-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8R+sOUdjRAWYj3TGaecHusEtBUVNSK7PQgJK5671q4QXAmJA1lBJe79QBYLKGRV LleOLhcqx900+7gnYXE2kQ== /in/edgar/work/0000944209-00-001595/0000944209-00-001595.txt : 20001018 0000944209-00-001595.hdr.sgml : 20001018 ACCESSION NUMBER: 0000944209-00-001595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001002 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTRAVISION COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001109116 STANDARD INDUSTRIAL CLASSIFICATION: [4833 ] IRS NUMBER: 954783236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15997 FILM NUMBER: 741396 BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3104473870 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2, 2000 ENTRAVISION COMMUNICATIONS CORPORATION -------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-15997 95-4783236 ------------------------------------------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 2425 OLYMPIC BOULEVARD, SUITE 6000 WEST, SANTA MONICA, CA 90404 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 447-3870 N/A (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On October 2, 2000, Entravision Communications Corporation ("Entravision") closed the purchase of certain outdoor advertising assets located in high- density communities in New York City, from Infinity Broadcasting Corporation for a total of $168.2 million. Entravision acquired no new employees as a result of the asset purchase. The acquisition was funded from the proceeds of Entravision's initial public offering. Entravision issued a press release on October 16, 2000, announcing the acquisition. The press release is attached hereto as Exhibit 99.1. This Form 8-K and the press release attached hereto as Exhibit 99.1, may contain forward-looking statements concerning our expectations of future revenue, expenses, the outcome of our growth and acquisition strategy and the projected growth of the U.S. Hispanic population. Forward-looking statements often include words or phrases such as "will likely result," "expect," "will continue," "anticipate," "estimate," "intend," "plan," "project," "outlook," "seek" or similar expressions. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed in the forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which reflect our management's view only as of the date of this Form 8-K. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Factors That May Affect Future Results" set forth in our Form 10-Q for the quarter ended June 30, 2000, and similar discussions in our registration statement declared effective by the Securities and Exchange Commission ("SEC") on August 1, 2000 discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this report and in other filings with the SEC, before deciding to invest in our company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. None (b) Pro forma business information. None 2 (c) Exhibits 2.1 Asset Purchase Agreement dated as of the June 14, 2000 by and between Entravision and Infinity Broadcasting Corporation (incorporated herein by reference to Exhibit 2.6 to Entravision's Registration Statement on Form S-1 (No. 333 - 35336), as amended). 99.1 Press Release, issued October 16, 2000. 3 SIGNATURE 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 hereunto duly authorized. ENTRAVISION COMMUNICATIONS CORPORATION By: /s/ Walter F. Ulloa -------------------------------------------------------- Name: Walter F. Ulloa Title: Chairman and Chief Executive Officer DATE: October 16, 2000 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT 2.1 Asset Purchase Agreement dated as of the June 14, 2000 by and between Entravision and Infinity Broadcasting Corporation (incorporated herein by reference to Exhibit 2.6 to Entravision's Registration Statement on Form S-1 (No. 333 -35336), as amended). 99.1 Press Release, issued October 16, 2000. 5 EX-99.1 2 0002.txt PRESS RELEASE, ISSUED OCTOBER 16, 2000 EXHIBIT 99.1 FOR IMMEDIATE RELEASE ENTRAVISION COMMUNICATIONS COMPLETES ACQUISITION OF OUTDOOR ADVERTISING ASSETS IN NEW YORK Santa Monica, CA, October 16, 2000 - Entravision Communications Corporation (NYSE: EVC) announced today that it has completed the acquisition of approximately 1,200 outdoor advertising faces in New York from Infinity Broadcasting Corporation for $168.2 million. With the addition of the Infinity outdoor assets, Entravision now owns approximately 11,0000 outdoor advertising faces located in high-density Hispanic communities in Los Angeles and New York, the two largest Hispanic markets in the United States. Entravision is now one of the largest owners and operators of 8- sheet outdoor advertising faces in the nation. This inventory of outdoor assets is primarily concentrated on busy city streets, targeting both pedestrian and vehicular traffic. With this acquisition, Entravision has consolidated all of the 8-sheet and 30-sheet outdoor advertising faces in the greater New York City area. Entravision's outdoor business, which represents approximately 20% of the Company's annual revenues, is currently growing at approximately twice the industry average. Walter Ulloa, Chairman and CEO of Entravision, commented, "Outdoor advertising is a key component of our strategy to provide advertisers with a unique multi-media platform for reaching the nation's Hispanic population. Outdoor advertising has proven to be particularly effective in influencing Hispanic purchasing decisions. This acquisition cements our outdoor presence in New York's most densely populated Hispanic neighborhoods, strengthening our ability to offer advertisers a highly targeted medium for reaching Latino families where they live and shop. With our strong financial position and robust organic growth, we continue to search for additional acquisition opportunities, including outdoor assets in other major Hispanic markets." Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio, outdoor and publishing operations to reach approximately 80% of Hispanic consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of the top-ranked Univision television network, with stations in 18 of the nation's top-50 Hispanic markets. The company also operated the nation's largest centrally programmed Spanish-language radio network which serves 23 markets via 57 owned and operated radio stations and 47 affiliates. The company's publishing operations include El Diario/La Prensa in New York City, the nation's oldest major Spanish-language newspaper. Entravision shares of Class A Common Stock are traded in the New York Stock Exchange under the symbol: EVC. Certain statements contained in this release are forward looking. Although Entravision Communications Corporation believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations and assumptions, see the company's prospectus, dated August 2, 2000. -----END PRIVACY-ENHANCED MESSAGE-----