A "reportable payment"
includes, among other things, amounts paid in respect of interest of original
issue discount and amounts paid through brokers in retirement of securities. Any
amounts withheld from a payment to a Holder under the backup withholding rules
will be allowed as a refund or credit against
87
<PAGE>
such Holder's federal income tax, provided that the required information is
furnished to the IRS. Certain holders (including, among others, corporations and
certain tax-exempt organizations) are not subject to the backup withholding and,
as discussed above, information reporting requirements.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS TO THE COMPANY AND TO CORPORATE
HOLDERS OF SENIOR NOTES
The Senior Notes will constitute "applicable high yield discount
obligations" ("AHYDOs") if the yield to maturity of such Senior Notes is equal
to or greater than the sum of the relevant applicable federal rate (the "AFR")
plus five percentage points. If the Senior Notes constitute AHYDOs, the Company
will not be entitled to deduct original issue discount that accrues with respect
to such Senior Notes until amounts attributable to original issue discount are
paid, although the tax consequences to Holders will not be affected.
88
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
(the "Underwriting Agreement") between the Company and Salomon Brothers Inc,
Alex. Brown & Sons Incorporated, BT Securities Corporation (the "Underwriters"),
the Company has agreed to issue and sell to the Underwriters, and the
Underwriters have agreed to purchase from the Company, the Senior Notes in the
aggregate principal amount set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITERS OF SENIOR NOTES
- --------------------------------------------------------------------------- -----------------
<S> <C>
Salomon Brothers Inc....................................................... $
Alex. Brown & Sons Incorporated............................................
BT Securities Corporation..................................................
-----------------
Total.................................................................. $
-----------------
-----------------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions set forth therein. The Underwriters will be
obligated to purchase all the Senior Notes offered hereby if any Senior Notes
are purchased.
The Underwriters have advised the Company that the Underwriters propose
initially to offer the Senior Notes to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of % of the principal amount at
maturity of the Senior Notes. The Underwriters may allow and such dealers may
reallow a concession not in excess of % of such principal amount at maturity
of the Senior Notes. After the initial public offering, the public offering
price and such concessions may be changed.
The Company does not intend to list the Senior Notes on any national
securities exchange or to arrange for their quotation on Nasdaq. The
Underwriters have indicated that they intend to make a market in the Senior
Notes, subject to applicable laws and regulations. However, the Underwriters are
not obligated to do so and any such market-making may be discontinued at any
time at the sole discretion of the Underwriters without notice. Accordingly, no
assurance can be given that any market for the Senior Notes will develop, or, if
any such market develops, as to the liquidity of such market. See "Risk Factors
- -- No Prior Public Market; Possible Volatility of Senior Note Price."
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities and expenses, including liabilities
under the Act, or contribute to payments the Underwriters may be required to
make in respect thereof.
Bankers Trust Company, the trustee under the Old Note Indenture, is an
affiliate of BT Securities Corporation. Barry W. Ridings, a managing director of
Alex. Brown & Sons Incorporated, is a member of the Board of Directors of the
Company.
Apollo beneficially owns 41.6% of the aggregate outstanding principal amount
of the Old Notes. Apollo has agreed to tender its Old Notes in the Repurchase
Offer, to deliver its Consent to the Proposed Amendments, to not revoke such
Consent prior to the initial Consent Date (5:00 p.m., New York City time, on
December 26, 1995), and to not transfer any interest in such Old Notes prior to
such initial Consent Date unless such transferee (and any further transferees)
agrees, among other things, to not revoke such Consent prior to such initial
Consent Date. Apollo is considering the sale by December 31, 1995 of its rights
associated with the Old Notes to be tendered in the Repurchase Offer. Apollo has
had discussions with Salomon Brothers Inc with respect to such sale. No
agreement has been reached on the definitive terms of any such possible sale nor
is there any certainty that such agreement will be reached or that Apollo will
in fact sell such rights.
Salomon Brothers Inc will be retained as the dealer manager in connection
with the Consent Solicitation and Repurchase Offer referred to above. See
"Summary -- Other Transactions."
89
<PAGE>
EXPERTS
The audited consolidated financial statements and the related financial
statement schedule included in this Prospectus and incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is included and incorporated herein by reference, and
have been so incorporated and included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The financial statements of Video 44 as of December 31, 1994 and 1993 and
for each of the two years in the period ended December 31, 1994 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the Senior Notes and certain legal matters have been passed
upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. Certain legal
matters relating to FCC regulations have been passed upon for the Company by
Hogan & Hartson, L.L.P. Certain legal matters will be passed upon for the
Underwriters by Munger, Tolles & Olson.
90
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
TELEMUNDO GROUP, INC.
Audited Consolidated Financial Statements
Independent Auditors' Report of Deloitte & Touche LLP.............................. F-2
Consolidated Statements of Operations for the years ended December 31, 1992, 1993
and 1994.......................................................................... F-3
Consolidated Balance Sheets at December 31, 1993 and 1994.......................... F-4
Consolidated Statements of Changes in Common Stockholders' Equity for the years
ended December 31, 1992, 1993 and 1994............................................ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993
and 1994.......................................................................... F-6
Notes to Consolidated Financial Statements......................................... F-7
Schedule II -- Valuation and Qualifying Accounts................................... F-18
Unaudited Consolidated Financial Statements
Consolidated Statements of Operations for the nine months ended September 30, 1994
and 1995.......................................................................... F-20
Consolidated Balance Sheets at December 31, 1994 and September 30, 1995............ F-21
Consolidated Statement of Changes in Common Stockholders' Equity for the nine
months ended September 30, 1995................................................... F-22
Consolidated Statements of Cash Flows for the nine months ended September 30, 1994
and 1995.......................................................................... F-23
Notes to Consolidated Financial Statements......................................... F-24
VIDEO 44
Audited Financial Statements
Report of Independent Accountants of Price Waterhouse LLP.......................... F-27
Statements of Income for the years ended December 31, 1993 and 1994................ F-28
Balance Sheets at December 31, 1993 and 1994....................................... F-29
Statements of Joint Venturers' Equity for the years ended December 31, 1993 and
1994.............................................................................. F-30
Statements of Cash Flows for the years ended December 31, 1993 and 1994............ F-31
Notes to Financial Statements...................................................... F-32
Unaudited Financial Statements
Statements of Income for the nine months ended September 30, 1994 and 1995......... F-37
Balance Sheet at September 30, 1995................................................ F-38
Statements of Cash Flows for the nine months ended September 30, 1994 and 1995..... F-39
Note to Financial Statements....................................................... F-40
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Telemundo Group, Inc.
Miami, Florida
We have audited the accompanying consolidated balance sheets of Telemundo Group,
Inc. and its subsidiaries (the "Company") as of December 31, 1994 (Successor
Company balance sheet) and 1993 (Predecessor Company balance sheet), and the
related consolidated statements of operations, changes in common stockholders'
equity (deficiency) and of cash flows for each of the three years in the period
ended December 31, 1994 (Predecessor Company operations). Our audits also
included the consolidated financial statement schedule listed on page F-18.
These financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Notes 1 and 2 to the financial statements, on July 20, 1994, the
Bankruptcy Court entered an order confirming the plan of reorganization which
became effective after the close of business on December 30, 1994. Accordingly,
the accompanying financial statements have been prepared in conformity with
AICPA Statement of Position 90-7, "Financial Reporting for Entities in
Reorganization Under the Bankruptcy Code," for the Successor Company as a new
entity with assets, liabilities and a capital structure having carrying values
not comparable with prior periods as described in Notes 1 and 2.
In our opinion, the Successor Company consolidated balance sheet presents
fairly, in all material respects, the financial position of the Company as of
December 31, 1994. Further, in our opinion, the Predecessor Company consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of the Predecessor Company as of December 31, 1993, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 1994 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects, the information set forth
therein.
/s/ Deloitte & Touche LLP
Miami, Florida
March 22, 1995
F-2
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
PREDECESSOR
----------------------------------------------------
YEAR ENDED DECEMBER 31 1992 1993 1994
- ------------------------------------------------------------ ---------------- ---------------- ----------------
<S> <C> <C> <C>
Net revenue................................................. $ 153,572,000 $ 177,809,000 $ 183,894,000
---------------- ---------------- ----------------
Costs and expenses:
Direct operating costs.................................... 71,211,000 83,166,000 90,914,000
Selling, general and administrative expenses other than
network and corporate.................................... 33,225,000 34,191,000 35,688,000
Network expenses.......................................... 21,026,000 26,167,000 28,501,000
Corporate expenses........................................ 6,772,000 6,219,000 4,811,000
Depreciation and amortization............................. 10,515,000 11,469,000 10,804,000
---------------- ---------------- ----------------
142,749,000 161,212,000 170,718,000
---------------- ---------------- ----------------
Operating income............................................ 10,823,000 16,597,000 13,176,000
Other (expense) income...................................... 1,438,000 (351,000) (34,000)
Reorganization items........................................ -- (2,543,000) 76,255,000
Interest expense -- net of interest income of $1,308,000 in
1992 and $554,000 in 1993.................................. (35,739,000) (24,411,000) (645,000)
Equity in net loss from TeleNoticias........................ -- -- (1,314,000)
---------------- ---------------- ----------------
Income (loss) before income taxes........................... (23,478,000) (10,708,000) 87,438,000
Income tax provision........................................ (3,265,000) (3,351,000) (3,389,000)
---------------- ---------------- ----------------
Income (loss) before extraordinary item..................... (26,743,000) (14,059,000) 84,049,000
Extraordinary gain -- extinguishment of debt................ -- -- 130,482,000
---------------- ---------------- ----------------
Net income (loss)........................................... $ (26,743,000) $ (14,059,000) $ 214,531,000
---------------- ---------------- ----------------
---------------- ---------------- ----------------
Net income (loss) per share................................. $ * $ * $ *
---------------- ---------------- ----------------
---------------- ---------------- ----------------
<FN>
- ------------------------
* Net income (loss) per share is not applicable as the Company has been
recapitalized and has adopted fresh start reporting as of December 31, 1994
(see Note 2).
</TABLE>
See notes to consolidated financial statements
F-3
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
PREDECESSOR
----------------
AT DECEMBER 31 1993 1994
- ------------------------------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 37,675,000 $ 1,850,000
Accounts receivable, less allowance for doubtful accounts of $2,501,000 and
$2,845,000................................................................. 43,141,000 47,673,000
Television programming...................................................... 12,505,000 12,410,000
Prepaid expenses and other.................................................. 5,760,000 6,296,000
---------------- ----------------
Total current assets.................................................... 99,081,000 68,229,000
Property and equipment -- net................................................. 67,042,000 62,774,000
Television programming........................................................ 2,827,000 3,172,000
Other assets.................................................................. 707,000 909,000
Investment in TeleNoticias.................................................... -- 4,148,000
Broadcast licenses and reorganization value in excess of amounts allocable to
identifiable assets.......................................................... -- 92,792,000
---------------- ----------------
$ 169,657,000 $ 232,024,000
---------------- ----------------
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable............................................................ $ 5,724,000 $ 7,308,000
Accrued expenses and other.................................................. 22,527,000 23,304,000
Television programming obligations.......................................... 5,139,000 5,292,000
---------------- ----------------
Total current liabilities............................................... 33,390,000 35,904,000
Long-term debt................................................................ -- 100,724,000
Capital lease obligations..................................................... 7,814,000 7,263,000
Television programming obligations............................................ 1,782,000 763,000
Other liabilities............................................................. 14,703,000 17,370,000
Liabilities subject to settlement under chapter 11 proceedings................ 326,784,000 --
---------------- ----------------
384,473,000 162,024,000
---------------- ----------------
Contingencies and commitments (Note 10)
Common stockholders' equity (deficiency):
Series A common stock, $.01 par value, 14,388,394 shares authorized,
4,388,394 shares outstanding at December 31, 1994.......................... -- 44,000
Series B common stock, $.01 par value, 5,611,606 shares authorized,
5,611,606 shares outstanding at December 31, 1994.......................... -- 56,000
Common stock, $.01 par value, 100,000,000 shares authorized, 37,042,924
shares outstanding at December 31, 1993.................................... 370,000 --
Additional paid-in capital.................................................. 245,768,000 69,900,000
Retained earnings (deficit)................................................. (460,954,000) --
---------------- ----------------
(214,816,000) 70,000,000
---------------- ----------------
$ 169,657,000 $ 232,024,000
---------------- ----------------
---------------- ----------------
</TABLE>
See notes to consolidated financial statements
F-4
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
NUMBER OF
SHARES COMMON
OUTSTANDING STOCK
---------------------------------------- ------------------------------------
SERIES A SERIES B SERIES A SERIES B ADDITIONAL
COMMON COMMON COMMON COMMON COMMON COMMON PAID-IN
STOCK STOCK STOCK STOCK STOCK STOCK CAPITAL
-------------- ----------- ----------- ------------ --------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
January 1, 1992........ 37,042,924 -- -- $ 370,000 $ -- $ -- $ 245,768,000
Net loss................ -- -- -- -- -- -- --
-------------- ----------- ----------- ------------ --------- ----------- ----------------
Balance, December 31,
1992................... 37,042,924 -- -- 370,000 -- -- 245,768,000
Net loss................ -- -- -- -- -- -- --
-------------- ----------- ----------- ------------ --------- ----------- ----------------
Balance, December 31,
1993................... 37,042,924 -- -- 370,000 -- -- 245,768,000
Net income.............. -- -- -- -- -- -- --
Elimination of former
equity interests....... (37,042,924) -- -- (370,000) -- -- (245,768,000)
Common stock issued in
the restructuring and
application of fresh
start reporting........ -- 4,388,394 5,611,606 -- 44,000 56,000 69,900,000
-------------- ----------- ----------- ------------ --------- ----------- ----------------
Balance, December 31,
1994................... -- 4,388,394 5,611,606 $ -- $ 44,000 $ 56,000 $ 69,900,000
-------------- ----------- ----------- ------------ --------- ----------- ----------------
-------------- ----------- ----------- ------------ --------- ----------- ----------------
<CAPTION>
COMMON
RETAINED STOCKHOLDERS'
EARNINGS EQUITY
(DEFICIT) (DEFICIENCY)
---------------- ----------------
<S> <C> <C>
Balance,
January 1, 1992........ $ (420,152,000) $ (174,014,000)
Net loss................ (26,743,000) (26,743,000)
---------------- ----------------
Balance, December 31,
1992................... (446,895,000) (200,757,000)
Net loss................ (14,059,000) (14,059,000)
---------------- ----------------
Balance, December 31,
1993................... (460,954,000) (214,816,000)
Net income.............. 214,531,000 214,531,000
Elimination of former
equity interests....... 246,423,000 285,000
Common stock issued in
the restructuring and
application of fresh
start reporting........ -- 70,000,000
---------------- ----------------
Balance, December 31,
1994................... $ -- $ 70,000,000
---------------- ----------------
---------------- ----------------
</TABLE>
See notes to consolidated financial statements
F-5
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PREDECESSOR
--------------------------------------------------
YEAR ENDED DECEMBER 31 1992 1993 1994
- ------------------------------------------------------------ --------------- --------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ (26,743,000) $ (14,059,000) $ 214,531,000
Charges not affecting cash:
Extraordinary gain -- extinguishment of debt.............. -- -- (130,482,000)
Fresh start revaluation................................... -- -- (86,901,000)
Depreciation and amortization............................. 10,515,000 11,469,000 10,804,000
Equity in net loss from TeleNoticias...................... -- -- 1,314,000
Accretion of zero coupon bonds............................ 19,653,000 12,900,000 --
Other..................................................... -- 735,000 --
Changes in assets and liabilities:
Accrued interest on debt in default....................... 15,974,000 10,998,000 --
Accounts receivable....................................... (2,670,000) (5,283,000) (4,532,000)
Television programming.................................... 3,282,000 (3,794,000) (250,000)
Television programming obligations........................ (3,279,000) 931,000 (866,000)
Accounts payable and accrued expenses and other........... (2,580,000) 3,067,000 4,465,000
--------------- --------------- ----------------
14,152,000 16,964,000 8,083,000
--------------- --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment......................... (3,992,000) (8,485,000) (12,550,000)
Investment in TeleNoticias.................................. -- -- (5,462,000)
Payments relating to acquisitions and divestitures.......... (4,058,000) (1,907,000) --
Principal payments of notes receivable relating to the sale
of a business.............................................. 10,981,000 -- --
--------------- --------------- ----------------
2,931,000 (10,392,000) (18,012,000)
--------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of obligations under capital leases................ -- (614,000) (594,000)
Borrowings under credit line................................ -- -- 200,000
Payments of liabilities for settlements relating to
consummation of the Plan................................... -- -- (35,928,000)
Proceeds from common stock issued pursuant to the Plan...... -- -- 10,426,000
--------------- --------------- ----------------
-- (614,000) (25,896,000)
--------------- --------------- ----------------
(Decrease) increase in cash and cash equivalents............ 17,083,000 5,958,000 (35,825,000)
Cash and cash equivalents, beginning of year................ 14,634,000 31,717,000 37,675,000
--------------- --------------- ----------------
Cash and cash equivalents, end of year...................... $ 31,717,000 $ 37,675,000 $ 1,850,000
--------------- --------------- ----------------
--------------- --------------- ----------------
</TABLE>
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITY:
In 1993, capital lease obligations of $9,037,000 were incurred primarily to
finance the acquisition of a satellite transponder.
See notes to consolidated financial statements
F-6
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Telemundo Group, Inc. ("Telemundo"), together with its subsidiaries
(collectively, the "Company") is a Spanish-language television network that,
through its owned and operated stations and affiliates, serves 53 markets in the
continental United States, including the 32 largest Hispanic markets, and
reaches approximately 86% of all U.S. Hispanic households. The Company also owns
and operates a television station and related production facilities in Puerto
Rico. The Company produces Spanish-language programming for use on its network
and for sale in foreign countries and sells advertising time on behalf of its
owned and operated television stations and affiliates. The Company also holds a
42% interest in TeleNoticias del Mundo, L.P. ("TeleNoticias"), a 24-hour Spanish
language news service distributed in Latin America, the United States and
Europe.
BASIS OF PRESENTATION
On December 30, 1994, Telemundo consummated its financial restructuring
pursuant to a plan of reorganization under chapter 11 of the Bankruptcy Code
(see Note 2 for a description of the chapter 11 proceedings and the plan of
reorganization). Pursuant to the provisions of the American Institute of
Certified Public Accountants Statement of Position 90-7 entitled "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"),
the Company adjusted its assets and liabilities to their estimated fair values
upon consummation of the reorganization. The adjustments to reflect the
consummation of the reorganization as of December 31, 1994, including the gain
on debt discharge and the adjustment to record assets and liabilities at their
fair values, have been reflected in the accompanying financial statements. The
balance sheet at December 31, 1993 is presented on a historical cost basis
without giving effect to the reorganization. Therefore, the Company's balance
sheet as of December 31, 1994 generally is not comparable to prior periods and
is separated by a line (see Note 2). For purposes of these financial statements,
the term "Predecessor" refers to the Company prior to emergence from chapter 11
reorganization.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Telemundo and
its subsidiaries. All significant intercompany balances and transactions have
been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
The Company considers short-term investments with a maturity of three months
or less to be cash equivalents. Such short-term investments are carried at cost
which approximates fair value.
TELEVISION PROGRAMMING
Television programming rights and the related obligations are recorded at
gross contract prices. The costs of the rights are amortized on varying bases
related to the license and distribution periods, usage of the programs and
management's estimate of revenue to be realized from each airing of the
programs.
DEPRECIATION AND AMORTIZATION
Property and equipment is depreciated by the straight-line method over
estimated useful lives as follows:
<TABLE>
<CAPTION>
Buildings............................................................. 40 Years
<S> <C>
Antennas and Transmitters............................................. 20 Years
Other Broadcast Equipment............................................. 3 to 7 Years
Furniture and Fixtures................................................ 5 to 7 Years
Automobiles and Trucks................................................ 4 Years
Life of
Leasehold Improvements and Satellite Transponder...................... Lease
</TABLE>
F-7
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BROADCAST LICENSES AND REORGANIZATION VALUE IN EXCESS OF AMOUNTS ALLOCABLE
TO IDENTIFIABLE ASSETS
Broadcasting licenses and reorganization value in excess of amounts
allocable to identifiable assets represents the portion of reorganization value
not attributable to specific tangible assets of the Company at the time of the
reorganization. This value is attributable primarily to FCC broadcast licenses.
The Company has contracted an independent appraisal firm that is currently in
the process of allocating a value between broadcast licenses and other
intangible assets. On an ongoing basis the Company will review the carrying
value of broadcast licenses and reorganization value in excess of amounts
allocable to identifiable assets and if such review indicates that these values
may not be recoverable, the Company's carrying value of broadcast licenses or
reorganization value in excess of amounts allocable to identifiable assets will
be reduced to its estimated fair value.
REVENUE RECOGNITION
Revenue is derived primarily from the sale of advertising time on a network,
national spot and local basis. In addition, the Company earns revenue from the
sale of blocks of broadcast time during non-network programming hours. Revenue
is recognized when earned, i.e., when the advertisement is aired or the block of
broadcast time is utilized. During 1994 and 1993, no customer accounted for more
than 10 percent of the Company's commercial air time revenue. Commercial air
time revenue from over 30 individual brands of a major advertiser collectively
accounted for 10 percent of the Company's total commercial air time revenue in
1992.
PER COMMON SHARE INFORMATION
As a result of the effects of the reorganization, per share information for
all periods presented is not applicable and has therefore been omitted from the
accompanying financial statements.
RECLASSIFICATIONS
Certain reclassifications have been made in the prior years' financial
statements to conform with the current year's presentation.
2. CHAPTER 11 REORGANIZATION
On June 8, 1993 (the "Petition Date"), certain holders of the outstanding
13 5/8% subordinated debentures and the indenture trustee for such debentures
filed an involuntary petition for reorganization under chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). The
involuntary petition was filed against Telemundo and did not include its
subsidiaries. On July 30, 1993, the Company consented to the entry of an order
for relief under the Bankruptcy Code. On July 20, 1994, the Bankruptcy Court
entered an order confirming the Company's second amended plan of reorganization
(the "Plan"). The reorganization was consummated on December 30, 1994 (the
"Consummation Date") and is reflected in the accompanying financial statements
as if the consummation occurred on December 31, 1994, which is not significantly
different than operations through December 30, 1994.
Under the terms of the Plan, the following occurred: (a) an aggregate of
$31,348,000 in cash, $88,668,000 in principal amount of new 10.25% senior notes
("10.25% Notes"), 8,550,000 shares of the common stock of reorganized Telemundo
("New Common Stock") and 639,750 warrants to purchase New Common Stock were
issued in satisfaction of bondholder and general unsecured creditor claims; (b)
$7.0 million was paid to settle all claims relating to an unfavorable long-term
lease; and (c) $219,000 in cash and $28,220,000 in 10.25% Notes were issued and
the Company received $2,639,000 from a co-defendant as part of the Blair
settlement agreement (see Note 10). Under the Plan, pre-existing equity
interests were canceled. The existing stockholders were given rights to purchase
1,450,000 shares of
F-8
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. CHAPTER 11 REORGANIZATION (CONTINUED)
New Common Stock. Reliance Group Holdings, Inc. and its affiliates agreed to
acquire New Common Stock not acquired by other stockholders for which commitment
they received 416,667 warrants to purchase New Common Stock. Substantially all
distributions of securities and cash have been made.
Reorganization items are items associated with chapter 11 proceedings that
were incurred subsequent to July 29, 1993 and consisted of the following:
<TABLE>
<CAPTION>
1993 1994
--------------- ---------------
<S> <C> <C>
Reorganization Costs:
Professional fees.................................................. $ (1,850,000) $ (6,365,000)
Contract cancellation costs........................................ -- (3,479,000)
Litigation settlement ............................................. -- (668,000)
Interest income.................................................... 235,000 967,000
Other.............................................................. (928,000) (1,101,000)
--------------- ---------------
(2,543,000) (10,646,000)
Revaluation of Assets and Liabilities................................ -- 86,901,000
--------------- ---------------
$ (2,543,000) $ 76,255,000
--------------- ---------------
--------------- ---------------
</TABLE>
In connection with its consummation of the Plan on December 30, 1994,
Telemundo adopted fresh start reporting in accordance with SOP 90-7. The fresh
start reporting equity value of $70 million was determined by the Company with
the assistance of its financial advisors using certain financial analyses,
including discounted future cash flows. The significant factors considered were
analyses of publicly available information of other companies believed to be
comparable to the Company, industry, economic and overall market conditions, and
historical and projected performance of the Company.
Under fresh start reporting, the reorganization value of the entity has been
allocated to the reorganized company's assets and liabilities on a basis
substantially consistent with the purchase method of accounting. The portion of
reorganization value not attributable to specific tangible or identifiable
intangible assets were included in "Broadcast Licenses and Reorganization Value
in Excess of Amounts Allocable to Identifiable Assets" in the accompanying
consolidated balance sheet as of December 31, 1994. The fresh start reporting
adjustments will have a significant effect on the Company's future statements of
operations including depreciation and amortization and interest expense.
F-9
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. CHAPTER 11 REORGANIZATION (CONTINUED)
The effects of the Plan and fresh start reporting on the Company's
consolidated balance sheet as of December 31, 1994 are as follows (in
thousands):
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECORD
CONSUMMATION OF PLAN
-----------------------------------------
DISCHARGE OF
PREDECESSOR LIABILITIES REORGANIZED
BALANCE SHEET SUBJECT TO EQUITY FRESH BALANCE SHEET
DEC. 31, 1994 SETTLEMENT INFUSION START DEC. 31, 1994
------------- ------------ -------- ------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents... $ 20,352 $ (28,928)(a) $ 10,426(b) $ -- $ 1,850
Accounts receivable, less
allowance for doubtful
accounts................... 47,673 -- -- -- 47,673
Television programming...... 12,410 -- -- -- 12,410
Prepaid expenses and
other...................... 6,296 -- -- -- 6,296
------------- ------------ -------- ------- -------------
Total current assets...... 86,731 (28,928) 10,426 -- 68,229
Property and equipment --
net.......................... 68,665 -- -- (5,891)(c) 62,774
Television programming........ 3,172 -- -- -- 3,172
Other assets.................. 909 -- -- -- 909
Investment in TeleNoticias.... 4,148 -- -- -- 4,148
Broadcast licenses and
reorganization value in
excess of identifiable
assets....................... -- -- -- 92,792(d) 92,792
------------- ------------ -------- ------- -------------
$ 163,625 $ (28,928) $ 10,426 $86,901 $232,024
------------- ------------ -------- ------- -------------
------------- ------------ -------- ------- -------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY):
<S> <C> <C> <C> <C> <C>
Current liabilities:
Accounts payable............ $ 7,308 $ -- $ -- $ -- $ 7,308
Accrued expenses and
other...................... 20,567 -- -- 2,737(d) 23,304
Television programming
obligations................ 5,292 -- -- -- 5,292
------------- ------------ -------- ------- -------------
Total current
liabilities.............. 33,167 -- -- 2,737 35,904
Long-term debt................ 200 100,524(a) -- -- 100,724
Capital lease obligations..... 7,263 -- -- -- 7,263
Television programming
obligations.................. 763 -- -- -- 763
Other liabilities............. 15,960 -- -- 1,410(d) 17,370
Liabilities subject to
settlement under chapter 11
proceedings (including debt
in default).................. 319,784 (319,784)(a) -- -- --
Common stockholders' equity
(deficiency)................. (213,512) 190,332(a) 10,426(b) 82,754(e) 70,000
------------- ------------ -------- ------- -------------
$ 163,625 $ (28,928) $ 10,426 $86,901 $232,024
------------- ------------ -------- ------- -------------
------------- ------------ -------- ------- -------------
<FN>
- ------------------------
(a) To record discharge of liabilities subject to settlement pursuant to the
Plan: (i) cash distribution of $31,348,000, issuance of $88,669,000 in
10.25% Notes and issuance of 8,550,000 shares of New Common Stock valued at
$7 per share ($59,850,000) in satisfaction of bondholder and general
unsecured creditor claims, (ii) cash distribution of $219,000, issuance of
$28,220,000 in 10.25% Notes and receipt of $2,639,000 from a co-defendant
as part of the Blair settlement agreement (see Note 10), and (iii)
$130,482,000 gain from the discharge of liabilities subject to settlement.
Pursuant to the provisions of SOP 90-7, the $88,669,000 in 10.25% Notes
issued to bondholders and general unsecured creditors and the $28,220,000
in 10.25% Notes issued as part of the Blair settlement agreement were
recorded at their fair values of $76,254,000 and $24,270,000, respectively,
based upon market trading activity at the time of consummation, reflecting
an effective interest rate of 13.34%.
</TABLE>
F-10
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. CHAPTER 11 REORGANIZATION (CONTINUED)
<TABLE>
<S> <C>
Cash of $907,000 and 10.25% Notes of $9,211,000 distributed represented
interest accretion from January 31, 1994 through December 30, 1994,
pursuant to the Plan.
The Plan also provided for the payment of $7.0 million to settle all claims
relating to an unfavorable long-term lease, which payment was made in June
1994.
(b) To record cash received from existing stockholders for New Common Stock as
part of the consummation of the Plan (1,450,000 shares at $7.19 per share
pursuant to the Plan).
(c) To record the effect of adjusting carrying value to fair market value in
accordance with fresh start reporting.
(d) To record broadcast licenses and reorganization value in excess of amounts
allocable to identifiable net assets in accordance with fresh start
reporting and accrue for additional reorganization costs.
(e) To record the fresh start reorganization equity value at $70,000,000.
</TABLE>
3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
PREDECESSOR
--------------
DECEMBER 31 1993 1994
- ---------------------------------------------------------------------- -------------- ----------------
<S> <C> <C>
Land.................................................................. $ 4,161,000 $ 4,161,000
Buildings............................................................. 12,837,000 15,975,000
Broadcast equipment, antennas and transmitters........................ 76,137,000 29,046,000
Satellite transponder................................................. 8,706,000 6,999,000
Leasehold interests................................................... 12,255,000 --
Leasehold improvements................................................ 7,859,000 6,593,000
-------------- ----------------
121,955,000 62,774,000
Less accumulated depreciation and amortization........................ (54,913,000) --
-------------- ----------------
$ 67,042,000 $ 62,774,000
-------------- ----------------
-------------- ----------------
</TABLE>
4. INVESTMENT IN TELENOTICIAS
In July 1994, the Company entered into a partnership agreement with
subsidiaries of Reuters Holdings PLC, an international news and information
organization, Antena 3 de Television, S.A., a Spanish media company, and Arte
Radiotelevisivo Argentino, S.A., an Argentinean media company, to launch a
24-hour international Spanish-language news service. The 24-hour news service,
TeleNoticias, which began transmitting on December 1, 1994, is produced and
distributed from the Company's network operations center in Hialeah, Florida.
The Company holds a 42% interest in the partnership and accounts for its
interest in the partnership using the equity method. The Company is required to
make cash contributions to the partnership of up to $6.5 million during the
partnership's first fiscal year, which commenced on September 16, 1994, and up
to an aggregate of $10.0 million through its sixth fiscal year. The Company made
cash contributions totalling $5.5 million to the partnership in 1994, primarily
for start-up costs. Certain equipment purchases previously made by the Company
were subsequently transferred to and reimbursed by the partnership. Commencing
December 1994, TeleNoticias assumed production of the Company's network news
programs for a six year period at an initial cost of $5 million per year,
increasing by $500,000 each year. In addition, the Company provides certain
services to the partnership including the use of a news studio in the Company's
network operations center.
F-11
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. ACCRUED EXPENSES
<TABLE>
<CAPTION>
PREDECESSOR
--------------
DECEMBER 31 1993 1994
- ----------------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Accrued compensation and commissions................................... $ 5,530,000 $ 3,865,000
Accrued agency commissions............................................. 3,808,000 4,334,000
Accrued reorganization costs........................................... 2,847,000 5,677,000
Other accrued expenses................................................. 10,342,000 9,428,000
-------------- --------------
$ 22,527,000 $ 23,304,000
-------------- --------------
-------------- --------------
</TABLE>
6. LONG-TERM DEBT
<TABLE>
<CAPTION>
DECEMBER 31 1994
- -------------------------------------------------------------------------------------- ----------------
<S> <C>
10.25% senior notes................................................................... $ 100,524,000
Revolving credit facility............................................................. 200,000
----------------
100,724,000
Less: current portion................................................................. --
----------------
$ 100,724,000
----------------
----------------
</TABLE>
All debt outstanding at December 31, 1993 was in default and was included in
liabilities subject to settlement in the consolidated balance sheet.
As described in Note 2, the Predecessor debt was exchanged for cash, debt
and securities pursuant to the Plan. Significant terms of the reorganized
Company's debt agreements are as follows:
10.25% SENIOR NOTES: The 10.25% senior notes ("10.25% Notes") have been
recorded at their fair value of $100,524,000 reflecting an effective
interest rate of 13.34%, based upon market trading activity at the time of
consummation. The 10.25% Notes are unsecured obligations of the Company
with an outstanding aggregate principal amount of $116,888,000 bearing
interest from December 31, 1994, payable semi-annually, and maturing
December 30, 2001.
The 10.25% Notes are redeemable, at the option of the Company, in whole or
in part, at any time after December 30, 1997, by payment of accrued and
unpaid interest thereon to the date of prepayment and payment of the
following redemption prices for each $100 of principal amount thereof:
<TABLE>
<CAPTION>
YEAR PRICE
- ---------------------------------------------------------------------------- ---------
<S> <C>
1998........................................................................ $ 105
1999........................................................................ $ 103
2000........................................................................ $ 101
</TABLE>
The Company may also acquire 10.25% Notes in open market purchases, tender
offers or in other market transactions.
The Company is required to make the following mandatory sinking fund
payments:
<TABLE>
<CAPTION>
PRINCIPAL
DECEMBER 30 AMOUNT
- -------------------------------------------------------------------- --------------
<S> <C>
1999................................................................ $ 25,000,000
2000................................................................ $ 25,000,000
2001................................................................ $ 66,889,000
</TABLE>
F-12
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. LONG-TERM DEBT (CONTINUED)
The Company may credit against such required sinking fund obligations, in
the order of the scheduled sinking fund payments, the principal amount of
any and all 10.25% Notes acquired by the Company through open market
purchases, tender offers, and other market transactions.
REVOLVING CREDIT FACILITY: The Revolving Credit Facility ("Credit
Facility") allows for borrowings up to $20 million, subject to the
Company's maintenance of an adequate accounts receivable borrowing base,
which was maintained at December 31, 1994. Interest accrues at a rate of
prime plus 1.75% (10.25% at December 31, 1994) . Minimum annual interest
during 1995 and 1996 is $360,000. The agreement expires December 30, 1999
and is cancelable at the Company's option prior to expiration upon payment
of an early termination fee, except during the first 60 days of 1998 or
1999 when the agreement may be terminated without incurring an early
termination fee. The Company is required to pay a fee of 0.5% per annum
based on the average unborrowed portion of the Credit Facility. The
Company is also required to pay other annual fees and expenses in
connection with the borrowing agreement. The Credit Facility is secured by
substantially all assets of the Company and does not require compensating
balances.
The 10.25% Notes and Credit Facility agreements contain certain covenants
which, among other things, require the Company to maintain certain financial
ratios and impose on Telemundo and its subsidiaries certain limitations or
prohibitions on: (i) the incurrence of indebtedness or the guarantee or
assumption of indebtedness of another; (ii) the creation or incurrence of
mortgages, pledges or security interests on the property or assets of the
Company or any of its subsidiaries in order to secure debt; (iii) the sale of
assets of the Company or any of its subsidiaries; (iv) the merger or
consolidation of the Company with any person or other entity; (v) the payment of
dividends or the redemption or repurchase of any capital stock of the Company;
and (vi) investments and acquisitions.
Liabilities recorded as of the Petition Date that were expected to be
settled under a plan of reorganization were separately classified in the
consolidated balance sheet at December 31, 1993. At December 31, 1993, such
liabilities consisted primarily of debt in default aggregating $309,002,000
(including accrued interest of $28,233,000 prior to the Petition Date) and other
obligations assumed as part of the acquisition of the Company's predecessor.
Included in interest expense for the year ended December 31, 1993 was
$7,100,000 representing the additional interest in the period to adjust certain
debentures to their full face value. Contractual interest obligations were
accrued up until June 8, 1993, the Petition Date. Additional interest expense of
$39,400,000 and $21,300,000 would have been recorded through December 31, 1994
and 1993, respectively, if the involuntary petition had not been filed.
In addition to not making the scheduled principal payments on matured senior
notes, the Company did not make scheduled cash payments of interest totalling
$10,300,000 and $10,400,000 in 1993 and 1992, respectively. Included in interest
expense for the years ended December 31, 1993 and 1992 were accruals of interest
at stipulated rates (ranging from 11.0% to 13.6%) on matured debt and on unpaid
scheduled interest totalling $6,300,000 and $5,600,000, respectively.
F-13
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES
The Company and its domestic subsidiaries file a consolidated federal income
tax return. The Company files a separate Puerto Rico income tax return for its
operations in Puerto Rico. The income tax provision consisted of:
<TABLE>
<CAPTION>
PREDECESSOR
-------------------------------------------
YEAR ENDED DECEMBER 31 1992 1993 1994
- -------------------------------------------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Puerto Rico (a)..................................................... $ 3,065,000 $ 3,195,000 $ 3,279,000
Federal, state and local (b)........................................ 200,000 156,000 110,000
------------- ------------- -------------
$ 3,265,000 $ 3,351,000 $ 3,389,000
------------- ------------- -------------
------------- ------------- -------------
<FN>
(a) Represents a provision for withholding tax related to intercompany
interest.
(b) Federal and state taxes are a result of the alternative minimum tax.
</TABLE>
The Company paid $1,260,000, $1,025,000 and $988,000 for withholding taxes
related to its operations in Puerto Rico in 1994, 1993 and 1992, respectively.
In addition, the Company paid U.S. income taxes of $153,000 and $208,000 in 1993
and 1992, respectively.
The tax effects comprising the Company's net deferred taxes as of December
31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
PREDECESSOR
---------------
DECEMBER 31 1993 1994
- ------------------------------------------------------------------------------ --------------- ----------------
<S> <C> <C>
Deferred Tax Assets:
Net operating loss carryforwards ("NOLs")................................... $ 88,344,000 $ 72,601,000
Amortization of FCC broadcast licenses...................................... 34,763,000 32,824,000
Other....................................................................... 2,092,000 5,541,000
--------------- ----------------
125,199,000 110,966,000
Deferred Tax Liability:
Amortization of FCC broadcast licenses and other............................ -- (36,138,000)
Accelerated depreciation.................................................... (4,330,000) (2,022,000)
--------------- ----------------
(4,330,000) (38,160,000)
--------------- ----------------
Net deferred tax asset........................................................ 120,869,000 72,806,000
Valuation allowance........................................................... (120,869,000) (72,806,000)
--------------- ----------------
Net deferred tax.............................................................. $ -- $ --
--------------- ----------------
--------------- ----------------
</TABLE>
Limitations imposed by Section 382 of the Internal Revenue Code after a
change in control, which occurred on the consummation date, will limit the
amount of NOLs which will be available to offset future U.S. taxable income to
approximately $6,600,000 annually, or a total of $92,400,000 during the
permitted carryover period, except in certain circumstances.
As there is no assurance that the Company will generate sufficient earnings
to utilize its available tax assets, including its NOLs which are limited in any
given year, a valuation allowance has been established to offset the existing
net deferred tax asset.
F-14
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES (CONTINUED)
The Company has NOLs expiring as follows:
<TABLE>
<S> <C> <C> <C>
U.S. PUERTO RICO
- ------------------------------ ----------------------------
2002........ $ 22,606,000 1996........ $ 5,772,000
2003........ 43,317,000 1997........ 4,958,000
2004........ 31,103,000 1998........ 5,973,000
2005........ 6,262,000 1999........ 5,657,000
2006........ 31,799,000 2000........ 3,402,000
2007........ 26,942,000 2001........ 1,629,000
--------------
2008........ 8,676,000
----------------
$ 170,705,000 $ 27,391,000
---------------- --------------
---------------- --------------
</TABLE>
The Company also has state tax NOLs in various jurisdictions.
8. WARRANTS
Pursuant to the Plan, 639,750 warrants were issued and outstanding at
December 31, 1994 entitling the holders of each warrant to purchase one share of
Series A common stock at $7 per share. These warrants are exercisable from
December 30, 1994 and expire on December 30, 1999.
Also pursuant to the Plan, 416,667 warrants were issued to Reliance Group
Holdings, Inc. and its affiliates. Each warrant entitles the holder to purchase
one share of Series A common stock at $7.19 per share and is exercisable in
three equal annual installments commencing December 30, 1995 and expires five
years from the date it becomes exercisable.
The warrants contain certain antidilutive provisions in the event of a
change in the Company's capitalization.
9. EMPLOYEE RETIREMENT AND INCENTIVE PLANS
The Company maintains a qualified defined contribution retirement and
savings plan for its U.S. employees. The aggregate cost for this plan totalled
$1,054,000, $1,406,000 and $1,306,000 in 1994, 1993 and 1992, respectively.
Pursuant to the Plan, the Company has adopted a Stock Plan (the "Stock
Plan") whereby key employees may be granted restricted stock or options to
acquire up to 1,000,000 shares of Series A common stock. 600,000 of these
options were granted on the Consummation Date. Options to purchase 300,000
shares become exercisable upon the attainment of certain earnings targets for
the six month period ending June 30, 1995; thereafter, if such earnings targets
had been met, options to purchase 150,000 shares become exercisable in each of
1996 and 1997. Each option entitles the holder to purchase one share of Series A
common stock at $7 per share for a maximum term of 10 years. The grantee must be
employed by the Company on the vesting date in order for the options to become
exercisable. Of the 600,000 options granted on the consummation date, 500,000
options issued to a former officer were canceled subsequent to December 31,
1994. The former officer was issued separate options to purchase 150,000 shares
of Series A common stock with an exercise price of $7 per share exercisable from
January 1, 1996 through December 31, 1998. The Stock Plan is administered by a
committee of the Company's board of directors.
Subsequent to year end, the Company issued options to purchase 512,500
shares of Series A common stock to an officer of the Company for a maximum term
of 10 years. The exercise price of these options is $10 per share and
one-quarter of the options vest annually upon the Company attaining certain
earnings targets. Any options that have not vested at the end of nine years from
the grant date will vest at that time if the officer is still employed by the
Company.
F-15
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. CONTINGENCIES AND COMMITMENTS
Telemundo, several affiliates and its independent auditors were defendants
in an action brought in December 1987 styled John Blair Communications, Inc.,
et. al. v. Reliance Capital Group, L.P., et. al. in the Supreme Court of the
State of New York, County of New York. Telemundo and all other parties in the
action have settled the action. Such settlement is included in Telemundo's Plan
and is reflected in the consolidated financial statements.
The Company and its subsidiaries are also involved in a number of other
actions and are contesting the allegations of the complaints in each pending
action and believe, based on current knowledge, that the outcome of all such
actions will not have a material adverse effect on the Company's consolidated
financial position or results of operations.
The Company is obligated under various leases, some of which contain renewal
options and provide for cost escalation payments. At December 31, 1994, future
minimum rental payments under such leases are as follows:
<TABLE>
<CAPTION>
OPERATING
LEASES CAPITAL LEASES
-------------- --------------
<S> <C> <C>
1995................................................................... $ 2,585,000 $ 1,159,000
1996................................................................... 2,486,000 1,189,000
1997................................................................... 2,217,000 1,219,000
1998................................................................... 1,773,000 1,260,000
1999................................................................... 1,285,000 1,380,000
2000 and later......................................................... 1,823,000 4,715,000
-------------- --------------
Total minimum lease payments........................................... $ 12,169,000 10,922,000
--------------
--------------
Less amount representing interest...................................... (3,093,000)
--------------
Present value of minimum lease payments (includes current portion of
$566,000)............................................................. $ 7,829,000
--------------
--------------
</TABLE>
Rent expense was $2,711,000, $3,600,000 and $3,400,000 in 1994, 1993, and
1992, respectively.
Certain of the Company's affiliation agreements, which typically last two to
five years, provide for compensation to affiliates.
The Company has employment agreements with certain officers pursuant to
which the Company has commitments for compensation aggregating $1,761,000,
$1,725,000 and $1,214,000 for 1995, 1996 and 1997, respectively. These
agreements provide for additional compensation based upon the achievement of
certain performance targets.
11. TRANSACTIONS WITH AFFILIATES
The Company paid approximately $1,125,000, $1,053,000 and $933,000 in 1994,
1993 and 1992, respectively, to a broadcast television station affiliate, in
which a director of the Company has a financial interest.
Reliance Insurance Company provided the Company with certain insurance
coverage for which the Company paid $910,000 and $593,000, in 1993 and 1992,
respectively.
In connection with the financial restructuring, the Company paid
approximately $204,000, $150,000 and $198,000 in 1994, 1993 and 1992,
respectively, to a law firm in which a director of the Company is a partner. The
payments were for services rendered prior to the director becoming a member of
the board.
Management believes that the transactions described above were on terms no
less favorable to the Company than could be obtained from unaffiliated parties.
F-16
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. OTHER (EXPENSE) INCOME
Other expense in 1993 includes financial advisory and legal fees incurred
prior to July 30, 1993 totalling $1,100,000 partially offset by the reversal of
a $750,000 liability which was no longer required. Other income of $1,400,000
for the year ended December 31, 1992 consists primarily of the net effect of the
reversal of $4,300,000 of liabilities provided at the date of acquisition of the
Company's predecessor which were no longer required, offset by the payment of
$3,000,000 in financial advisory and legal costs in conjunction with the
financial restructuring.
13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
1994 QUARTER
--------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
--------- --------- --------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net revenue......................................... $ 37,974 $ 49,094 $ 44,739 $ 52,087 $ 183,894
--------- --------- --------- ----------- -----------
--------- --------- --------- ----------- -----------
Operating income (loss)............................. $ (4,998) $ 5,354 $ 2,004 $ 10,816 $ 13,176
--------- --------- --------- ----------- -----------
--------- --------- --------- ----------- -----------
Income (loss) before extraordinary items............ $ (7,330) $ 2,908 $ (551) $ 89,022 $ 84,049
--------- --------- --------- ----------- -----------
--------- --------- --------- ----------- -----------
Net income (loss)**................................. $ (7,330) $ 2,908 $ (551) $ 219,504 $ 214,531
--------- --------- --------- ----------- -----------
--------- --------- --------- ----------- -----------
Net income (loss) per share......................... $ * $ * $ * $ * $ *
--------- --------- --------- ----------- -----------
--------- --------- --------- ----------- -----------
Common stock price range (a):
High................................................ $ .25 $ .25 $ .28 --
Low................................................. $ .03 $ .06 $ .19 --
</TABLE>
<TABLE>
<CAPTION>
1993 QUARTER
-------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
---------- --------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net revenue.......................................... $ 33,401 $ 44,799 $ 47,257 $ 52,352 $ 177,809
---------- --------- --------- --------- -----------
---------- --------- --------- --------- -----------
Operating income (loss).............................. $ (5,013) $ 5,029 $ 6,862 $ 9,719 $ 16,597
---------- --------- --------- --------- -----------
---------- --------- --------- --------- -----------
Net income (loss).................................... $ (22,770) $ (4,155) $ 6,011 $ 6,855 $ (14,059)
---------- --------- --------- --------- -----------
---------- --------- --------- --------- -----------
Net income (loss) per share.......................... $ * $ * $ * $ * $ *
---------- --------- --------- --------- -----------
---------- --------- --------- --------- -----------
Common stock price range (a):
High................................................. $ .88 $ .13 $ .10 $ .25
Low.................................................. $ .02 $ .01 $ .01 $ .01
</TABLE>
- ------------------------
* Net income (loss) per share is not applicable as the Company has been
recapitalized and has adopted fresh start reporting as of December 31, 1994
(see Note 2).
** Net income for the year and for the fourth quarter was significantly
impacted by certain nonrecurring income and expense items related to the
Company's emergence from Chapter 11 bankruptcy proceedings (see Note 2).
(a) During 1994 and 1993 the Company's then-existing common stock was traded in
the over-the-counter market and was quoted in the National Association of
Securities Dealers Electronic Bulletin Board. Effective January 3, 1995, the
Company's New Common Stock is traded over-the-counter and is quoted on the
NASDAQ National Market.
F-17
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
----------- -------------------------------- --------------- -----------
ADDITIONS
---------------------------------------------
BALANCE AT CHARGED TO CHARGED TO DEDUCTED FROM BALANCE AT
BEGINNING PROFIT AND LOSS OTHER ACCOUNTS RESERVES END OF
DESCRIPTION OF PERIOD OR INCOME DESCRIBE -- DESCRIBE (A) PERIOD
- ------------------------------------- ----------- --------------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1992:
Allowance for doubtful accounts.... $ 2,046 $ 1,641 $ -- $ 1,680 $ 2,007
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
Year Ended December 31, 1993:
Allowance for doubtful accounts.... $ 2,007 $ 2,052 $ -- $ 1,558 $ 2,501
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
Year Ended December 31, 1994:
Allowance for doubtful accounts.... $ 2,501 $ 2,392 $ -- $ 2,048 $ 2,845
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
Year Ended December 31, 1992:
Reserve for TV Program Exhibition
Rights............................ $ 3,107 $ 1,017 $ -- $ 1,952 $ 2,172
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
Year Ended December 31, 1993:
Reserve for TV Program Exhibition
Rights............................ $ 2,172 $ 1,666 $ -- $ 1,701 $ 2,137
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
Year Ended December 31, 1994:
Reserve for TV Program Exhibition
Rights............................ $ 2,137 $ 3,705 $ -- $ 4,593 $ 1,249
----------- ------- ------- ------- -----------
----------- ------- ------- ------- -----------
</TABLE>
- ------------------------
(a) Amounts written off, net of recoveries
F-18
<PAGE>
(This page has been left blank intentionally.)
F-19
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
PREDECESSOR
----------------
NINE MONTHS ENDED SEPTEMBER 30 1994 1995
- ------------------------------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
Net revenue................................................................... $ 131,807,000 $ 119,848,000
---------------- ----------------
Costs and expenses:
Direct operating costs...................................................... 68,734,000 59,148,000
Selling, general and administrative expenses other than network and
corporate.................................................................. 27,107,000 25,917,000
Network expenses............................................................ 21,822,000 20,994,000
Corporate expenses.......................................................... 3,885,000 3,345,000
Depreciation and amortization............................................... 7,899,000 8,653,000
---------------- ----------------
129,447,000 118,057,000
---------------- ----------------
Operating income.............................................................. 2,360,000 1,791,000
Other expense................................................................. (20,000) (19,000)
Reorganization items.......................................................... (4,250,000) --
Interest expense -- net of interest income of $164,000 in 1995................ (487,000) (10,756,000)
Net loss from investment in TeleNoticias...................................... -- (4,590,000)
---------------- ----------------
Income (loss) before income taxes............................................. (2,397,000) (13,574,000)
Income tax provision.......................................................... (2,575,000) (2,534,000)
---------------- ----------------
Net loss...................................................................... $ (4,972,000) $ (16,108,000)
---------------- ----------------
---------------- ----------------
Net loss per share............................................................ $ * $ (1.61)
---------------- ----------------
---------------- ----------------
Average number of shares outstanding.......................................... * 10,000,000
---------------- ----------------
---------------- ----------------
</TABLE>
- ------------------------
* Net income (loss) per share is not applicable as the Company has been
recapitalized and has adopted fresh start reporting as of December 31, 1994
(see Note 2).
See notes to consolidated financial statements
F-20
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31 SEPTEMBER 30
1994 1995
---------------- ----------------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents................................................... $ 1,850,000 $ 9,030,000
Accounts receivable, less allowance for doubtful accounts of $2,743,000 and
$2,845,000................................................................. 47,673,000 37,938,000
Television programming...................................................... 12,410,000 14,210,000
Prepaid expenses and other.................................................. 6,296,000 5,095,000
---------------- ----------------
Total current assets.................................................. 68,229,000 66,273,000
Property and equipment -- net................................................. 62,774,000 60,086,000
Television programming........................................................ 3,172,000 2,091,000
Other assets.................................................................. 909,000 924,000
Investment in TeleNoticias.................................................... 4,148,000 377,000
Broadcast licenses and reorganization value in excess of amounts allocable to
identifiable assets -- net................................................... 92,792,000 90,848,000
---------------- ----------------
$ 232,024,000 $ 220,599,000
---------------- ----------------
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................ $ 7,308,000 $ 7,903,000
Accrued expenses and other.................................................. 23,304,000 20,535,000
Television programming obligations.......................................... 5,292,000 5,991,000
---------------- ----------------
Total current liabilities............................................. 35,904,000 34,429,000
Long-term debt................................................................ 100,724,000 106,339,000
Capital lease obligations..................................................... 7,263,000 6,807,000
Television programming obligations............................................ 763,000 816,000
Other liabilities............................................................. 17,370,000 17,977,000
---------------- ----------------
162,024,000 166,368,000
---------------- ----------------
Contingencies and commitments (Note 3)
Common stockholders' equity:
Series A Common Stock, $.01 par value, 14,388,394 shares authorized,
4,388,394 and 5,823,407 shares outstanding at December 31, 1994 and
September 30, 1995......................................................... 44,000 58,000
Series B Common Stock, $.01 par value, 5,611,606 shares authorized,
5,611,606 and 4,176,693 shares outstanding at December 31, 1994 and
September 30, 1995......................................................... 56,000 42,000
Additional paid-in capital.................................................... 69,900,000 70,239,000
Retained earnings (deficit)................................................... -- (16,108,000)
---------------- ----------------
70,000,000 54,231,000
---------------- ----------------
$ 232,024,000 $ 220,599,000
---------------- ----------------
---------------- ----------------
</TABLE>
See notes to consolidated financial statements
F-21
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES
IN COMMON STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
NUMBER OF
SHARES COMMON
OUTSTANDING STOCK
------------------------- ---------------------
SERIES A SERIES B SERIES A SERIES B ADDITIONAL RETAINED COMMON
COMMON COMMON COMMON COMMON PAID-IN EARNINGS STOCKHOLDERS'
STOCK STOCK STOCK STOCK CAPITAL (DEFICIT) EQUITY
----------- ------------ --------- ---------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1994...... 4,388,394 5,611,606 $ 44,000 $ 56,000 $ 69,900,000 $ -- $ 70,000,000
Net loss................ -- -- -- -- -- (16,108,000) (16,108,000)
Stock option
transactions (a)....... -- -- -- -- 338,000 -- 338,000
Warrant conversions..... 100 -- -- -- 1,000 -- 1,000
Stock conversions....... 1,434,913 (1,434,913) 14,000 (14,000) -- -- --
----------- ------------ --------- ---------- --------------- --------------- ---------------
Balance,
September 30, 1995..... 5,823,407 4,176,693 $ 58,000 $ 42,000 $ 70,239,000 $ (16,108,000) $ 54,231,000
----------- ------------ --------- ---------- --------------- --------------- ---------------
----------- ------------ --------- ---------- --------------- --------------- ---------------
</TABLE>
- ------------------------
(a) Effect of the cancellation and issuance of options to a former officer.
See notes to consolidated financial statements
F-22
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
PREDECESSOR
---------------
NINE MONTHS ENDED SEPTEMBER 30 1994 1995
- ------------------------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................................... $ (4,972,000) $ (16,108,000)
Charges not affecting cash:
Depreciation and amortization................................................ 7,899,000 8,653,000
Interest accretion on 10.25% Senior Notes.................................... -- 1,113,000
Net loss from investment in TeleNoticias..................................... -- 4,590,000
Changes in assets and liabilities:
Accounts receivable.......................................................... 1,933,000 9,735,000
Television programming....................................................... (4,146,000) (719,000)
Television programming obligations........................................... 125,000 752,000
Accounts payable and accrued expenses and other.............................. 6,262,000 5,463,000
--------------- ---------------
7,101,000 13,479,000
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment............................................ (13,526,000) (4,274,000)
Reimbursement by TeleNoticias partnership of equipment purchases............... 3,838,000 --
Capital contribution to TeleNoticias partnership............................... (1,912,000) (775,000)
--------------- ---------------
(11,600,000) (5,049,000)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of obligations under capital leases................................... (420,000) (413,000)
Advance under revolving credit facility........................................ -- 4,718,000
Payment under revolving credit facility........................................ -- (216,000)
Payments of reorganization items, liabilities subject to settlement under
chapter 11 proceedings and other settlement payments.......................... (10,785,000) (5,339,000)
--------------- ---------------
(11,205,000) (1,250,000)
--------------- ---------------
Increase (decrease) in cash and cash equivalents............................... (15,704,000) 7,180,000
Cash and cash equivalents, beginning of period................................. 37,675,000 1,850,000
--------------- ---------------
Cash and cash equivalents, end of period....................................... $ 21,971,000 $ 9,030,000
--------------- ---------------
--------------- ---------------
Supplemental cash flow information:
Interest paid................................................................ $ -- $ 5,991,000
--------------- ---------------
--------------- ---------------
Income taxes paid, including Puerto Rico withholding taxes................... $ 1,121,000 $ 1,707,000
--------------- ---------------
--------------- ---------------
</TABLE>
See notes to consolidated financial statements
F-23
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
financial statements of Telemundo Group, Inc. ("Telemundo") and subsidiaries
(collectively the "Company") include all adjustments (consisting of normal
recurring accruals only) necessary to present fairly the Company's financial
position at September 30, 1995, and the results of operations and cash flows for
all periods presented. The results of operations for interim periods are not
necessarily indicative of the results to be obtained for the entire year.
For a summary of significant accounting policies, which have not changed
from December 31, 1994, and additional financial information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On December 30, 1994 (the "Consummation Date"), Telemundo consummated its
financial restructuring pursuant to a plan of reorganization under chapter 11 of
the Bankruptcy Code (the "Plan"). The period prior to the consummation of the
Plan is presented on a historical cost basis without giving effect to the
reorganization and is separated by a line. For purposes of these financial
statements, the term "Predecessor" refers to the Company prior to emergence from
chapter 11 reorganization.
BROADCAST LICENSES AND REORGANIZATION VALUE IN EXCESS OF AMOUNTS ALLOCABLE TO
IDENTIFIABLE ASSETS
Broadcast licenses and reorganization value in excess of amounts allocable
to identifiable assets represents the portion of reorganization value not
attributable to specific tangible assets of the Company at the time of the
reorganization. This value is attributable primarily to FCC broadcast licenses
($82,520,000 net of accumulated amortization). Intangible assets are being
amortized on a straight-line basis over periods ranging from 10 to 40 years. On
an ongoing basis, the Company will continue to review the carrying value of
broadcast licenses and reorganization value in excess of amounts allocable to
identifiable assets and if such review indicates that the value may not be fully
recoverable, the carrying value will be reduced to estimated fair value.
NET LOSS PER SHARE
Net loss per share for the three and nine months ended September 30, 1995 is
calculated by dividing the net loss by the average number of shares outstanding
during the period. Conversion of stock options and warrants is not included in
the computation as all stock options and warrants are antidilutive. As a result
of the effects of the reorganization, per share information and average number
of shares outstanding for the 1994 period are not applicable and therefore have
been omitted from the accompanying financial statements.
RECLASSIFICATIONS
Certain reclassifications have been made in the prior period's financial
statements to conform with the current period's presentation.
3. SUBSEQUENT EVENTS
On November 8, 1995, a wholly-owned subsidiary of Telemundo entered into a
definitive agreement to acquire, directly and indirectly, an aggregate 74.5%
interest in a joint venture ("Video 44") which owns WSNS-TV, Channel 44, in
Chicago. The purchase price for such acquisition is approximately $44.7 million
(subject to adjustment based upon, among other things, the net working capital
of Video 44 on the date of closing). The transaction is contingent upon, among
other things, approval of the Federal Communications Commission, expiration or
termination of the applicable waiting period under the Hart-
F-24
<PAGE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED)
3. SUBSEQUENT EVENTS (CONTINUED)
Scott-Rodino Antitrust Improvements Act, and closing of financing necessary to
consummate the transaction. The Company is considering various financing
alternatives, which may include adjustments to the Company's capitalization.
The Company holds a 42% interest in TeleNoticias del Mundo, L.P.
("TeleNoticias"), a 24-hour Spanish language news service distributed in Latin
America, the United States and Europe. On October 16, 1995, a wholly-owned
subsidiary of Telemundo filed an action in New York State court, naming the
general and other limited partners of TeleNoticias as defendants, to address
certain governance issues affecting TeleNoticias. In its complaint, the Company
asserted, among other things, a cause of action for breach of a stockholders
agreement and for a declaration that the Company has the right to nominate and
remove the president of TeleNoticias. Certain of the defendants have asserted
counter-claims against the Company for injunctive and declaratory relief as well
as for damages in unliquidated amounts. The Company believes that the outcome of
this litigation will not result in a material adverse effect on the Company or
its access to news programming.
F-25
<PAGE>
(This page has been left blank intentionally.)
F-26
<PAGE>
Report of Independent Accountants
To the Joint Venturers
of Video 44
In our opinion, the accompanying balance sheets and the related statements
of income, of joint venturers' equity and of cash flows present fairly, in all
material respects, the financial position of Video 44 (an unincorporated joint
venture) at December 31, 1994 and 1993, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Video 44's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Chicago, Illinois
March 27, 1995
F-27
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1993 AND 1994
<TABLE>
<CAPTION>
1993 1994
-------------- --------------
<S> <C> <C>
Net revenues..................................................................... $ 13,988,120 $ 16,385,054
-------------- --------------
Operating expenses
Technical and program.......................................................... 2,922,086 3,271,257
Selling, general and administrative............................................ 3,829,767 4,595,806
Management fee -- related party (Note 7)....................................... 400,000 400,000
Depreciation and amortization.................................................. 1,685,068 1,852,052
-------------- --------------
8,836,921 10,119,115
-------------- --------------
Operating income................................................................. 5,151,199 6,265,939
-------------- --------------
Interest income.................................................................. 60,435 42,449
Interest expense -- related party................................................ (518,620) (457,594)
-------------- --------------
(458,185) (415,145)
-------------- --------------
Net income....................................................................... $ 4,693,014 $ 5,850,794
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of this statement.
F-28
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
BALANCE SHEETS
DECEMBER 31, 1993 AND 1994
<TABLE>
<CAPTION>
ASSETS 1993 1994
- ------------------------------------------------------------------------------ ----------------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................................... $ 1,616,623 $ 1,188,721
Accounts receivable -- trade, net of allowance for uncollectible accounts of
$240,085 and $50,000 in 1993 and 1994, respectively........................ 3,030,849 3,145,756
Other current assets........................................................ 245,293 209,302
----------------- --------------
Total current assets 4,892,765 4,543,779
----------------- --------------
PROPERTY AND EQUIPMENT
Land........................................................................ 1,090,252 1,090,247
Building and improvements................................................... 1,632,932 1,661,875
Equipment, furniture and fixtures, and vehicles............................. 4,299,155 4,397,302
----------------- --------------
7,022,339 7,149,424
Less: Accumulated depreciation 3,136,720 3,566,261
----------------- --------------
Net property and equipment 3,885,619 3,583,163
----------------- --------------
BROADCAST LICENSE (NET) -- NOTE 3............................................. 13,843,695 13,270,109
NON-COMPETE AGREEMENT (NET) -- NOTE 3......................................... 3,266,663 2,466,663
----------------- --------------
$ 25,888,742 $ 23,863,714
----------------- --------------
----------------- --------------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND JOINT VENTURERS' EQUITY
- ------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Note payable -- related party -- current portion............................ $ 3,200,000 $ 2,000,000
Accounts payable............................................................ 164,255 223,262
Partnership distributions payable........................................... 640,000 --
Music license fees.......................................................... 729,726 665,919
Employee compensation....................................................... 740,031 779,752
Advance payment for programming............................................. -- 300,000
Other....................................................................... 153,896 122,259
----------------- --------------
Total current liabilities................................................. 5,627,908 4,091,192
NOTE PAYABLE -- RELATED PARTY -- LONG TERM.................................... 5,400,000 1,600,000
JOINT VENTURERS' EQUITY....................................................... 14,860,834 18,172,522
----------------- --------------
$ 25,888,742 $ 23,863,714
----------------- --------------
----------------- --------------
</TABLE>
The accompanying notes are an integral part of this statement.
F-29
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
STATEMENTS OF JOINT VENTURERS' EQUITY
YEARS ENDED DECEMBER 31, 1993 AND 1994
<TABLE>
<CAPTION>
NATIONAL
SUBSCRIPTION
HARRISCOPE ESSANESS TELEVISION
OF CHICAGO, THEATRES OF CHICAGO,
INC. CORPORATION INC. TOTAL
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Equity at January 1, 1993.......................... $ 6,621,411 $ 2,404,093 $ 2,892,316 $ 11,917,820
Net income for the year ended December 31, 1993.... 2,346,507 1,196,719 1,149,788 4,693,014
Capital distributions.............................. (875,000) (446,250) (428,750) (1,750,000)
-------------- ------------- ------------- --------------
Equity at December 31, 1993........................ 8,092,918 3,154,562 3,613,354 14,860,834
Net income for the year ended December 31, 1994.... 2,925,397 1,491,952 1,433,445 5,850,794
Capital distributions.............................. (1,269,554) (647,472) (622,080) (2,539,106)
-------------- ------------- ------------- --------------
Equity at December 31, 1994........................ $ 9,748,761 $ 3,999,042 $ 4,424,719 $ 18,172,522
-------------- ------------- ------------- --------------
-------------- ------------- ------------- --------------
</TABLE>
The accompanying notes are an integral part of this statement.
F-30
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993 AND 1994
<TABLE>
<CAPTION>
1993 1994
--------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,693,014 $ 5,850,794
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization................................................. 1,685,068 1,852,052
(Increase) decrease in other assets and liabilities:
Accounts receivable -- trade, net........................................... (679,836) (114,907)
Other assets................................................................ (66,140) 35,996
Accounts payable............................................................ (86,897) 59,007
Accrued liabilities......................................................... (252,335) 244,277
--------------- -------------
Net cash provided by operating activities................................. 5,292,874 7,927,219
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures............................................................ (142,917) (176,015)
Escrow account.................................................................. 5,703,431 --
Acquisition of broadcast license and non-compete agreement...................... (18,338,707) --
Other........................................................................... 47,100 --
--------------- -------------
Net cash used by investing activities..................................... (12,731,093) (176,015)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuances of notes payable -- related party....................... 15,300,000 --
Repayments of notes payable -- related party.................................... (7,200,000) (5,000,000)
Capital distributions........................................................... (1,110,000) (3,179,106)
--------------- -------------
Net cash provided by (used by) financing activities....................... 6,990,000 (8,179,106)
--------------- -------------
DECREASE IN CASH AND CASH EQUIVALENTS............................................. (448,219) (427,902)
CASH AND CASH EQUIVALENTS
Beginning of year............................................................... 2,064,842 1,616,623
--------------- -------------
End of year..................................................................... $ 1,616,623 $ 1,188,721
--------------- -------------
--------------- -------------
</TABLE>
The accompanying notes are an integral part of this statement.
F-31
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Video 44, a joint venture ("Venture"), was formed in 1980 for the purpose of
constructing, owning and operating facilities to broadcast over Channel 44 in
Chicago, Illinois. The Joint Venture Agreement provides for the capital,
profits, assets and liabilities of Video 44 to be allocated to the joint
venturers as follows:
<TABLE>
<S> <C>
Harriscope of Chicago, Inc. ("Harriscope").......................... 50.0%
Essaness Theatres Corporation ("Essaness").......................... 25.5%
National Subscription Television of Chicago, Inc. ("NST")........... 24.5%
</TABLE>
The Management Board of Video 44 consists of seven members, three of whom
are appointed by an affiliate of Oak Industries, Inc., an investor in NST and
Harriscope; two of whom are appointed by officers of Harriscope; and two of whom
are appointed by officers of Essaness.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash balances and short-term
investments with original maturities of three months or less. The Venture
recorded $60,435 and $42,449 in interest income on short-term investments in
1993 and 1994, respectively. All amounts are recorded at cost, which
approximates market.
REVENUE RECOGNITION
Advertising revenues are recognized when commercials are broadcast.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Additions and improvements are
capitalized, while expenditures for maintenance and repairs are expensed as
incurred. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. The cost and accumulated depreciation of
property sold or retired are removed from the accounts, and gains or losses, if
any, are reflected in earnings for the period.
BROADCAST LICENSE AND NON-COMPETE AGREEMENTS
Broadcast license costs are being amortized on a straight-line basis over 25
years. The non-compete agreement is being amortized on a straight-line basis
over five years, the term of the non-compete agreement. Periodically the value
of these assets are reviewed for impairment. Accumulated amortization at
December 31, 1993 for the broadcast license and non-compete agreement was
$495,012 and $733,337, respectively. Accumulated amortization at December 31,
1994 for the broadcast license and non-compete agreement was $1,068,598 and
$1,533,337, respectively.
INCOME TAXES
No provision for income taxes is necessary in the financial statements of
the Venture because, as a joint venture, it is not subject to income tax, and
the tax effect of its activities accrues to the joint venturers.
EMPLOYEE BENEFITS
The Company sponsors two defined contribution employee benefit plans, one
covering union employees and the other covering salaried employees. Annual
contributions to these plans are based on a fixed rate per hour for union
employees and a fixed percentage of wages for salaried employees. Expense
relating to these plans amounted to $113,669 and $126,014 in 1993 and 1994,
respectively.
F-32
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 -- ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following is an analysis of the activity in the allowance for doubtful
accounts during 1993 and 1994:
<TABLE>
<S> <C>
Balance at December 31, 1992.................................... $ 165,734
Expense......................................................... 205,219
Write-offs (net of recoveries).................................. (130,868)
---------
Balance at December 31, 1993.................................... 240,085
Expense......................................................... 326,352
Write-offs (net of recoveries).................................. (516,437)
---------
Balance at December 31, 1994.................................... $ 50,000
---------
---------
</TABLE>
NOTE 3 -- BROADCAST LICENSE
In August 1982, the Venture filed an application with the Federal
Communications Commission ("FCC") for renewal of its broadcast license. In
November 1982, a competing application was filed for a construction permit for a
new broadcast television station on the same frequency utilized by the Venture.
The competing application was mutually exclusive with the application for
license renewal filed by the Venture. Comparative hearings on the two
applications were held during 1983 and 1984 and, in February 1986, an
administrative law judge issued a decision granting the competing applicant's
request for a construction permit and denying the Venture's application for
renewal of its broadcast license. The Venture appealed the decision to the
Review Board of the FCC and, in January 1989, the Review Board reversed the
administrative law judge's opinion and granted the Venture's renewal application
and denied the application of the competing applicant. The competing applicant
appealed the FCC's decision to the U.S. Court of Appeals for the District of
Columbia ("Court"). In April 1990, the Court ruled that the FCC's renewal of the
Venture's license was arbitrary and capricious and remanded the case to the FCC
for further proceedings.
In a Memorandum Opinion and Order adopted September 1990, the FCC reversed
its earlier order renewing the Venture's license, denied the Venture's
application for renewal and granted a construction permit to the competing
applicant. The ruling authorized the Venture to continue operation of the
station for 91 days following the later of (a) the release of the order or (b)
the completion of proceedings for reconsideration before the FCC and/or judicial
review upon appeal. The Venture requested the FCC to reconsider its decision and
in July 1991, the FCC upheld its earlier decision. The Venture then appealed the
FCC decision to the Court.
In October 1992, the Venture entered into an agreement ("Agreement") with
the competing applicant to acquire the competing applicant's rights to the
license that had been awarded to the competing applicant. The Agreement provided
for two payments to be made by the Venture to the competing applicant: 1) the
first payment, totalling $11,666,667 plus accrued interest at the prime rate
plus 1% from September 1, 1992 to the date of payment, to be made within 10 days
following the date on which an order by the FCC approving the settlement shall
become a final order not subject to judicial review; and 2) the second payment,
totalling $6,009,757, plus accrued interest on $5,833,833 of such amount at the
prime rate plus 1% from September 1, 1992 to the date of payment, to be made
within 10 days following the date on which an order by the FCC approving the
transfer of the license to the Venture through its license renewal application
shall become a final order not subject to judicial review.
In connection with the Agreement, the Venture established an escrow account
with a commercial bank to secure the payments to be made to the competing
applicant. In October 1992, the Venture deposited $5,676,424 in cash in the
escrow account. In addition, Oak Industries, Inc. and the Irving B.
F-33
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 -- BROADCAST LICENSE (CONTINUED)
Harris Revocable Trust ("Trust"), an investor in Harriscope, each issued letters
of credit for $6,000,000 payable to the competing applicant, subject to the
completion of the conditions outlined above for the first and second payments to
the competing applicant.
In February 1993, the FCC's order approving the Agreement between the
Venture and the competing applicant became final. In February 1993, the Venture
made its first payment to the competing applicant in the amount of $12,029,133.
In May 1993, the FCC's order approving the transfer of the license to the
Venture became final. In May 1993, the Venture made its second payment to the
competing applicant in the amount of $6,309,574. The total purchase price of
$18,338,707 was allocated to the broadcast license and the non-compete agreement
in accordance with the terms of the agreement.
NOTE 4 -- DEBT
On May 27, 1993, the Venture entered into a Term Loan Agreement ("Loan") for
$10 million with the Trust. The Loan requires quarterly payments of principal
and interest, beginning on September 30, 1993 and June 30, 1993, respectively,
with final maturity on May 31, 1996. Future principal payments total $2.0
million in 1995 and $1.6 million in 1996. Interest accrues quarterly on the
outstanding principal balance at the Venture's option of LIBOR plus 2.25% (8.25%
at December 31, 1994) (decreasing to 1.5% after September 30, 1995) or the prime
rate (as quoted by First National Bank of Chicago) plus .5% (9.0% at December
31, 1994) (with no premium after September 30, 1995). The Loan is secured by a
first lien on and a security interest in both tangible and intangible assets of
the Venture, including but not limited to accounts receivable, fixtures and
equipment, and the Venture's broadcast license. The Loan contains certain
covenants which, among other things, require the Venture to maintain at the end
of each calendar quarter a defined cash flow coverage ratio and prohibit the
Venture from making certain investments, incurring lease liabilities in excess
of $125,000 per year or making capital expenditures in excess of $200,000 per
year.
In connection with entering into the Loan, the Venture incurred $117,929 of
legal costs and closing fees, which have been deferred and are being amortized
on a straight-line basis over the Loan term.
The Loan proceeds were used to repay the amounts borrowed from the Lenders,
as described below. The remaining proceeds were used for the second payment to
the competing applicant (along with existing cash balances of the Venture) under
the Agreement as described in Note 3.
The total Loan balance outstanding of $3,600,000 at December 31, 1994 has
been allocated between current and long-term liabilities, based on the scheduled
repayment of the principal balance.
On October 7, 1992, the Venture entered into a Financing Agreement with Oak
Industries, Harriscope and the Trust (collectively, the "Lenders"), whereby the
Lenders agreed to lend the Venture up to the following amounts as needed by the
Venture to meet its financial obligations under the Agreement:
<TABLE>
<S> <C>
Oak Industries................................................. $5,750,000
Trust.......................................................... $5,750,000
Harriscope..................................................... $1,000,000
</TABLE>
The terms of the Financing Agreement provided for payment of interest at the
prime rate plus 4%. On October 8, 1992, the Venture borrowed $500,000 from
Harriscope under the terms of the Financing Agreement, with such amount payable
on demand by Harriscope. Accordingly, such obligation was recorded as a current
liability at December 31, 1992.
F-34
<PAGE>
VIDEO 44
(AN UNINCORPORATED JOINT VENTURE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 -- DEBT (CONTINUED)
On February 10, 1993, the Venture borrowed $2,650,000 from Oak Industries
and $2,650,000 from the Trust under the terms of the Financing Agreement. Such
funds, along with the balance in the escrow deposit account described in Note 3
and existing cash balances of the Venture, were used to pay the first payment to
the competing applicant described in Note 3.
Borrowings under the Financing Agreement were repaid in May 1993 and the
financing agreement was subsequently canceled.
Interest paid during fiscal years 1993 and 1994 totaled approximately
$495,000 and $423,000, respectively.
NOTE 5 -- NETWORK AGREEMENT
Since January 1989, the Venture has been an affiliate of Telemundo Group,
Inc. ("Telemundo"). Pursuant to a Network Affiliation and Representation
Agreement, Telemundo provides the Venture with Spanish-language programming for
broadcast in the Chicago market and with national sales representation services
to market commercial advertising time. Under the terms of the latest agreement
effective January 1, 1993 and expiring December 31, 1995, Telemundo guaranteed
the Venture a minimum level of Total Affiliate Revenues (as defined).
NOTE 6 -- LEASE AGREEMENT
The Company leases certain operating facilities under a lease which expires
in 1999, with the option to extend the lease term through September 30, 2009.
The lease generally provides that the Company will pay for utilities, real
estate taxes, maintenance and insurance. Minimum annual rental payments are
$185,338 for the period 1995 through 1998 and $139,004 in 1999.
Rent expense was $217,458 and $203,606 in 1993 and 1994, respectively.
NOTE 7 -- RELATED PARTY TRANSACTIONS
In 1993 and 1994, the Venture paid management fees of $400,000 as follows:
- $150,000 to Oak Industries, Inc.
- $125,000 to an individual who is an investor in Essaness.
- $75,000 allocated evenly to two individuals who are investors
in Harriscope.
- $50,000 to Harriscope Corporation, a corporation owned by an
investor in Harriscope.
F-35
<PAGE>
(This page has been left blank intentionally.)
F-36
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Prospectus Summary............................. 3
Risk Factors................................... 11
Use of Proceeds................................ 18
Capitalization................................. 19
Unaudited Pro Forma Consolidated Financial
Data......................................... 20
Selected Historical Consolidated Financial
Data......................................... 27
Management's Discussion and Analysis of Results
of Operations and Financial Condition........ 28
Business....................................... 33
Management..................................... 49
Principal Stockholders......................... 51
The Acquisition................................ 55
Consent Solicitation and Repurchase Offer...... 57
Description of Certain Indebtedness............ 58
Description of the Senior Notes................ 61
Certain Federal Income Tax Considerations...... 86
Underwriting................................... 89
Experts........................................ 90
Legal Matters.................................. 90
Index to Financial Statements.................. F-1
</TABLE>
--------------
UNTIL , 1996 (40 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THE
DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
$
TELEMUNDO GROUP, INC.
% SENIOR NOTES
DUE 2006
[LOGO]
SALOMON BROTHERS INC
ALEX. BROWN & SONS
INCORPORATED
BT SECURITIES CORPORATION
PROSPECTUS
DATED , 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the Senior Notes.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 60,345.00
NASD filing fee............................................. 19,942.00
Blue Sky fees and expenses..................................
Accounting fees and expenses................................
Legal fees and expenses.....................................
Printing and engraving expenses.............................
Miscellaneous...............................................
--------------
TOTAL................................................... $
--------------
--------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Telemundo Group, Inc. is a Delaware corporation and its Certificate of
Incorporation and Bylaws provide for indemnification of its officers and
directors to the fullest extent permitted by law. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") eliminates the liability of a
corporation's directors to a corporation or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith, and
certain other liabilities.
Section 145 of the DGCL provides for the indemnification by a Delaware
corporation of its directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against liabilities and expenses
incurred in any such action, suit or proceeding.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <S>
1.1 Form of Underwriting Agreement between the Company and Salomon
Brothers Inc.*
2.1 Chapter 11 Plan of Reorganization filed with the United States
Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") on November 19, 1993, filed as Exhibit 2.1
to the Company's Current Report on Form 8-K dated November 22,
1993 and incorporated herein by reference.
2.2 Second Amended Disclosure Statement pursuant to Section 1125 of
the Bankruptcy Code dated April 29, 1994, filed as Exhibit 28.1
to the Company's Current Report on Form 8-K dated July 20, 1994
and incorporated herein by reference.
2.3 Second Amended Plan of Reorganization filed with the Bankruptcy
Court on April 29, 1994, filed as Exhibit 2.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1994 (the "March 31, 1994 10-Q") and incorporated herein by
reference.
2.4 Order Pursuant to Section 1129 of the Bankruptcy Code confirming
the Debtor's Second Amended Chapter 11 Plan of Reorganization
dated July 20, 1994, filed as Exhibit 2.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1994 (the "September 30, 1994 10-Q") and incorporated herein
by reference.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <S>
4.1 Indenture dated as of December 30, 1994 between the Company and
Bankers Trust Company with respect to the 10.25% Senior Notes
due December 30, 2001, filed as Exhibit 4.2 to the December 30,
1994 8-K and incorporated herein by reference.
4.2 Warrant Agreement dated as of December 30, 1994 between the
Company and Shawmut Bank Connecticut, National Association,
filed as Exhibit 4.3 to the December 30, 1994 8-K and
incorporated herein by reference.
4.3 Warrant Agreement dated as of December 30, 1994 between the
Company and Reliance Insurance Company, filed as Exhibit 4.4 to
the December 30, 1994 8-K and incorporated herein by reference.
4.4 Registration Rights Agreement dated as of December 30, 1994
between the Company, Apollo Advisors, L.P. and Reliance
Insurance Company, filed as Exhibit 4.5 to the December 30, 1994
8-K and incorporated herein by reference.
4.5 Shareholders Agreement dated as of December 20, 1994 by and among
TLMD Partners II. L.L.C., Bastion Capital Fund, L.P., Leon
Black, Hernandez Partners, GRS Partners II, L.P. and The Value
Realization Fund.*
4.6 Amendment to Shareholders Agreement, dated as of July 20, 1995*
4.7 Form of Supplemental Indenture dated as of , 1995 between
the Company and with respect to the 10.25% Senior Notes
due December 30, 2001.*
4.8 Form of Indenture dated as of , 1995 between the Company
and with respect to the % Senior Notes due 2006.*
5.1 Opinion of Akin, Gump, Strauss Hauer & Feld, L.L.P.*
10.1 Employment Agreements between the Company and each of Joaquin F.
Blaya, Jose C. Cancela, Filiberto Fernandez and Jose Del Cueto,
filed as Exhibit 10.19 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992, and incorporated
herein by reference.
10.2 Employment Agreement between the Company and Gustavo Pupo-Mayo
dated as of September 16, 1994 filed as Exhibit 10.9 to the 1994
Form 10-K and incorporated therein by reference.
10.3 Continuation Agreement between the Company and Bernard S. Carrey
dated October 15, 1993 filed as Exhibit 10.18 to the 1993 10-K
and incorporated herein by reference.
10.4 Continuation Agreement between the Company and Kevin M. Sheehan
dated October 15, 1993 filed as Exhibit 10.19 to the 1993 10-K
and incorporated herein by reference.
10.5 Amendment No. 1 dated as of May 15, 1994 to Employment Agreement
between the Company and Joaquin F. Blaya dated as of May 26,
1992, filed as Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended June 30, 1994 (the "June 30, 1994 10-Q") and
incorporated herein by reference.
10.6 Employment Agreement between the Company and Joaquin F. Blaya
dated as of May 15, 1994, filed as Exhibit 10.2 to the June 30,
1994 10-Q and incorporated herein by reference.
10.7 Employment Agreement dated as of May 15, 1994 between the Company
and Peter J. Housman II, filed as Exhibit 10.3 to the June 30,
1994 10-Q and incorporated herein by reference.
10.8 Amendment No. 1 dated as of May 15, 1994 to Employment Agreement
between the Company and Jose C. Cancela dated as of May 27,
1992, filed as Exhibit 10.4 to the June 30, 1994 10-Q and
incorporated herein by reference.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<C> <S>
10.9 Employment Agreement dated as of May 15, 1994 between the Company
and Jose C. Cancela, filed as Exhibit 10.5 to the June 30, 1994
10-Q and incorporated herein by reference.
10.10 Settlement Agreement dated May 16, 1994 between John Blair
Communications, Inc., John Blair & Company, Inc., Blair
Entertainment Corporation, JHR Acquisition Corp., Telemundo
Group, Inc., Reliance Capital Group, L.P. Reliance Associates,
L.P. Reliance Capital Group, Inc., Reliance Group Holdings,
Inc., Deloitte & Touche, Henry R. Silverman, Donald G. Raider,
Peter J. Housman II, and the Official Committee of Unsecured
Creditors in Telemundo Group, Inc.'s Chapter 11 case, filed as
Exhibit 10.6 to the June 30, 1994 10-Q and incorporated herein
by reference.
10.11 Limited Partnership Agreement dated July 20, 1994 between
Telemundo News Network, Inc., Telenoticias del Mundo, Inc.,
Reuter Latam News, Inc., Antena 8 International, Inc. and Artear
Argentina Corporation, filed as Exhibit 10.8 to the June 30,
1994 10-Q and incorporated herein by reference.
10.12 Loan and Security Agreement dated as of December 31, 1994 between
the Company and Foothill Capital Corporation, filed as Exhibit
10.1 to the December 30, 1994 8-K and incorporated herein by
reference.
10.13 Agreement to Purchase NST Venture Interest and Capital Stock by
and among The Stockholders of Harriscope of Chicago, Inc. and
National Subscription Television of Chicago, Inc. and Telemundo
of Chicago, Inc. dated as of November 8, 1995, filed as Exhibit
10.1 to the Form 10-Q/A filed November 27, 1995 and incorporated
herein by reference.
10.14 Form of Partnership Agreement, dated November 8, 1995, by and
among Essaness Theatres Corporation, Telemundo Group, Inc. and
Harriscope of Chicago, Inc., filed as Exhibit 10-2 to the Form
10-Q/A filed November 27, 1995 and incorporated herein by
reference.
23.1 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.**
23.3 Consent of Price Waterhouse LLP.**
24.1 Power of Attorney (included on signature page of this
Registration Statement on Form S-3).
</TABLE>
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* To be filed by amendment.
** Filed herein.
(b) Financial Statement Schedules
See Index to Financial Statements, page F-1.
ITEM 17. UNDERTAKINGS
(a) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or
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<PAGE>
otherwise, 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant for 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 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.
(c) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a 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 purposes of determining any liability under the Securities Act
of 1933, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hialeah, State of Florida, on November 24, 1995.
TELEMUNDO GROUP, INC.
By: ______/s/_Roland A. Hernandez_____
Roland A. Hernandez
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Roland A.
Hernandez and Peter J. Housman II, his true and lawful attorney and agent, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney and agent, each acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming that said attorney and agent, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 24, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/s/Roland A. Hernandez President and Chief Executive Officer and Director
Roland A. Hernandez (Principal Executive Officer)
/s/Peter J. Housman II
Peter J. Housman II Chief Financial Officer (Principal Financial Officer)
/s/Steven E. Dawson
Steven E. Dawson (Principal Accounting Officer)
/s/Leon D. Black
Leon D. Black Director
/s/Guillermo Bron
Guillermo Bron Director
/s/Alan Kolod
Alan Kolod Director
/s/ Bruce H. Spector
Bruce H. Spector Director
/s/Barry W. Ridings
Barry W. Ridings Director
/s/Edward M. Yorke
Edward M. Yorke Director
/s/David E. Yurkerwich
David E. Yurkerwich Director
</TABLE>
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<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Telemundo Group, Inc. and subsidiaries on Form S-3 of our report dated March
22, 1995, appearing in the Annual Report on Form 10-K of Telemundo Group, Inc.
for the year ended December 31, 1994 and also appearing in this Prospectus,
which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Miami, Florida
November 24, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement of Telemundo Group, Inc. and Subsidiaries on Form S-3 of
our report dated March 27, 1995 relating to the financial statements of Video 44
as of December 31, 1994 and 1993 and for each of the two years in the period
ended December 31, 1994, which appears in such Prospectus. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
November 21, 1995
