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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 7, 1999
(September 17, 1999)
HISPANIC BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24516 99-0113417
(State or other jurisdiction (Commission File Number) (IRS Employer
incorporation) Identification No.)
3102 Oak Lawn Avenue, Suite 215
Dallas, Texas 75219
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 525-7700
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 17, 1999, Hispanic Broadcasting Corporation (the
"Company") acquired for $118.1 million from Golden West
Broadcasters and Jacqueline Autry and Stanley B. Schneider, as
co-trustees of the Autry Qualified Interest Trust, the assets
of KSCA(FM) serving the Los Angeles market. The Company has
been programming KSCA(FM) since February 5, 1997, therefore
the historical statements of operations of the Company have
included the revenues and operating expenses of KSCA(FM) from
that date.
The assets acquired consist of items of broadcasting and technical
equipment utilized in the transmission of radio signals, Federal
Communications Commission ("FCC") licenses and other items of
personal property associated with the operations of the broadcast
facility. Substantially all of the purchase price is expected to
be allocated to the FCC licenses.
The Company previously paid $13.0 million to acquire the option to
purchase the assets of KSCA(FM) and such payments were subtracted
from the purchase price at closing. To fund the acquisition, the
Company borrowed $38.0 million from its $300.0 million revolving
credit facility (the "Credit Facility") and used $67.1 million of
cash. The cash was generated from operating activities and
proceeds of the June 1999 secondary public stock offering (the
"June 1999 Offering").
Assuming the acquisition of KSCA(FM) had occurred on January 1,
1998, for the year ended December 31, 1998 and the six months
ended June 30, 1999 on a pro forma basis, depreciation and
amortization would have been approximately $3.0 million and
$1.5 million, respectively, higher than historical amounts,
interest expense, net would have been $6.3 million and $3.1
million, respectively, higher and income taxes would have been
$2.6 million and $1.6 million, respectively, less than
historical amounts. On a pro forma basis, net earnings would
have been reduced to $20.7 million ($0.42 per share) for the
year ended December 31, 1998 and $10.5 million ($0.21 per
share) for the six months ended June 30, 1999.
On September 24, 1999, the Company acquired the FCC licenses and
transmission equipment of a radio station broadcasting at 94.1 MHz
serving the Dallas/Fort Worth market for $65.0 million from SBT
Communications Statutory Trust.
The assets acquired consist of items of broadcasting and technical
equipment utilized in the transmission of radio signals and FCC
licenses.
To fund the acquisition, the Company borrowed $8.0 million from
the Credit Facility and used $57.0 million of cash. The cash was
generated from operating activities and proceeds of the June 1999
Offering.
The assets acquired by the Company were utilized by Golden West
Broadcasters, Jacqueline Autry and Stanley B. Schneider, as
co-trustees of the Autry Qualified Interest Trust, and SBT
Communications Statutory Trust for the purpose of radio
broadcasting. The Company intends to continue such use.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.1 Asset Purchase Agreement, dated April 28, 1999, by and among
Golden West Broadcasters, Jacqueline Autry and Stanley B.
Schneider, as co-trustees of the Autry Qualified Interest Trust,
KTNQ/KLVE, Inc., HBC License Corporation and Heftel Broadcasting
Corporation (incorporated by reference to Exhibit 10.1 to the
Registrant's Form 10-Q filed on May 14, 1999).
10.2 Asset Purchase Agreement, dated July 6, 1999, by and between SBT
Communications Statutory Trust and HBC Broadcasting Texas, L.P.
(incorporated by reference to Exhibit 10.4 to the Registrant's
Form 10-Q filed on August 12, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hispanic Broadcasting Corporation
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(Registrant)
By: /s/ Jeffrey T. Hinson
--------------------------------
Name: Jeffrey T. Hinson
Title: Chief Financial Officer
Dated: October 7, 1999
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.1 Asset Purchase Agreement, dated April 28, 1999, by and among
Golden West Broadcasters, Jacqueline Autry and Stanley B.
Schneider, as co-trustees of the Autry Qualified Interest
Trust, KTNQ/KLVE, Inc., HBC License Corporation and Heftel
Broadcasting Corporation (incorporated by reference to Exhibit
10.1 to the Registrant's Form 10-Q filed on May 14, 1999).
10.2 Asset Purchase Agreement, dated July 6, 1999, by and between
SBT Communications Statutory Trust and HBC Broadcasting Texas,
L.P. (incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-Q filed on August 12, 1999).
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