<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 25, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission file number 33-82114

                        SPANISH BROADCASTING SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

                       SEE TABLE OF ADDITIONAL REGISTRANTS

                   DELAWARE                                   13-3827791
       (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                   Identification No.)

  3191 Coral Way, Suite 805, Miami, Florida                     33145
   (Address of principal executive offices)                   (Zip Code)

                                 (305) 441-6901
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              [X] YES    [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares of Registrant's Common Stock, par value $.0001 per share,
outstanding as of July 27, 2000: 32,399,760 shares of Class A Common Stock and
27,816,900 shares of Class B Common Stock.

<PAGE>   2

                         TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
                                                                                        PRIMARY
                                                                                       STANDARD
                                                                STATE OR OTHER        INDUSTRIAL       I.R.S. EMPLOYER
                                                                JURISDICTION OF     CLASSIFICATION     IDENTIFICATION
           NAME                                                  INCORPORATION          NUMBER             NUMBER
           ----                                              -------------------  ------------------ ------------
          <S>                                                    <C>                     <C>            <C>
           Spanish Broadcasting System, Inc.                     New Jersey              4832           13-3181941
           Spanish Broadcasting System of California, Inc.       California              4832           92-3952357
           Spanish Broadcasting System of Florida, Inc.            Florida               4832           58-1700848
           Spanish Broadcasting System Network, Inc.              New York               4899           13-3511101
           SBS Promotions, Inc.                                   New York               7999           13-3456128
           Alarcon Holdings, Inc.                                 New York               6512           13-3475833
           SBS of Greater New York, Inc.                          New York               4832           13-3888732
           Spanish Broadcasting System of Illinois, Inc.          Delaware               4832           36-4174296
           Spanish Broadcasting System of Greater Miami,          Delaware               4832           65-0774450
           Inc.
           Spanish Broadcasting System of San Antonio, Inc.       Delaware               4832           65-0820776
           Spanish Broadcasting System of Puerto Rico, Inc.       Delaware               4832           52-2139546
           Spanish Broadcasting System of Puerto Rico, Inc.      Puerto Rico             4832           66-0564244
           SBS Funding, Inc.                                      Delaware               4832           52-6999475
           Spanish Broadcasting System Finance Corporation        Delaware               4832           Applied for
</TABLE>

<PAGE>   3

                        SPANISH BROADCASTING SYSTEM, INC.

                                      INDEX

<TABLE>
<CAPTION>
          <S>          <C>                                                                                           <C>
          PART I.      FINANCIAL INFORMATION

          ITEM 1.      FINANCIAL STATEMENTS - UNAUDITED

                       CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 26, 1999 AND
                       JUNE 25, 2000                                                                                   3

                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS
                       ENDED JUNE 27, 1999 AND JUNE 25, 2000                                                           4

                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
                       ENDED JUNE 27, 1999 AND JUNE 25, 2000                                                           5

                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                            6

          ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                       OPERATIONS                                                                                      8

          ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                     11


          PART II.     OTHER INFORMATION                                                                              11

          ITEM 1.      LEGAL PROCEEDINGS                                                                              11

          ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS                                                      11

          ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                                                               12
</TABLE>

                                       2
<PAGE>   4

               SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                             SEPTEMBER 26, 1999      JUNE 25, 2000
                                                                                             ------------------      -------------
                                         ASSETS

<S>                                                                                             <C>                 <C>
CURRENT ASSETS:

CASH AND CASH EQUIVALENTS                                                                       $ 16,974,650        $  73,075,592
RECEIVABLES:

            TRADE                                                                                 26,006,007           32,229,312
            LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS                                                   4,110,499            5,082,332
                                                                                                ------------        -------------
                    NET RECEIVABLES - TRADE                                                       21,895,508           27,146,980
            BARTER (NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS OF
                   $2,255,460 AT SEPT. 26, 1999 AND $3,253,894 AT JUNE 25, 2000)                       4,757               19,737
                                                                                                ------------        -------------
                              NET RECEIVABLES                                                     21,900,265           27,166,717
OTHER CURRENT ASSETS                                                                               2,194,387            4,068,045
                                                                                                ------------        -------------
                   TOTAL CURRENT ASSETS                                                           41,069,302          104,310,354

PROPERTY AND EQUIPMENT, NET                                                                       14,777,703           21,339,540
INTANGIBLE ASSETS, NET                                                                           301,454,059          426,758,340
DEFERRED FINANCING COSTS, NET                                                                      6,228,716            7,993,864
DEFERRED OFFERING COSTS                                                                            1,965,551                   --
OTHER ASSETS                                                                                         185,190              191,932
                                                                                                ------------        -------------
                   TOTAL ASSETS                                                                 $365,680,521        $ 560,594,030
                                                                                                ============        =============

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:

CURRENT PORTION OF LONG-TERM DEBT                                                               $  1,800,572        $   1,050,572
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                             11,831,145           13,477,862
ACCRUED INTEREST                                                                                   3,941,088            3,581,371
DEFERRED COMMITMENT FEE                                                                            2,348,931            2,334,197
DIVIDENDS PAYABLE                                                                                  1,323,018                   --
                                                                                                ------------        -------------
                   TOTAL CURRENT LIABILITIES                                                      21,244,754           20,444,002

12.5% SENIOR UNSECURED NOTES, NET OF UNAMORTIZED DISCOUNT                                         92,262,924              100,000
11% SENIOR UNSECURED NOTES                                                                        75,000,000                   --
9.625% SENIOR SUBORDINATED NOTES                                                                          --          235,000,000
OTHER LONG-TERM DEBT, LESS CURRENT PORTION                                                         3,422,341            4,552,920
DEFERRED INCOME TAXES                                                                             12,954,515           27,878,975
14.25% SENIOR EXCHANGABLE PREFERRED STOCK,
            $.01 PAR VALUE. AUTHORIZED 1,000,000 SHARES; ISSUED AND
            OUTSTANDING 245,815 SHARES AT SEPT. 26, 1999; NONE AT JUNE 25, 2000                  235,918,055                   --
STOCKHOLDERS' EQUITY (DEFICIENCY):
            CLASS A COMMON STOCK, $.0001 PAR VALUE.  AUTHORIZED
                   100,000,000 SHARES; NONE ISSUED AND OUTSTANDING AT SEPT. 26, 1999;
                   32,399,760 ISSUED AND OUTSTANDING AT JUNE 25, 2000                                     --                3,240
            CLASS B COMMON STOCK, $.0001 PAR VALUE.  AUTHORIZED
                   50,000,000 SHARES; 39,448,550 SHARES ISSUED AND OUTSTANDING
                   AT SEPT. 26, 1999; 27,816,900 SHARES AT JUNE 25, 2000                               3,945                2,782
            ADDITIONAL PAID IN CAPITAL                                                             6,869,241          392,973,853
            ACCUMULATED DEFICIT                                                                  (79,535,846)        (120,361,742)
                                                                                                ------------        -------------
                                                                                                 (72,662,660)         272,618,133

            LESS:  LOANS RECEIVABLE FROM STOCKHOLDERS                                             (2,459,408)                  --
                                                                                                ------------        -------------
                   TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                       (75,122,068)         272,618,133
                                                                                                ------------        -------------
                   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                      $365,680,521        $ 560,594,030
                                                                                                ============        =============
</TABLE>

                  SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>   5

                SPANISH BROADCASTING SYSTEM,INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                 -------------------------------    -------------------------------
                                                                 JUNE 27, 1999     JUNE 25, 2000    JUNE 27, 1999     JUNE 25, 2000
<S>                                                              <C>               <C>              <C>               <C>
GROSS BROADCASTING REVENUES                                      $  31,256,172     $  40,450,167    $  80,437,296     $ 102,382,066
   LESS: AGENCY COMMISSIONS                                          3,997,395         5,639,303       10,082,341        13,709,657
                                                                 -------------     -------------    -------------     -------------

     NET BROADCASTING REVENUES                                      27,258,777        34,810,864       70,354,955        88,672,409
                                                                 -------------     -------------    -------------     -------------

OPERATING EXPENSES

  ENGINEERING                                                          534,377           649,206        1,547,904         1,861,309
  PROGRAMMING                                                        2,623,607         4,158,356        7,435,754        10,362,769
  SELLING                                                            5,541,856         7,145,083       16,055,795        18,599,679
  GENERAL AND ADMINISTRATIVE                                         2,166,675         3,932,247        6,742,324         9,817,334
  CORPORATE EXPENSES                                                 3,324,146         2,646,058        7,658,456        18,100,572
  DEPRECIATION & AMORTIZATION                                        2,554,903         3,507,284        7,222,573         9,354,917
                                                                 -------------     -------------    -------------     -------------
                                                                    16,745,564        22,038,234       46,662,806        68,096,580
                                                                 -------------     -------------    -------------     -------------

OPERATING INCOME                                                    10,513,213        12,772,630       23,692,149        20,575,829


  OTHER EXPENSES:

    INTEREST EXPENSE, NET                                            5,291,746         4,875,179       15,735,550        12,369,852
    OTHER, NET                                                         421,490                --          485,018           356,215
                                                                 -------------     -------------    -------------     -------------

INCOME BEFORE INCOME TAXES
  AND EXTRAORDINARY ITEM                                             4,799,977         7,897,451        7,471,581         7,849,762
INCOME TAX EXPENSE                                                   2,055,888         3,458,369        3,177,482         3,438,196
                                                                 -------------     -------------    -------------     -------------
INCOME BEFORE EXTRAORDINARY ITEM                                     2,744,089         4,439,082        4,294,099         4,411,566

EXTRAORDINARY ITEM, NET OF INCOME TAXES                                     --                --               --       (16,865,069)
                                                                 -------------     -------------    -------------     -------------

NET INCOME (LOSS)                                                    2,744,089         4,439,082        4,294,099       (12,453,503)

DIVIDENDS ON PREFERRED STOCK                                        (9,111,451)               --      (25,951,573)      (28,372,393)
                                                                 -------------     -------------    -------------     -------------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS                 (6,367,362)        4,439,082      (21,657,474)      (40,825,896)
                                                                 -------------     -------------    -------------     -------------

NET INCOME (LOSS) PER COMMON SHARE BEFORE EXTRAORDINARY
ITEM:

  BASIC AND DILUTED                                                      (0.19)             0.07            (0.68)            (0.42)

NET LOSS PER COMMON SHARE FOR EXTRAORDINARY ITEM:

  BASIC AND DILUTED                                                         --                --               --             (0.29)

NET INCOME (LOSS) PER COMMON SHARE:

  BASIC AND DILUTED                                                      (0.19)             0.07            (0.68)            (0.71)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

  BASIC AND DILUTED                                                 34,323,121        60,216,660       31,629,918        57,478,008

</TABLE>

                  SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>   6

               SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                      NINE MONTHS ENDED
                                                                                               --------------------------------
                                                                                               JUNE 27, 1999      JUNE 25, 2000
                                                                                               -------------      -------------
<S>                                                                                            <C>                <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
          NET INCOME (LOSS)                                                                    $   4,294,099      $ (12,453,503)
                                                                                               -------------      -------------
          ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
                CASH PROVIDED BY OPERATING ACTIVITIES:
                LOSS ON RETIREMENT OF DEBT                                                                --         28,584,862
                DEPRECIATION AND AMORTIZATION                                                      7,222,573          9,354,917
                GAIN ON SALE OF RADIO STATIONS                                                            --            (54,963)
                PROVISION FOR DOUBTFUL ACCOUNTS                                                   (1,739,373)         2,483,253
                AMORTIZATION OF DEBT DISCOUNT                                                        445,362             61,295
                WRITE DOWN OF FIXED ASSETS                                                           451,048                 --
                AMORTIZATION OF DEFERRED FINANCING COSTS                                           1,211,012            726,078
                ACCRETION OF INTEREST TO PRINCIPAL ON OTHER LONG-TERM DEBT                           230,400            151,441
                DEFERRED INCOME TAXES                                                              2,927,482         (7,275,540)
                CHANGES IN OPERATING ASSETS AND LIABILITIES:
                        INCREASE IN RECEIVABLES                                                   (2,161,916)        (5,249,705)
                        INCREASE IN OTHER CURRENT ASSETS                                            (852,946)        (3,002,658)
                        DECREASE (INCREASE) IN OTHER ASSETS                                           23,635             (6,742)
                        INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES                  83,551           (744,853)
                        DECREASE IN ACCRUED INTEREST                                                (871,656)          (359,717)
                        INCREASE (DECREASE) IN DEFERRED COMMITMENT FEE                               391,854            (14,734)
                                                                                               -------------      -------------
                                 TOTAL ADJUSTMENTS                                                 7,361,026         24,652,934
                                                                                               -------------      -------------
                        NET CASH PROVIDED BY OPERATING ACTIVITIES                                 11,655,125         12,199,431
                                                                                               -------------      -------------

    CASH FLOWS FROM INVESTING ACTIVITIES:

    ACQUISITIONS OF RADIO STATIONS, NET OF CASH  ACQUIRED                                        (26,280,067)      (112,375,202)
    PROCEEDS FROM SALE OF STATIONS                                                                        --            690,304
    ADDITIONS TO PROPERTY AND EQUIPMENT                                                           (1,684,292)        (2,560,604)
                                                                                               -------------      -------------
                        NET CASH USED IN INVESTING ACTIVITIES                                    (27,964,359)      (114,245,502)
                                                                                               -------------      -------------

    CASH FLOWS FROM FINANCING ACTIVITIES:

    EXERCISE OF WARRANTS                                                                               2,819                 --
    INCREASE IN DEFERRED OFFERING COSTS                                                             (403,334)                --
    RETIREMENT OF 14.25% SENIOR EXCHANGEABLE PREFERRED STOCK                                              --       (265,613,466)
    RETIREMENT OF SENIOR NOTES                                                                            --       (190,295,268)
    DECREASE IN LOANS RECEIVABLE FROM STOCKHOLDERS                                                        --          2,459,408
    PROCEEDS FROM SENIOR SUBORDINATED NOTES                                                               --        226,994,961
    PROCEEDS FROM CLASS A COMMON STOCK                                                                    --        388,072,240
    REPAYMENT OF OTHER LONG-TERM DEBT                                                                (37,258)        (3,470,862)
                                                                                               -------------      -------------
                        NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                         (437,773)       158,147,013
                                                                                               -------------      -------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                         (16,747,007)        56,100,942

    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              37,642,227         16,974,650
                                                                                               -------------      -------------

    CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                 $  20,895,220      $  73,075,592
                                                                                               =============      =============

    SUPPLEMENTAL CASH FLOW INFORMATION:

          INTEREST PAID                                                                        $  15,861,624      $  17,209,497
                                                                                               =============      =============
          INCOME TAXES PAID                                                                    $   1,253,915      $   2,170,597
                                                                                               =============      =============

</TABLE>

SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>   7
               SPANISH BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         JUNE 27,1999 AND JUNE 25, 2000
                                   (UNAUDITED)

(1)      BASIS OF PRESENTATION

    The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. The accompanying unaudited
condensed consolidated financial statements as of September 26, 1999 and June
25, 2000, and for the three- and nine-month periods ended June 27, 1999 and June
25, 2000 do not contain all disclosures required by generally accepted
accounting principles. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements of the Company
as of and for the fiscal year ended September 26, 1999 included in the Company's
1999 Form 10-K.

    In the opinion of management of the Company, the accompanying unaudited
condensed consolidated financial statements contain all adjustments, which are
all of a normal, recurring nature, necessary for a fair presentation of the
results of the interim periods. The results of operations for the nine-month
period ended June 25, 2000 are not necessarily indicative of the results for a
full year.

(2)      NEW ACCOUNTING PRONOUNCEMENTS

   In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires an entity to recognize
all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value. SFAS No. 133, as amended by SFAS No.
137, is expected to be effective for the Company's fiscal year ending September
30, 2001. Management does not believe that the adoption of SFAS No. 133 will
have a significant impact on the Company's consolidated financial statements.

    In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition", which provides
guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met in order to recognize revenue and provides guidance for
disclosures related to revenue recognition policies. In June 2000, the SEC
issued SAB 101B, "Second Amendment: Revenue Recognition in Financial
Statements" which extends the effective date of SAB 101 to the fourth fiscal
quarter of fiscal years commencing after December 15, 1999. At this time,
management is still assessing the impact of SAB 101 on the Company's financial
position and results of operations.

(3)      ACQUISITIONS AND DISPOSITIONS

    On September 22, 1999, Spanish Broadcasting System of Puerto Rico, Inc., a
Delaware corporation, a wholly owned subsidiary of the Company, entered into a
stock purchase agreement to purchase all of the outstanding capital stock of the
following nine subsidiaries of AMFM Operating Inc., a Delaware corporation
(formerly known as Chancellor Media Corporation of Los Angeles) ("AMFM"):
Primedia Broadcast Group, Inc., WIO, Inc., Cadena Estereotempo, Inc., Portorican
American Broadcasting, Inc., WLDI, Inc., WRPC, Inc., WOYE, Inc., WZNT, Inc.,
WOQI, Inc. (the "Primedia Station Group"). The Primedia Station Group owns and
operates eight radio stations in Puerto Rico: WIOA-FM, WIOB-FM, WIOC-FM,
WCOM-FM, WZMT-FM, WZNT-FM, WOYE-FM, and WCTA-FM. On January 14, 2000, the
Company completed the purchase from AMFM of all of the outstanding capital stock
of the Primedia Station Group for total cash consideration of $91.3 million,
including a $10.0 million deposit that was made on September 22, 1999 and
closing costs of $0.7 million. This acquisition was financed from cash on hand.

     On February 2, 2000, the Company completed the sale of WVMQ-FM in Key West
and WZMQ-FM in Key Largo to South Broadcasting System, Inc., a company owned by
Mr. Pablo Raul Alarcon, Sr., for total cash consideration of $0.7 million.

     On May 8, 2000, we entered into agreements to acquire all of the
outstanding capital stock of Rodriguez Communications, Inc. ("RCI") and certain
holdings of its affiliate, New World Broadcasters Corp. ("New World"), for total
consideration of $165.2 million, consisting of $43.5 million of our Class A
common stock and $121.7 million in cash, subject to certain conditions and
adjustments.

    The purchase of RCI includes the rights to acquire the following radio
stations -- KFOX-FM and KREA-FM broadcasting, on a co-channeled basis, at 93.5
MHz serving the Los Angeles, California market; KXJO-FM broadcasting at 92.7 MHz
serving the San Francisco, California market; and KSAH-AM broadcasting at 720
kHz serving the San Antonio, Texas market. We will acquire Dallas radio stations
KTCY-FM broadcasting at 104.9 MHz and KXEB-AM broadcasting at 910 kHz from New
World. Once acquired by RCI we intend to broadcast our programming on each of
RCI's stations we have agreed to acquire under a time brokerage agreement until
closing. Until closing, we are broadcasting our programming on New World's
stations in the Dallas market under a time brokerage agreement that commenced on
May 8. The closing of these acquisitions is targeted for November of this year
and each of these transactions is subject to numerous conditions and approvals,
including receipt of regulatory approvals under the federal communications laws
and review by federal antitrust authorities. Additionally, the acquisition of
KXJO-FM is subject to the completion of Clear Channel, Inc.'s merger with AMFM,
Inc. We cannot assure you that the acquisition described above will occur during
the expected time frame, under the terms described, or at all.

                                       6
<PAGE>   8

The Company and the subsidiaries listed as additional registrants have
guaranteed the Senior Notes on a full, unconditional, and joint and several
basis. Condensed consolidating unaudited financial information for the Company
and its guarantor and non-guarantor subsidiaries is as follows:

<TABLE>
<CAPTION>
                                                                 PARENT AND
                                                                  GUARANTOR         NON-GUARANTOR
                                                                SUBSIDIARIES        SUBSIDIARIES       ELIMINATIONS           TOTAL
                                                                ------------        ------------       ------------           -----
                                                                                          AS OF JUNE 25, 2000
                                                                -------------------------------------------------------------------
<S>                                                                <C>                <C>            <C>                <C>
CONDENSED CONSOLIDATING BALANCE SHEET
      Cash and cash equivalents                                    71,646,396         1,429,196                --        73,075,592
      Receivables, net                                             25,081,737         2,084,980                --        27,166,717
      Other current assets                                          3,497,351           570,694                --         4,068,045
                                                                 ------------      ------------      ------------      ------------
            Current assets                                        100,225,484         4,084,870                --       104,310,354
      Property and equipment, net                                  13,974,986         7,364,554                --        21,339,540
      Intangible assets, net                                      313,915,009       112,843,331                --       426,758,340
      Deferred financing costs, net                                 7,993,864                --                --         7,993,864
      Investment in subsidiaries and intercompany                  91,817,102        (3,705,522)      (88,111,580)               --
      Other assets                                                    191,932                --                --           191,932
                                                                 ------------      ------------      ------------      ------------
            Total assets                                          528,118,377       120,587,233       (88,111,580)      560,594,030
                                                                 ============      ============      ============      ============
      Current portion of long-term debt                             1,050,572                --                --         1,050,572
      Accounts payable and accrued expenses                        11,222,728         2,255,134                --        13,477,862
      Accrued interest                                              3,581,371                --                --         3,581,371
      Deferred commitment fee                                       2,334,197                --                --         2,334,197
                                                                 ------------      ------------      ------------      ------------
            Current liabilities                                    18,188,868         2,255,134                --        20,444,002
      Long-term debt                                              235,952,920         3,700,000                --       239,652,920
      Deferred income taxes                                         5,678,975        22,200,000                --        27,878,975
                                                                 ------------      ------------      ------------      ------------
            Total liabilities                                     259,820,763        28,155,134                --       287,975,897

      Common stock                                                      6,022             1,000            (1,000)            6,022
      Additional paid-in capital                                  392,973,853        94,713,602       (94,713,602)      392,973,853
      Accumulated deficit                                        (118,079,239)       (2,282,503)               --      (120,361,742)
                                                                 ------------      ------------      ------------      ------------
            Stockholders' equity                                  274,900,636        92,432,099       (94,714,602)      272,618,133
                                                                 ------------      ------------      ------------      ------------
            Total liabilities and stockholders'
               equity                                             534,721,399       120,587,233       (94,714,602)      560,594,030
                                                                 ============      ============      ============      ============

                                                                  PARENT AND
                                                                   GUARANTOR        NON-GUARANTOR
                                                                 SUBSIDIARIES       SUBSIDIARIES     ELIMINATIONS          TOTAL
                                                                 ------------       -------------    ------------          -----
                                                                                 FOR THE THREE MONTHS ENDED JUNE 25, 2000
                                                                 ------------------------------------------------------------------
CONDENSED CONSOLIDATING INCOME STATEMENT
      Net broadcasting revenues                                    31,464,184         3,346,680                --        34,810,864
      Station operating expenses                                   13,095,770         2,789,122                --        15,884,892
      Corporate expenses                                            2,646,058                                  --         2,646,058
      Depreciation and amortization                                 2,497,824         1,009,460                --         3,507,284
                                                                 ------------      ------------      ------------      ------------
            Operating income                                       13,224,532          (451,902)               --        12,772,630
      Interest income (expense), net                               (4,889,937)           14,758                --        (4,875,179)
      Other income (expense), net                                                                              --                --
      Income tax expense (benefit)                                  3,649,799          (191,430)               --         3,458,369
      Extraordinary item, net of income taxes                              --                --                --                --
                                                                 ------------      ------------      ------------      ------------
            Net income (loss)                                       4,684,796          (245,714)               --         4,439,082
                                                                 ============      ============      ============      ============

                                                                  PARENT AND
                                                                   GUARANTOR        NON-GUARANTOR
                                                                 SUBSIDIARIES       SUBSIDIARIES     ELIMINATIONS          TOTAL
                                                                 ------------       -------------    ------------          -----
                                                                                 FOR THE NINE MONTHS ENDED JUNE 25, 2000
                                                                 ------------------------------------------------------------------
CONDENSED CONSOLIDATING INCOME STATEMENT
      Net broadcasting revenues                                    83,181,494         5,490,915                --        88,672,409
      Station operating expenses                                   35,534,427         5,106,664                --        40,641,091
      Corporate expenses                                           18,100,572                --                --        18,100,572
      Depreciation and amortization                                 7,395,659         1,959,258                --         9,354,917
                                                                 ------------      ------------      ------------      ------------
            Operating income (loss)                                22,150,836        (1,575,007)               --        20,575,829
      Interest income (expense), net                              (12,390,419)           20,567                --       (12,369,852)
      Other income (expense), net                                    (239,155)         (117,060)               --          (356,215)
      Income tax expense (benefit)                                  4,170,313          (732,117)               --         3,438,196
      Extraordinary item, net of income taxes                     (16,865,069)               --                --       (16,865,069)
                                                                 ------------      ------------      ------------      ------------
            Net loss                                              (11,514,120)         (939,383)               --       (12,453,503)
                                                                 ============      ============      ============      ============

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
      Cash flows from operating activities                         10,097,378         2,102,053                --        12,199,431
                                                                 ============      ============      ============      ============
      Cash flows from investing activities                       (112,558,049)       (1,687,453)               --      (114,245,502)
                                                                 ============      ============      ============      ============
      Cash flows from financing activities                        157,141,299         1,005,714                --       158,147,013
                                                                 ============      ============      ============      ============

</TABLE>

Parent-only financial information has not been provided since the parent has no
operations or assets separate from its investments in its subsidiaries.


                                       7
<PAGE>   9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 25, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 27,
1999

    NET REVENUES. Our net revenues were $34.8 million for the three months ended
June 25, 2000, compared to $27.3 million for the three months ended June 27,
1999, an increase of $7.5 million or 27.5%. Most of the increase was generated
by the inclusion of operating results of certain of our Puerto Rico stations,
which we purchased from AMFM in January, that had not yet been acquired during
the same period in fiscal year 1999. Additionally, our net revenues increased
due to higher advertising rates, as advertisers continued to be attracted to the
Spanish-language market as an important advertising choice.

    STATION OPERATING EXPENSES. Total station operating expenses were $15.9
million for the three months ended June 25, 2000, compared to $10.9 million for
the three months ended June 27, 1999, an increase of $5.0 million or 45.9%. The
increase was primarily attributable to the inclusion of operating results for
certain of our Puerto Rico stations, which we purchased from AMFM in January,
that had not yet been acquired during the same period in fiscal year 1999. In
addition, on a same station basis, we experienced higher music license fees and
commissions associated with increased sales.

    BROADCAST CASH FLOW. Broadcast cash flow was $18.9 million for the three
months ended June 25, 2000, compared to $16.4 million for the three months ended
June 27, 1999, an increase of $2.5 million or 15.2%. Our broadcast cash flow
margin decreased to 54.3% for the three months ended June 25, 2000 compared to
60.1% for the three months ended June 27, 1999. Excluding net internet operating
costs of $0.3 million for the three months ended June 25, 2000 and $0.2 million
for the three months ended June 27, 1999, broadcast cash flow would have
increased $2.6 million to $19.2 million, a 15.7% increase, and our broadcast
cash flow margin would have reached 55.2% for the three months ended June 25,
2000.

    CORPORATE EXPENSES. Total corporate expenses were $2.6 million for the three
months ended June 25, 2000, compared to $3.3 million for the three months ended
June 27, 1999, a decrease of $0.7 million or 21.2%. The decrease in corporate
expenses resulted mainly from reduced executive compensation.

    EBITDA. EBITDA was $16.3 million for the three months ended June 25, 2000,
compared to $13.1 million for the three months ended June 27, 1999, an increase
of $3.2 million or 24.4%. The increase in EBITDA was mostly attributable to
increased revenues and operating efficiencies.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense was
$3.5 million for the three months ended June 25, 2000, compared to $2.6 million
for the three months ended June 27, 1999, an increase of $0.9 million or 34.6%.
The increase was related to an increase in amortization costs and depreciation
resulting from the purchase of the Puerto Rico stations from AMFM.

    OPERATING INCOME. Operating income was $12.8 million for the three months
ended June 25, 2000, compared to $10.5 million for the three months ended June
27, 1999, an increase of $2.3 million or 21.9%. The increase was due primarily
to the increase in EBITDA, that was partially offset by the increase in
depreciation and amortization.

    INTEREST EXPENSE, NET. Interest expense was $4.9 million for the three
months ended June 25, 2000, compared to $5.3 million for the three months ended
June 27, 1999, a decrease of $0.4 million or 7.5%. This decrease was due
primarily to interest income earned on higher cash balances.

    OTHER EXPENSE, NET. We had no meaningful other expenses during the three
months ended June 25, 2000 compared to $0.4 million during the three months
ended June 27, 1999.

    NET INCOME. Our net income was $4.4 million for the three months ended
June 25, 2000, compared to $2.7 million for the three months ended June 27,
1999, an increase of $1.7 million or 63.0%. The net income was caused by
significantly increased operating income and reduced interest expense, net.

    AFTER-TAX CASH FLOW. After-tax cash flow was $7.9 million for the three
months ended June 25, 2000, compared to $5.3 million for the three months ended
June 27, 1999, an increase of $2.6 million or 49.1%. This increase was primarily
attributable to the increase in EBITDA and the decrease in interest expense,
net.

                                       8
<PAGE>   10

NINE MONTHS ENDED JUNE 25, 2000 COMPARED TO THE NINE MONTHS ENDED JUNE 27, 1999

    NET REVENUES. Our net revenues were $88.7 million for the nine months ended
June 25, 2000, compared to $70.4 million for the nine months ended June 27,
1999, an increase of $18.3 million or 26.0%. The increase was primarily
attributable to the inclusion of operating results of certain of our Puerto Rico
stations, which we purchased from AMFM in January, that had not yet been
acquired during the same period in fiscal year 1999.

    STATION OPERATING EXPENSES. Total station operating expenses were $40.6
million for the nine months ended June 25, 2000, compared to $31.8 million for
the nine months ended June 27, 1999, an increase of $8.8 million or 27.7%. The
increase was primarily attributable to the inclusion of operating results of
certain of our Puerto Rico stations, which we purchased from AMFM in January,
that had not yet been acquired during the same period in fiscal year 1999. In
addition, on a same station basis, we experienced higher music license fees and
commissions associated with increased sales.

    BROADCAST CASH FLOW. Broadcast cash flow was $48.0 million for the nine
months ended June 25, 2000, compared to $38.6 million for the nine months ended
June 27, 1999, an increase of $9.4 million or 24.4%. Our broadcast cash flow
margin decreased slightly to 54.1% for the nine months ended June 25, 2000
compared to 54.8% for the nine months ended June 27, 1999. Excluding net
internet operating costs of $1.0 million for the three months ended June 25,
2000 and $0.2 million for the three months ended June 27, 1999, broadcast cash
flow would have increased $10.2 million to $49.0 million, a 26.3% increase, and
our broadcast cash flow margin would have reached 55.2% for the nine months
ended June 25, 2000.

    CORPORATE EXPENSES. Total corporate expenses were $18.1 million for the nine
months ended June 25, 2000, compared to $7.7 million for the nine months ended
June 27, 1999, an increase of $10.4 million or 135.1%. The increase in corporate
expenses resulted mainly from a non-recurring severance payment of $10.2 million
related to the purchase of an annuity for two of our retired executives.

    EBITDA. EBITDA was $29.9 million for the nine months ended June 25, 2000,
compared to $30.9 million for the nine months ended June 27, 1999, a decrease of
$1.0 million or 3.2%. The decrease in EBITDA was mostly attributable to the
non-recurring severance payment of $10.2 million, that was mostly offset by
increased broadcast cash flow. Excluding the non-recurring severance payment,
EBITDA was $40.2 million for the nine months ended June 25, 2000, an increase of
$9.3 million or 30.1% compared to the nine months ended June 27, 1999, and our
EBITDA margin was 45.3%.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense was
$9.4 million for the nine months ended June 25, 2000, compared to $7.2 million
for the nine months ended June 27, 1999, an increase of $2.2 million or 30.6%.
The increase was related primarily to an increase in amortization costs
resulting from the purchase of the Puerto Rico stations from AMFM.

     OPERATING INCOME. Operating income was $20.6 million for the nine months
ended June 25, 2000, compared to $23.7 million for the nine months ended June
27, 1999, a decrease of $3.1 million or 13.1%. The decrease was due primarily to
a non-recurring severance payment of $10.2 million.

    INTEREST EXPENSE, NET. Interest expense was $12.4 million for the nine
months ended June 25, 2000, compared to $15.7 million for the nine months ended
June 27, 1999, a decrease of $3.3 million or 21.0%. This decrease was due
primarily to interest income earned on the unused proceeds from the initial
public offering, partially offset by interest on additional debt related to the
refinancing of the 12 1/2% and 11% notes.

    OTHER EXPENSE, NET. We had other expenses of $0.4 million for the nine
months ended June 25, 2000, compared to $0.5 million for the nine months ended
June 27, 1999, a decrease of $0.1 million or 20.0%. The other expenses during
the nine months ended June 25, 2000 resulted primarily from the write-off of
financing costs related to transactions which the Company chose not to complete.

    EXTRAORDINARY LOSS. The Company incurred an extraordinary loss of $16.9
million, net of an income tax benefit of $11.7 million, in the nine months ended
June 25, 2000 related to the early retirement of our 11% and 12 1/2% notes for
an amount in excess of our carrying value and the write-off of the related
unamortized debt issuance costs.


                                       9
<PAGE>   11

    NET INCOME (LOSS). Our net loss was $12.5 million for the nine months ended
June 25, 2000, compared to net income of $4.3 million for the nine months ended
June 27, 1999. The loss was caused primarily by the extraordinary loss and the
non-recurring severance payment.

    AFTER-TAX CASH FLOW. After-tax cash flow was $13.7 million for the nine
months ended June 25, 2000, compared to $11.5 million for the nine months ended
June 27, 1999, an increase of $2.2 million or 19.1%. This increase was primarily
attributable to the increase in EBITDA and the decrease in interest expense, net
that exceeded the non-recurring severance payment, net of tax benefit. Excluding
the net non-recurring severance payment, after-tax cash flow was $19.5 million
for the nine months ended June 25, 2000, an increase of $8.0 million or 69.6%
compared to the nine months ended June 27, 1999.

LIQUIDITY AND CAPITAL RESOURCES

    Our primary source of liquidity is cash on hand, cash provided by operations
and, to the extent necessary, undrawn commitments that are available under the
$150.0 million senior credit facility arranged by Lehman Brothers Inc. in July
2000. The senior credit facility includes a six-year $25.0 million revolving
credit facility and $125.0 million multi-draw term loan facility. We intend to
use a significant portion of our capital resources to make future acquisitions.
These acquisitions will be funded primarily from the senior credit facility,
cash on hand and internally generated cash flow, as well as potential equity
financing.

    Our ability to increase our indebtedness is limited by the terms of the
credit agreement governing our senior credit facilities and the indenture
governing our senior subordinated notes. Additionally, such credit agreement and
indenture place restrictions on us with respect to the sale of assets, liens,
investments, dividends, debt repayments, capital expenditures, transactions with
affiliates and consolidations and mergers, among other things.

    Net cash flows provided by operating activities were $12.2 million for the
nine months ended June 25, 2000, compared to net cash flows provided by
operating activities of $11.7 million for the nine months ended June 27, 1999.
Changes in our net cash flow from operating activities are primarily a result of
changes in advertising revenues and station operating expenses which are
affected by the acquisition and disposition of stations during those periods.

    Net cash flows used in investing activities were $114.2 million for the nine
months ended June 25, 2000, compared to net cash flows used in investing
activities of $28.0 million for the nine months ended June 27, 1999. Changes in
our net cash flow from investing activities are primarily a result of the
acquisition and disposition of stations during those periods.

    Net cash flows provided by financing activities were $158.1 million for the
nine months ended June 25, 2000, compared to $0.4 million net cash flows used in
financing activities for the nine months ended June 27, 1999. Changes in our net
cash flow from financing activities during the nine months ended June 25, 2000
were primarily a result of the initial public offering and related refinancing
transactions that were completed during the first quarter of fiscal year 2000.

    Management believes that cash from operating activities, together with cash
on hand, should be sufficient to permit us to meet our obligations in the
foreseeable future, including: (1) required significant cash interest payments
pursuant to the terms of the senior subordinated notes due 2009, (2) operating
obligations and (3) capital expenditures. Assumptions (none of which can be
assured) that underlie management's belief, include:

    o   the economic conditions within the radio broadcasting market and
        economic conditions in general will not deteriorate in any material
        respect;

    o   we will continue to successfully implement our business strategy;

    o   we will not incur any material unforeseen liabilities, including
        environmental liabilities; and

    o   no future acquisitions will adversely affect our liquidity.

    We continuously review, and are currently reviewing, opportunities to
acquire additional radio stations, primarily in the largest Hispanic markets in
the United States. We engage in discussions regarding potential acquisitions
from time to time in the ordinary course of business. On May 8, 2000, we entered
into agreements to acquire all of the outstanding capital stock of RCI and
certain holdings of its affiliate, New World, for total consideration of $165.2
million, consisting of $43.5 million of our Class A common stock and $121.7
million in cash, subject to certain conditions and adjustments.

                                       10
<PAGE>   12
    The purchase of RCI includes the rights to acquire the following radio
stations -- KFOX-FM and KREA-FM broadcasting, on a co-channeled basis, at 93.5
MHz serving the Los Angeles, California market; KXJO-FM broadcasting at 92.7 MHz
serving the San Francisco, California market; and KSAH-AM broadcasting at 720
kHz serving the San Antonio, Texas market. We will acquire Dallas radio stations
KTCY-FM broadcasting at 104.9 MHz and KXEB-AM broadcasting at 910 kHz from New
World. Once acquired by RCI we intend to broadcast our programming on each of
RCI's stations we have agreed to acquire under a time brokerage agreement until
closing. Until closing, we are broadcasting our programming on New World's
stations in the Dallas market under a time brokerage agreement that commenced on
May 8. The closing of these acquisitions is targeted for November of this year
and each of these transactions is subject to numerous conditions and approvals,
including receipt of regulatory approvals under the federal communications laws
and review by federal antitrust authorities. Additionally, the acquisition of
KXJO-FM is subject to the completion of Clear Channel, Inc.'s merger with AMFM,
Inc. We cannot assure you that the acquisition described above will occur during
the expected time frame, under the terms described, or at all.

    We have no other written understandings, letters of intent or contracts to
acquire radio stations or other companies. We anticipate that any future
acquisitions would be financed through funds generated from permitted debt
financing, equity financing, operations or a combination of these sources.
However, there can be no assurance that financing from any of these sources, if
available, can be obtained on favorable terms.

YEAR 2000 ISSUE

    To date, no material interruptions to our operations have occurred as a
result of the year 2000 issue. The greatest threat to our ability to continue
broadcasting due to year 2000 issues comes from the utilities upon which we are
dependent. To date, we are not aware of any external utility vendor with a year
2000 issue that has materially impacted our results of operations, liquidity, or
capital resources. While we believe our efforts provide reasonable assurance
that material disruptions will not occur due to internal or vendor failure, the
possiblity of interrupion still exists.

    In 1999 we performed various analysis of potential problems related to the
year 2000 issue. Internally, we bear some risks in the following areas: computer
hardware and software for our accounting and administrative functions,
computer-controlled programming of music and the transmission of our signals.
Externally, we are at risk, like most companies, of losing power and phone
lines. As of June 25, 2000 we had spent $0.1 million to upgrade/replace
non-compliant systems and equipment.

NEW ACCOUNTING PRONOUNCEMENTS

   In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires an entity to recognize
all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value. SFAS No. 133, as amended by SFAS No.
137, is expected to be effective for the Company's fiscal year ending September
30, 2001. Management does not believe that the adoption of SFAS No. 133 will
have a significant impact on the Company's consolidated financial statements.

    In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition", which provides
guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met in order to recognize revenue and provides guidance for
disclosures related to revenue recognition policies. In June 2000, the SEC
issued SAB 101B, "Second Amendment: Revenue Recognition in Financial
Statements" which extends the effective date of SAB 101 to the fourth fiscal
quarter of fiscal years commencing after December 15, 1999. At this time,
management is still assessing the impact of SAB 101 on the Company's financial
position and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We believe that inflation has not had a material impact on our results of
operations for each of our fiscal years in the three-year period ended September
26, 1999 and in the three- and nine-month periods ended June 25, 2000. However,
there can be no assurance that future inflation would not have an adverse impact
on our operating results and financial condition.

    We are not subject to currency fluctuations since we do not have any
international operations other than Puerto Rico where the currency is the U.S.
dollar. We have limited market risk exposure since we do not have any
outstanding variable rate debt or derivative financial and commodity instruments
as of August 9, 2000. Our financial instruments outstanding at June 25, 2000
with market risk are our senior subordinated notes due 2009.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    From time to time we are involved in litigation incidental to the conduct of
our business, such as contract matters and employee-related matters. We are not
currently a party to litigation which, in the opinion of management, is likely
to have a material adverse effect on our business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    On August 18, 1999, we filed a registration statement of Form S-1 with the
SEC (Registration No. 333-85499) with respect to our initial public offering of
21,787,400 shares of Class A Common Stock, par value $.0001. The SEC declared
our registration statement effective on October 27, 1999. The initial public
offering closed on November 2, 1999 and we and certain selling shareholders
issued and sold 20,768,110 (including over-allotment options of 3,268,110)
shares and 4,287,400 shares of Class A Common Stock,

                                       11
<PAGE>   13

respectively. All of the 21,787,400 shares of Class A Common Stock registered in
the offering were sold at an initial offering price of $20.00 per share,
resulting in an aggregate-offering price of $435,748,000. Lehman Brothers, Inc.
and Merrill, Lynch, Pierce, Fenner & Smith Incorporated acted as representatives
for the underwriters, to whom SBS paid an aggregate of $26.0 million and the
selling shareholders paid an aggregate of about $5.4 million in underwriting
discounts and commissions ($1.25 per share), resulting in net proceeds to SBS of
$389.4 million and $80.4 million to the selling shareholders.

    On August 18, 1999, we also filed a registration statement on Form S-1 with
the Commission (Registration No. 333-85519) with respect to an offering of
Senior Subordinated Notes. On November 2, 1999, we closed the offering of the 9
5/8% Senior Subordinated Notes due 2009. All of the notes registered in the
offering were sold at an aggregate-offering price of $235.0 million. Lehman
Brothers Inc. and CIBC World Markets Corp. served as underwriters, to whom SBS
paid an aggregate underwriting discount of $7.0 million (3.00%), resulting in
net proceeds to SBS of $228.0 million. Other expenses of these two offerings
were $4.1 million including SEC registration fees, printing, accounting, legal
fees and expenses and miscellaneous expenses. The net proceeds to us after
deducting the total expense described above was $613.3 million.

    We used the net proceeds of our initial public offering and the concurrent
senior subordinated notes offering to (1) redeem our preferred stock at 105% of
aggregate liquidation preference at a cost of $265.6 million (2) repurchase our
11% notes and 12 1/2% notes at approximately 111% and 114% of their par value,
respectively, pursuant to the tender offers and consent solicitations we
completed on November 2, 1999 at a cost of $205.0 million (3) purchase an
annuity for two of our retiring executives at a cost of $10.2 million (4) repay
a promissory note to Infinity Broadcasting Corp., including accrued interest,
for a total of $3.4 million, and (5) $129.1 million in excess proceeds remained
for use by us for general corporate purposes, including potential acquisitions.
In connection with these offerings, we also were paid $3.0 million by Messrs.
Alarcon Sr. and Alarcon Jr. for repayment of loans previously made to them and
$0.7 million by Mr. Alarcon Sr. for the acquisition of the Keys' stations,
WVMQ-FM and WZMQ-FM. None of the expenses or net proceeds of the initial public
offering were paid directly or indirectly to any director or officer of SBS or
their associates, persons owning 10% or more of the equity position, or an
affiliate of SBS. The excess proceeds of such offerings have not been separately
allocated and are used by us, together with cash on hand, cash from operations
and cash received from the sale of the Keys' stations, for general corporate
purposes, including acquisitions. From November 2, 1999 through June 25, 2000,
we have used all the excess net proceeds of our initial public offering and the
concurrent senior subordinated notes offering to fund our operations and radio
station acquisitions, including the Puerto Rico radio stations purchased from
AMFM and a portion of the cash required to purchase the radio stations from New
World and RCI.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)           Exhibits -

              10.1    Stock Purchase Agreement, dated as of May 8, 2000, by and
                      among Rodriguez Communications, Inc., a Delaware
                      corporation, each of the Stockholders identified therein
                      and Spanish Broadcasting System, Inc., a Delaware
                      corporation.

              10.2    Asset Purchase Agreement, dated as of May 8, 2000, by and
                      between New World Broadcasters Corp., a Texas corporation,
                      and Spanish Broadcasting System, Inc., a Delaware
                      corporation.

              10.3    Stock Purchase Agreement, dated as of May 8, 2000, by and
                      between New World Broadcasters Corp., a Texas corporation,
                      910 Broadcasting Corp., a Texas corporation, and Spanish
                      Broadcasting System, Inc., a Delaware corporation.

              10.4    Time Brokerage Agreement, dated May 8, 2000, by and
                      between, Rodriguez Communications, Inc., a Delaware
                      corporation, Spanish Broadcasting System of California,
                      Inc., a Delaware corporation, and Spanish Broadcasting
                      System, Inc., a Delaware corporation.

              10.5    Time Brokerage Agreement, dated May 8, 2000, by and among,
                      New World Broadcasters Corp., a Texas corporation, 910
                      Broadcasting Corp., a Texas corporation, and Spanish
                      Broadcasting System of San Antonio, Inc., a Delaware
                      corporation and Spanish Broadcasting System, Inc., a
                      Delaware corporation.

              10.6    Credit Agreement, dated as of May 8, 2000, by and among,
                      New World Broadcasters Corp., a Texas corporation,
                      Rodriguez Communications, Inc., a Delaware corporation,
                      RCI (Alameda) Acquisition, Inc., a

                                       12
<PAGE>   14

                      Delaware corporation, the Guarantors named therein and
                      Spanish Broadcasting System, Inc., a Delaware corporation.

              27      Financial Data Schedule

(b)           Reports on Form 8-K. A Current Report on Form 8-K was filed by the
              Company on January 28, 2000, reporting an "Acquisition or
              Disposition of Assets" pursuant to Item 2 of Form 8-K and Form
              8-K/A-1, Amendment No. 1 to the Current Report on Form 8-K, was
              filed on March 29, 2000.

                                       13
<PAGE>   15

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              Spanish  Broadcasting  System,  Inc.,  a Delaware
                              Corporation

                              Spanish  Broadcasting  System, Inc., a New Jersey
                              Corporation

                              Spanish Broadcasting System of California, Inc.

                              Spanish Broadcasting System of Florida, Inc.

                              Spanish Broadcasting System Network, Inc.

                              SBS Promotions, Inc.

                              Alarcon Holdings, Inc.

                              SBS of Greater New York, Inc.

                              Spanish Broadcasting System of Illinois, Inc.

                              Spanish Broadcasting System of Greater Miami,
                              Inc.

                              Spanish Broadcasting System of San Antonio, Inc.

                              Spanish Broadcasting System of Puerto Rico,
                              Inc., a Delaware Corporation

                              Spanish Broadcasting System of Puerto Rico,
                              Inc., a Puerto Rico Corporation

                              SBS Funding, Inc.

                              Spanish Broadcasting System Finance Corporation

                              By: /s/ JOSEPH A. GARCIA
                                  --------------------------------------
                                  Joseph A. Garcia Executive Vice President,
Date: August 9, 2000              Chief Financial Officer and Secretary
                                  (principal financial and accounting officer)


                                       14