-----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, LHinfHTIKTl2WgDm10pLDMDinD/9weK8bYX6GdgqfdPTCNxmow7hqYVi0XQ4orI1 YuqeyX3/sSJVeFpopm6OBQ== 0001209191-04-052591.txt : 20041112 0001209191-04-052591.hdr.sgml : 20041111 20041112173243 ACCESSION NUMBER: 0001209191-04-052591 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041112 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPANISH BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000927720 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 133827791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3191 CORAL WAY CITY: MIAMI STATE: FL ZIP: 33145 BUSINESS PHONE: 3054416901 MAIL ADDRESS: STREET 1: 3191 CORAL WAY CITY: MIAMI STATE: FL ZIP: 33145 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALARCON RAUL JR CENTRAL INDEX KEY: 0001098542 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27823 FILM NUMBER: 041140835 BUSINESS ADDRESS: STREET 1: 3191 CORAL WAY CITY: MIAMI STATE: FL ZIP: 33145 BUSINESS PHONE: 3054439090 MAIL ADDRESS: STREET 1: 3191 CORAL WAY CITY: MIAMI STATE: FL ZIP: 33145 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2004-11-12 0 0000927720 SPANISH BROADCASTING SYSTEM INC SBSA 0001098542 ALARCON RAUL JR 2601 SOUTH BAYSHORE DRIVE PHII COCONUT GROVE FL 33133 1 1 1 0 Chairman, CEO & President Prepaid Forward Agreement 2004-11-12 2004-11-15 4 J 0 250000 D 2008-03-03 2008-03-03 Class A Common Stock 250000 600000 D On November 12, 2004, the Reporting Person entered into a hedging arrangement termed a "prepaid forward agreement" (the "Forward Agreement") with an unaffiliated third party (the "Purchaser"), whereby the Reporting Person agreed to sell 250,000 shares of Class A Stock for the notional amount of $10.71 per share, subject to adjustment, against which the Reporting Person will receive proceeds of approximately $2,275,000. The Forward Agreement provides that upon its expiration on March 3, 2008 (the "Settlement Date"), the Reporting Person shall be obligated to deliver 250,000 shares of Class A Stock, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling of $12.32. On June 7, 2004, the Reporting Person entered into a master agreement (the "Master Agreement") with the Purchaser. The Master Agreement sets forth certain terms and conditions that would apply to agreements for the sale of Class A Stock from the Reporting Person to the Purchaser. The Reporting Person agreed to sell 500,000 shares of Class A Stock pursuant to the Master Agreement and a "pre-paid forward agreement" with Purchaser dated August 31, 2004. Purchaser agreed to sell an additional 250,000 shares of Class A Stock pursuant to the Master Agreement and the Forward Agreement, as defined and described above. On June 7, 2004, the Reporting Person also entered into a pledge agreement (the ?Pledge Agreement") with the Purchaser pursuant to which Reporting Person agreed to pledge shares of Class B Stock (the "Pledged Shares") to the Purchaser in order to secure its obligations relating to transactions made under the Master Agreement, including under the Forward Agreement. The Pledged Shares shall remain in the name of the Reporting Person, who shall continue to hold voting power and all other rights of a shareholder over the Pledged Shares. At the option of the Reporting Person, all or part of the Forward Agreement may be settled by delivery of (i) cash; (ii) the Pledged Shares, which shall automatically convert into the equivalent number of shares of Class A Stock of the Issuer; or (iii) Class A Stock owned by the Reporting Person, which Class A stock may be obtained pursuant to the exercise of stock options, open market acquisitions or otherwise. Raul Alarcon, Jr. 2004-11-12 -----END PRIVACY-ENHANCED MESSAGE-----