10-K/A 1 y57084a1e10-ka.txt SPANISH BROADCASTING SYSTEM, INC. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A AMENDMENT NO. 1 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMMISSION FILE NUMBER 000-27823 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

SPANISH BROADCASTING SYSTEM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SEE TABLE OF ADDITIONAL REGISTRANTS DELAWARE 13-3827791 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

2601 SOUTH BAYSHORE DRIVE, PH II COCONUT GROVE, FLORIDA 33133 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 441-6901 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of December 26, 2001, the aggregate market value of the Class A common stock held by non-affiliates of the Company was approximately $336.2 million. The aggregate market value of the Class B common stock held by non-affiliates of the Company was approximately $0.6 million. We calculated the aggregate market value based upon the closing price of our Class A common stock on December 26, 2001 of $9.15 per share, and we have assumed that our shares of Class B common stock would trade at the same price per share as our shares of Class A common stock. (For purposes of this paragraph, directors and executive officers have been deemed affiliates.) As of December 26, 2001, 36,862,705 shares of Class A common stock, par value $.0001 per share, and 27,795,500 shares of Class B common stock, par value $.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: NONE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS

The registrant, Spanish Broadcasting System, Inc., together with its subsidiaries listed in the Table of Additional Registrants, hereby amends its Annual Report on Form 10-K for the year ended September 30, 2001, filed with the Securities and Exchange Commission on December 31, 2001, by making the following change: Item 12 is hereby deleted in its entirety and replaced with the following: ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information concerning the beneficial ownership of our Class A common stock and our Class B common stock as of December 26, 2001, by: - each person known by us to beneficially own more than 5% of any class of common stock; - each director and each executive officer named in the Summary Compensation Table; and - all named executive officers and directors as a group. Unless indicated below, each stockholder listed had sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws, if applicable.

--------------- * Indicates less than 1%. (1) The address of all directors and executive officers in this table, unless otherwise specified, is c/o Spanish Broadcasting System, Inc., 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133. (2) As used in this table, "beneficial ownership" means the sole or shared power to vote or direct the voting of a security, or the sole or shared power to dispose, or direct the disposition, of a security. A person is deemed as of any date to have beneficial ownership of any security that the person has the right to acquire within 60 days after that date. For purposes of computing the percentage of outstanding shares held by each person named above, any security that the person has the right to acquire within 60 days of the date of calculation is deemed to be outstanding, but is not deemed to be outstanding for purposes of computing the percentage ownership of any other person. (3) Includes 300,000 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. (4) Mr. Pablo Raul Alarcon, Sr.'s shares are held in a Flint Trust with Mr. Alarcon, Sr. as sole beneficiary. (5) Includes 190,000 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. (6) Shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. (7) Includes 30,000 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. Mr. Shrinsky holds these options for the benefit of his law firm, Kaye Scholer LLP. Mr. Shrinsky shares ownership of, and voting and investment power for, 15,000 shares of Class A common stock with his spouse. (8) Shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. (9) Represents 71,100 shares owned indirectly through Henry Carlson Parmer, Jr. Living Trust and 10,000 shares of Class A common stock issuable upon the exercise of options that the holder has the right to exercise within sixty days after December 26, 2001. (10) Includes 700,701 shares of Class A common stock issuable upon the exercise of options that the holders have the right to exercise within sixty days after December 26, 2001. (11) The address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. (12) The address of the TCW Group, Inc. is 865 South Figueroa Street, Los Angeles, CA 90017. Societe Generale S.A. ("SG"), a company incorporated under the laws of France, may be deemed to control the TCW Group, Inc. SG disclaims beneficial ownership of the shares owned by the TCW Group, Inc. (13) The address of The Marcos and Sonya Rodriguez Family Trust (the "Trust") is 8828 North Stemmons Freeway, Suite 106, Dallas, Texas 75247. James Anderson is the trustee of the Trust and is also listed in this table as a beneficial owner of these shares. (14) The address of James L. Anderson is 8828 North Stemmons Freeway, Suite 106, Dallas, Texas 75247. James L. Anderson has sole voting power and sole dispositive power with respect to 2,961,494 shares and shared voting power with respect to 484,092 shares. The Marcos and Sonya Rodriguez Family Trust has the right to receive dividends relating to and the proceeds from the sale of 2,958,844 shares of our Class A common stock for which Mr. Anderson has sole voting and dispositive power resulting from his serving as the trustee of such trust. A company of which Mr. Anderson is president has the right to receive dividends relating to and the proceeds from the sale of 484,092 shares of our Class A common stock for which Mr. Anderson has shared voting power. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf and on behalf of the additional registrants by the undersigned, thereunto duly authorized, on the 5th day of February 2002. Spanish Broadcasting System, Inc. and each of the additional registrants listed in the Table of Additional Registrants By: /s/ JOSEPH A. GARCIA ------------------------------------ Name: Joseph A. Garcia Title: Executive Vice President, Chief Financial Officer and Secretary

SPANISH BROADCASTING SYSTEM INC /NJ/ 10-K/A