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Entravision Communications Corp – ‘DEF 14A’ for 5/10/01

On: Monday, 4/9/01, at 2:03pm ET · For: 5/10/01 · Accession #: 944209-1-500101 · File #: 1-15997

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/09/01  Entravision Communications Corp   DEF 14A     5/10/01    1:127K                                   RR Donelley Financial/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Notice & Proxy Statement                              38    191K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Amador S. Bustos Certain Relationships and Related Transactions Election of Class A/B Directors Employment and Other Agreements; Change in Control Arrangements Entravision Communications Corporation Glenn Emanuel Jeanette Tully Philip C. Wilkinson Proposal 1A Report of Audit Committee Report of Compensation Committee Summary of Cash and Certain Other Compensation Voting Agreement Voting Rights and Solicitation Walter F. Ulloa
1	1st Page - Filing Submission
"	Entravision Communications Corporation
2	Walter F. Ulloa
3	Voting Rights and Solicitation
5	Proposal 1A
"	Election of Class A/B Directors
6	Philip C. Wilkinson
"	Amador S. Bustos
11	Jeanette Tully
"	Glenn Emanuel
14	Summary of Cash and Certain Other Compensation
15	Employment and Other Agreements; Change in Control Arrangements
18	Certain Relationships and Related Transactions
19	Voting Agreement
21	Report of Compensation Committee
24	Report of Audit Committee

DEF 14A 1st Page of 38 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Section 240.14a-12

Entravision Communications Corporation
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated at state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously by written preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

DEF 14A 2nd Page of 38 TOC 1st Previous Next ↓Bottom Just 2nd
[Logo of Entravision]

----------------

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 10, 2001

To our Stockholders:

You are cordially invited to attend the 2001 Annual Meeting of Stockholders
(the "2001 Annual Meeting") of Entravision Communications Corporation (the
"Company"), which will be held at Le Merigot, 1740 Ocean Avenue, Santa Monica,
California 90404 at 10 a.m. on Thursday, May 10, 2001 for the purposes of
considering and voting upon:

1. A. A proposal for the Class A and Class B common stockholders to elect
seven directors to the Board of Directors of the Company (the "Board").

B. A proposal for the Class C common stockholders to elect two directors
to the Board.

2. A proposal to approve the Company's 2001 Employee Stock Purchase Plan.

3. A proposal to ratify the appointment of McGladrey & Pullen, LLP as
independent auditors of the Company for the fiscal year ending December
31, 2001.

These matters are described more fully in the Proxy Statement accompanying
this notice.

The stockholders of the Company will also act upon such other business as
may properly come before the meeting or any adjournment or postponement
thereof. The Board is not aware of any other business to be presented to a
vote of the stockholders at the 2001 Annual Meeting.

The Board fixed the close of business on March 30, 2001 as the record date
for determining those stockholders who will be entitled to notice of and to
vote at the 2001 Annual Meeting. The stock transfer books will remain open
between the record date and the date of the 2001 Annual Meeting.

Representation of at least a majority in voting interest of Class A common
stock and Class B common stock of the Company either in person or by proxy is
required to constitute a quorum for purposes of voting on Proposal 1A.
Representation of at least a majority in voting interest of Class C common
stock of the Company either in person or by proxy is required to constitute a
quorum for purposes of voting on Proposal 1B. Representation of at least a
majority in voting interest of Class A common stock, Class B common stock and
Class C common stock of the Company either in person or by proxy is required
to constitute a quorum for the purposes of voting on Proposals 2 and 3.
Accordingly, it is important that your shares be represented at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. Your proxy may
be revoked at any time prior to the time it is voted at the 2001 Annual
Meeting.

Please read the accompanying proxy material carefully. Your vote is
important and the Company appreciates your cooperation in considering and
acting on the matters presented.

By Order of the Board of Directors,

/s/ Walter F. Ulloa

Walter F. Ulloa
Chairman and Chief Executive Officer

April 10, 2001
Santa Monica, California

DEF 14A 3rd Page of 38 TOC 1st Previous Next ↓Bottom Just 3rd
Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies

----------------

PROXY STATEMENT
FOR
2001 ANNUAL MEETING OF STOCKHOLDERS
OF
ENTRAVISION COMMUNICATIONS CORPORATION

To Be Held on May 10, 2001

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Entravision Communications Corporation
("Entravision" or the "Company") of proxies to be voted at the 2001 Annual
Meeting of Stockholders (the "2001 Annual Meeting"), which will be held at 10
a.m. on May 10, 2001 at Le Merigot, 1740 Ocean Avenue, Santa Monica,
California 90404, or at any adjournments or postponements thereof, for the
purposes set forth in the accompanying Notice of 2001 Annual Meeting of
Stockholders (the "Notice"). This Proxy Statement and the proxy card are first
being delivered or mailed to stockholders on or about April 10, 2001. The
Company's 2000 Annual Report and the Company's Annual Report on Form 10-K are
being mailed to stockholders concurrently with this Proxy Statement. The
Company's 2000 Annual Report is not to be regarded as proxy soliciting
material or as a communication by means of which any solicitation of proxies
is to be made.

VOTING RIGHTS AND SOLICITATION

The close of business on March 30, 2001 was the record date for stockholders
entitled to notice of and to vote at the 2001 Annual Meeting. As of that date,
Entravision had 65,782,618 shares of Class A common stock, par value $0.0001
per share, 27,678,533 shares of Class B common stock, par value $0.0001 per
share, and 21,983,392 shares of Class C common stock, par value $0.0001 per
share, issued and outstanding. All of the shares of the Company's common stock
outstanding on the record date are entitled to vote at the 2001 Annual
Meeting. Holders of Class A common stock and Class C common stock of record
entitled to vote at the 2001 Annual Meeting will have one vote for each share
of Class A common stock and Class C common stock so held with regard to each
matter to be voted upon by such stockholders. Holders of Class B common stock
of record entitled to vote at the 2001 Annual Meeting will have ten votes for
each share of Class B common stock so held with regard to each matter to be
voted upon by such stockholders.

All votes will be tabulated by the inspector of election appointed for the
2001 Annual Meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes.

The holders of a majority in voting interest of Class A common stock, Class
B common stock and Class C common stock outstanding and entitled to vote at
the 2001 Annual Meeting shall constitute a quorum for the transaction of
business at the 2001 Annual Meeting. The holders of a majority in voting
interest of Class A common stock and Class B common stock outstanding and
entitled to vote at the 2001 Annual Meeting shall constitute a quorum for
purposes of voting on Proposal 1A. The holders of a majority in voting
interest of Class C common stock outstanding and entitled to vote at the 2001
Annual Meeting shall constitute a quorum for purposes of voting on Proposal
1B.

The voting interest of shares of Class A common stock, Class B common stock
and Class C common stock represented in person or by proxy will be counted for
purposes of determining whether a quorum is present at the 2001 Annual
Meeting. Shares which abstain from voting as to a particular matter will be
treated as shares that are present and entitled to vote for purposes of
determining the voting interest present and entitled to vote with respect to
any particular matter, but will not be counted as votes cast on such matter.
If a broker or nominee holding stock in "street name" indicates on a proxy
that it does not have discretionary authority to vote as to a particular
matter, those shares will not be considered as present and entitled to vote
with respect to such matter and will not be counted as a vote cast on such
matter.

DEF 14A 4th Page of 38 TOC 1st Previous Next ↓Bottom Just 4th
In voting with regard to the proposals to elect directors (Proposals 1A and
1B), stockholders may vote in favor of all the nominees, withhold their votes
as to all nominees or withhold their votes as to a specific nominee. The vote
required by Proposals 1A and 1B is governed by Delaware law and is a plurality
of the votes cast by the holders of shares entitled to vote, provided a quorum
is present. As a result, in accordance with Delaware law, votes that are
withheld and broker non-votes will not be counted and will have no effect on
the voting for election of directors. Pursuant to a Voting Agreement dated
effective as of August 3, 2000 among Walter F. Ulloa, Philip C. Wilkinson,
Paul A. Zevnik and Entravision (the "Voting Agreement"), Messrs. Ulloa,
Wilkinson and Zevnik have agreed to vote all shares of Class A common stock
and/or Class B common stock held by them in favor of the election of Messrs.
Ulloa, Wilkinson and Zevnik and Darryl B. Thompson as Class A/B Directors.
Messrs. Ulloa, Wilkinson and Zevnik have in the aggregate the right to cast
80.80% of the votes entitled to be cast in the election of each of Messrs.
Ulloa, Wilkinson, Zevnik and Thompson as Class A/B Directors.

In voting with regard to the approval of the Company's 2001 Employee Stock
Purchase Plan (Proposal 2) and the proposal to ratify the appointment of
independent auditors (Proposal 3), stockholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposals 2 and 3 are governed by Delaware law, and the minimum
vote required is a majority of the total votes cast on the proposal, provided
a quorum is present. As a result, in accordance with Delaware law, abstentions
and broker non-votes will not be counted and will have no effect. Pursuant to
the Voting Agreement, Mr. Zevnik has agreed to cast his votes in the same
manner as both Messrs. Ulloa and Wilkinson on matters, other than the election
of directors, solely in instances when both Messrs. Ulloa and Wilkinson vote
either affirmatively or negatively. In any instance in which Messrs. Ulloa and
Wilkinson vote their shares in different manners, Mr. Zevnik will be free to
vote his shares as he chooses. Messrs. Ulloa, Wilkinson and Zevnik have in the
aggregate the right to cast 75.93% of the votes entitled to be cast on each of
Proposals 2 and 3.

Under the rules of the New York Stock Exchange (the "Exchange") that govern
most domestic stock brokerage firms, member brokerage firms that hold shares
in "street name" for beneficial owners may, to the extent that such beneficial
owners do not furnish voting instructions with respect to any or all proposals
submitted for stockholder action, vote in their discretion upon proposals
which are considered "discretionary" proposals under the rules of the
Exchange. Member brokerage firms that have received no instructions from their
clients as to "non-discretionary" proposals do not have discretion to vote on
these proposals. Such broker non-votes will not be considered in determining
whether a quorum exists at the 2001 Annual Meeting and will not be considered
as votes cast in determining the outcome of any proposal.

Shares of the Company's common stock represented by proxies in the
accompanying form which are properly executed and returned to the Company will
be voted at the 2001 Annual Meeting in accordance with the stockholders'
instructions contained therein. In the absence of contrary instructions,
shares represented by such proxies will be voted FOR Proposals 1A or 1B, as
applicable, and Proposals 2 and 3. Management does not know of any matters to
be presented at the 2001 Annual Meeting other than those set forth in this
Proxy Statement and in the Notice accompanying this Proxy Statement. If other
matters should properly come before the meeting, the proxy holders will vote
on such matters in accordance with their best judgment.

Any stockholder has the right to revoke his or her proxy at any time before
it is voted at the 2001 Annual Meeting by giving written notice to the
Secretary of the Company, and by executing and delivering to the Secretary a
duly executed proxy card bearing a later date, or by appearing at the 2001
Annual Meeting and voting in person; provided, however, that under the rules
of the Exchange, any beneficial owner whose shares are held in "street name"
by a member brokerage firm may revoke his or her proxy and vote his or her
shares in person at the 2001 Annual Meeting only in accordance with the
applicable rules and procedures of the Exchange.

The entire cost of soliciting proxies will be borne by the Company. Proxies
will be solicited principally through the use of the mails, but, if deemed
desirable, may be solicited personally or by telephone, telegraph or special
letter by officers and regular Company employees for no additional
compensation. In addition, the

DEF 14A 5th Page of 38 TOC 1st Previous Next ↓Bottom Just 5th
Company has retained Mellon Investor Services, LLC, its transfer agent, to
assist in the solicitation of proxies. The Company will bear all reasonable
solicitation fees and expenses of Mellon Investor Services, LLC. Arrangements
may be made with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to the beneficial owners of the
Company's common stock, and such persons may be reimbursed for their expenses.

PROPOSAL 1

ELECTION OF DIRECTORS

Composition of Board of Directors

The Company's First Amended and Restated Bylaws provide that the Board shall
consist of not less than seven and not more than eleven directors. The Board
currently consists of nine members, seven of whom are elected by the holders
of the Class A common stock and the Class B common stock and two of whom are
elected by the holders of the Class C common stock.

The Company's directors are elected by the stockholders at each annual
meeting of stockholders and will serve until their successors are elected and
qualified, or until their earlier resignation or removal. There are no family
relationships among any of the current directors, the nominees for directors
and executive officers of the Company.

The proxy holders named on the proxy card intend to vote all proxies
received by them in the accompanying form FOR the election of the Class A/ B
nominees and the Class C nominees listed below, unless instructions to the
contrary are marked on the proxy. These nominees have been selected by the
Board. All of the nominees are currently members of the Board. If elected,
each nominee will serve until the annual meeting of stockholders to be held in
2002 or until his successor has been duly elected and qualified.

In the event that a nominee is unable or declines to serve as a Class A/B
director at the time of the 2001 Annual Meeting, the proxies will be voted for
any nominee who shall be designated by the present Board to fill the vacancy.
In the event that a nominee is unable or declines to serve as a Class C
director at the time of the 2001 Annual Meeting, the proxies will be voted for
a nominee who shall be designated by the remaining Class C director to fill
the vacancy. In the event that additional persons are nominated for election
as directors, the proxy holders intend to vote all proxies received by them
for the nominees listed below, unless instructions are given to the contrary.
As of the date of this Proxy Statement, the Board is not aware of any nominee
who is unable or will decline to serve as a director.

PROPOSAL 1A

ELECTION OF CLASS A/B DIRECTORS

The following is certain information as of March 30, 2001 regarding the
nominees for election as Class A/B directors.

Nominees for Election as Class A/B Directors

[Download Table]

Name Principal Occupation Age
---- -------------------- ---

Walter F. Ulloa Chairman and Chief Executive Officer of the 52
Company
Philip C. Wilkinson President and Chief Operating Officer of the 44
Company
Paul A. Zevnik Partner in the Washington, D.C. office of the law 50
firm of Zevnik Horton Guibord McGovern Palmer &
Fognani, L.L.P.
Darryl B. Thompson Partner, TSG Capital Group, L.L.C. 39
Amador S. Bustos President, Bustos Asset Management, L.L.C. 50
Michael S. Rosen Private Investor 40
Esteban E. Torres Former Congressman 71

DEF 14A 6th Page of 38 TOC 1st Previous Next ↓Bottom Just 6th
Biographical Information Regarding Class A/B Directors

Walter F. Ulloa. Mr. Ulloa, the Chairman and Chief Executive Officer of
Entravision since its inception in 1996, has over 25 years of experience in
Spanish-language television and radio in the United States. From 1989 to 1996,
Mr. Ulloa was involved in the development, management or ownership of the
predecessor entities to Entravision. From 1976 to 1989, he worked at KMEX-TV,
Los Angeles, California, as operations manager, production manager, news
director, local sales manager and an account executive. Mr. Ulloa has been a
director since February 2000.

Philip C. Wilkinson. Mr. Wilkinson, the President and Chief Operating
Officer of Entravision since its inception in 1996, has over 20 years of
experience in Spanish-language television and radio in the United States. From
1990 to 1996, Mr. Wilkinson was involved in the development, management or
ownership of the predecessor entities to Entravision. From 1982 to 1990, he
worked at the Univision television network and served in the positions of
account executive, Los Angeles national sales manager and West Coast sales
manager. Mr. Wilkinson has been a director since February 2000.

Paul A. Zevnik. Mr. Zevnik has been the Secretary of Entravision since its
inception in 1996. From 1989 to 1996, Mr. Zevnik was involved in the
development, management or ownership of the predecessor entities to
Entravision. Mr. Zevnik is a partner in the Washington, D.C. office of the law
firm of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. Mr. Zevnik has
been a director since August 2000.

Darryl B. Thompson. Mr. Thompson has been a partner of TSG Capital Group,
L.L.C. since 1993. Mr. Thompson serves on the Board as a representative of TSG
Capital Fund III, L.P. Mr. Thompson also serves on the boards of directors of
several public and private companies, including Urban Brands, Inc., Telscape
International, Inc. and Millennium Digital Media Holdings, L.L.C. Mr. Thompson
has been a director since August 2000.

Amador S. Bustos. Mr. Bustos served as the President of Entravision's radio
division from August 2000, when Entravision acquired Z-Spanish Media
Corporation ("Z-Spanish Media"), until December 31, 2000. From November 1992
until August 2000, Mr. Bustos served as Chairman, Chief Executive Officer and
President of Z-Spanish Media or one of its predecessors. From December 1979
until September 1992, Mr. Bustos held various positions, including general
sales manager, senior account executive and community affairs coordinator, at
several radio stations and a television station in the San Francisco bay area.
Mr. Bustos has been a director since August 2000.

Michael S. Rosen. Mr. Rosen is currently a private investor and active
member on the boards of directors of several private companies. He is also a
board member of the United Jewish Federation of San Diego. From January 1996,
when The Rochester Funds were acquired by Oppenheimer Funds, Inc., to March
2000, Mr. Rosen served as President of The Rochester Division of Oppenheimer
Funds, Inc. Prior thereto, Mr. Rosen was President of Rochester Fund
Distributors, Inc., a broker/dealer and principal underwriter of The Rochester
Funds and Managing Director and Portfolio Manager of Rochester Capital
Advisors, LP. Mr. Rosen is a chartered financial analyst. Mr. Rosen has been a
director since November 2000.

Esteban E. Torres. Mr. Torres is currently a member of the U.S. Committee
for UNICEF, the Chairperson of the National Latino Media Council and serves on
the boards of directors of the National Council of La Raza, the Pan-American
Development Foundation, Southwest Voter Research Institute and the National
Association of Latino Elected and Appointed Officials. In 1999, he was
appointed by California Governor Gray Davis to serve on the California
Transportation Commission, which is charged with overseeing the funding of
California's transportation projects. In March 1998, Mr. Torres, announced his
retirement after a distinguished 16 year career in the House of
Representatives. Throughout his service as a Congressman, Mr. Torres has been
an active and distinguished leader. From 1992 to 1998, he served as a Deputy
Democratic Whip. He has served as a senior member of the House Banking
Committee and chaired the House Banking Subcommittee on Consumer Affairs and
Coinage. Mr. Torres is a nationally recognized environmental leader, former
Ambassador to the United Nations Education, Scientific and Cultural
Organization and served as Special Assistant to the President for Hispanic
Affairs under President Jimmy Carter. Mr. Torres has been a director since
November 2000.

DEF 14A 7th Page of 38 TOC 1st Previous Next ↓Bottom Just 7th
PROPOSAL 1B

ELECTION OF CLASS C DIRECTORS

The following is certain information as of March 30, 2001 regarding the
nominees for election as Class C directors.

Nominees for Election as Class C Directors

[Download Table]

Name Principal Occupation Age
---- -------------------- ---

Executive Vice President, Univision Communications
Andrew W. Hobson Inc. 39
Michael D. Wortsman Co-President, Univision Television Group Inc. 53

Biographical Information Regarding Class C Directors

Andrew W. Hobson. Mr. Hobson is an Executive Vice President of Univision
Communications Inc. ("Univision"). From 1993 through March 2001, Mr. Hobson
was an Executive Vice President of the Univision Network. Mr. Hobson has been
a director since August 2000.

Michael D. Wortsman. Mr. Wortsman is the Co-President of Univision
Television Group Inc. Before holding this position, Mr. Wortsman served as the
Executive Vice President of Corporate Development for Univision Television
Group Inc. from 1993 to 1996. Mr. Wortsman has been a director since August
2000.

BOARD MEETINGS AND COMMITTEES

The Board held a total of two meetings during the fiscal year ended
December 31, 2000 (the "2000 fiscal year"). Each director attended all of the
meetings of the Board and all of the meetings held by all committees of the
Board on which he served.

The Board has an Audit Committee and a Compensation Committee. The holders
of the Company's Class C common stock have the right to appoint one member to
each of these committees.

The Audit Committee operates under a written charter adopted by the Board.
The Audit Committee Charter, adopted July 24, 2000, is included as Annex A
hereto. The Audit Committee's duties include responsibility for reviewing the
Company's accounting practices and audit procedures. The Audit Committee,
which consists of Messrs. Rosen and Torres, held one meeting during the 2000
fiscal year. All members of the Audit Committee meet the independence and
knowledge requirements of the Exchange. (See the "Report of Audit Committee"
later in this Proxy Statement, which details the duties and performance of the
Audit Committee.)

The Compensation Committee recommends to the Board the compensation and
benefits of all the Company's executive officers, and has established and
reviews general policies relating to compensation of the Company's employees.
The Compensation Committee, which consists of Messrs. Hobson and Thompson,
held one meeting during the 2000 fiscal year. No member of the Compensation
Committee was at any time during the 2000 fiscal year or at any other time an
officer or employee of the Company. No executive officer of the Company served
on the compensation committee of another entity or on any other committee of
the board of directors of another entity performing similar functions during
the 2000 fiscal year. (See the "Report of Compensation Committee" later in
this Proxy Statement, which details the Compensation Committee's report on
executive compensation of the Company for the 2000 fiscal year.)

DIRECTOR COMPENSATION

Our directors who are not officers or employees are compensated for their
services as follows: (i) an annual grant of 15,000 stock options under our
2000 Omnibus Equity Incentive Plan; (ii) $24,000 per year (which may be
converted into additional stock options under a specified formula); and (iii)
$1,250 for attendance at a Board meeting in person ($500 if telephonically)
and $1,000 for attendance at a committee meeting in person ($500 if
telephonically and an additional $250 if serving as the chair of the
committee).

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Recommendation of the Board

The Board unanimously recommends that stockholders vote FOR election of each
of the Class A/B nominees and each of the Class C nominees identified above.

PROPOSAL 2

APPROVAL OF 2001 EMPLOYEE STOCK PURCHASE PLAN

On April 4, 2001, the Board adopted the Company's 2001 Employee Stock
Purchase Plan, referred to as the "Stock Purchase Plan," and reserved 600,000
shares of our Class A common stock for initial issuance under the Stock
Purchase Plan, subject to stockholder approval. At the 2001 Annual Meeting,
holders of our Class A, Class B and Class C common stock, voting together as a
single class, are being asked to approve the Stock Purchase Plan and the
Board's reservation of shares under the Stock Purchase Plan for the purpose of
qualifying the reserved shares for special tax treatment under Internal
Revenue Code Section 423. The following is only a summary of the Stock
Purchase Plan and is qualified in its entirety by reference to its full text,
a copy of which is attached to this Proxy Statement as Annex B.

Purpose

The purpose of the Stock Purchase Plan is to incentivize our employees by
providing them with an opportunity to purchase shares of Class A common stock,
subject to certain restrictions and limitations. These shares will be provided
to our employees at a discount to the prevailing market price which will
provide an incentive for employees to have an ownership interest in our
company at a minimum cost to us.

Administration

The Stock Purchase Plan will be administered by a committee appointed by our
Board. Unless our Board appoints a different committee, the committee will
consist of the members of the Compensation Committee. The committee has full
power to administer and interpret the Stock Purchase Plan, and the decisions
of the committee are final and binding upon all participants.

Shares Reserved for Issuance

Subject to the adjustments discussed below for changes in our capital
structure or upon a corporate transaction, the maximum number of shares of
Class A common stock that will be made available for sale under the Stock
Purchase Plan is 600,000, plus an annual increase of 600,000 shares on the
first day of each of the next ten (10) calendar years (i.e. beginning on
January 1, 2002).

Eligibility

Any of our full-time employees or full-time employees of any of our
subsidiaries designated by the committee who has completed at least six months
of continuous service as an employee (subject to certain permitted
interruptions of up to 90 days) as of an offering date is eligible to
participate in the Stock Purchase Plan during the relevant offering period,
subject to administrative rules established by the committee. Eligible
employees become participants in the Stock Purchase Plan by filing with us at
least ten (10) business days prior to the applicable offering period a form
authorizing payroll deductions.

Participation in an Offering

The Stock Purchase Plan is implemented by offering periods lasting for six
months commencing on each of February 15 and August 15. The first offering
period will commence on August 15, 2001. Shares of Class A

DEF 14A 9th Page of 38 TOC 1st Previous Next ↓Bottom Just 9th
common stock are purchased under the Stock Purchase Plan on the last day of
each offering period, unless the participant withdraws or terminates
employment earlier. To participate in the Stock Purchase Plan, each eligible
employee must authorize payroll deductions pursuant to the Stock Purchase Plan
in an amount up to 15% of the participant's compensation; however, no
participant may purchase more than 25,000 shares during any offering period.
On each purchase date, each participant who has elected to participate is
automatically deemed to have elected to purchase shares of Class A common
stock with the entire balance of the payroll deductions accumulated during the
relevant offering period in the participant's payroll deduction account. In
addition, no employee is eligible to purchase shares under the Stock Purchase
Plan to the extent that, immediately after the purchase, that employee would
own 5% or more of either the voting power or the value of all classes of our
common stock, and no employee's rights to purchase our common stock pursuant
to the Stock Purchase Plan may accrue at a rate that exceeds $25,000 per
calendar year. For purposes of the 5% ownership test summarized above, stock
that the participant may purchase under any outstanding option is treated as
owned by the participant, as is stock owned by certain family members or
entities owned by the participant.

Purchase Price, Shares Purchased

Shares of our Class A common stock may be purchased under the Stock Purchase
Plan at a price equal to 85% of the fair market value of the Class A common
stock on the offering date or the purchase date, whichever is less. The number
of whole shares of our Class A common stock a participant purchases in each
offering period is determined by dividing the total amount of payroll
deductions withheld from the participant's compensation during that offering
period by the purchase price.

Termination of Employment

Termination of a participant's employment for any reason, including death,
immediately terminates his or her participation in the Stock Purchase Plan. In
such event, the payroll deductions credited to the participant's account will
be returned, without interest, and all existing stock held for the participant
in the Stock Purchase Plan will be distributed, to him or her or, in the case
of death, to the person or persons entitled to those deductions and stock.

Adjustments upon Changes in Capitalization, Merger or Sale of Assets

In the event that the common stock is changed by reason of any stock split,
stock dividend, combination, recapitilization, reclassification or other
similar changes in our capital structure effected without the receipt of
consideration, or in the event of a merger in which we are the surviving
corporation, the committee may make appropriate proportional adjustments in
the number of shares of stock subject to the Stock Purchase Plan.

Amendment and Termination of the Plan

The Board may terminate or amend the Stock Purchase Plan at any time, except
that it may not increase the number of shares subject to the Stock Purchase
Plan other than as described in the Stock Purchase Plan. The Stock Purchase
Plan will continue until the purchase date that participants become entitled
to purchase a number of shares of common stock greater than the number of
reserved shares remaining available for purchase under the Stock Purchase
Plan.

Withdrawal

Generally, a participant may withdraw from the Stock Purchase Plan at any
time during an offering period prior to the purchase date. If a participant
elects to withdraw, all of the participant's payroll deductions credited to
the participant's payroll deduction account will be returned to the
participant without interest, and the participant may not make any further
contributions to the Stock Purchase Plan for the purchase of shares during
that offering period. A participant's voluntary withdrawal during an offering
period will not have any effect upon the participant's eligibility to
participate in the Stock Purchase Plan during a subsequent offering period.

DEF 14A 10th Page of 38 TOC 1st Previous Next ↓Bottom Just 10th
New Plan Benefits

Because benefits under the Stock Purchase Plan will depend on employees'
elections to participate and the fair market value of common stock at various
future dates, it is not possible to determine the benefits that will be
received by executive officers and other employees if the Stock Purchase Plan
is approved by the stockholders. Non-employee directors are not eligible to
participate in the Stock Purchase Plan.

Federal Income Tax Consequences

If the holders of our common stock approve this proposal, the Stock Purchase
Plan and the right of participants to make purchases under the Stock Purchase
Plan should qualify under the provisions of Sections 421 and 423 of the
Internal Revenue Code. Under these provisions, no income will be taxable to a
participant until the shares purchased under the Stock Purchase Plan are sold
or otherwise disposed of. Upon sale or other disposition of the shares, the
participant will generally be subject to tax and the amount of the tax will
depend upon, among other factors, the participant's holding period for the
shares and the manner of disposition. If the shares are sold or otherwise
disposed of in a taxable transaction occurring more than two years from the
applicable offering date and more than one year from the date of transfer of
the shares to the participant, then the participant generally will recognize
ordinary income measured as the lesser of (i) the excess of the fair market
value of the shares at the time of such sale or disposition over the purchase
price, or (ii) an amount equal to 15% of the fair market value of the shares
as of the offering date. Any additional gain should be treated as long-term
capital gain. If the shares are sold or otherwise disposed of before the
expiration of this holding period, the participant will recognize ordinary
income generally measured as the excess of the fair market value of the shares
on the date the shares are purchased over the purchase price. Any additional
gain or loss on a sale or disposition will be long-term or short-term capital
gain or loss, depending on the holding period. As a general rule, we are not
entitled to a deduction for amounts taxed as ordinary income or capital gain
to a participant except to the extent ordinary income is recognized by
participants upon a sale or disposition of shares prior to the expiration of
the holding period(s) described above. In all other cases, no deduction is
allowed to us.

The foregoing is only a very general summary of the effect of U.S. federal
income taxation upon the participant and us with respect to the shares
purchased under the Stock Purchase Plan. It does not discuss the tax
consequences arising in the context of a participant's death or the income tax
laws of any municipality, state or foreign country in which the participant's
income or gain may be taxable or other tax matters may be relevant to
particular participants.

Recommendation of the Board

The Board unanimously recommends that stockholders vote FOR the approval of
the 2001 Employee Stock Purchase Plan.

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board has appointed the firm of McGladrey & Pullen, LLP to act as
independent public accountants of the Company for the fiscal year ending
December 31, 2001, and has directed that such appointment be submitted to the
stockholders of the Company for ratification at the 2001 Annual Meeting.
McGladrey & Pullen, LLP is considered by management of the Company to be well
qualified. If the stockholders do not ratify the appointment of McGladrey &
Pullen, LLP, the Board will reconsider the appointment.

Audit Fees

Fees for the annual audit, including quarterly reviews, for the 2000 fiscal
year were approximately $938,000.

Other Fees

All other fees were approximately $1,829,000, including audit related
services of approximately $1,536,000 and non-audit related services of
approximately $293,000. Audit related services include fees of approximately
$1,442,000 relating to our initial public offering and approximately $94,000
relating primarily to accounting consultations and other Securities and
Exchange Commission ("SEC") filings. Non-audit related fees relate primarily
to tax preparation and tax consulting services.

DEF 14A 11th Page of 38 TOC 1st Previous Next ↓Bottom Just 11th
Financial Information System Design and Implementation Fees

Financial information systems design and implementation fees were
approximately $157,000 for the 2000 fiscal year.

Our Audit Committee determined that McGladrey & Pullen, LLP's provision of
non-audit related services in exchange for fees in the 2000 fiscal year was
compatible with maintaining McGladrey & Pullen, LLP's independence.

Representatives of McGladrey & Pullen, LLP will be present at the 2001
Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders.

Recommendation of the Board

The Board unanimously recommends that stockholders vote FOR the proposal to
ratify the appointment of McGladrey & Pullen, LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2001.

MANAGEMENT

The following sets forth the names, ages and positions of the Company's
executive officers as of March 30, 2001:

[Download Table]

Name Position Age
---- -------- ---

Walter F. Ulloa Chairman and Chief Executive Officer 52
Philip C. Wilkinson President, Chief Operating Officer and Director 44
Paul A. Zevnik Secretary and Director 50
Jeanette Tully Executive Vice President, Treasurer, Chief 53
Financial Officer and Assistant Secretary
Glenn Emanuel President, Outdoor Division 48
Jeffery A. Liberman President, Radio Division 42

Background

Walter F. Ulloa. Mr. Ulloa has been Chairman and Chief Executive Officer of
Entravision since its inception in 1996. See, "Proposal 1A--Election of Class
A/B Directors" for additional biographical information on Mr. Ulloa.

Philip C. Wilkinson. Mr. Wilkinson has been President and Chief Operating
Officer of Entravision since its inception in 1996. See, "Proposal 1A--
Election of Class A/B Directors" for additional biographical information on
Mr. Wilkinson.

Paul A. Zevnik. Mr. Zevnik has been Secretary of Entravision since its
inception in 1996. See, "Proposal 1A--Election of Class A/B Directors" for
additional biographical information on Mr. Zevnik.

Jeanette Tully. Ms. Tully has been Executive Vice President, Chief Financial
Officer and Treasurer of Entravision since September 1996, and has over 23
years of experience in the media industry. Ms. Tully was the Executive Vice
President and Chief Financial Officer of Alliance Broadcasting Corporation
from 1994 until early 1996, when the company was sold to Infinity Broadcasting
Corporation. From May 1986 until she joined Alliance Broadcasting, Ms. Tully
was a Vice President of Communications Equity Associates, where she advised a
variety of broadcast companies on financial matters.

Glenn Emanuel. Mr. Emanuel has been President of Entravision's outdoor
division since August 2000. Mr. Emanuel has over 20 years experience in the
outdoor advertising industry. From 1997 until Entravision's

DEF 14A 12th Page of 38 TOC 1st Previous Next ↓Bottom Just 12th
acquisition of Z-Spanish Media in August 2000, Mr. Emanuel served as President
of Vista Media Group, Inc. ("Vista"), Z-Spanish Media's outdoor advertising
group. Before joining Vista, he served as General Manager of Regency Outdoor
Advertising's operations in Los Angeles for ten years.

Jeffery A. Liberman. Mr. Liberman, the President of our radio division since
March 2001, has been involved in the management and operation of Spanish-
language radio stations since 1974. From 1992 until our acquisition of Latin
Communications Group Inc. ("LCG") in April 2000, Mr. Liberman was responsible
for operating LCG's 17 radio stations in California, Colorado, New Mexico and
Washington D.C.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of December 31, 2000 by (i) each
person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of the Company's
common stock, (ii) each director of the Company, (iii) each Named Executive
Officer (as defined below) of the Company and (iv) all directors and Named
Executive Officers of the Company as a group. Because our Class B and Class C
common stock can be converted to Class A common stock at any time, we are
presenting the information below based on such conversions.

[Download Table]

Shares of Common Stock
Beneficially Owned(1)
----------------------
Name and Address of Beneficial Class of
Owner(2) Shares Number Percent
------------------------------ -------- ---------------------- -------

Univision Communications Inc.(3)...... A 14,942,941 12.96%
C 21,983,392 19.07%
Janus Capital Corporation and Thomas
H. Bailey(4)......................... A 5,260,120 4.56%
TSG Capital Group(5).................. A 9,418,004 7.77%
Walter F. Ulloa....................... A 425 *
B 11,489,365(6) 9.97%
Philip C. Wilkinson................... B 11,489,365(7) 9.97%
Paul A. Zevnik........................ A 13,821(8) *
B 4,699,803(9) 4.08%
Darryl B. Thompson.................... A 9,301,432(10) 7.68%
Amador S. Bustos...................... A 1,945,390(11) 1.68%
Michael S. Rosen...................... A 76,500(12) *
Esteban E. Torres..................... -- -- --
Andrew W. Hobson(13).................. A 150,000 *
Michael D. Wortsman(14)............... A 25,000 *
Jeanette Tully........................ A 249,237(15) *
Glenn Emanuel......................... A 285,253 *
All directors and Named Executive
Officers as a group (11 persons)..... A 12,047,058 10.45%
B 27,678,533 24.01%

--------
* Represents beneficial ownership of less than 1%.
(1) Percentage ownership is based on 115,287,988 shares of common stock
outstanding on December 31, 2000 (assuming conversion of all outstanding
shares of Class B and Class C common stock). Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Shares of common
stock subject to options, warrants and convertible notes currently
exercisable or convertible, or exercisable or convertible within 60 days,
are deemed outstanding for determining the number of shares beneficially
owned and for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for computing the percentage
ownership of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named in
the table have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them.

DEF 14A 13th Page of 38 TOC 1st Previous Next ↓Bottom Just 13th
(2) Unless otherwise noted, the address for each person is c/o Entravision
Communications Corporation, 2425 Olympic Boulevard, Suite 6000 West,
Santa Monica, California 90404.
(3) Represents shares beneficially owned by Univision based on information
contained in Amendment No. 4 to Schedule 13D, filed with the SEC November
28, 2000. The address for Univision is 1999 Avenue of the Stars, Suite
3050, Los Angeles, California 90067. Shares reported include 14,942,931
shares of Class A common stock and 21,983,392 shares of Class C common
stock that may be converted at any time to shares of Class A common
stock.
(4) Represents shares deemed to be beneficially owned by Janus Capital
Corporation ("Janus") and Thomas H. Bailey based on information contained
in Schedule 13G, filed with the SEC on February 15, 2001. The address for
Janus and Mr. Bailey is 100 Fillmore Street, Denver, Colorado 80206-4923.
Janus and Mr. Bailey disclaim beneficial ownership of the 5,260,120
shares reported.
(5) TSG Capital Group includes TSG Capital Fund II, L.P., TSG Capital Fund
III, L.P., TSG Associates II Inc., TSG Associates III, LLC and TSG
Ventures, L.P. The address for each of these entities is 177 Broad
Street, 12th Floor, Stamford, Connecticut 06901. Includes 5,865,102
shares of Class A common stock reserved for issuance upon conversion of
Series A preferred stock held by TSG Capital Fund III, L.P.
(6) Includes 889,848 shares held by The Walter F. Ulloa Irrevocable Trust of
1996. Also includes 102,850 shares that are subject to a right of the
Company to repurchase such shares under certain conditions (see "Certain
Relationships and Related Transactions").
(7) Includes 9,424,800 shares held by The Wilkinson Family Trust and 889,848
shares held by The 1994 Wilkinson Children's Gift Trust. Also includes
102,850 shares that are subject to a right of the Company to repurchase
such shares under certain conditions (see "Certain Relationships and
Related Transactions").
(8) Represents shares held by The Zevnik Charitable Foundation. Mr. Zevnik
has shared voting power in The Zevink Charitable Foundation.
(9) Includes 800,666 shares held by The Paul A. Zevnik Irrevocable Trust of
1996 and 1,736,516 shares held by The Zevnik Family L.L.C. Also includes
43,520 shares that are subject to a right of the Company to repurchase
such shares under certain conditions (see "Certain Relationships and
Related Transactions").
(10) Represents 9,418,004 shares held by TSG Capital Group (see footnote 5
above), excluding 116,572 shares held by TSG Ventures, L.P. Mr. Thompson
is a principal in each of the TSG Capital Group entities, except for TSG
Ventures, L.P. Mr. Thompson may be deemed to exercise voting and
investment power over such shares. Mr. Thompson disclaims beneficial
ownership of such shares, except to the extent of his proportionate
interest therein.
(11) Represents 1,526,731 shares held by Bustos Asset Management, L.L.C. and
includes 418,659 stock options immediately exercisable by Mr. Bustos (see
"Summary of Cash and Certain Other Compensation").
(12) Represents shares held by LJ Holdings, L.L.C.
(13) Mr. Hobson is an executive officer of Univision.
(14) Mr. Wortsman is an executive officer of an affiliate of Univision.
(15) Represents shares held by The Jeanette Tully 1996 Revocable Trust.
Includes 8,500 shares that are subject to a right of the Company to
repurchase such shares under certain conditions (see "Certain
Relationships and Related Transactions").

DEF 14A 14th Page of 38 TOC 1st Previous Next ↓Bottom Just 14th
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth certain information regarding the
compensation earned during the last three fiscal years by the Chief Executive
Officer of the Company and each of the four other most highly compensated
executive officers of the Company serving as such as of the end of the last
fiscal year whose total annual salary and bonus exceeded $100,000, for
services rendered in all capacities to the Company and its subsidiaries. Such
individuals will be hereafter referred to as the "Named Executive Officers."

Summary Compensation Table

[Download Table]

Annual Long-Term
Compensation(1) Compensation
-------------------- ------------
Securities
Name and Principal Underlying All Other
Position Year Salary Bonus Options Compensation
------------------ ---- -------- -------- ------------ -------------

Walter F. Ulloa......... 2000 $600,000(2) $573,263(3) 500,000 $1,439,900(4)
Chairman and Chief 1999 $360,000 $429,938(5) -- --
Executive Officer
Philip C. Wilkinson..... 2000 $600,000(2) $573,263(3) 500,000 $1,439,900(4)
President and Chief 1999 $360,000 $429,938(5) -- --
Operating Officer
Jeanette Tully.......... 2000 $225,000 -- 150,000 $3,489,318(4)
Chief Financial Officer 1999 $225,000 -- -- --
Amador S. Bustos........ 2000 $250,000 -- 418,659 --
President, Radio
Division 1999 $168,000 $ 10,080(4) -- --
Glenn Emanuel........... 2000 $225,000 $ 75,000(3) 150,000 --
President, Outdoor
Division 1999 $225,000 $ 75,000(4) -- --

--------
(1) Excludes perquisites and other personal benefits, securities or property
which aggregate the lesser of $50,000 or 10% of the total of annual
salary and bonus.
(2) Salary was $360,000 through July 31, 2000, and was increased to $600,000
effective August 1, 2000.
(3) Represents bonuses earned in 1999 and paid in 2000.
(4) Consists of stock-based awards (see "Certain Relationships and Related
Transactions").
(5) Represents bonuses earned in 1998 and paid in 1999.

Option Grants in Last Fiscal Year

The following table sets forth information concerning the stock option
grants made to each of the Named Executive Officers during the 2000 fiscal
year. No stock appreciation rights were granted to any of the Named Executive
Officers during the 2000 fiscal year.

[Enlarge/Download Table]

Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term(1)
------------------------------------------------- ----------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal 2000 Per Share Date 5% 10%
---- ---------- ------------- ----------- ---------- ---------- -----------

Walter F. Ulloa......... 500,000 .088% $16.50 8/2/10 $5,188,381 $13,148,375
Philip C. Wilkinson..... 500,000 .088% $16.50 8/2/10 $5,188,381 $13,148,375
Jeanette Tully.......... 150,000 .026% $16.50 8/2/10 $1,556,514 $ 3,944,513
Amador S. Bustos........ 28,553(2) .005% $11.06 1/1/10 $ 198,603 $ 503,298
390,106(2) .067% $ 6.69 12/11/09 $1,641,295 $ 4,159,364
Glenn Emanuel........... 150,000 .026% $16.50 8/2/10 $1,556,514 $ 3,944,573

DEF 14A 15th Page of 38 TOC 1st Previous Next ↓Bottom Just 15th
--------
(1) There can be no assurance provided to any executive officer or any other
holder of the Company's securities that the actual stock price
appreciation over the 10 year option term will be at the assumed 5% and
10% compounded annual rates or at any other defined level. Unless the
market price of the common stock appreciates over the option term, no
value will be realized from the option grants made to the Named Executive
Officers.

(2) Issued by Entravision in substitution for stock options issued to Mr.
Bustos by Z-Spanish Media prior to Entravision's acquisition of Z-Spanish
Media.

Fiscal Year-End Option Values

No options were exercised by any Named Executive Officers during the 2000
fiscal year. No stock appreciation rights were exercised by any of the Named
Executive Officers during the 2000 fiscal year. The following table sets forth
the number of shares of the Company's Class A common stock subject to
exercisable and unexercisable stock options which the Named Executive Officers
held at the end of the 2000 fiscal year.

[Download Table]

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End(1)
--------------------------- -----------------------
Non- Non-
Name Exercisable Exercisable Exercisable Exercisable
---- ------------- ------------- ----------- -----------

Walter F. Ulloa............. -0- 500,000 -0- $937,500
Philip C. Wilkinson......... -0- 500,000 -0- $937,500
Jeanette Tully.............. -0- 150,000 -0- $281,250
Amador S. Bustos............ 418,659 -0- $4,767,254 -0-
Glenn Emanuel............... -0- 150,000 -0- $281,250

--------
(1) Calculated by determining the difference between the fair market value of
the Company's Class A common stock as of December 29, 2000 and the
exercise price of the option.

EMPLOYMENT AND OTHER AGREEMENTS; CHANGE IN CONTROL ARRANGEMENTS

In August 2000, we entered into a five year employment agreement with Mr.
Ulloa pursuant to which he serves as our Chairman and Chief Executive Officer.
The agreement provides for a base salary of $600,000 per year, with an annual
increase of $50,000 per year. Under the terms of the agreement, Mr. Ulloa is
eligible to receive a cash bonus equal to (i) 75% of his then-current base
salary if our annual growth rate of earnings before interest, taxes,
depreciation and amortization, or EBITDA (pro forma as defined by the
Compensation Committee), exceeds 20% over the previous year, 63% of his then-
current base salary if EBITDA growth rate exceeds 17% over the previous year
and 50% of his then-current base salary if EBITDA growth rate exceeds 14% over
the previous calendar year and (ii) up to an additional 25% of his then-
current base salary in the discretion of the Compensation Committee.

If Mr. Ulloa's employment is terminated by us without cause, by Mr. Ulloa
for good reason or in connection with a change of control, he will be entitled
to receive all accrued salary and bonuses through the date of termination,
plus an amount equal to or greater of the sum of three times his then-current
base salary plus three times his then-current maximum bonus or his salary or
bonuses for the remainder of the term of his employment agreement, plus a
continuation of all benefit coverages for a period of two years. In addition,
upon any such termination event, all stock options then held by Mr. Ulloa will
accelerate and become immediately exercisable, and any restrictions on
restricted stock held by Mr. Ulloa shall lapse.

In August 2000, we entered into a five year employment agreement with Mr.
Wilkinson pursuant to which he serves as our President and Chief Operating
Officer. The agreement provides for a base salary of $600,000 per year, with
an annual increase of $50,000 per year. Under the terms of the agreement, Mr.
Wilkinson is eligible to receive a cash bonus equal to (i) 75% of his then-
current base salary if EBITDA exceeds 20% over the previous

DEF 14A 16th Page of 38 TOC 1st Previous Next ↓Bottom Just 16th
year, 63% of his then-current base salary if EBITDA growth rate exceeds 17%
over the previous year and 50% of his then-current base salary if EBITDA
growth rate exceeds 14% over the previous calendar year and (ii) up to an
additional 25% of his then-current base salary in the discretion of the
Compensation Committee.

If Mr. Wilkinson's employment is terminated by us without cause, by Mr.
Wilkinson for good reason or in connection with a change of control, he will
be entitled to receive all accrued salary and bonuses through the date of
termination, plus an amount equal to or greater of the sum of three times his
then-current base salary plus three times his then-current maximum bonus or
his salary or bonuses for the remainder of the term of his employment
agreement, plus a continuation of all benefit coverages for a period of two
years. In addition, upon any such termination event, all stock options then
held by Mr. Wilkinson will accelerate and become immediately exercisable, and
any restrictions on restricted stock held by Mr. Wilkinson shall lapse.

EMPLOYEE BENEFIT PLANS

2000 Omnibus Equity Incentive Plan

We have adopted our 2000 Omnibus Equity Incentive Plan to provide an
additional means to attract, motivate, reward and retain key personnel. The
plan gives the administrator the authority to grant different types of stock
incentive awards and to select participants. Our employees, officers,
directors and consultants may be selected to receive awards under the plan.

Share Limits. A maximum of 11,500,000 shares of our Class A common stock may
be issued under the Plan. Options to purchase 6,057,100 shares of Class A
common stock have been granted as of March 30, 2001. Each share limit and
award under the plan is subject to adjustment for certain changes in our
capital structure, reorganizations and other extraordinary events. Shares
subject to awards that are not paid or exercised before they expire or are
terminated are available for future grants under the plan.

Awards. Awards under the plan may be in the form of: (i) incentive stock
options; (ii) non-qualified stock options; (iii) stock appreciation rights;
(iv) restricted stock; or (v) stock units. Awards may be granted individually
or in combination with other awards. Certain types of stock-based performance
awards under the plan will depend upon the extent to which performance goals
set by the administrator are met during the performance period. Awards under
the plan generally will be nontransferable, subject to exceptions such as a
transfer to a family member or to a trust, as authorized by the administrator.
Non-qualified stock options and other awards may be granted at prices below
the fair market value of the common stock on the date of grant. However, non-
qualified stock options may not be granted at prices below 85% of the fair
market value on the date of grant. Restricted stock awards can be issued for
nominal or the minimum lawful consideration. Incentive stock options must have
an exercise price that is at least equal to the fair market value of the
common stock, or 110% of fair market value of the common stock for any owner
of more than 10% of our common stock, on the date of grant. These and other
awards may also be issued solely or in part for services.

Administration. The plan is administered by the Compensation Committee. The
administrator of the plan has broad authority to: (i) designate recipients of
awards; (ii) determine or modify, subject to any required consent, the terms
and provisions of awards, including the price, vesting provisions, terms of
exercise and expiration dates; (iii) approve the form of award agreements;
(iv) determine specific objectives and performance criteria with respect to
performance awards; (v) construe and interpret the plan; and (vi) reprice,
accelerate and extend the exercisability or term, and establish the events of
termination or reversion of outstanding awards.

Change of Control. Upon a change of control event, any award may become
immediately vested and/or exercisable, unless the administrator determines to
the contrary. Generally speaking, a change of control event will be triggered
under the plan: (i) in connection with certain mergers or consolidations of
Entravision with or into another entity where our stockholders before the
transaction own less than 50% of the surviving entity; (ii) if a majority of
the Board changes over a period of two years or less; or (iii) upon a sale of
all or substantially all of our assets if a change in ownership of more than
50% of our outstanding voting securities occurs. The

DEF 14A 17th Page of 38 TOC 1st Previous Next ↓Bottom Just 17th
administrator of the plan may also provide for alternative settlements of
awards, the assumption or substitution of awards or other adjustments of
awards in connection with a change of control or other reorganization of
Entravision.

Plan Amendment, Termination and Term. The Board may amend, suspend or
discontinue the plan at any time, but no such action will affect any
outstanding award in any manner materially adverse to a participant without
the consent of the participant. Plan amendments will generally not be
submitted to stockholders for their approval unless such approval is required
by applicable law. The plan will remain in existence as to all outstanding
awards until such awards are exercised or terminated. The maximum term of
options, stock appreciation rights and other rights to acquire common stock
under the plan is ten years after the initial date of award, subject to
provisions for further deferred payment in certain circumstances. No award can
be granted ten years after adoption of the plan by the Board.

Payment for Shares. The exercise price of options or other awards may
generally be paid in cash or, subject to certain restrictions, shares of Class
A common stock. Subject to any applicable limits, we may finance or offset
shares to cover any minimum withholding taxes due in connection with an award.

Federal Tax Consequences. The current federal income tax consequences of
awards authorized under the plan follow certain basic patterns. Generally,
awards under the plan that are includable in the income of the recipient at
the time of exercise, vesting or payment, such as non-qualified stock options,
stock appreciation rights and restricted stock awards, are deductible by us,
and awards that are not required to be included in the income of the
recipient, such as incentive stock options, are not deductible by us.
Generally speaking, Section 162(m) of the Internal Revenue Code provides that
a public company may not deduct compensation, except for compensation that is
commission or performance-based paid to its chief executive officer or to any
of its four other highest compensated officers to the extent that the
compensation paid to such person exceeds $1 million in a tax year. The
regulations exclude from these limits compensation that is paid pursuant to a
plan in effect before the time that a company is publicly-held. We expect that
compensation paid under the plan will not be subject to Section 162(m) in
reliance on this transition rule, as long as such compensation is paid or
stock options, stock appreciation rights and/or restricted stock awards are
granted before the earlier of a material amendment to the plan or our annual
stockholders meeting in the year 2004. In addition, we may not be able to
deduct certain compensation attributable to the acceleration of payment and/or
vesting of awards in connection with a change in control event should that
compensation exceed certain threshold limits under Section 280G of the
Internal Revenue Code.

Non-Exclusive Plan. The plan is not exclusive. The Board (or its delegate),
under Delaware law, may grant stock and performance incentives or other
compensation, in stock or cash, under other plans or authority.

Indemnification of Directors and Executive Officers and Limitation of
Liability

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors, to grant indemnity to directors
and officers in terms sufficiently broad to permit indemnification for
liabilities, including reimbursement for expenses incurred, arising under the
Securities Act of 1933, as amended (the "Securities Act"). This
indemnification may, however, be unenforceable as against public policy.

As permitted by Delaware law, our First Restated Certificate of
Incorporation includes a provision that eliminates the personal liability of
our directors for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
us or our stockholders; (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware law regarding unlawful dividends and stock
purchase; or (iv) for any transaction from which the director derived an
improper personal benefit.

As permitted by Delaware law, our First Restated Certificate of
Incorporation provides that: (i) we are required to indemnify our directors
and officers to the fullest extent permitted by Delaware law, so long as the
person being indemnified acted in good faith and in a manner the person
reasonably believed to be in or not

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opposed to our best interests, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
lawful; (ii) we are permitted to indemnify our other employees and agents to
the extent that we indemnify our officers and directors, unless otherwise
required by law; (iii) we are required to advance expenses to our directors
and officers incurred in connection with a legal proceeding to the fullest
extent permitted by Delaware law, subject to very limited exceptions; and (iv)
the rights conferred in our First Restated Certificate of Incorporation are
not exclusive. In addition, we have entered into indemnification agreements
with each of our current directors and officers to give such directors and
officers additional contractual assurances regarding the scope of
indemnification set forth in our First Restated Certificate of Incorporation
and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving any of our directors, officers or
employees regarding which indemnification is sought, nor are we aware of any
threatened litigation that may result in claims for indemnification.

We have obtained directors' and officers' liability insurance.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee during the 2000 fiscal year consisted of Messrs.
Hobson and Thompson. No member of the Compensation Committee was at any time
during the 2000 fiscal year or at any other time an officer or employee of the
Company. No executive officer of the Company served on the compensation
committee of another entity or any other committee of the board of directors
of another entity performing similar functions during the 2000 fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reorganization. Effective August 2, 2000, the Company completed a
reorganization. As a result of this reorganization, the beneficial ownership
of Entravision immediately prior to the closing of its initial public offering
was virtually identical to the beneficial ownership of Entravision
Communications Company, L.L.C. ("ECC"), its predecessor. This reorganization
occurred as follows:

. Messrs. Ulloa, Wilkinson and Zevnik and each of their trusts and other
controlled entities exchanged their direct and indirect ownership
interests in ECC for newly-issued shares of Class B common stock;

. each of the stockholders in the seven corporate member entities of ECC
(other than Messrs. Ulloa, Wilkinson and Zevnik and their trusts and
related entities) exchanged their shares in such corporate members for
newly-issued shares of Class A common stock;

. each of the remaining individuals, trusts and other entities holding
direct membership interests in ECC exchanged such interests for newly-
issued shares of Class A common stock; and

. Univision exchanged its subordinated note and option in ECC for shares of
Class C common stock.

Relationship with Univision. In December 1996, Univision invested $10
million in ECC in exchange for a subordinated note and an option to acquire an
approximate 25% ownership interest in ECC. The note was due December 30, 2021
and bore interest at 7.01% per year, for which Univision had agreed to
compensate Entravision in an amount equal to the amount of annual interest
due, in exchange for running Univision's programming.

In April 1999, Entravision acquired television stations KLUZ-TV and KLUZ-LP,
Albuquerque, New Mexico, from Univision in exchange for $1 million in cash and
a 2% increase in Univision's option to acquire an ownership interest in ECC.
In March 2000, Univision invested an additional $110 million in ECC, which
increased the subordinated note to an aggregate of $120 million, and increased
its option to the right to acquire a 40% ownership interest in ECC.

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In connection with the reorganization, Univision exchanged its subordinated
note and option for 21,983,392 shares of Class C common stock, or an
approximate 19% ownership interest in the Company. As long as Univision owns
at least 30% of its initial Class C shares, it will have the right to vote as
a separate class to elect two directors, to appoint a member to any Board
committee and to approve material decisions involving Entravision, including
any merger, consolidation or any other business combination, any dissolution
and any transfer of the FCC licenses for any of our Univision-affiliated
television stations.

Also, pursuant to our Univision network affiliation agreements, Univision
acts as our national advertising sales representative for our Univision-
affiliated television stations. The Class C director-nominee, Andrew W.
Hobson, is an Executive Vice President of Univision and the Class C director-
nominee, Michael D. Wortsman, is the Co-President of Univision Television
Group Inc.

Univision also purchased 6,464,542 shares of Class A common stock directly
from Entravision in the initial public offering, representing approximately 6%
of our outstanding common stock. Univision has subsequently purchased an
additional 8,478,399 shares of Class A common stock in open market purchases,
for an aggregate of approximately 32% of our outstanding common stock.

Voting Agreement. The Company has entered into the Voting Agreement with Mr.
Ulloa, our Chairman and Chief Executive Officer, Mr. Wilkinson, our President
and Chief Operating Officer, and Mr. Zevnik, our Secretary. This agreement
will remain in effect with respect to each of Messrs. Ulloa, Wilkinson and
Zevnik as long as each individual owns 30% of his initial Class B shares. See
"Voting Rights and Solicitation."

Registration Rights. The Company has entered into an investor rights
agreement with all of the holders of restricted stock at the time of the
initial public offering and with the former stockholders of Z-Spanish Media
that received Entravision stock in Entravision's acquisition of Z-Spanish
Media. The investor rights agreements provide these stockholders with rights
to require Entravision to register their stock with the SEC.

Transactions with Walter F. Ulloa and Philip C. Wilkinson.

Employment agreements between ECC and Messrs. Ulloa and Wilkinson entitled
each of them to receive an annual bonus in an amount equal to 1% of ECC's
annual net revenue. For the period from January 1, 2000 through July 31, 2000,
the Company accrued bonuses under these agreements of approximately $583,000
to each of Messrs. Ulloa and Wilkinson. These employment agreements terminated
effective August 1, 2000.

Mr. Ulloa is the sole shareholder of Las Tres Campanas Television, Inc., the
FCC licensee of lower-power television stations KELV-LP and KNTL-LP, Las
Vegas, Nevada. In 1997, Las Tres Campanas issued a note to a former
shareholder in the principal amount of $262,500. Entravision assumed the
payment obligations of Las Tres Campanas under the note in exchange for Las
Tres Campanas' agreement to contribute to the Company all of its assets,
including the licenses to stations KELV-LP and KNTL-LP. As of December 31,
2000, the unpaid balance of principal and interest under the note was
approximately $196,000.

In 1996, Cabrillo Broadcasting Corporation, one of the member entities of
ECC, made a loan in the principal amount of $159,000 to Mr. Wilkinson, which
was used by Mr. Wilkinson to purchase equity in KSMS, Inc., another of the
Company's predecessor entities. When the initial roll-up of ECC was
consummated in 1997, all of the assets and liabilities of Cabrillo were
contributed to ECC. As payment for this obligation, Mr. Wilkinson has agreed
to transfer to us any rights in the FCC license for radio station KPVW-FM,
Aspen, Colorado.

Transactions with Paul A. Zevnik.

Mr. Zevnik is a partner of Zevnik Horton Guibord McGovern Palmer & Fognani,
L.L.P., which has regularly represented Entravision as our legal counsel.

In October 1996, ECC made a loan to Mr. Zevnik evidenced by a promissory
note in the principal amount of $360,366, which bears interest at a rate of
5.625% per year and is due and payable in full in October 2001. Mr. Zevnik
used the loan to purchase 10,313 Class A units of ECC, which were exchanged
for 175,321 shares

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of Class B common stock at the closing of the initial public offering. As of
December 31, 2000, the aggregate outstanding principal and interest on this
loan was approximately $449,000.

Transactions with TSG Entities and Darryl B. Thompson.

The Class A/B director-nominee, Darryl B. Thompson, is an equityholder,
officer and director of TSG Capital Fund II, L.P., TSG Capital Fund III, L.P.,
TSG Associates II, Inc. and TSG Associates III, L.P.

In April 2000, TSG Capital Fund III, L.P. invested $90 million in ECC in the
form of a convertible subordinated note. The note automatically converted at
the closing of the initial public offering into 5,865,102 of Series A
preferred stock.

In connection with our acquisition of Z-Spanish Media, TSG Capital Fund II,
L.P., TSG Capital Fund III, L.P. and their affiliates received approximately
$169 million in cash and 3,552,902 shares of Class A common stock.

Transactions with Amador S. Bustos.

In connection with our acquisition of Z-Spanish Media, Amador S. Bustos, a
director of the Company, and his affiliates received approximately 1,536,731
shares of Class A common stock.

During 1998, Z-Spanish Media operated radio station KZSJ-FM, San Jose,
California, under a local marketing agreement with KZSJ Radio LLC, an entity
owned by Mr. Bustos, pursuant to which KZSJ Radio LLC received a monthly fee
of $10,000. The local marketing agreement was terminated by mutual agreement
between the parties in December 1998, and $.1 million was paid to KZSJ Radio
LLC in the first quarter of 2000.

Pursuant to a lease that expires in 2009, Z-Spanish Media leases a studio
building from Mr. Bustos for $42,000 per year. Pursuant to a lease that
expires in 2019, Z-Spanish Media leases a corporate office building from Mr.
Bustos for $63,000 a year. Rent increases annually by 5% per year for the term
of both leases.

Transactions with Glenn Emanuel.

In connection with our acquisition of Z-Spanish Media, Glenn Emanuel, the
President of our outdoor division, received 285,253 shares of Class A common
stock.

In August 1997, Mr. Emanuel executed a promissory note in favor of Vista in
the principal amount of $198,315 with an interest rate of 9.75% per year,
which is due and payable in full on August 9, 2002. Mr. Emanuel used the loan
to purchase shares of Vista's common and preferred stock. The loan is secured
by the shares of Class A common stock received by Mr. Emanuel in connection
with our acquisition of Z-Spanish Media. As of December 31, 2000 the
outstanding balance of principal and interest under the loan was approximately
$258,000.

Class D Membership Units in ECC.

ECC granted to each of Messrs. Ulloa and Wilkinson 6,050 Class D membership
units for nominal consideration which were exchanged for 102,850 shares of
Class B common stock at the closing of the initial public offering. The Class
B common stock is held pursuant to restricted stock agreements that allow for
repurchase of the shares for nominal consideration if Messrs. Ulloa and
Wilkinson do not remain employed with Entravision with such restriction
lapsing in one-third increments over three years. Such restriction also lapses
upon a change in control.

ECC also granted to Mr. Zevnik 2,560 Class D membership units for nominal
consideration, which were exchanged for 43,520 shares of Class B common stock
at the closing of the initial public offering. The Class B common stock is
held pursuant to a restricted stock agreement that allows for repurchase of
the shares for nominal consideration if Mr. Zevnik does not remain as an
officer or director of Entravision, with such restriction lapsing in one-third
increments over three years. Such restriction also lapses on a change in
control.

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In April 2000, ECC awarded to Jeanette Tully, our Chief Executive Officer,
14,161 Class D membership units, which were exchanged for 240,737 shares of
Class A common stock at the closing of the initial public offering.
Additionally, ECC also granted to Ms. Tully 500 Class D membership units for
nominal consideration, which were exchanged for 8,500 shares of Class A common
stock at the closing of the initial public offering. The 8,500 shares of Class
A common stock are held pursuant to a restricted stock agreement that allows
for repurchase of the shares for nominal consideration if Ms. Tully does not
remain as an employee of Entravision, with such restriction lapsing in one-
third increments over three years. Such restriction also lapses on a change in
control.

REPORT OF COMPENSATION COMMITTEE

The following Report of the Compensation Committee and the Performance Graph
that follows do not constitute soliciting material and should not be deemed
filed or incorporated by reference into any other Company filing under the
Securities Act, or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent the Company specifically incorporated
this report or the performance graph by reference therein.

The Compensation Committee has furnished the following report on executive
compensation for the 2000 fiscal year.

It is the duty of the Compensation Committee to review and determine the
salaries and bonuses of executive officers of the Company, including the Chief
Executive Officer, and to establish the general compensation policies for such
individuals. The Compensation Committee also has the sole and exclusive
authority to make discretionary option grants to the Company's executive
officers under the Company's 2000 Omnibus Equity Incentive Plan. In the 2000
fiscal year, the Compensation Committee retained the services of Frederic W.
Cook & Co., Inc. to assist it in structuring the Company's stock-based
incentive plans and option grants.

The Compensation Committee believes that the compensation programs for the
Company's executive officers should reflect the Company's performance and the
value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and
values of the Company, reward individual contribution to the Company's success
and align the interests of the Company's officers with the interests of the
stockholders. The Company is engaged in a very competitive industry, and the
Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.

For the 2000 fiscal year, the Company's executive compensation program
consisted of a base salary, a bonus and stock options based on the Company's
and the individual's performance. The Compensation Committee believes that
this approach best serves the short and long-term interests of the Company and
its stockholders. Stock options result in a significant portion of an
officer's long-term remuneration being directly related to stock price
appreciation realized by all Entravision stockholders.

Factors. The principal factors that were taken into account in establishing
each executive officer's compensation package for the 2000 fiscal year are
described below. However, the Compensation Committee may in its discretion
apply entirely different factors, such as different measures of financial
performance, for future fiscal years.

Chief Executive Officer Compensation.

In setting the base salary level payable for the 2000 fiscal year to the
Company's Chief Executive Officer, Walter F. Ulloa, the Compensation Committee
conducted a detailed performance evaluation for Mr. Ulloa. The performance
evaluation took into consideration Mr. Ulloa's qualifications, the level of
experience brought to his position and gained while in the position, the
Company's goals for which Mr. Ulloa had responsibility, specific
accomplishments to date and the importance of Mr. Ulloa's individual
contributions to the achievement of the Company's goals and objectives set for
the prior fiscal year. In addition, the Compensation Committee sought to

DEF 14A 22nd Page of 38 TOC 1st Previous Next ↓Bottom Just 22nd
provide him with a level of base salary which it believed, on the basis of its
understanding of the salary levels in effect for other chief executive
officers at similar-sized companies in the industry, to be competitive with
those base salary levels.

In August 2000, we entered into a five year employment agreement with Mr.
Ulloa. The agreement provides for a base salary of $600,000 per year, with an
annual increase of $50,000 per year. Under the terms of the agreement, Mr.
Ulloa is eligible to receive a cash bonus equal to (i) a percentage of his
then-current base salary up to a maximum of 75% based upon the Company's
growth rate of EBITDA and (ii) up to an additional 25% of his then-current
base salary in the discretion of the Compensation Committee (see "Employment
and Other Agreements; Change in Control Arrangements").

Other Executive Officer Compensation.

In setting base salaries for executive officers other than the Chief
Executive Officer, the Compensation Committee considered the salary levels for
comparable positions at peer group companies, the individual's personal
performance and internal alignment considerations. The relative weight given
to each factor varies with each individual in the sole discretion of the
Compensation Committee. Each executive officer's (other than Messrs. Ulloa and
Wilkinson) base salary is adjusted for each year on the basis of (i) the
Compensation Committee's evaluation of the officer's personal performance for
the year and (ii) the competitive marketplace for persons in comparable
positions.

In August 2000, we entered into a five year employment agreement with Philip
C. Wilkinson, our President and Chief Operating Officer, that provides for a
base salary of $600,000 per year, with an annual increase of $50,000 per year.
Under the terms of the agreement, Mr. Wilkinson is eligible to receive a cash
bonus equal to (i) a percentage of his then-current base salary up to a
maximum of 75% based upon the Company's growth rate of EBITDA and (ii) up to
an additional 25% of his then-current base salary in the discretion of the
Compensation Committee (see "Employment and Other Agreements; Change in
Control Arrangements").

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly-held companies for
compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any fiscal year. The
limitation applies only to compensation which is not considered to be
performance-based. Non-performance based compensation paid to the Company's
executive officers for the 2000 fiscal year did not exceed the $1 million
limit per officer, and the Compensation Committee does not anticipate that the
non-performance based compensation to be paid to the Company's executive
officers for the 2001 fiscal year will exceed that limit. Because it is
unlikely that the cash compensation payable to any of the Company's executive
officers in the foreseeable future will approach the $1 million limit, the
Compensation Committee has decided at this time not to take any action to
limit or restructure the elements of cash compensation payable to the
Company's executive officers. The Compensation Committee will reconsider this
decision should the individual cash compensation of any executive officer ever
approach the $1 million level. Additionally, the Company made stock-based
awards in the 2000 fiscal year to certain of the Named Executive Officers that
are not deductible by the Company for tax purposes (see "Certain Relationships
and Related Transactions").

The Board did not modify any action or recommendation made by the
Compensation Committee with respect to executive compensation for the 2000
fiscal year. It is the opinion of the Compensation Committee that the
executive compensation policies and plans provide the necessary total
remuneration program to properly align the Company's performance and the
interests of the Company's stockholders through the use of competitive and
equitable executive compensation in a balanced and reasonable manner, for both
the short and long-term.

Submitted by the Compensation Committee:

Andrew W. Hobson
Darryl B. Thompson

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PERFORMANCE GRAPH

The following graph, which was produced by Research Data Group, Inc.,
depicts the Company's monthly performance for the period from August 2, 2000
(the Company's initial trading date on the Exchange) through December 31,
2000, as measured by total stockholder return on the Company's Class A common
stock compared with the total return of the S&P 500 Index and the S&P
Broadcasting (Television, Radio, Cable) Index. Upon request, the Company will
furnish stockholders a list of the component companies of such indexes.

Note: We caution that the stock price performance shown in the graph below
should not be considered indicative of potential future stock price
performance.

COMPARISON OF 5 MONTH CUMULATIVE TOTAL RETURN*
AMONG ENTRAVISION COMMUNICATION CORPORATION, THE S&P 500 INDEX AND THE S&P
BROADCASTING (TELEVISION, RADIO, CABLE) INDEX

[Download Table]

Cumulative Total Return
----------------------------------------
8/2/00 8/00 9/00 10/00 11/00 12/00
------ ------ ------ ------ ----- ------

ENTRAVISION COMMUNICATIONS
CORPORATION......................... 100.00 120.08 105.30 107.20 86.75 111.36
S&P 500 INDEX........................ 100.00 106.21 100.60 100.18 92.28 92.73
S&P BROADCASTING (TELEVISION, RADIO,
CABLE) INDEX........................ 100.00 102.29 94.26 96.84 86.50 88.90

--------
* Assumes $100 invested on August 2, 2000 in stock or index, including
reinvestment of dividends. Fiscal year ending December 31.

DEF 14A 24th Page of 38 TOC 1st Previous Next ↓Bottom Just 24th
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of a registered class of the
Company's equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of Class A common stock and other equity
securities of the Company. Directors, executive officers and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) reports they file. Based solely on its review of the
copies of such forms received by it, or written representation from certain
reporting persons that no Form 5s were required for those persons, the Company
believes that all reporting requirements under Section 16(a) for the 2000
fiscal year were met in a timely manner by its directors, executive officers
and greater than 10% beneficial owners.

REPORT OF AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act or the Exchange Act, except to
the extent Entravision specifically incorporates this report by reference
therein.

The Audit Committee Charter, adopted by the Board on July 24, 2000, which
reflects the standards set forth in new SEC regulations and the rules of the
Exchange, is included as Annex A hereto.

As set forth in more detail in the charter, the Audit Committee's primary
duties and responsibilities are:

. Serve as an independent objective party to monitor the Company's
financial reporting process and internal control system.

. Review and appraise the audit efforts of the Company's independent
accountants and internal auditing department.

. Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board.

The duties and responsibilities of a member of the Audit Committee are in
addition to his or her duties as a member of the Board.

The Audit Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under its charter. To carry
out its responsibilities, the Audit Committee met once during the 2000 fiscal
year.

In overseeing the preparation of Entravision's financial statements, the
Audit Committee met with both management and Entravision's outside auditors to
review and discuss all financial statements prior to their issuance and to
discuss significant accounting issues. Management advised the Audit Committee
that all financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee discussed the
statements with both management and the outside auditors. The Audit
Committee's review included discussion with the outside auditors of matters
required to be discussed pursuant to Statements on Auditing Standards No. 61
and 90 (Communication with Audit Committees).

With respect to Entravision's outside auditors, the Audit Committee, among
other things, discussed with McGladrey & Pullen, LLP matters relating to its
independence, including the written disclosures made to the Audit Committee as
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees).

On the basis of these reviews and discussions, the Audit Committee
recommended to the Board that the Board approve the inclusion of Entravision's
audited financial statements in Entravision's Annual Report on Form 10-K for
the 2000 fiscal year for filing with the SEC.

Submitted by the Audit Committee:

Michael S. Rosen
Esteban E. Torres

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STOCKHOLDER PROPOSALS

From time to time stockholders present proposals which may be proper
subjects for inclusion in a proxy statement and for consideration at an annual
meeting. Under the rules of the SEC, to be included in the Proxy Statement for
the 2002 annual meeting of stockholders, proposals must be received by the
Company no later than December 10, 2001.

FORM 10-K

The Company filed an Annual Report on Form 10-K with the SEC on March 28,
2001. A copy of the Form 10-K has been mailed to all stockholders along with
this Proxy Statement. Stockholders may obtain additional copies of the Form
10-K and the exhibits thereto, without charge, by writing to Michael G.
Rowles, Senior Vice President and General Counsel of the Company, at the
Company's principal executive offices at the 2425 Olympic Boulevard,
Suite 6000 West, Santa Monica, California 90404.

OTHER MATTERS

Management does not know of any matters to be presented at the 2001 Annual
Meeting other than those set forth herein and in the Notice accompanying this
Proxy Statement. If a stockholder vote is necessary to transact any other
business at the 2001 Annual Meeting, the proxyholders intend to vote their
proxies in accordance with their best judgment related to such business.

It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. YOU ARE, THEREFORE, URGED TO EXECUTE
PROMPTLY AND RETURN THE ACCOMPANYING PROXY IN THE ENVELOPE THAT HAS BEEN
ENCLOSED FOR YOUR CONVENIENCE. Stockholders who are present at the meeting may
revoke their proxies and vote in person or, if they prefer, may abstain from
voting in person and allow their proxies to be voted.

By Order of the Board of Directors,

/s/ Walter F. Ulloa
Walter F. Ulloa
Chairman and Chief Executive Officer

April 10, 2001
Santa Monica, California

DEF 14A 26th Page of 38 TOC 1st Previous Next ↓Bottom Just 26th
ANNEX A

ENTRAVISION COMMUNICATIONS CORPORATION

AUDIT COMMITTEE CHARTER
JULY 24, 2000

I. Purpose

The primary function of the Audit Committee is to assist the Board in
fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Company to any governmental
body or the public; the Company's systems of internal controls regarding
finance, accounting, legal compliance and ethics that management and the Board
have established; and the Company's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Company's policies, procedures and practices at all levels.
The Audit Committee's primary duties and responsibilities are:

. Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system.

. Review and appraise the audit efforts of the Company's independent
accountants and internal auditing department.

. Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing
department and the Board.

The duties and responsibilities of a member of the Audit Committee are in
addition to his or her duties as a member of the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. Composition

The Audit Committee shall be comprised of three (3) or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Audit
Committee. (Examples of directors who would not be considered independent
under the rules of the New York Stock Exchange ("NYSE") are set forth in Annex
I hereto.) If a director, who is a past employee of the Company or an
immediate family member of a past executive officer of the Company or its
affiliates, but who is precluded from being independent because he or she
violates the three year restriction in Annex I hereto, such a director may be
appointed to the Audit Committee, if the Board determines in its business
judgment that membership on the Committee by the individual is required by the
best interest of the Company and its stockholders, and the Board discloses in
the next annual proxy statement subsequent to such determination, the nature
of the relationship and the reasons for that determination. Furthermore, a
director who has a direct business relationship with the Company, or who is a
partner, controlling shareholder, or executive officer of an organization that
has a business relationship with the Company, may be considered independent if
the Board determines in its business judgment that the relationship does not
interfere with the director's exercise of independent judgment.

As required by the rules of the NYSE, all members of the Audit Committee
shall be financially literate, or become so literate within a reasonable
period of time after his or her appointment. The definition of "literacy" is
open to interpretation of the Board in its business judgment. In addition, at
least one (1) member of the Audit Committee shall have had accounting or
related financial management expertise as interpreted in the business judgment
of the Board. Audit Committee members may enhance their familiarity with
finance and accounting by participating in educational programs conducted by
the Company or an outside consultant.

A-1

DEF 14A 27th Page of 38 TOC 1st Previous Next ↓Bottom Just 27th
The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board and shall serve until their
successors shall be duly elected and qualified. Unless a chair is elected by
the full Board, the members of the Audit Committee may designate a chair by
majority vote of the full Audit Committee membership.

III. Meetings

The Audit Committee shall meet at least four (4) times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee should meet at least annually with
management, the director of the internal auditing department and the
independent accountants in separate executive sessions to discuss any matters
that the Audit Committee or each of these groups believe should be discussed
privately. In addition, the Audit Committee or at least its chair should meet
with the independent accountants and management quarterly or review the
Company's financials consistent with Section IV below.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the Company's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion or review rendered
by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

4. Review filings with the Securities and Exchange Commission and other
published documents containing the Company's financial statements and
consider whether the disclosure contained in the documents is consistent
with the information contained in the financial statements.

5. Review with financial management and the independent accountants the
Company's Quarterly Reports on Form 10-Q prior to filing or prior to the
release of earnings. The Chair of the Audit Committee may represent the
entire Audit Committee for purposes of this review.

Independent Accountants

1. The independent accountants shall be accountable to the Board and the
Audit Committee, as representatives of the Company's stockholders. The
Audit Committee shall have the authority and the responsibility to
recommend to the Board of Directors the selection of the independent
accountants, considering the independence and effectiveness of such
accountants (or to nominate the independent accountants to be proposed
for stockholder approval) and to approve the fees and other compensation
to be paid to the independent accountants.

2. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants.

3. On an annual basis, the Audit Committee shall ensure receipt from the
independent accountants of a formal written statement delineating all
relationships between the independent accountants and the Company,
consistent with Independence Standards Board Standard 1. On an annual
basis, the Committee shall review such statement and discuss with the
accountants any disclosed relationships or services that may impact the
objectivity and independence of the independent accountants. The
Committee shall be responsible for taking, or recommending that the full
Board take, appropriate action in response to the outside auditor's
report to satisfy itself of the auditor's independence.

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4. Meet with the independent accountants and financial management of the
Company to review the scope of the proposed audit for the current year
and the audit procedures to be utilized.

5. At the conclusion of the audit, meet with the independent accountants to
review the audit, their comments and recommendations.

6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.

Financial Reporting Processes

1. In consultation with the independent accountants and the internal
auditors, review the integrity of the Company's financial reporting
processes, both internal and external.

2. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

3. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
independent accountants, management or the internal auditing department.

Process Improvement

1. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

2. Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.

3. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.

4. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee,
have been implemented. (This review should be conducted at an
appropriate time subsequent to implementation of changes or
improvements, as decided by the Audit Committee.)

Ethical and Legal Compliance

1. Establish, review and update periodically a Code of Ethical Conduct (the
"Code") and ensure that management has established a system to enforce
the Code.

2. Review management's monitoring of the Company's compliance with the
Code, and ensure that management has the proper review system in place
to ensure that the Company's financial statements, reports and other
financial information disseminated to governmental organizations, and
the public satisfy legal requirements.

3. Review activities, Company structure and qualifications of the internal
audit department.

4. Review, with the Company's counsel, legal compliance matters including
corporate securities trading policies.

5. Review, with the Company's counsel, any legal matter that could have a
significant impact on the organization's financial statements.

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General

1. Submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each Audit Committee meeting with, the Board of
Directors.

2. Investigate any matter brought to the attention of the Audit Committee
within the scope of its duties, with the power to retain outside
independent counsel, accountants, or others for this purpose if, in its
judgment, that is appropriate.

3. Prepare the Audit Committee Report required to be included in the
Company's annual proxy statement by the rules of the Securities and
Exchange Commission.

4. Perform any other activities consistent with this Charter, the Company's
Bylaws and governing law, as the Audit Committee or the Board deems
necessary or appropriate.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
accountants. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent accountants or to assure compliance with laws and regulations and
the Company's Code of Ethical Conduct.

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ANNEX I

The following persons would not be considered independent under the rules of
the New York Stock Exchange:

1. A director being employed by the corporation or any of its affiliates
for the current year or any of the past three years.

2. A director who has a direct business relationship with the Company.

3. A director being a member of immediate family of an individual who is,
or has been in any of the past three years, employed by the corporation
or any of its affiliates as an executive officer. "Immediate family"
includes a person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-
law, and anyone who resides in such person's home.

4. A director being a partner in, or a controlling shareholder or an
executive officer of, any for profit business organization that has a
business relationship with the Company.

5. A director being employed as an executive of another entity where any of
the Company's executives serve on that entity's compensation committee.

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ANNEX B

ENTRAVISION COMMUNICATIONS CORPORATION

2001 EMPLOYEE STOCK PURCHASE PLAN

Section 1. Purpose of the Plan. The Plan was adopted by the Board on April 4,
2001. The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the
Company by purchasing Stock from the Company on favorable terms and to pay for
such purchases through payroll deductions. The Plan is intended to qualify
under Section 423 of the Code.

Section 2. Administration of the Plan.

(a) Composition. The Plan shall be administered by the Committee. The
Committee shall consist exclusively of two (2) or more directors of the
Company, who shall be appointed by the Board. Unless otherwise voted upon by
the Board, the Committee shall consist of the members of the Compensation
Committee of the Board.

(b) Committee Responsibilities. The Committee shall interpret the Plan and
make all other policy decisions relating to the operation of the Plan. The
Committee may adopt such rules, guidelines and forms as it deems appropriate
to implement the Plan. The Committee's determinations under the Plan shall be
final and binding on all persons.

Section 3. Enrollment and Participation.

(a) Offering Periods. While the Plan is in effect, two (2) Offering Periods
shall commence in each calendar year. The Offering Periods shall consist of
the six (6) month periods commencing on each February 15 and August 15. The
first (1st) Offering Period shall commence on August 15, 2001.

(b) Enrollment. Any individual who, on the day preceding the first (1st) day
of an Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall
be filed with the Company at the prescribed location not later than ten (10)
business days prior to the commencement of such Offering Period.

(c) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 5(a) below or reaches
the end of the Offering Period in which his or her employee contributions were
discontinued under Section 4(d) below or Section 8(b) below. A Participant who
discontinued employee contributions under Section 4(d) below or withdrew from
the Plan under Section 5(a) below may again become a Participant, if he or she
then is an Eligible Employee, by following the procedure described in Section
3(b) above. A Participant whose employee contributions were discontinued
automatically under Section 8(b) below shall automatically resume
participation at the beginning of the earliest Offering Period ending in the
next calendar year, if he or she then is an Eligible Employee.

Section 4. Employee Contributions.

(a) Frequency of Payroll Deductions. A Participant may purchase shares of
Stock under the Plan solely by means of payroll deductions. Payroll
deductions, as designated by the Participant pursuant to Section 4(b) below,
shall occur on each payday during participation in the Plan.

(b) Amount of Payroll Deductions. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she
elects to have withheld for the purchase of Stock. Such portion shall be a
whole percentage of the Eligible Employee's Compensation, but not less than
one percent (1%) nor more than fifteen percent (15%).

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(c) Changing Withholding Rate. If a Participant wishes to change the rate of
payroll withholding, he or she may do so by filing a new enrollment form with
the Company at the prescribed location at any time. The new withholding rate
shall be effective as soon as reasonably practicable after such form has been
received by the Company. The new withholding rate shall be a whole percentage
of the Eligible Employee's Compensation, but not less than one percent (1%)
nor more than fifteen percent (15%).

(d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue
employee contributions entirely, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time.
Payroll withholding shall cease as soon as reasonably practicable after such
form has been received by the Company. In addition, employee contributions may
be discontinued automatically pursuant to Section 8(b) below. A Participant
who has discontinued employee contributions may resume such contributions by
filing a new enrollment form with the Company at the prescribed location.
Payroll withholding shall resume as soon as reasonably practicable after such
form has been received by the Company.

Section 5. Withdrawal from the Plan.

(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing
the prescribed form with the Company at the prescribed location at any time
before the last day of an Offering Period. As soon as reasonably practicable
thereafter, payroll deductions shall cease and the entire amount credited to
the Participant's Plan Account shall be refunded to him or her in cash,
without interest. No partial withdrawals shall be permitted.

(b) Re-Enrollment after Withdrawal. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the
Plan under Section 3(c) above. Re-enrollment may be effective only at the
commencement of an Offering Period.

Section 6. Change in Employment Status.

(a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a) above. A transfer from one
Participating Company to another shall not be treated as a termination of
employment.

(b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick
leave or another bona fide leave of absence, if the leave was approved by the
Company in writing. Employment, however, shall be deemed to terminate ninety
(90) days after the Participant goes on a leave, unless a contract or statute
guarantees his or her right to return to work. Employment shall be deemed to
terminate in any event when the approved leave ends, unless the Participant
immediately returns to work.

(c) Death. In the event of the Participant's death, the amount credited to
his or her Plan Account shall be paid to a beneficiary designated by him or
her for this purpose on the prescribed form or, if none, to the Participant's
estate. Such form shall be valid only if it was filed with the Company at the
prescribed location before the Participant's death.

Section 7. Plan Accounts and Purchase of Shares.

(a) Plan Accounts. The Company shall maintain a Plan Account on its books in
the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to
the Participant's Plan Account. Amounts credited to Plan Accounts shall not be
trust funds and may be commingled with the Company's general assets and
applied to general corporate purposes. No interest shall be credited to Plan
Accounts.

(b) Purchase Price. The Purchase Price for each share of Stock purchased at
the close of an Offering Period shall be the lower of:

(i) eighty-five percent (85%) of the Fair Market Value of such share on
the last trading day in such Offering Period; or

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(ii) eighty-five percent (85%) of the Fair Market Value of such share on
the last trading day before the commencement of such Offering Period.

(c) Number of Shares Purchased. As of the last day of each Offering Period,
each Participant shall be deemed to have elected to purchase the number of
shares of Stock calculated in accordance with this Section 7(c), unless the
Participant has previously elected to withdraw from the Plan in accordance
with Section 5(a) above. The amount then in the Participant's Plan Account
shall be divided by the Purchase Price, and the number of shares that results
shall be purchased from the Company with the funds in the Participant's Plan
Account. The foregoing notwithstanding, no Participant shall purchase more
than twenty-five thousand (25,000) shares of Stock with respect to any
Offering Period nor more than the amounts of Stock set forth in Section 8(b)
below and Section 13(a) below. The Committee may determine with respect to all
Participants that any fractional share, as calculated under this Section 7(c),
shall be (i) rounded down to the next lower whole share or (ii) credited as a
fractional share. Unless otherwise determined by the Committee, all fractional
shares shall be rounded down to the next lower whole share.

(d) Available Shares Insufficient. In the event that the aggregate number of
shares that all Participants elect to purchase during an Offering Period
exceeds the maximum number of shares remaining available for issuance under
Section 13(a) below, then the number of shares to which each Participant is
entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares that
such Participant has elected to purchase and the denominator of which is the
number of shares that all Participants have elected to purchase.

(e) Issuance of Stock. Certificates representing the shares of Stock
purchased by a Participant under the Plan shall be issued to him or her as
soon as reasonably practicable after the close of the applicable Offering
Period, except that the Committee may determine that such shares shall be held
for each Participant's benefit by a broker designated by the Committee (unless
the Participant has elected that certificates be issued to him or her). Shares
may be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship
or as community property.

(f) Unused Cash Balances. Any amount remaining in the Participant's Plan
Account that represents the Purchase Price for a fractional share shall be
carried over in the Participant's Plan Account to the next Offering Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares that could not be purchased by reason of
Section 7(c) above, Section 8(b) below or Section 13(a) below shall be
refunded to the Participant in cash, without interest.

(g) Stockholder Approval. Any other provision of the Plan notwithstanding,
no shares of Stock shall be purchased under the Plan unless and until the
Company's stockholders have approved the adoption of the Plan.

Section 8. Limitations on Stock Ownership.

(a) Five Percent (5%) Limit. Any other provision of the Plan
notwithstanding, no Participant shall be granted a right to purchase Stock
under the Plan if such Participant, immediately after his or her election to
purchase such Stock, would own stock possessing more than five percent (5%) of
the total combined voting power or value of all classes of stock of the
Company or any parent or Subsidiary of the Company. For purposes of this
Section 8(a), the following rules shall apply:

(i) ownership of stock shall be determined after applying the attribution
rules of Section 424(d) of the Code;

(ii) each Participant shall be deemed to own any stock that he or she has
a right or option to purchase under this or any other plan; and

(iii) each Participant shall be deemed to have the right to purchase
twenty-five thousand (25,000) shares of Stock under this Plan with respect
to each Offering Period.

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(b) Dollar Limit. Any other provision of the Plan notwithstanding, no
Participant shall purchase Stock with a Fair Market Value in excess of Twenty-
Five Thousand Dollars ($25,000) per calendar year (under this Plan and all
other employee stock purchase plans of the Company or any Subsidiary of the
Company). For purposes of this Section 8(b), the Fair Market Value of Stock
shall be determined in each case as of the beginning of the Offering Period in
which such Stock is purchased. Employee stock purchase plans not described in
Section 423 of the Code shall be disregarded. If a Participant is precluded by
this Section 8(b) from purchasing additional Stock under the Plan, then his or
her employee contributions shall automatically be discontinued and shall
resume at the beginning of the earliest Offering Period ending in the next
calendar year (if he or she then is an Eligible Employee).

Section 9. Rights Not Transferable. The rights of any Participant under the
Plan, or any Participant's interest in any Stock or moneys to which he or she
may be entitled under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or in any other manner other
than by beneficiary designation or the laws of descent and distribution. If a
Participant in any manner attempts to transfer, assign or otherwise encumber
his or her rights or interest under the Plan, other than by beneficiary
designation or the laws of descent and distribution, then such act shall be
treated as an election by the Participant to withdraw from the Plan under
Section 5(a) above.

Section 10. No Rights as an Employee. Nothing in the Plan or in any right
granted under the Plan shall confer upon the Participant any right to continue
in the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the
Participating Companies or of the Participant, which rights are hereby
expressly reserved by each, to terminate his or her employment at any time and
for any reason, with or without cause.

Section 11. No Rights as a Stockholder. A Participant shall have no rights as
a stockholder with respect to any shares of Stock that he or she may have a
right to purchase under the Plan until such shares have been purchased on the
last day of the applicable Offering Period.

Section 12. Securities Law Requirements. Shares of Stock shall not be issued
under the Plan unless the issuance and delivery of such shares comply with (or
are exempt from) all applicable requirements of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations and the
regulations of any stock exchange or other securities market on which the
Company's securities may then be traded.

Section 13. Stock Offered Under the Plan.

(a) Authorized Shares. The aggregate number of shares of Stock available for
purchase under the Plan shall be six hundred thousand (600,000), subject to
adjustment pursuant to this Section 13. In addition, there shall be an annual
increase of (i) an additional 600,000 shares of Stock on the first (1st) day
of each calendar year for the next ten (10) calendar years after the adoption
of this Plan beginning on January 1, 2002 or (ii) such lesser number of shares
as is determined by the Board.

(b) Antidilution Adjustments. The aggregate number of shares of Stock
offered under the Plan, the twenty-five thousand (25,000) share limitation
described in Section 7(c) and the price of shares that any Participant has
elected to purchase shall be adjusted proportionately by the Committee for any
increase or decrease in the number of outstanding shares of Stock resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, any other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, the distribution of the
shares of a Subsidiary to the Company's stockholders or a similar event.

(c) Reorganizations. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Offering Period then in progress shall terminate and shares shall be purchased
pursuant to Section 7 above, unless the Plan is assumed by the surviving
corporation or its parent

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corporation pursuant to the plan of merger or consolidation. The Plan shall in
no event be construed to restrict in any way the Company's right to undertake
a dissolution, liquidation, merger, consolidation or other reorganization.

Section 14. Amendment or Discontinuance. The Board shall have the right to
amend, suspend or terminate the Plan at any time and without notice. Except as
provided in Section 13 above, any additional increase in the aggregate number
of shares of Stock to be issued under the Plan shall be subject to approval by
a vote of the stockholders of the Company. In addition, any other amendment of
the Plan shall be subject to approval by a vote of the stockholders of the
Company to the extent required by an applicable law or regulation.

Section 15. Definitions.

(a) "Board" means the Board of Directors of the Company, as constituted from
time to time.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Company" means Entravision Communications Corporation, a Delaware
corporation.

(e) "Compensation" means (i) the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions, overtime pay and shift premiums, plus
(ii) any pre-tax contributions made by the Participant under Section 401(k) or
Section 125 of the Code. "Compensation" shall exclude all non-cash items,
moving or relocation allowances, cost-of-living equalization payments, car
allowances, tuition reimbursements, imputed income attributable to cars or
life insurance, severance pay, fringe benefits, contributions or benefits
received under employee benefit plans, income attributable to the exercise of
stock options and similar items. The Committee shall determine whether a
particular item is included in Compensation.

(f) "Corporate Reorganization" means:

(i) the consummation of a merger or consolidation of the Company with or
into another entity, or any other corporate reorganization; or

(ii) the sale, transfer or other disposition of all or substantially all
of the Company's assets or the complete liquidation or dissolution of the
Company.

(g) "Eligible Employee" means any employee of a Participating Company who
meets both of the following requirements:

(i) his or her customary employment is for more than five (5) months per
calendar year and for more than twenty (20) hours per week; and

(ii) he or she has been an employee of a Participating Company for not
less than six (6) consecutive months.

The foregoing notwithstanding, an individual shall not be considered an
Eligible Employee if his or her participation in the Plan is prohibited by the
law of any country which has jurisdiction over him or her or if he or she is
subject to a collective bargaining agreement that does not provide for
participation in the Plan.

(h) "Fair Market Value" shall be equal to the closing price of the Stock as
reported by the New York Stock Exchange for such date. Whenever possible, the
determination of Fair Market Value by the Committee shall be based on the
prices reported in the Wall Street Journal, Western Edition, or as reported
directly to the Company by the New York Stock Exchange. Such determination
shall be conclusive and binding on all persons.

(i) "Offering Period" means a six (6) month period with respect to which the
right to purchase Stock may be granted under the Plan, as determined pursuant
to Section 3(a) above.

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(j) "Participant" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 3(b) above.

(k) "Participating Company" means (i) the Company and (ii) each present
Subsidiary of the Company and each future Subsidiary designated by the
Committee as a Participating Company.

(l) "Plan" means this Entravision Communications Corporation 2001 Employee
Stock Purchase Plan, as it may be amended from time to time.

(m) "Plan Account" means the account established for each Participant
pursuant to Section 7(a) above.

(n) "Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 7(b) above.

(o) "Stock" means the Class A Common Stock of the Company.

(p) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

Section 16. Execution. To record the adoption of the Plan by the Board on
April 4, 2001, the Company has caused its authorized officer to execute the
same.

ENTRAVISION COMMUNICATIONS CORPORATION

By: /s/ Walter F. Ulloa
_____________________________________
Walter F. Ulloa,
Chairman and Chief Executive Officer

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ENTRAVISION COMMUNICATIONS CORPORATION
2001 ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ENTRAVISION COMMUNICATIONS CORPORATION

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of 2001 Annual Meeting of Stockholders and the Proxy Statement and
appoints Walter F. Ulloa and Philip C. Wilkinson, and each of them, the
attorneys and proxies of the undersigned, each with full power of
substitution, to vote all the shares of common stock of Entravision
Communications Corporation (the "Company") which the undersigned is entitled
to vote, either on his or her own behalf or on behalf of any entity or
entities, at the 2001 Annual Meeting of Stockholders of the Company (the "2001
Annual Meeting") to be held at Le Merigot, 1740 Ocean Avenue, Santa Monica,
California 90404 at 10 a.m. on May 10, 2001, and at any adjournments or
postponements thereof, with the same force and effect as the undersigned might
or could do if personally present thereat. The shares represented by this
Proxy shall be voted in the manner set forth below:

1.A. To elect Class A/B directors to serve for a term ending at the 2002
Annual Meeting of Stockholders or until his successor is duly elected and
qualified.

[Download Table]

Walter F. Ulloa [ ] FOR [ ] WITHHOLD
Philip C. Wilkinson [ ] FOR [ ] WITHHOLD
Paul A. Zevnik [ ] FOR [ ] WITHHOLD
Darryl B. Thompson [ ] FOR [ ] WITHHOLD
Amador S. Bustos [ ] FOR [ ] WITHHOLD
Michael S. Rosen [ ] FOR [ ] WITHHOLD
Esteban E. Torres [ ] FOR [ ] WITHHOLD

1.B. To elect Class C directors to serve for a term ending at the 2002 Annual
Meeting of Stockholders or until his successor is duly elected and
qualified.

[Download Table]

Andrew W. Hobson [ ] FOR [ ] WITHHOLD
Michael D. Wortsman [ ] FOR [ ] WITHHOLD

DEF 14A Last Page of 38 TOC 1st Previous Next ↓Bottom Just 38th
2. Approval of Company's 2001 Employee Stock Purchase Plan.

[Download Table]

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of the appointment of McGladrey & Pullen, LLP as independent
auditors of the Company for the 2001 fiscal year.

[Download Table]

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other
business that properly may come before the 2001 Annual Meeting and any
adjournments thereof.

The Company's Board of Directors recommends a vote for the election of the
Class A/B directors and the Class C directors listed above and a vote for each
of the listed proposals. If no instruction to the contrary is indicated, this
Proxy will be voted for the election of the directors listed above and each of
Proposals 2 and 3.

Dated:
,
2001

---------------------
Signature

---------------------
Signature if jointly
held (if joint or
common ownership)

Please sign exactly
as name or names
appear at left,
including the title
"Executor,"
"Guardian," etc. if
the same is
indicated. When
joint names appear
both should sign. If
stock is held by a
corporation, this
Proxy should be
executed by a proper
officer thereof,
whose title should
be given.

Please mark, sign, date and return this card in the enclosed postage-paid
envelope today.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/30/21	18
	8/9/02	20
	1/1/02	8	34
	12/31/01	2	11	10-K, 11-K
	12/10/01	25
	8/15/01	8	31
For Period End:	5/10/01	2	37
	4/10/01	2	25
Filed on:	4/9/01
	4/4/01	8	36
	3/30/01	2	16
	3/28/01	25		10-K405
	2/15/01	13		SC 13G
	12/31/00	6	23	10-K405
	12/29/00	15
	11/28/00	13
	8/3/00	4
	8/2/00	18	23	424B4
	8/1/00	14	19
	7/31/00	14	19
	7/24/00	7	26
	1/1/00	19
				List all Filings

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Filing Submission 0000944209-01-500101 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Entravision Communications Corp – ‘DEF 14A’ for 5/10/01

On: Monday, 4/9/01, at 2:03pm ET · For: 5/10/01 · Accession #: 944209-1-500101 · File #: 1-15997

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 4/15/02 for 5/16/02 · Latest: ‘DEF 14A’ on 4/29/24 for 5/30/24

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents