-----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, Ebuu/Yzwx0U3EM9T6YAVaTcv44/OJaOYsxhbBuZ5lU/mN8xQiy6NGY9EhqMgw0UO yGZP5xPYeXcuxfrH3FzA4g== 0001047469-99-038026.txt : 19991018 0001047469-99-038026.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-038026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HISPANIC BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24516 FILM NUMBER: 99724344 BUSINESS ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: STE 215 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145257700 MAIL ADDRESS: STREET 1: 3102 OAK LAWN AVENUE STREET 2: SUITE 215 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: HEFTEL BROADCASTING CORP DATE OF NAME CHANGE: 19940502 8-K 1 8-K 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 --------------------------------------------------------- (Former name or former address, if changed since last report) 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
EXHIBIT NO. DESCRIPTION ----------- ----------- 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).
1 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 ---------------------------------- (Registrant) By: /s/ Jeffrey T. Hinson -------------------------------- Name: Jeffrey T. Hinson Title: Chief Financial Officer Dated: October 7, 1999 2 INDEX TO EXHIBITS -----------------
EXHIBIT NO. DESCRIPTION ----------- ----------- 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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