FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/23/2004 |
3. Issuer Name and Ticker or Trading Symbol
SPANISH BROADCASTING SYSTEM INC [ SBSA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock | (1) | (2) | Class A Common Stock | 7,600,000(3) | 0.00 | I(4) | Indirect |
Warrant | (1) | 12/23/2008 | Series C Convertible Preferred Stock | 190,000(5) | 300 | I(4) | Indirect |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Current |
2. No expiration date |
3. On December 23, 2004, pursuant to the terms of an agreement among Infinity Media Corporation (IMC), the Issuer, Infinity Broadcasting Corporation of San Francisco and SBS Bay Area, LLC, dated as of October 5, 2004 (the Agreement), IMC acquired 380,000 shares of the Issuer's Series C Convertible Preferred Stock (Series C Stock), each of which is convertible at any time at the option of the holder into shares of the Issuer's Class A Common Stock (Class A Stock) on a 1-for-20 basis. |
4. These securities are owned directly by IMC, a wholly-owned subsidiary of Infinity Broadcasting Corporation (IBC), which in turn is a wholly-owned subsidiary of Viacom Inc. (Viacom), but may also be deemed to be beneficially owned by (1) IBC, (2) Viacom, (3) NAIRI, Inc. (NAIRI), which owns approximately 71% of Viacom's voting stock, (4) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (5) Sumner M. Redstone, who is the controlling stockholder of NAI. |
5. On December 23, 2004, pursuant to the Agreement, IMC acquired a Warrant for 190,000 shares of the Issuer's Series C Stock, each of which, upon exercise of the Warrant, is convertible at any time at the option of the holder into shares of the Issuer's Class A Stock on a 1-for-20 basis. |
Remarks: |
By: Michael D. Fricklas, Executive Vice President | 12/27/2004 | |
By: Michael D. Fricklas, Executive Vice President | 12/27/2004 | |
By: Michael D. Fricklas, Executive Vice President | 12/27/2004 | |
By: Sumner M. Redstone, Chairman & President | 12/27/2004 | |
By: Sumner M. Redstone, Chairman & CEO | 12/27/2004 | |
/s/ Redstone, Sumner M. | 12/27/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |