SEC FORM 3 SEC Form 3
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*
VIACOM INC

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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*
VIACOM INC

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INFINITY BROADCASTING CORP

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INFINITY MEDIA CORP

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NAIRI INC

(Last) (First) (Middle)
200 ELM STREET

(Street)
DEDHAM MA 02026

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)
200 ELM STREET

(Street)
DEDHAM MA 02026

(City) (State) (Zip)
1. Name and Address of Reporting Person*
REDSTONE SUMNER M

(Last) (First) (Middle)
C/O NATIONAL AMUSEMENTS, INC.
200 ELM STREET

(Street)
DEDHAM MA 02026

(City) (State) (Zip)
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).
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