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Filed Pursuant to Rule 424(b)(3)
Registration Statement File No. 333-89235
525,000 SHARES
HISPANIC BROADCASTING CORPORATION
(FORMERLY HEFTEL BROADCASTING CORPORATION)
CLASS A COMMON STOCK
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Our Class A common stock trades on the Nasdaq National Market under the
symbol "HBCCA." On October 27, 1999, the last reported sale price of the
Class A common stock on the Nasdaq National Market was $79.00 per share.
These shares of Class A common stock are being sold by the stockholders
listed under the heading "Selling Stockholders." We will not receive any of the
proceeds from the sales of the shares by the selling stockholders.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS TO READ ABOUT CERTAIN
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Concurrently with the filing of this prospectus, we are filing a prospectus
under Rule 415 of the Securities Act of 1933, offering up to $1.5 billion
aggregate principal amount of its Class A common stock, preferred stock, debt
securities, junior subordinated debt securities, warrants, stock purchase
contracts, stock purchase units, preferred securities of HBC Capital Trust I and
HBC Capital Trust II, and guarantees by Hispanic Broadcasting of such preferred
securities. Sales by the selling stockholders under this prospectus are not
contingent upon the completion of any sales of securities by Hispanic
Broadcasting or the HBC Trusts.
THE DATE OF THIS PROSPECTUS IS OCTOBER 28, 1999
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WHERE YOU CAN FIND MORE INFORMATION
Hispanic Broadcasting files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements, or other information Hispanic
Broadcasting files with the SEC at its public reference rooms in Washington,
D.C. (450 Fifth Street, N.W. 20549), New York, New York (7 World Trade Center,
Suite 1300 10048) and Chicago, Illinois (500 West Madison Street, Suite 1400
60661). Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Hispanic Broadcasting's filings are also available to
the public on the internet, through a database maintained by the SEC at
HTTP://WWW.SEC.GOV. In addition, you can inspect and copy reports, proxy
statements and other information concerning Hispanic Broadcasting at the offices
of the Nasdaq National Market, Report Section, 1735 K Street, N.W., Washington,
D.C. 20006, on which Hispanic Broadcasting's Class A common stock (symbol:
"HBCCA") is listed. Please note that Hispanic Broadcasting recently changed its
name from Heftel Broadcasting Corporation to Hispanic Broadcasting Corporation
and that certain of Hispanic Broadcasting's reports, statements, or other
information incorporated by reference into this prospectus were filed under the
old name.
We filed a registration statement on Form S-3 to register with the SEC the
shares offered by this prospectus. This prospectus is part of that registration
statement. As permitted by SEC rules, this prospectus does not contain all the
information contained in the registration statement or the exhibits to the
registration statement. You may refer to the registration statement and
accompanying exhibits for more information about us and our stock.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with them. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this prospectus, unless and until that information is
updated and superseded by the information contained in this prospectus or any
information incorporated later.
We incorporate by reference the documents listed below:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
4. Current Report on Form 8-K filed on October 15, 1999.
5. Current Report on Form 8-K filed on October 7, 1999.
6. Current Report on Form 8-K filed on May 28, 1999.
7. Current Report on Form 8-K filed on May 13, 1999.
8. Current Report on Form 8-K filed on April 20, 1999.
9. Current Report on Form 8-K filed on June 4, 1998, as amended by
Form 8-K/A filed on July 31, 1998.
We also incorporate by reference all future filings we make with the SEC
between the date of this prospectus and the date upon which we sell all the
securities we offer with this prospectus.
You may obtain copies of these documents at no cost by requesting them from
us in writing at the following address: Corporate Secretary, Hispanic
Broadcasting Corporation, 3102 Oak Lawn Ave., Suite 215, Dallas, Texas 75219
(telephone(214) 525-7700).
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HISPANIC BROADCASTING CORPORATION
We are one of the largest Spanish language radio broadcasting companies in
the United States and currently own or program radio stations in many of the
largest Hispanic markets in the United States, including Los Angeles, New York,
Miami, Chicago, San Francisco/San Jose, Dallas/Fort Worth, Houston, San Antonio,
McAllen/Brownsville/Harlingen, and El Paso. We recently changed our name from
Heftel Broadcasting Corporation to Hispanic Broadcasting Corporation.
Our strategy is to own and program top performing radio stations,
principally in the largest Spanish language radio markets in the United States.
We intend to acquire or develop additional Spanish language stations in leading
Hispanic markets.
We frequently evaluate strategic opportunities both within and outside our
existing line of business which closely relate to serving the Hispanic market,
including opportunities outside of the United States. We expect to pursue
additional acquisitions from time to time and may decide to dispose of certain
businesses. Such acquisitions or dispositions could be material.
Our principal executive offices are located at 3102 Oak Lawn Ave., Suite
215, Dallas, Texas 75219 (telephone: (214) 525-7700).
USE OF PROCEEDS
Hispanic Broadcasting will not receive any proceeds from the sale of the
Class A common stock by the selling stockholders.
RISK FACTORS
You should carefully consider the following risk factors in evaluating an
investment in our Class A common stock.
CONCENTRATION OF CASH FLOW FROM LOS ANGELES STATIONS
A significant decline in the revenue of our Los Angeles stations could have
a material adverse effect on our financial performance. Broadcast cash flow
generated by our Los Angeles stations accounts for a large percentage of our
broadcast cash flow. Increased competition for advertising dollars with other
radio stations and communications media in the Los Angeles metropolitan area,
both generally and relative to the broadcasting industry, increased competition
from a new format competitor and other competitive and economic factors could
cause a decline in revenue from our Los Angeles stations.
OUR RELATIONSHIP WITH CLEAR CHANNEL
OWNERSHIP OF CLASS B COMMON STOCK. Clear Channel Communications, Inc.
currently does not own shares of Class A common stock and therefore is not be
entitled to vote in the election of our directors. However, Clear Channel does
own all of the outstanding shares of our Class B common stock, which has a class
vote on certain matters, including
- the sale of all or substantially all of our assets;
- any merger or consolidation where our stockholders immediately prior to
the transaction would not own at least 50% of the capital stock of the
surviving entity;
- our reclassification, capitalization, dissolution or liquidation;
- our issuance of any shares of preferred stock;
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- the amendment of our certificate of incorporation in a manner that
adversely affects the rights of the holders of the Class B common stock;
- the declaration or payment of any non-cash dividends on any class of our
common stock; or
- any amendment to our certificate of incorporation concerning our capital
stock.
Shares of Class B common stock are convertible into shares of Class A common
stock, subject to any necessary regulatory approvals. These provisions could
have the effect of delaying or preventing a change in control of us, which could
deprive our stockholders of the opportunity to receive a premium for their
shares. These provisions could also have the effect of making us less attractive
to a potential acquirer and could result in holders of Class A common stock
receiving less consideration upon a sale of their shares than might otherwise be
available in the event of a takeover attempt.
SALES BY CLEAR CHANNEL. Clear Channel owns a significant percentage of our
common stock. Any sales of our stock by Clear Channel could have a material
adverse effect on our stock price.
POTENTIAL CONFLICTS OF INTEREST. The nature of the respective businesses of
us and Clear Channel gives rise to potential conflicts of interest between us.
We are each engaged in the radio broadcasting business in numerous markets, and
as a result, in overlapping markets we compete with each other for advertising
revenues. Clear Channel's television and outdoor advertising operations also
compete with us for advertising dollars in overlapping markets. In addition,
conflicts could arise with respect to transactions involving the purchase or
sale of radio broadcasting companies, particularly Spanish language radio
broadcasting companies, the issuance of additional shares of common stock, or
the payment of dividends by us. For instance, Clear Channel currently owns a 40%
equity interest in Grupo Acir Communicaciones, S.A. de C.V., one of the largest
radio broadcasters in Mexico.
Clear Channel has advised us that it does not currently intend to engage in
the domestic Spanish language radio broadcasting business, other than through
its ownership of our shares. However, circumstances could arise that would cause
Clear Channel to engage in the Spanish language broadcasting business. For
example, opportunities could arise which would require greater financial
resources than those available to us or which are located in areas in which we
do not intend to operate. Thus, although Clear Channel has stated to us that it
has no current intention to do so, it may in the future engage in the domestic
Spanish language broadcasting business. In addition, Clear Channel may from time
to time acquire domestic Spanish language radio broadcasting companies
individually or as part of a larger group and may thereafter engage in the
Spanish language radio broadcasting business. Such activities could directly or
indirectly compete with our business and could adversely affect us.
CONTROL BY THE TICHENOR FAMILY
As of June 30, 1999, McHenry Tichenor, Jr., Hispanic Broadcasting's Chief
Executive Officer, and certain members of his family have voting control over
approximately 19.1% of the shares of our Class A common stock. These shares are
subject to a voting agreement. This enables the Tichenor family to exert
significant influence in electing our board of directors and over other
management decisions.
EXTENSIVE GOVERNMENT REGULATION OF BROADCASTING MAY LIMIT OUR OPERATIONS
BROADCASTING. The federal government extensively regulates the domestic
broadcasting industry, and any changes in the current regulatory scheme could
significantly affect us. All issuances, renewals, assignments and transfers of
control of broadcasting station operating licenses require the approval of the
Federal Communications Commission. In addition, the federal communications laws
limit the number of broadcasting properties we may own in a particular area.
While the Telecommunications Act of 1996 relaxed the FCC's multiple ownership
limits and created significant new opportunities for broadcasting companies, it
also created uncertainty about how the FCC would implement these laws.
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For example, the FCC is considering changes to its "one-to-a-market" rule and
other policies and rules that could affect the application of the local radio
ownership limits. Under the "one-to-a-market" rule, a party may not have
interests in radio stations and a television station in the same market unless
the FCC grants a waiver.
The FCC has also been more aggressive in independently examining issues of
market concentration when considering radio station acquisitions. The FCC has
delayed its approval of several pending radio station purchases by various
parties because of market concentration concerns. Moreover, in recent months the
FCC has followed an informal policy of giving specific public notice of its
intention to conduct additional ownership concentration analysis and soliciting
public comment on the issue of concentration and its effect on competition and
diversity with respect to certain applications for consent to radio station
acquisitions.
Our broadcasting business will depend upon maintaining broadcasting licenses
issued by the FCC. The FCC issues these licenses for a maximum term of eight
years. Although the FCC rarely denies a renewal application, the FCC may not
approve our future renewal applications or may impose conditions on such
renewals that could adversely affect our operations. Moreover, governmental
regulations and policies may change over time, and these changes may have a
material impact upon us.
ANTITRUST. Additional acquisitions by us of radio stations will require
antitrust review by the federal antitrust agencies. Following the passage of the
Telecommunications Act of 1996, the Justice Department has become more
aggressive in reviewing proposed acquisitions of radio stations, particularly in
instances where the proposed acquiror already owns one or more radio station
properties in a particular market and seeks to acquire another radio station in
the same market. The Justice Department has, in some cases, obtained consent
decrees requiring radio station divestitures in a particular market based on
allegations that acquisitions would lead to unacceptable concentration levels.
We can give no assurances that the Justice Department or the Federal Trade
Commission will not seek to bar us from acquiring additional radio stations in
any market where we already have a significant share of the Hispanic radio
audience.
ENVIRONMENTAL. As the owner or operator of various real properties and
facilities, we must comply with various federal, state and local environmental
laws and regulations. While in the past we have not incurred significant
expenditures to comply with these laws, additional environmental laws passed in
the future or a finding of a violation of existing laws could require us to make
significant expenditures.
OUR ACQUISITION STRATEGY COULD POSE RISKS
OPERATIONAL RISKS. We intend to grow through the acquisition of radio
stations and other assets that we believe will complement our existing portfolio
or help us enter new markets where we do not have a presence. Our acquisition
strategy involves numerous risks, including:
- certain of such acquisitions may prove unprofitable and fail to generate
anticipated cash flows;
- to successfully manage a portfolio of radio broadcasting properties, we
may need to recruit additional senior management and expand corporate
infrastructure;
- we may encounter difficulties in the integration of operations and
systems;
- management's attention may be diverted from other business concerns; and
- we may lose key employees of acquired companies or stations.
We frequently evaluate strategic opportunities both within and outside our
existing lines of business. We expect from time to time to pursue additional
acquisitions and may decide to dispose of certain businesses. Such acquisitions
or dispositions could be material.
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CAPITAL REQUIREMENTS NECESSARY FOR ADDITIONAL ACQUISITIONS. We face stiff
competition from other radio broadcasting companies for acquisition
opportunities. If the prices sought by sellers of these companies continue to
rise, we may find fewer acceptable acquisition opportunities. In addition, the
purchase price of possible acquisitions could be so large as to require
additional debt or equity financing. We can give no assurance that we will
obtain the needed financing or that we will obtain such financing on attractive
terms. Additional indebtedness would increase our leverage and make us more
vulnerable to economic downturns and may limit our ability to withstand
competitive pressures. Additional equity financing would result in dilution to
our stockholders. We may not have sufficient capital resources to complete
acquisitions.
WE MUST SUCCESSFULLY IMPLEMENT OUR STRATEGY TO CONVERT STATIONS TO A SPANISH
BROADCASTING FORMAT.
Part of our strategy is to acquire radio stations with an English language
format and convert these stations to a Spanish language format. This strategy
requires a heavy initial investment of both financial and management resources.
We typically incur losses for a period of time after a format change because of
the time required to build up ratings and station loyalty. We can give no
assurance that this strategy will be successful in any given market,
notwithstanding that we may incur substantial costs in implementing this part of
our strategy.
WE FACE INTENSE COMPETITION
Broadcasting is a highly competitive business. We may not be able to
maintain or increase our current audience ratings and advertising revenues. Our
broadcasting properties compete for audiences and advertising revenues with
other radio stations, television stations and outdoor advertising companies, as
well as with other media, such as newspapers, magazines, cable television, and
direct mail, within their respective markets. Audience ratings and market shares
are subject to change, which could have an adverse effect on our revenues in
that market. Other variables that could affect our financial performance
include:
- economic conditions, both general and relative to the broadcasting
industry;
- shifts in population and other demographics;
- the level of competition for advertising dollars;
- fluctuations in operating costs;
- technological changes and innovations;
- changes in labor conditions; and
- changes in governmental regulations and policies and actions of federal
regulatory bodies.
NEW TECHNOLOGIES MAY AFFECT OUR BROADCASTING OPERATIONS
We are unable to predict the effect new technologies will have on our
broadcasting operations, but the capital expenditures necessary to implement
such technologies could be substantial. The FCC is considering ways to introduce
new technologies to the radio broadcast industry, including satellite and
terrestrial delivery of digital audio broadcasting and the standardization of
available technologies which significantly enhance the sound quality of AM
broadcasts.
OUR SYSTEMS MUST BE YEAR 2000 COMPLIANT
We are exposed to the risk that the year 2000 issue could cause system
failures or miscalculations in our broadcast locations which could cause
disruptions of our operations, including, among other things, a temporary
inability to produce broadcast signals, process financial transactions or engage
in
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similar normal business activities. As a result, we have determined that we will
be required to modify or replace portions of our software and certain hardware
so that those systems will properly recognize dates beyond December 31, 1999. We
presently believe that with modifications or replacements of existing software
and certain hardware, the year 2000 issue can be mitigated. To date, the amounts
incurred and expensed for developing and carrying out the plans to complete the
year 2000 modifications have not had a material effect on our operations. We
substantially completed the year 2000 modifications, including testing, by
September 30, 1999. The total remaining cost for addressing the year 2000 issue
is not expected to be material to our operations. If such modifications and
replacements are not made, or are not completed on time, the year 2000 issue
could have a material impact on our operations.
In addition, the possibility of interruption exists in the event that the
information systems of our significant vendors are not year 2000 compliant. The
inability of our vendors to complete their year 2000 resolution process in a
timely fashion could materially impact us. The effect of non-compliance by such
vendors is not determinable. In addition, disruptions in the economy generally
resulting from the year 2000 issues could also materially adversely affect us.
We could be subject to litigation for computer systems failure, for example,
equipment shutdown or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
SELLING STOCKHOLDERS
The following table lists the names of the selling stockholders, the number
of shares of Class A common stock beneficially owned by each selling stockholder
on September 30, 1999, and the number of shares, which may be offered for sale
by this prospectus. Each selling stockholder provided to us the information
regarding its share ownership. Because the selling stockholders may offer all,
some or none of their Class A common stock, we can not give a definitive
estimate as to the number of shares that will be held by the selling
stockholders after the offering and we prepared the following table based on the
assumption that the selling stockholders sell all of the shares of Class A
common stock covered by this prospectus. At September 30, 1999, there were
37,193,488 shares of Class A common stock outstanding.
<TABLE>
<CAPTION>
SHARES SHARES BENEFICIALLY OWNED
AFTER THE OFFERING
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BENEFICIALLY OWNED SHARES BEING PERCENT OF
SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED NUMBER OUTSTANDING
- ------------------- ------------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
McHenry T. Tichenor (1)(2)................. 116,642 50,000 66,642 *
The David T. Tichenor Trust (1)(3)......... 613,568 240,000 373,568 1.0%
William E. Tichenor (1)(4)................. 890,723 125,000 765,723 2.1%
Jean T. Tichenor (1)(5).................... 1,528,916 60,000 1,468,916 3.9%
David Lykes (6)............................ 253,052 50,000 203,052 *
</TABLE>
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* Represents less than 1.0%
(1) Shares held subject to a voting agreement pursuant to which the selling
stockholder shares voting control with other members of the Tichenor family.
(2) McHenry T. Tichenor is a director of Hispanic Broadcasting and is the father
of Mr. Tichenor, Jr.
(3) David T. Tichenor is the beneficiary of the David T. Tichenor Trust. David
T. Tichenor is the step-brother of Mr. Tichenor, Jr.
(4) William E. Tichenor is the brother of Mr. Tichenor, Jr.
(5) Ms. Tichenor is the sister of Mr. Tichenor, Jr.
(6) Mr. Lykes serves as Executive Vice President and Chief Operating Officer of
Hispanic Broadcasting.
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DESCRIPTION OF CAPITAL STOCK
The board of directors has the authority to issue up to 100,000,000 shares
of Class A common stock, $.001 par value per share, 50,000,000 shares of
Class B common stock, $.001 par value per share, and 5,000,000 shares of
preferred stock, $.001 par value. As of September 30, 1999, 37,193,488 shares of
Class A common stock were outstanding, 14,156,470 shares of Class B common stock
were outstanding, and no shares of preferred stock were outstanding.
COMMON STOCK
Class A and Class B common stock have identical rights except for voting
rights and certain rights of the Class B common stockholders to convert their
shares into Class A common stock. In the event that our board of directors
declares dividends out of legally available funds, holders of Class A and
Class B common stock are entitled to ratably receive such dividends, subject to
the payment of any preferential dividends with respect to any preferred stock
outstanding at such time. In the event of our liquidation, dissolution or
winding up, holders of Class A and Class B common stock are entitled to share
ratably in any assets available for distribution to stockholders after payment
of all obligations of the company, subject to the payment of any preferential
distributions with respect to any preferred stock outstanding at such time.
Holders of Class A and Class B common stock do not have cumulative voting
rights or preemptive or other rights to acquire or subscribe to additional,
unissued or treasury shares.
CLASS A COMMON STOCK
Holders of the Class A common stock are entitled to one vote per share on
all matters submitted to a vote of the stockholders.
CLASS B COMMON STOCK
Holders of the Class B common stock have voting rights limited to certain
specified decisions and actions. Specifically, the holders of a majority of the
Class B common stock voting as a single class must grant approval or consent
before Hispanic Broadcasting can take any of the following actions:
- sell, lease or otherwise transfer all or substantially all of our assets;
- effect any merger or consolidation where our stockholders immediately
before such merger or consolidation would not own at least 50% of the
capital stock of the surviving entity;
- effect any reclassification, recapitalization, dissolution, liquidation or
winding up;
- authorize, issue or obligate ourself to issue any shares of preferred
stock;
- make or permit any amendment to the certificate of incorporation that
adversely affects the rights of the holders of our Class B common stock;
- declare or pay any non-cash dividends on or make any other non-cash
distribution on any class of common stock; or
- make or permit any amendment or modification to the certificate of
incorporation concerning any of our capital stock.
With respect to each of these matters, each share of Class B common stock is
entitled to one vote. These class voting rights will end once Clear Channel and
its affiliates own less than 20% of all of our outstanding Class A and Class B
common stock.
Only Clear Channel and its affiliates may own shares of Class B common
stock. The outstanding Class B common stock will convert into Class A common
stock automatically upon sale, gift or other
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transfer to a person or entity other than Clear Channel or an affiliate of Clear
Channel. Each holder of Class B common stock has the option to convert its
Class B common stock into Class A common stock upon receipt of all required
regulatory consents. In addition, Clear Channel has the option to convert any of
its shares of Class A common stock that it may own from time to time into shares
of Class B common stock.
PREFERRED STOCK
Upon obtaining the consent of the holders of Class B common stock as
described in "Description of Common Stock--Class B Common Stock," the Hispanic
Broadcasting board of directors has the authority to issue shares of preferred
stock in one or more series. At the time of such issuance, the board can
designate the rights, preferences, privileges, and qualifications of such
preferred stock without any further vote or action by the stockholders. A future
issuance of preferred stock could have one or all of the following effects:
- decrease the amount of earnings and assets available for distribution to
holders of Class A and Class B common stock;
- adversely affect the rights and powers, including voting rights, of
holders of Class A and Class B common stock; and
- delay, defer or prevent a change in control of the company.
REGISTRATION RIGHTS AGREEMENTS; STOCKHOLDERS AGREEMENT; VOTING AGREEMENT
Hispanic Broadcasting completed a merger with Tichenor Media System, Inc. on
February 14, 1997. At the time of this merger, Hispanic Broadcasting entered
into a registration rights agreement with Clear Channel and with certain former
Tichenor stockholders. As a result of these agreements, Hispanic Broadcasting
may be required to file registration statements with the SEC to register for
resale shares of Class A common stock received by each of these parties.
At the time of our merger with Tichenor Media System, Inc., Hispanic
Broadcasting also entered into a stockholders agreement with Clear Channel and
certain former Tichenor stockholders in order to impose certain restrictions on
the transferability of their shares, to grant certain rights of first refusal
and to address the rights of the parties in the event of future sales of our
common stock.
CERTAIN ANTI-TAKEOVER EFFECTS OF CHARTER AND DELAWARE LAW
The voting rights of the Class B stockholders and certain provisions of the
Delaware General Corporation Law may each have the effect of impeding tender
offers, proxy fights, open market purchases or other events which could effect a
change in control of Hispanic.
Our certificate of incorporation grants holders of Class B common stock the
right to vote separately as a class on certain matters, including a merger or
sale of all or substantially all of our assets. In addition, holders of Class B
common stock have the option to convert their shares into Class A common stock
upon receipt of required regulatory approvals. Thus, Clear Channel and its
affiliates, as the sole owners of Class B common stock, can exert a significant
influence on our change in control.
The Delaware General Corporation Law restricts a wide range of transactions
between a corporation and any of its interested stockholders. Under Delaware
law, an interested stockholder generally means any stockholder who beneficially
owns, directly or indirectly, 15% or more of the corporation's outstanding
voting stock. For a period of three years from the time a stockholder becomes an
interested stockholder, such stockholder cannot:
- enter into a merger or consolidation with the corporation,
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- acquire more than 10% of the corporation's assets,
- engage in certain transactions which would increase the proportionate
share of stock owned by such stockholder, or
- disproportionately benefit from any loans, advances or other financial
benefits from the corporation.
However, these restrictions do not apply to an interested stockholder who
owned at least 85% of the corporation's voting stock at the time it initially
became an interested stockholder. Furthermore, the restrictions do not apply if:
- before such person became an interested stockholder, the board of
directors approved either the transaction proposed by the interested
stockholder or the transaction which resulted in the person becoming an
interested stockholder; or
- the business combination is approved by the board of directors and
authorized by the affirmative vote of at least 66 2/3% of the outstanding
voting stock not owned by the interested stockholder.
FOREIGN OWNERSHIP
The Federal Communications Act and certain rules established by the FCC
impose certain restrictions on foreign ownership of and voting control over our
capital stock. Accordingly, our certificate of incorporation prohibits aliens,
foreign governments, or non-U.S. corporations from directly or indirectly owning
or acquiring voting control of more than 25% of our outstanding capital stock.
It also prohibits any transfer of our capital stock which would result in a
violation of this prohibition and authorizes our board of directors to adopt
such provisions as it deems necessary to enforce these prohibitions.
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PLAN OF DISTRIBUTION
This prospectus covers the resale of shares of common stock by the selling
stockholders and their pledgees, donees, assignees and other successors in
interest. The selling stockholders may sell their shares on the Nasdaq National
Market, in the over-the-counter market or through any other facility on which
the shares are traded, or in private transactions. These sales may be at market
prices or at negotiated prices. The selling stockholders may use the following
methods when selling shares:
- ordinary brokerage transactions and transactions in which the broker or
dealer solicits purchasers;
- block trades in which the broker or dealer attempts to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this prospectus;
- privately negotiated transactions;
- any combination of these methods of sale; or
- any other legal method.
The selling stockholders may engage in short sales of the common stock and
deliver shares to close out their short positions. The selling stockholders may
also enter into put or call options or other transactions with broker-dealers or
others which require delivery to those persons of shares covered by this
prospectus.
Brokers, dealers or other agents participating in the distribution of the
shares of common stock may receive compensation in the form of discounts or
commissions from the selling stockholders, as well as the purchaser if they act
as agent for the purchaser. The discount or commission in a particular
transaction could be more than the customary amount. We know of no existing
arrangements between any selling stockholder and any underwriter, broker, dealer
or agent relating to the sale or distribution of the shares.
The selling stockholders and any brokers or dealers that participate in the
sale of the shares may be deemed to be "underwriters" within the meaning of the
Securities Act. Any discounts, commissions or other compensation received by
these persons and any profit on the resale of the shares by them as principals
might be deemed to be underwriters' compensation. The selling stockholders may
agree to indemnify any broker, dealer or agent that participates in the sale of
the shares against various liabilities, including liabilities under the
Securities Act.
At the time a particular offer of shares is made, to the extent required we
will file a supplement to this prospectus which identifies the number of shares
being offered, the name of the selling stockholder, the name of any
participating broker or dealer, the amount of discounts and commissions, and any
other material information.
The selling stockholders and any other person participating in a
distribution will be subject to the applicable provisions of the Exchange Act
and its rules and regulations. For example, the anti-manipulative provisions of
Regulation M may limit the ability of the selling stockholders or others to
engage in stabilizing and other market making activities.
The selling stockholders may also sell their shares pursuant to Rule 144
under the Securities Act, rather than pursuant to this prospectus, so long as
they meet the criteria and conform to the requirements of the rule.
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. We will pay the registration and other offering expenses
related to this offering, but the selling stockholders
11
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will pay all underwriting discounts and brokerage commissions incurred in
connection with the offering. We have agreed to indemnify the selling
stockholders against various liabilities, including liabilities under the
Securities Act.
In order to comply with some states' securities laws, if applicable, the
shares will be sold in those states only through registered or licensed brokers
or dealers. In addition, in some states the shares may not be sold unless they
have been registered or qualified for sale or an exemption from registration or
qualification is available and is satisfied.
LEGAL OPINIONS
The validity of the securities will be passed upon for Hispanic Broadcasting
by its special counsel, Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio,
Texas.
EXPERTS
The consolidated financial statements and financial statement schedule of
Hispanic Broadcasting Corporation and subsidiaries as of and for the years ended
December 31, 1998 and 1997 incorporated by reference herein and elsewhere in the
registration statement have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein and upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Hispanic Broadcasting Corporation
for the three months ended December 31, 1996 and the year ended September 30,
1996 appearing in Hispanic Broadcasting Corporation's Annual Report (Form 10-K)
for the year ended December 31, 1998 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The financial statements of Multicultural Radio Broadcasting, Inc. for the
year ended December 31, 1997 included in the Current Report on Form 8-K/A of
Hispanic Broadcasting Corporation filed July 31, 1998 and incorporated by
reference herein have been incorporated by reference herein in reliance upon the
report of Wiss & Company, LLP, independent auditors, and upon the authority of
said firm as experts in accounting auditing.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY HISPANIC BROADCASTING OR ANY
UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Where You Can Find More Information... 2
Hispanic Broadcasting Corporation..... 3
Use of Proceeds....................... 3
Risk Factors.......................... 3
Selling Stockholders.................. 8
Description of Capital Stock.......... 9
Plan of Distribution.................. 12
Legal Opinions........................ 12
Experts............................... 12
</TABLE>
525,000 SHARES
[LOGO]
HISPANIC BROADCASTING
CORPORATION
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PROSPECTUS
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OCTOBER 28, 1999
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