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(1)

Estimated solely for purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, based on the average high and low prices of Entravision’s Class A common stock as reported by The New York Stock Exchange on January 13, 2003.

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Q.

What assets will Big City Radio sell to Entravision? (See page 39)

A.

Big City Radio has agreed to sell its three Los Angeles area radio stations, which broadcast as KLYY-FM, KVYY-FM and KSYY-FM, and related assets, to Entravision.

Q.

What will Big City Radio receive for the assets being sold to Entravision?  (See page 40)

A.

When the asset sale is completed, Big City Radio will receive from Entravision $100 million in cash and 3,766,478 shares of Entravision’s Class A common stock, which will be listed on The New York Stock Exchange. The number of shares of Entravision’s Class A common stock to be issued to Big City Radio is fixed. Big City Radio’s agreement with Entravision does not contain any price adjustment provisions to protect Big City Radio against a decline in the value of Entravision’s Class A common stock before the asset sale is completed.

Q.

Why is Big City Radio selling these assets? (See page 28)

A.

Big City Radio is selling the Los Angeles area radio stations to Entravision and its remaining radio stations to other buyers in an auction process to raise the funds necessary to pay all principal of, and accrued and unpaid interest on, its 11¼% senior discount notes due 2005. As of January 15, 2003, Big City Radio owed holders of the senior notes approximately $190.7 million, consisting of $174 million of principal and approximately $16.7 million of accrued and unpaid interest.

Q.

Will I receive any of the cash or stock to be paid to Big City Radio by Entravision? (See page 34)

A.

Big City Radio’s board of directors has not determined the disposition of any consideration to be received from Entravision or the other buyers which remains after Big City Radio repays its senior notes and satisfies its other liabilities and obligations, including estimated federal, state and local income taxes in connection with the asset sales and other matters of approximately $14.4 million, after the application of available net operating loss carryforwards. At this time, Big City Radio cannot determine whether any distributions will be made to its stockholders, whether under a plan of dissolution or otherwise. Any distributions to stockholders will depend on various factors, some of which are not within Big City Radio’s control. Because of these uncertainties, Big City Radio cannot assure its stockholders that it will have any assets available for distribution to its stockholders from the proceeds of the asset sales or, if it does have assets available for distribution, that it will make a distribution of any or all of such assets.

Q.

When will the asset sale to Entravision be completed? (See page 41)

A.

Big City Radio and Entravision expect to complete the asset sale on the 20th business day after the date this joint information statement/prospectus is first mailed to Big City Radio’s stockholders. The asset sale is subject to closing conditions, however, including Federal Communication Commission, or FCC, approval that must be obtained to complete the asset sale. Delays in obtaining FCC approval could delay the completion of the asset sale beyond the 20th business day following mailing. In addition, it is possible that the Asset Purchase Agreement with Entravision would be terminated if the required closing conditions have not been satisfied and the asset sale has not been completed by September 23, 2003.

Q.

Will there be a stockholder meeting or vote to approve the asset sale to Entravision? (See page 23)

A.

No. Big City Radio has already obtained stockholder approval of the asset sale by the written consent of the holders of a majority of the voting power of Big City Radio’s common stock. This stockholder approval will become effective 20 days after this joint information statement/prospectus is first mailed to Big City Radio’s stockholders. No vote or consent of any other stockholder of Big City Radio is necessary to complete this sale. Accordingly, Big City Radio is not soliciting any stockholder votes or consents by this joint information statement/ prospectus. This joint information statement/prospectus also serves as notice to Big City Radio’s stockholders under Section 228 of the

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Delaware General Corporation Law of the approval of the asset sale by less than unanimous written consent of its stockholders. BIG CITY RADIO IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND BIG CITY RADIO A PROXY.

Q.

What do I need to do now? (See page 23)

A.

You should review carefully this joint information statement/prospectus to consider how the matters discussed will affect you.

Q.

Am I entitled to dissenters’ rights of appraisal? (See page 38)

A.

No. Under Delaware law, which governs Big City Radio and the rights of its stockholders, Big City Radio stockholders are not entitled to dissenters’ rights of appraisal or other rights to demand fair value for their shares of Big City Radio by reason of the sale of assets to Entravision.

Q.

Where can I find more information about Big City Radio and Entravision?  (See page 112)

A.

More information about Big City Radio and Entravision is available from various sources described in this joint information statement/prospectus under “Where You Can Find More Information.”

Q.

Who can help answer my additional questions?

A.

If you have any additional questions about the asset sale to Entravision, or would like additional copies of this joint information statement/prospectus, you should contact:

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the FCC may seek to oppose, or impose conditions on, the asset sale to Entravision, which could delay the closing and increase the risk that the holders of Big City Radio's senior notes may seek to exercise their remedies against Big City Radio;

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failure to complete the asset sale to Entravision could negatively affect Big City Radio’s ability to sell its Los Angeles area radio stations to another buyer on terms or by a date necessary to enable it to repay its senior notes;

•

Big City Radio’s forbearance agreement with some of the holders of its senior notes may not prevent the noteholders or the indenture trustee from exercising remedies against Big City Radio before the asset sale to Entravision is completed; and

•

the value of Entravision’s Class A common stock to be issued to Big City Radio when the asset sale is completed could be less than the value at the time the Asset Purchase Agreement was signed.

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(1)

Non-cash stock-based compensation consists primarily of compensation expense relating to stock awards granted to Entravision’s employees and consultants and vesting of the intrinsic value of unvested options exchanged in Entravision’s acquisition of Z-Spanish Media Corporation in August 2000.

(2)

Represents non-cash interest expense charges related to the estimated intrinsic value of the conversion options contained in Entravision’s convertible subordinated note to Univision in the amount of $31.6 million in 2000 and $2.5 million in 1999, and the conversion option feature in Entravision’s convertible subordinated note in the amount of $8.1 million in 2000.

(3)

Pro forma net loss applicable to common stock and pro forma basic and diluted net loss per share give effect to Entravision’s reorganization from a limited liability company to a C corporation for federal and state income tax purposes and assume that Entravision was subject to corporate income taxes at an effective combined federal and state income tax rate of 40% before the effect of amortization of non-tax deductible goodwill, non-cash stock-based compensation and non-cash interest expense for each of the three years in the period ended December 31, 1999. The December 31, 2000 statement of operations reflects operations and the related income tax benefit as a C corporation for the period subsequent to Entravision’s reorganization. Pro forma income tax expense is presented for the period from January 1, 2000 through the August 2, 2000 reorganization on the same basis as the preceding years.

(4)

Broadcast cash flow means operating income (loss) before corporate expenses, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. Entravision uses the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. Entravision evaluates and projects the liquidity and cash flows of its business using several measures, including broadcast cash flow and EBITDA as adjusted. Entravision considers these measures as important indicators of liquidity relating to the company’s operations, as they eliminate the effects of non-cash depreciation and amortization and non-cash stock-based compensation awards. Entravision uses these measures to evaluate liquidity and cash flows improvement from year to year as they eliminate non-cash expense items. Entravision believes its investors should use these measures because they may provide a better comparability of Entravision’s liquidity to that of its competitors. While Entravision and many in the financial community consider broadcast cash flow and EBITDA as adjusted to be important, they should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as operating income and net income. In addition, Entravision’s definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.

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(1)

Big City Radio acquired substantially all of the assets of WWHB-FM on April 1, 1997 and WZVU-FM on June 5, 1997 and commenced operations of these stations under a local marketing agreement during December 1996. WWHB-FM and WZVU-FM together with WRGX-FM form a single trimulcast station. The financial statements include the operations of this station since December 1996.

(2)

Big City Radio acquired all of the stock of Radio New Jersey, owner of the FCC licenses of WRNJ-FM and WRNJ-AM on August 14, 1998. Simultaneously at the closing, Big City Radio sold substantially all of the assets of WRNJ-AM to one of the existing stockholders of Radio New Jersey. The remaining WRNJ-FM operates on 107.1 FM and was added to Big City Radio’s New Country Y-107 trimulcast under a local marketing agreement, effective April 28, 1998. The financial statements include the operations of WRNJ-FM since April 1998.

(3)

Big City Radio acquired substantially all of the assets of WCBR-FM and WLRT-FM on August 4 and 7, 1998, respectively. The operations of these stations have been included in the consolidated statements of operations from these dates.

(4)

Big City Radio acquired substantially all of the assets of WDEK-FM and WLBK-AM on February 25, 1999. The financial statements include the operations of these stations from that date.

(5)

Big City Radio acquired substantially all of the assets of KEDJ-FM and KDDJ-FM on July 31, 1999, KBZR-FM on September 22, 1999 and KMYL-FM on September 29, 1999. The operations of these stations have been included in the consolidated statements of operations from these dates.

(6)

Big City Radio acquired substantially all of the assets of United Publishers of Florida, Inc. on November 8, 2000. The financial statements include the operations of United Publishers of Florida, Inc. from that date.

(7)

Big City Radio sold substantially all of the assets of KEDJ-FM, KDDJ-FM, KBZR-FM and KSSL-FM on October 31, 2001. The financial statements include the operations of these stations from their date of acquisition to October 31, 2001, the date on which they were sold. For the year ended December 31, 2001, the gain on sale of stations represents the gain on sales of these stations.

(8)

During 2001, Big City Radio ceased the development and operation of its internet portal, TodoAhora.com. For the year ended December 31, 2001, the impairment loss on goodwill represents the write-off of internet goodwill.

(9)

In June 2002, Big City Radio discontinued its publishing operations. Big City Radio’s consolidated financial statements for all periods presented have been adjusted to reflect the publishing operations as discontinued operations in accordance with SFAS No. 144.

(10)

Big City Radio failed to make a semi-annual interest payment on September 15, 2002 on its 11¼% senior discount notes due 2005. As a result of this payment default and an additional default existing under the senior notes, Big City Radio has reclassified the $174 million principal amount of the senior notes as current liabilities in accordance with SFAS No. 78, “Classification of Obligations that are Callable by a Creditor.”

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December 20, 2002 was the last day on which Big City Radio’s Class A common stock traded before the public announcement of the asset sale.

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delay completion of the asset sale and increase the risk that the holders of Big City Radio’s senior notes may seek to exercise their remedies against Big City Radio, which could result in Big City Radio having to seek protection from its creditors under the United States bankruptcy code;

•

diminish the anticipated benefits of the asset sale to Entravision and its stockholders, and to Big City Radio and its stockholders, by adversely affecting Entravision’s operations after completion of the transaction; and

•

result in additional transaction costs and other effects associated with uncertainty about the timing of the completion of the asset sale.

•

the noteholders that are parties to the forbearance agreement may refuse to extend the term of the agreement if, among other reasons, they determine that Big City Radio has not made satisfactory progress in selling its radio stations;

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the forbearance agreement is limited to existing defaults known to the noteholders as of November 13, 2002, and does not prevent the noteholders from exercising remedies for defaults unknown to the noteholders as of that date or arising after that date;

•

the noteholders may terminate the forbearance agreement upon a failure by Big City Radio to comply with the terms of the forbearance agreement;

•

the noteholders may terminate the forbearance agreement if Big City Radio or the buyer under any current asset purchase agreement, including the Asset Purchase Agreement, fails to comply with the terms of the applicable agreement, or if any such asset purchase agreement is terminated or modified in any material respect; and

•

remedies may be exercised by the trustee under the senior notes indenture or by the noteholders who are not parties to the forbearance agreement, none of whom is bound by the agreement.

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whether, in the judgment of Big City Radio’s board of directors, it is in the best interests of Big City Radio and its stockholders, to distribute any remaining assets to Big City Radio’s stockholders or to seek to deploy those assets into new operations;

•

the dates on which the asset sale with Entravision and the other pending Big City Radio station sales are completed;

•

whether these asset sales are completed;

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the prices at which Big City Radio is able to sell the shares of Entravision’s Class A common stock it will receive in the asset sale, if Big City Radio determines to sell some or all of these shares;

•

the amount of Big City Radio’s liabilities and other obligations to be paid in the future;

•

the resolution of pending litigation and other contingent liabilities;

•

the outcome of pending or proposed tax legislation; and

•

general business and economic conditions.

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limiting its ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of its growth strategy or other purposes; and

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placing Entravision at a disadvantage compared to those of its competitors who have less debt.

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incur additional debt and issue preferred stock;

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pay dividends and make other distributions;

•

make investments and other restricted payments;

•

create liens;

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sell assets; and

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enter into certain transactions with affiliates.

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elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

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terminate their commitments, if any, to make further extensions of credit.

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contact a wide range of potential buyers to gauge the level of interest in potential transactions with Big City Radio for its radio stations;

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prepare a confidential offering memorandum for prospective buyers presenting an overview of the Big City Radio stations, their markets and the potential opportunities for the potential buyers;

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assist in the due diligence process with all qualified interested parties that executed a customary confidentiality agreement;

•

coordinate meetings between Big City Radio’s management and interested parties that requested management meetings;

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organize and conduct the auction; and

•

keep management, the board of directors and holders of the senior notes regularly advised of the auction’s progress.

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the cash flow deficits and operating losses that Big City Radio was incurring, and expected to continue to incur, under its original business strategy, which would not generate funds sufficient to satisfy its payment obligations under its senior notes;

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the risks associated with continued execution of Big City Radio’s original strategic plan, if it were to continue to pursue this plan following the default on, and acceleration of, its senior notes, as an alternative to the auction sale of its radio stations, including, among other risks, those associated with remaining independent during a time of industrywide consolidation and the exposure of smaller, less well-capitalized companies to continued deterioration in the national and regional advertising markets;

•

the absence of alternative financing arrangements or transactions that would enable Big City Radio to raise the funds necessary to satisfy its payment obligations under its senior notes; and

•

the prospect that the auction process offered the most timely and achievable strategy to enable Big City Radio to satisfy its payment obligations under its senior notes and to obtain maximum value for its assets.

•

the results of Big City Radio’s auction process commenced in November 2002 and the intensive efforts made by Big City Radio management and Jorgenson to solicit indications of interest from third parties regarding a potential purchase of some or all of the assets of Big City Radio;

•

the value of the cash and stock consideration and liquidity of the shares of Entravision’s Class A common stock to be received upon completion of the asset sale, which would enhance Big City Radio’s ability to sell the stock consideration following the closing when it deems such sale appropriate and enable it to satisfy in a timely manner its payment obligations under its senior notes and other obligations;

•

historical information concerning the business, financial performance, condition, operations and results of operations, competitive position and trends and prospects of Entravision;

•

reports and other information filed by Entravision with the SEC;

•

Entravision’s financial ability to complete the asset sale;

•

the regulatory approvals required to consummate the asset sale and Big City Radio’s evaluation of the prospects for receiving those approvals;

•

the terms and conditions of the Asset Purchase Agreement, including the limited conditions to closing; and

•

the interests of Big City Radio officers and directors in the asset sale discussed below under “Interests of Big City Radio Executive Officers and Directors in the Asset Sale.”

•

the risk that the asset sale might not be completed in a timely manner;

•

the structure of the transaction as a sale of assets in which Entravision would assume only selected liabilities and in which Big City Radio would remain responsible for liabilities that are not assumed by Entravision, which could expose Big City Radio to liability for currently unanticipated claims that might be made in the future and could reduce amounts, if any, available for distribution to its stockholders;

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the value, as of the closing date of the asset sale, of the shares of Entravision’s Class A common stock to be received by Big City Radio, and the absence of any price adjustment provisions that might limit any decrease in such value as a result of fluctuations in the market price of the shares; and

•

the risks and uncertainties discussed under “Risk Factors.”

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Entravision will have the opportunity to strengthen and enhance its market position in the Los Angeles market, the largest Hispanic radio market in the United States, through the consolidation of its Super Estrella format on Big City Radio’s 107.1 FM, which is currently being simulcast on its 97.5 FM and 103.1 FM frequencies;

•

by consolidating its Super Estrella format on 107.1 FM, Entravision will be the only Spanish-language “pop rock” format in the Los Angeles market, and will have the opportunity to program its 97.5 FM and 103.1 FM frequencies with two new formats, giving Entravision a total of three revenue-producing formats in the approximately $900 million Los Angeles radio market;

•

based on current ownership interests in the market, Big City Radio’s 107.1 FM frequency will be one of the last available full-market FM signals in the Los Angeles market for sale in the foreseeable future and is superior to Entravision’s existing FM frequencies in Los Angeles;

•

Big City Radio’s 107.1 FM signal reaches 95% of the Hispanic population in Los Angeles;

•

Entravision will have the opportunity to benefit both economically and operationally from its existing infrastructure and experienced management in the Los Angeles market; and

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Entravision will operate the Los Angeles area radio stations prior to the closing of the asset sale under the Time Brokerage Agreement at no additional cost other than reimbursement of certain operating expenses.

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the judgment, advice and analyses of Entravision’s management with respect to the potential strategic, financial, competitive and operational benefits of the asset purchase, including Entravision management’s favorable recommendation of the terms of the Asset Purchase Agreement;

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the terms of the Asset Purchase Agreement, including total purchase price and allocation of the purchase price between cash and Entravision’s Class A common stock;

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the benefits of buying assets versus stock, including the tax benefit and the benefit of acquiring assets free and clear of liens and encumbrances with no assumption of liabilities other than specifically assumed contracts;

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the cash position and balance sheet liquidity of Entravision following completion of the asset sale, especially during periods of volatility in the financial markets;

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Entravision’s obligations, including financial covenants, under its bank credit facility and the indenture governing its senior subordinated notes;

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the financial condition of Big City Radio, its future business prospects and the perceived business, financial and competitive benefits to be obtained by acquiring Big City Radio’s Los Angeles area radio stations at this time; and

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the agreement of the principal stockholders of Big City Radio to vote in favor of the asset sale.

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the amount of the purchase price for the assets and the amount of Entravision’s total indebtedness, including compliance with the financial covenants under its debt instruments, following the payment of the cash portion of the purchase price;

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the risk that the transaction might not be completed in a timely manner or at all;

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the risk that regulatory agencies might prevent the asset sale or, in granting consent to the asset sale, might impose requirements that would compel Entravision to take actions that would reduce the benefits of the transaction;

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the transaction costs associated with the asset sale, whether or not the asset sale is completed;

•

the potential negative reaction of the financial community after announcement of the proposed transaction;

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the risk that some or all the potential benefits of the transaction may not be realized; and

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the other risks and uncertainties discussed under “Risk Factors.”

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Excludes stock consideration discussed below.

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whether, in the judgment of Big City Radio’s board of directors, it is in the best interests of Big City Radio and its stockholders to distribute any remaining assets to stockholders or seek to deploy those assets into new operations;

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the dates on which the Entravision asset sale and the other pending Big City Radio station sales are completed;

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whether these asset sales are completed;

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the prices at which Big City Radio is able to sell the shares of Entravision’s Class A common stock it will receive in the asset sale, if Big City Radio determines to sell some or all of these shares;

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the amount of Big City Radio’s liabilities and other obligations to be paid in the future;

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the resolution of pending litigation and other contingent liabilities;

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the outcome of pending or proposed tax legislation; and

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general business and economic conditions.

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each officer, director, general partner and party with the power to vote or control the vote of 5% or more of the outstanding voting power of a licensee, although the ownership threshold for certain passive investors is 20%; and

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a party that holds a financial interest, whether equity or debt, in excess of 33% of a licensee’s total capital, if such party is either a significant program supplier to the licensee or has another media interest in the same market.

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all licenses, construction permits or authorizations issued by or pending before the FCC for use in the operation of the Stations;

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Big City Radio’s leases for transmitter sites used in the operation of the Stations;

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Big City Radio’s transmitter equipment, including broadcast towers, antennas, main and back-up transmitters and generators, and other tangible property of Big City Radio located or used at the transmitter sites of the Stations;

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Big City Radio’s leases for studios used in the operation of the Stations;

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all of Big City Radio’s studio equipment, production and imaging equipment, office equipment, furniture and vehicles used in operating the Stations; and

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all of Big City Radio’s intellectual property related to the operation of the Stations, including promotional materials, tapes, record libraries, call letters, Marti frequencies, trademarks, trade names, including the trade names “Viva 107.1,” “Viva” and “Viva Alternativa” in the geographic areas served by the Stations, copyrights and internet domain names.

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all cash or cash equivalents of Big City Radio or the Stations on hand on the day immediately preceding the date of the closing;

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any accounts receivable, notes receivable or other receivables of Big City Radio;

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all deposits and prepaid expenses of the Stations;

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Big City Radio’s corporate seal, minute books, charter documents, stock record books and other books and records that pertain to the organization of Big City Radio;

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all securities owned by Big City Radio;

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all insurance contracts;

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all time sales agreements or barter rights of the Stations;

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all claims arising out of acts occurring prior to the closing date, or claims that related to the period prior to the closing date;

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all of Big City Radio’s rights under the Asset Purchase Agreement;

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all pension, profit sharing, retirement, bonus, medical, dental, life, accident insurance, disability, executive or deferred compensation and other similar fringe or employee benefit plans;

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all rights to the name “Big City” and “Big City Radio” and any logo or variation thereof and the goodwill associated therewith; and

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all rights to the trade name “Viva” and any derivatives thereof except to the extent indicated above as acquired by Entravision.

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claims made against Big City Radio’s assets which are not being purchased by Entravision;

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the operation of the Stations or the ownership or use of the assets being purchased prior to the closing date, except as provided for in the Time Brokerage Agreement;

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taxes;

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claims by former or current officers, directors, employees, stockholders or affiliates of Big City Radio, including liabilities in connection with any employment agreements or contracts, employee benefit plans or collective bargaining, labor or employment agreements or other similar agreements, or obligations in respect of retiree health benefits;

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the Asset Purchase Agreement or the events or negotiations leading up to the Asset Purchase Agreement;

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accounts payable as of the closing date; or

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any existing, pending or future litigation of Big City Radio arising out of or related to events occurring prior to the closing date.

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their organization, existence and good standing;

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their authority to enter into the Asset Purchase Agreement, the Time Brokerage Agreement and the deposit escrow agreement, to carry out the transactions contemplated in those agreements, and the validity and binding effect of those agreements;

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in connection with the execution and delivery of the principal agreements to the transaction, the absence of any conflict with such party’s organizational documents, the absence of any violation of any laws which would have a material adverse effect on that party, and the absence of a default under or the creation of a lien on any of the assets being purchased under any material agreement or instrument by which that party is bound;

•

no approval, authorization, consent order or other action, or filing with, any court or governmental authority being required in connection with the execution of the principal agreements in the transaction, other than those of the FCC and as required under the HSR Act;

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finders fees, broker commissions or similar payments to be made by the parties; and

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information contained in this joint information statement/prospectus.

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the approval of Big City Radio’s stockholders in connection with the execution, delivery and performance by Big City Radio of the Asset Purchase Agreement and the transactions contemplated thereby;

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sole and exclusive ownership of all the assets being purchased, except leased property;

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valid, binding and enforceable leasehold interests to the leased transmitter sites and studio sites being purchased;

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the non-existence of violations of zoning, building, health, fire, water use or similar laws in connection with the leased transmitter sites and studio sites being purchased;

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the good condition and working order of Big City Radio’s tangible personal property being purchased;

•

the status of all of the material FCC licenses necessary for the lawful ownership and operation of the Stations as currently conducted, that such licenses are in full force and effect, and that the Stations are being operated in compliance in all material respects with the Communications Act, the rules and regulations of the FCC;

•

the filing of all reports required by law or order of any court or governmental authority;

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the filing of all tax reports and returns required to be filed by or relating to the assets being purchased, and the payment of all taxes, penalties, interest, deficiencies, assessments or other charges due with respect to such taxes;

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compliance with all environmental laws with respect to the assets being purchased;

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the status of litigation;

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non-default under any of the contracts being assumed by Entravision;

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the right to use the business records of the Stations being purchased free and clear of any royalty or other payment obligation;

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third-party consents required to consummate the transactions; and

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the limitation of the representations and warranties of Big City Radio in the Asset Purchase Agreement.

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Entravision Holdings, LLC, the entity acquiring the FCC licenses being purchased from Big City Radio, being legally, financially and otherwise qualified to be the assignee of such FCC licenses;

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Entravision and its affiliates not being required to sell, dispose or surrender any FCC license held by Entravision or its affiliates with respect to any broadcast properties under the Communications Act or antitrust laws;

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the media interests Entravision owns or possesses in the Los Angeles market;

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Entravision’s financial ability to consummate the transaction at the closing in terms of the cash purchase price and the shares of its Class A common stock to be issued at such time;

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the status of the shares of Entravision’s Class A common stock to be issued to Big City Radio as being duly and validly issued, fully paid and nonassessable and not subject to pre-emptive or similar rights, and free and clear of all liens;

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the status of the shares of Entravision’s Class A common stock to be issued to Big City Radio as being duly registered under the Securities Act, freely and immediately transferable and distributable by Big City Radio, free of all restrictions on transfer under applicable federal and state securities laws and issued in compliance with all applicable federal and state securities laws;

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the status of the shares of Entravision’s Class A common stock being issued to Big City Radio as being listed on The New York Stock Exchange, subject only to official notice of issuance;

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no requirement of approval by Entravision’s stockholders to issue the shares of Entravision’s Class A common stock to Big City Radio; and

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the filing of SEC reports.

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consummate the transactions contemplated by the Asset Purchase Agreement;

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obtain governmental or other actions, non-actions, clearances, waivers, consents, approvals, permits and orders required to consummate the transactions;

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furnish all information required for any application or other filing;

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avoid the entry of any order that would restrain, prevent or delay the closing or the FCC order consenting to the assignment of the FCC licenses for the Stations; and

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execute and deliver any additional instruments necessary to assign the FCC licenses from Big City Radio-LA, L.L.C. to Entravision Holdings, LLC.

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the terms of the confidentiality agreement among them will continue in full force and effect until the closing; and

•

they will consult with each other before issuing any press release or otherwise making any public announcements.

•

to use its reasonable best efforts to obtain all necessary third-party consents;

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to use its reasonable best efforts to provide Entravision access to information of Big City Radio related to the assets being purchased, including Big City Radio’s books and records;

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to conduct the business of the Stations in the ordinary course, subject to the terms of the Time Brokerage Agreement, unless the prior consent of Entravision is first obtained; and

•

to bear the risk of loss of all damage to, or loss or destruction of any of, the assets being purchased by Entravision between the date of the Asset Purchase Agreement and the closing date; provided, however, that if any restoration, repair or replacement does not exceed $100,000 and is not accomplished prior to the closing date, the parties will consummate the closing and Entravision will be entitled to all insurance proceeds; and provided, further, that if any such restoration, repair or replacement exceeds $100,000 and is not accomplished prior to September 23, 2003, Entravision may terminate the Asset Purchase Agreement in its sole and absolute discretion.

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they will share equally the SEC filing fee with respect to the registration statement of which this joint information statement/prospectus is a part;

•

they will use all reasonable best efforts to have the registration statement declared effective by the SEC as promptly as practicable;

•

as promptly as practicable after effectiveness of the registration statement, Big City Radio will mail this joint information statement/prospectus to its stockholders;

•

Entravision will take any action, other than qualifying to do business in any jurisdiction in which it is currently not so qualified, required to be taken under any applicable state securities laws in connection with the issuance of the shares to Big City Radio;

•

Entravision will use reasonable best efforts to maintain the effectiveness of the registration statement until Big City Radio completes a stockholder distribution or public sale of the shares being issued to it by Entravision; provided, however, that Entravision will have no obligation to maintain the effectiveness of the registration statement for more than 15 months after the closing date;

•

Entravision will use reasonable best efforts to amend the registration statement as may be required from time to time to permit Big City Radio to effect a stockholder distribution or public sale of the shares being issued to it by Entravision;

•

Big City Radio will suspend use of the registration statement to effect a stockholder distribution or public sale if, as, and when requested by Entravision, provided that Entravision may not require any such suspension for more than a total of five business days on any occasion or on more than a total of two occasions during the 15-month period referred to above; and

•

prior to the closing date, Entravision will cause the shares to be issued to Big City Radio to be approved for listing on The New York Stock Exchange, subject to official notice of issuance.

•

the representations and warranties of Big City Radio will be true and correct as of the closing date unless inaccuracies in the representations and warranties would not materially adversely effect the assets being purchased;

•

Big City Radio will have performed the covenants and agreements provided for in the Asset Purchase Agreement, including those mentioned above, unless the failure to perform such covenants and agreements would not materially adversely effect the assets being purchased;

•

the FCC order consenting to the assignment of the FCC licenses for the Stations will be in full force and effect, although Entravision’s obligations to consummate the purchase of the assets shall not be subject to the condition that such order be a final order;

•

any waiting period under the HSR Act applicable to the assets being purchased will have expired or will have been terminated;

•

no orders, or temporary, preliminary or permanent injunction of any governmental authority will have been entered expressly prohibiting or materially restraining the transactions contemplated by the Asset Purchase Agreement;

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all required third party consents will have been obtained or alternative arrangements providing Entravision with the benefit of the subject contracts will have been entered into;

•

the registration statement of which this joint information statement/prospectus is a part will have become effective under the Securities Act, and no stop order suspending the effectiveness of the registration statement will have been issued by the SEC;

•

all necessary state securities authorizations, if any, will have been received;

•

at least 20 days will have elapsed since the mailing of this joint information statement/prospectus to Big City Radio’s stockholders; and

•

the shares of Entravision’s Class A common stock to be issued to Big City Radio will have been listed on The New York Stock Exchange, subject only to official notice of issuance.

•

the representations and warranties of Entravision will be true and correct in all material respects as of the closing date except for Entravision’s representations and warranties regarding the issuance of Entravision’s Class A common stock to Big City Radio, which will be true and correct in all respects;

•

Entravision will have performed in all material respects the covenants and agreements provided for in the Asset Purchase Agreement, including those referred to above;

•

the FCC order consenting to the assignment of the FCC licenses for the Stations will be in full force and effect, although Big City Radio’s obligations to consummate the asset sale to Entravision shall not be subject to the condition that such order be a final order;

•

any waiting period under the HSR Act applicable to the assets being purchased will have expired or will have been terminated;

•

no orders, or temporary, preliminary or permanent injunction of any governmental authority will have been entered expressly prohibiting or materially restraining the transactions contemplated by the Asset Purchase Agreement;

•

the registration statement of which this joint information statement/prospectus is a part will have become effective under the Securities Act, and no stop order suspending the effectiveness of the registration statement will have been issued by the SEC;

•

all necessary state securities authorizations, if any, will have been received;

•

at least 20 days will have elapsed since the mailing of this joint information statement/prospectus to Big City Radio’s stockholders; and

•

the shares of Entravision’s Class A common stock to be issued to Big City Radio will have been listed on The New York Stock Exchange, subject only to official notice of issuance.

•

by Entravision, if Big City Radio is in material breach of its obligations under the Asset Purchase Agreement so that the conditions to Entravision’s obligations to close with respect to representations, warranties and covenants have not been satisfied as of the closing and such breach has not been cured by Big City Radio within 30 days following written notice of such breach;

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by Big City Radio, if Entravision is in material breach of its obligations under the Asset Purchase Agreement so that the conditions to Big City Radio’s obligations to close with respect to representations, warranties and covenants have not been satisfied as of the closing and such breach has not been cured by Entravision within 30 days following written notice of such breach; provided, however, that no cure period will apply if the breach by Entravision is caused by the failure to issue the shares of its Class A common stock to Big City Radio in the manner specified in Entravision’s representations and warranties with respect thereto;

•

by either party if the FCC denies the application for consent to the assignment of the transfer of the licenses for the Stations in a final order, or has designated the application for a hearing; or

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by either party if the closing has not occurred on or before September 23, 2003.

•

because of the unique nature of the assets and the transactions contemplated by the parties under the Asset Purchase Agreement, the parties agree that, in the event of a default by the other, the non-defaulting party may seek specific performance in additional to any other legal or equitable remedies available;

•

in the event of any action brought under the Asset Purchase Agreement, the prevailing party will be entitled to recover court costs and reasonable attorneys’ fees;

•

the parties will each bear the cost of their own fees and expenses, including those of counsel, financial advisors and accountants;

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all sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from the transactions in the Asset Purchase Agreement, whether levied on Entravision or Big City Radio, will be borne by Entravision; and

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the Asset Purchase Agreement will be construed in accordance with the laws of the State of New York.

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sale of advertising time on the Stations;

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coordination of traffic and billing functions;

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ordinary maintenance of the Stations’ transmitting or studio equipment and other assets used in the business and operation of the Stations, other than the FCC licenses; and

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other mutually-agreed upon administrative and operational functions consistent with FCC rules and regulations.

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Big City Radio Sub will remain responsible for the Stations’ compliance with all FCC rules and regulations and all other applicable laws, and Entravision will cooperate with Big City Radio Sub as Big City Radio Sub may request in so doing. Nothing in the Time Brokerage Agreement abrogates or limits Big City Radio Sub’s authority to discharge its obligations to the public and to the FCC. Big City Radio Sub retains the right to interrupt Entravision’s programming in case of an emergency or for programming which, in the good faith judgment of Big City Radio Sub, is of greater local or national public importance. The parties agree to cooperate to ensure that the Stations remain in compliance with all public interest obligations, hourly station identification and maintenance of each Station’s local public inspection file, as required by FCC rules and regulations.

•

Entravision has agreed to comply in all material respects with Big City Radio Sub’s programming policy statement, as the same may be amended from time to time to comply with FCC rules and regulations. If, in Big City Radio Sub’s reasonable discretion, Big City Radio Sub determines that a program, commercial announcement or promotional material supplied by Entravision is contrary to the public interest or does not comply with the programming policy statement, upon written notice to Entravision, Big City Radio Sub may cancel or suspend such programming and substitute its own programming or request Entravision to provide substitute programming.

•

Big City Radio Sub also has the right to delete or preempt any material in any programming furnished by Entravision that Big City Radio Sub reasonably and in good faith believes is unsuitable for broadcast or the broadcast of which would be contrary to the public interest. In such event, Big City Radio Sub may cancel or suspend such programming and substitute its own programming.

•

Big City Radio Sub will remain responsible for the Stations’ compliance with political advertising, as provided for in the Communications Act, and Entravision agrees to cooperate with Big City Radio Sub in so complying with the Communications Act.

•

Advertising of credit terms will comply with the rules of the FTC.

•

Entravision will comply, at Entravision’s expense, with the Communications Act by disclosing to Big City Radio Sub, in advance of any scheduled Station broadcast, any information of which Entravision has knowledge, as to any money, service or valuable consideration that any person has paid or accepted, or has agreed to pay or accept, for the inclusion of any matter as part of the programming to be supplied.

•

Entravision will comply with the provisions of the Copyright Act of 1976, as amended.

•

by Entravision, if it is not then in material breach of the Time Brokerage Agreement or the Asset Purchase Agreement, if Big City Radio Sub is in material breach of Big City Radio Sub’s representations or material obligations under the Time Brokerage Agreement and has failed to cure such breach within 30 days following written notice of such breach;

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by Entravision, in the event of the failure of any of the Stations to broadcast Entravision’s programming for two consecutive days or for one-half hour for five consecutive days as a result of Big City Radio Sub’s preemption of such programming, without notice to, or cure by, Big City Radio Sub;

•

by Big City Radio Sub, if it is not then in material breach of the Time Brokerage Agreement or the Asset Purchase Agreement, if Entravision is in material breach of Entravision’s representations or material obligations under the Time Brokerage Agreement and has failed to cure such breach within 30 days following written notice of such breach; or

•

automatically, upon the first to occur of any of the following:

•

the Time Brokerage Agreement is declared invalid by order or decree of an administrative agency or court of competent jurisdiction;

•

there has been a material change in FCC rules and regulations that would cause the Time Brokerage Agreement to be in material violation thereof;

•

the mutual written consent of both parties; or

•

the termination of the Asset Purchase Agreement in accordance with its terms.

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Television.  Entravision owns and/or operates 42 primary television stations that are located primarily in the southwestern United States, including the U.S./Mexican border markets. Its television stations consist primarily of affiliates of the two television networks of Univision, serving 20 of the top 50 Hispanic markets in the United States. Entravision is the largest Univision-affiliated television group in the United States. Univision is a key source of programming for Entravision’s television broadcasting business, and Entravision considers Univision to be a valuable strategic partner.

•

Radio.  Entravision operates one of the largest groups of Spanish-language radio stations in the United States. Entravision owns and/or operates 58 radio stations in 23 U.S. markets, 57 of which are located in the top 50 Hispanic markets in the United States, including Spanish-language stations in Los Angeles, San Francisco, Phoenix and Dallas-Ft. Worth. Entravision’s radio stations consist of 43 FM and 15 AM stations located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas. Its radio stations cover in aggregate approximately 57% of the Hispanic population in the United States.

•

Outdoor Advertising.  Entravision’s outdoor advertising operations consist of approximately 11,400 advertising faces located primarily in high-density Hispanic communities in Los Angeles and New York. Its outdoor advertising operations complement its television and radio businesses and allow for cross-promotional opportunities. Outdoor advertising offers the ability to target specific demographic groups on a cost-effective basis as compared to other advertising media. Entravision’s outdoor portfolio adds to its television and radio reach by providing local advertisers with significant coverage of the Hispanic communities in Los Angeles and New York.

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Publishing.  Entravision owns El Diario/la Prensa, the oldest major Spanish-language daily newspaper in the United States and one of only two Spanish-language daily newspapers in New York. The newspaper reports news of interest to the Hispanic community, focusing primarily on local news events and daily occurrences in Latin America. El Diario/la Prensa has a daily paid circulation of 57,550 as of September 29, 2002, up from 56,938 as of September 23, 2001.

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(1)

Non-cash stock-based compensation consists primarily of compensation expense relating to stock awards granted to Entravision’s employees and consultants and vesting of the intrinsic value of unvested options exchanged in Entravision’s acquisition of Z-Spanish Media Corporation in August 2000.

(2)

Represents non-cash interest expense charges related to the estimated intrinsic value of the conversion options contained in Entravision’s subordinated note to Univision in the amount of $31.6 million in 2000 and $2.5 million in 1999, and the conversion option feature in Entravision’s convertible subordinated note in the amount of $8.1 million in 2000.

(3)

Included in the 1997 income tax expense is a $7.8 million tax benefit that resulted from the reversal of previously recorded deferred tax liabilities that were established in Entravision’s acquisition of television station KNVO-TV, upon its conversion from a C corporation to a S corporation. Included in the 2000 income tax benefit is a charge of $10.5 million relating to the effect of change in tax status, which resulted from the recording of a net deferred tax liability upon Entravision’s reorganization from a limited liability company to a C corporation, effective with its initial public offering.

(4)

Pro forma net loss applicable to common stock and pro forma basic and diluted net loss per share give effect to Entravision’s reorganization from a limited liability company to a C corporation for federal and state income tax purposes and assume that Entravision was subject to corporate income taxes at an effective combined federal and state income tax rate of 40% before the effect of amortization of non-tax deductible goodwill, non-cash stock-based compensation and non-cash interest expense for each of the three years in the period ended December 31, 1999. The December 31 , 2000 statement of operations reflects operations and the related income tax benefit as a C corporation for the period subsequent to Entravision’s reorganization. Pro forma income tax expense is presented for the period from January 1, 2000 through the August 2, 2000 reorganization on the same basis as the preceding years.

(5)

Loss per membership unit is computed as net loss of Entravision’s predecessor divided by the number of membership units as of the last day of each reporting period. For 2000, loss per membership unit is for the period from January 1, 2000 through the August 2, 2000 reorganization.

(6)

Broadcast cash flow means operating income (loss) before corporate expenses, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. Entravision uses the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. Entravision evaluates and projects the liquidity and cash flows of its business using several measures, including broadcast cash flow and EBITDA as adjusted. Entravision considers these measures as important indicators of liquidity relating to the company’s operations, as they eliminate the effects of non-cash depreciation and amortization and non-cash stock-based compensation awards. Entravision uses these measures to evaluate liquidity and cash flows improvement from year to year as they eliminate non-cash expense items. Entravision believes its investors should use these measures because they may provide a better comparability of Entravision’s liquidity to that of its competitors. While Entravision and many in the financial community consider broadcast cash flow and EBITDA as adjusted to be important, they should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as operating income and net income. In addition, Entravision’s definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.

(7)

Reported net loss applicable to common stock for the years ended December 31, 2000 and 1999, used to reflect Entravision’s adoption of SFAS No. 142, is adjusted to reflect the pro forma effect of Entravision’s reorganization from a limited liability company to a C corporation, as described in footnote 4 above.

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each person, or group of affiliated persons, known by Entravision to be the beneficial owner of more than 5% of the outstanding shares of its common stock;

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each of Entravision’s directors;

•

the Chief Executive Officer of Entravision and each of the four other most highly compensated executive officers of Entravision serving as such as of December 31, 2002 (and one additional individual who would have been included in such group but for the fact that she was no longer serving as an executive officer of Entravision as of such date) whose total annual salary and bonus exceeded $100,000, for services rendered in all capacities to Entravision and its subsidiaries (such individuals are hereafter referred to as the “Named Executive Officers”); and

•

all of Entravision’s directors and Named Executive Officers as a group.

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beneficial ownership of less than 1%.

(1)

Unless otherwise noted, the address for each person is c/o Entravision Communications Corporation, 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404.

(2)

Percentage ownership is based on 125,972,291 shares of common stock outstanding on December 31, 2002 (assuming conversion of all outstanding shares of Class B and Class C common stock and Series A mandatorily redeemable convertible preferred 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.

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(3)

The address for Univision is 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067.

(4)

TSG Capital Group consists of TSG Capital Fund II, L.P., TSG Capital Fund III, L.P., TSG Associates II Inc. and TSG Associates III, LLC. 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. Voting and investment power over the shares held by TSG Capital Group are shared by Cleveland A. Christophe, Mark D. Inglis and Darryl B. Thompson.

(5)

Consists of 425 shares held by Ms. Alexandra Seros (Mr. Ulloa’s spouse), 1,689 shares held by Mr. Ulloa personally and an option to purchase 262,500 shares of Class A common stock.

(6)

Consists of 889,848 shares held by The Walter F. Ulloa Irrevocable Trust of 1996 and 10,599,517 shares held by Mr. Ulloa personally, of which aggregate amount 34,283 shares of Class B common stock are subject to a right of Entravision to repurchase under certain conditions.

(7)

Consists of 1,895 shares held by Mr. Wilkinson personally and an option to purchase 262,500 shares of Class A common stock.

(8)

Consists of 9,424,800 shares held by The 1994 Wilkinson Family Trust, 889,848 shares held by The 1994 Wilkinson Children’s Gift Trust and 1,174,717 shares held by Mr. Wilkinson personally, of which aggregate amount 34,283 shares of Class B common stock are subject to a right of Entravision to repurchase under certain conditions.

(9)

Ms. Tully resigned all of her positions with Entravision effective December 20, 2002.

(10)

Consists of 362 shares held by Ms. Tully personally, 249,237 shares held by The Jeanette Tully 1996 Revocable Trust and an option to purchase 175,000 shares of Class A common stock.

(11)

Mr. DeLorenzo became Entravision’s Executive Vice President and Chief Financial Officer effective December 20, 2002.

(12)

Consists of 13,821 shares held by The Zevnik Charitable Foundation and an option to purchase 111,136 shares of Class A common stock. Mr. Zevnik has shared voting power in The Zevnik Charitable Foundation.

(13)

Consists of 800,666 shares held by The Paul A. Zevnik Irrevocable Trust of 1996, 1,282,321 shares held by The Zevnik Family L.L.C. and 2,616,816 shares held by Mr. Zevnik personally, of which aggregate amount 14,507 shares of Class B common stock are subject to a right of Entravision to repurchase under certain conditions.

(14)

Consists of 1,090 shares held by Mr. Liberman personally and an option to purchase 78,750 shares of Class A common stock.

(15)

Consists of 286,165 shares held by Mr. Emanuel personally and an option to purchase 78,750 shares of Class A common stock.

(16)

Consists of 9,242,164 shares held by TSG Capital Group (see footnote 4 above) and an option to purchase 44,320 shares of Class A common stock. Mr. Thompson is a principal in each of the TSG Capital Group entities. 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.

(17)

Consists of 709,384 shares held by Bustos Asset Management, L.L.C. and an option to purchase 15,000 shares of Class A common stock.

(18)

Consists of 76,500 shares held by LJ Holdings, L.L.C. and an option to purchase 44,045 shares of Class A common stock.

(19)

Consists of an option to purchase 35,861 shares of Class A common stock.

(20)

Consists of an option to purchase 15,000 shares of Class A common stock.

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(1)

Leased.

(2)

Owned.

(3)

Tower owned by Big City Radio while the property is leased.

(4)

Big City Radio sold its Long Branch studio facility during March 2002.

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assigns frequency bands for broadcasting;

•

determines the particular frequencies, locations and power of stations;

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issues, renews, revokes and modifies station licenses;

•

determines whether to approve changes in ownership or control of station licenses;

•

regulates equipment used by stations;

•

imposes regulations and takes other action to prevent harmful interference between stations;

•

adopts and implements regulations and policies that directly or indirectly affect the ownership, management, programming, operation and employment practices of stations; and

•

has the power to impose penalties for violations of its rules or the Communications Act.

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in markets with 45 or more commercial radio stations, a party may own up to eight commercial radio stations, no more than five of which are in the same service, AM or FM;

•

in markets with 30-44 commercial radio stations, a party may own up to seven commercial radio stations, no more than four of which are in the same service;

•

in markets with 15-29 commercial radio stations, a party may own up to six commercial radio stations, no more than four of which are in the same service; and

•

in markets with 14 or fewer commercial radio stations, a party may own up to five commercial radio stations, no more than three of which are in the same service, provided that no party may own more than 50% of the commercial stations in the market.

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affect the operation, programming, technical requirements, ownership and profitability of Big City Radio and its radio broadcast stations;

•

result in the loss of audience share and advertising revenues of Big City Radio’s radio broadcast stations;

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affect the ability of Big City Radio to acquire additional radio broadcast stations or finance such acquisitions;

•

affect cooperative agreements and/or financing arrangements with other radio broadcast licensees;

•

affect Big City Radio’s competitive position in relationship to other advertising media in its markets; or

•

affect Big City Radio’s ability to exploit its unique technical capabilities and innovative approach to acquiring and using radio broadcast stations.

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consummates some but not all of the asset sales such that it has at least $4,000,000 in stockholders’ equity, but does so after March 31, 2003, or

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consummates some but not all of the asset sales on or before March 31, 2003 but has less than $4,000,000 in stockholders’ equity, or

•

consummates some but not all of the asset sales on or before March 31, 2003 but otherwise fails to continue to be an operating company,

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(1)

Big City Radio acquired substantially all of the assets of WWHB-FM on April 1, 1997 and WZVU-FM on June 5, 1997 and commenced operations of these stations under a local marketing agreement during December 1996. WWHB-FM and WZVU-FM together with WRGX-FM form Y-107, a single trimulcast. The financial statements include the operations of this station since December 1996.

(2)

Big City Radio acquired all of the stock of Radio New Jersey, owner of the FCC licenses of WRNJ-FM and WRNJ-AM on August 14, 1998. Simultaneously at the closing, Big City Radio sold substantially all of the assets of WRNJ-AM to one of the existing stockholders of Radio New Jersey. The remaining WRNJ-FM operates on 107.1 FM and was added to Big City Radio’s New Country Y-107 trimulcast under a local marketing agreement, effective April 28, 1998. The financial statements include the operations of this station since April 1998.

(3)

Big City Radio acquired substantially all of the assets of WCBR-FM and WLRT-FM on August 4 and 7, 1998, respectively. The operations of these stations have been included in the consolidated statements of operations from these dates.

(4)

Big City Radio acquired substantially all of the assets of WDEK-FM and WLBK-AM on February 25, 1999. The financial statements include the operations of these stations from that date.

(5)

Big City Radio acquired substantially all of the assets of KEDJ-FM and KDDJ-FM on July 31, 1999, KBZR-FM on September 22, 1999 and KMYL-FM on September 29, 1999. The operations of these stations have been included in the consolidated statements of operations from these dates.

(6)

Big City Radio acquired substantially all of the assets of United Publishers of Florida, Inc. on November 8, 2000. The financial statements include the operations of United Publishers of Florida, Inc. from that date.

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(7)

Big City Radio sold substantially all of the assets of KEDJ-FM, KDDJ-FM, KBZR-FM and KSSL-FM on October 31, 2001. The financial statements include the operations of these stations from their date of acquisition to October 31, 2001, the date on which they were sold. For the year ended December 31, 2001, the gain on sale of stations represents the gain on sales of these stations.

(8)

During 2001, Big City Radio ceased the development and operation of its internet portal, TodoAhora.com. For the year ended December 31, 2001, the impairment loss on goodwill represents the write-off of internet goodwill.

(9)

In June 2002, Big City Radio discontinued its publishing operations. Big City Radio’s consolidated financial statements for all periods presented have been adjusted to reflect the publishing operations as discontinued operations in accordance with SFAS No. 144.

(10)

Big City Radio failed to make a semi-annual interest payment on September 15, 2002 on its 11¼% senior discount notes due 2005. As a result of this payment default and an additional default existing under the senior notes, Big City Radio has reclassified the $174 million principal amount of the senior notes as current liabilities in accordance with SFAS No. 78, “Classification of Obligations that are Callable by a Creditor.”

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the sale on October 31, 2001 of the Phoenix stations, which had generated net revenues of $3,710,000 for the nine months ended September 30, 2001;

•

decreased net revenues at the New York stations due to declining ratings linked to signal deficiencies that existed from September 2001 through April 2002 and were attributable to a variety of transmission problems in the New York and New Jersey areas indirectly resulting from the September 11 terrorist attacks, and a change in format of the New York stations on May 9, 2002; and

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decreased net revenues at the Los Angeles area radio stations resulting from an adverse competitive environment.

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the absence of operating losses of the Phoenix stations due to the sale of these properties on October 31, 2001;

•

lower station operating expenses and the lack of internet expenses;

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the adoption of SFAS No. 142, which resulted in no amortization expense for goodwill and intangible assets for the nine months ended September 30, 2002; and

•

revenues from concert events at the Los Angeles area and Chicago stations for the nine months ended September 30, 2002, which were partially offset by lower net revenues at the New York, Los Angeles and Chicago Energy92 stations, and the absence of net revenues from the Phoenix stations compared to the corresponding nine months ended September 30, 2001.

•

decreased net revenues of the Chicago stations resulting from their change in format in January 2001;

•

decreased net revenues at the New York stations resulting from an adverse competitive environment and the overall decline in revenues in the New York City market; and

•

decreased net revenues from the Phoenix stations due to the sale of these properties on October 31, 2001.

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when any person other than Stuart and Anita Subotnick, officers and members of Big City Radio’s management as of the issue date of the senior notes and their respective family members, relatives and trusts becomes the beneficial owner of more than 35% of the total voting power of Big City Radio’s capital stock and the foregoing permitted holders own in the aggregate a lesser percentage of such voting power and do not have the right or ability to designate for election a majority of the board of directors;

•

upon specified changes in the composition of the board of directors;

•

upon the occurrence of a sale, lease, transfer, conveyance or other disposition to any person of all or substantially all of the assets of Big City Radio taken as a whole; or

•

upon the adoption by the stockholders of a plan for the liquidation or dissolution of Big City Radio.

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Big City Radio will pay the noteholders the net cash proceeds of any asset sale within five business days after the completion of such asset sale, until such time as the noteholders have received cash in an amount equal to all principal of, and accrued and unpaid interest on, the senior notes;

•

the forbearance agreement may be terminated by either Big City Radio or the ad hoc committee upon written notice if

n

any party to the forbearance agreement fails to perform any of its obligations, or breaches any of its representations, covenants or warranties, under the forbearance agreement,

n

Big City Radio or any party to any asset purchase agreement for any asset sale which Big City Radio had publicly announced on or before January 6, 2003, including the asset sale to Entravision, breaches any representation, warranty or covenant in such asset purchase agreement, and does not cure such breach within ten days, or

n

one or more of the asset purchase agreements is terminated or modified in any material respect; and

•

Big City Radio must immediately notify the ad hoc committee by written notice of

n

any breach by Big City Radio of the forbearance agreement,

n

any breach by Big City Radio or any other party of any of the foregoing asset purchase agreements, whether or not such breach is curable, and

n

any termination by Big City Radio or any other party thereto of any of such asset purchase agreements.

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each person known by Big City Radio to own beneficially more than 5% of the outstanding shares of any class of Big City Radio’s outstanding voting securities;

•

each director of Big City Radio;

•

Big City Radio’s Chief Executive Officer and its three executive officers whose total annual salary and bonus exceeded $100,000 in 2001; and

•

all of the directors and executive officers of Big City Radio as a group.

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*

Less than one percent.

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(1)

To record the sale of certain assets, assumption of specified liabilities and proceeds from the following radio stations:

•

Los Angeles area radio stations for $100,000,000 and 3,766,478 shares of Entravision’s Class A common stock valued at $40,000,000, based on a per share price of $10.62;

•

New York stations for $43,000,000;

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Chicago—WXXY station for $32,875,000;

•

Chicago—WKIE/WDEK/WKIF stations for $22,000,000; and

•

Chicago—WYXX stations for $2,000,000.

(2)

To record transaction costs.

(3)

To reflect income tax liabilities related to sale of stations.

(4)

To reflect repayment of the senior notes.

(5)

To write off deferred financing fees related to the senior notes.

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(1)

Adjusted to reflect the publishing operations discontinued in June 2002 as a discontinued operation.

(2)

To eliminate the historical results of the Phoenix radio stations that were sold in October 2001.

(3)

To eliminate the historical results of the stations being sold.

(4)

Eliminated interest expense on senior notes.

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(1)

To eliminate the historical results of the stations being sold.

(2)

Eliminated interest expense on senior notes.

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(1)

Based on the closing sale price of Entravision’s Class A common stock as reported by The New York Stock Exchange on January 13, 2003.

(2)

For the purpose of this joint information statement/prospectus, Entravision assumes that there will be an addition of intangible assets greater than the amount of cash paid in the acquisition of Big City Radio assets. Therefore, the cash paid is assumed to decrease the tangible book value per share.

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registration of the transfer under the Securities Act;

•

compliance with Rule 145 under the Securities Act, which allows sales subject to compliance with volume limitations and other conditions; or

•

availability of another exemption from registration.

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•

in ordinary brokers’ transactions and transactions in which the broker solicits purchasers;

•

in transactions involving cross or block trades or otherwise on The New York Stock Exchange;

•

in transactions in which brokers, dealers or underwriters purchase the shares as principal and resell the shares for their own accounts pursuant to this document;

•

in transactions “at the market” to or through market makers in the Class A common stock or into an existing market for the Class A common stock;

•

in other ways not involving market makers or established trading markets, including direct sales of the shares to purchasers or sales of the shares effected through agents;

•

through transactions in options, swaps or other derivatives which may or may not be listed on an exchange;

•

in privately negotiated transactions;

•

in transactions to cover short sales; or

•

in a combination of any of the foregoing transactions.

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325,000,000 authorized shares of common stock, $0.0001 par value per share, which consists of

n

260,000,000 shares of Class A common stock,

n

40,000,000 shares of Class B common stock,

n

25,000,000 shares of Class C common stock; and

•

50,000,000 shares of preferred stock, par value $0.0001 per share, 11,000,000 shares of which have been designated as Series A preferred stock.

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upon the transfer of such shares to a person or entity which is not a permitted transferee;

•

upon the death of such holder;

•

when such holder is no longer actively involved in the business of Entravision; or

•

if such holder owns less than 30% of his, her or its initial ownership level.

•

amend Entravision’s certificate of incorporation or second amended and restated bylaws, as adopted on July 11, 2002, in a manner that adversely affects the rights of the Series A preferred stock;

•

issue any equity security that is senior to the Series A preferred stock; or

•

enter into or engage in any transaction with an affiliate of Entravision or its stockholders not at arms length.

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the number of shares of each series;

•

the designation of each series;

•

the rate of any dividends;

•

whether any dividends will be cumulative or non-cumulative;

•

any voting rights;

•

the rights and terms of any conversion or exchange;

•

the terms of any redemption, or any sinking fund with respect to any redemption of each series;

•

the amount payable in the event of any voluntary liquidation, dissolution or winding up of the affairs of Entravision; and

•

any other relative rights, privileges and limitations of each series.

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for any breach of the director’s duty of loyalty to Entravision or its stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

for any transaction from which the director derived an improper personal benefit.

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for any breach of the director’s duty of loyalty to Entravision or its stockholders;

•

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•

under Section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or

•

for any transaction from which the director derived an improper personal benefit.

•

Entravision is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, so long as:

n

the person being indemnified acted in good faith and in a manner the person reasonably believed to be in or not opposed to Entravision’s best interests; and

n

with respect to any criminal action or proceeding, the person being indemnified had no reasonable cause to believe his or her conduct was unlawful;

•

Entravision is permitted to indemnify its other employees and agents to the extent that Entravision indemnifies its officers and directors, unless otherwise required by law;

•

Entravision is required to advance expenses to its directors and officers incurred in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to limited exceptions; and

•

the rights conferred in Entravision’s certificate of incorporation are not exclusive.

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325,000,000 authorized shares of common stock, $0.0001 par value per share, which consists of

n

260,000,000 shares of Class A common stock,

n

40,000,000 shares of Class B common stock,

n

25,000,000 shares of Class C common stock; and

•

50,000,000 shares of preferred stock, par value $0.0001 per share, 11,000,000 shares of which have been designated as Series A preferred stock.

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any amendment to Entravision’s certificate of incorporation or bylaws which adversely affects the rights of the Series A preferred stock;

•

the authorization or issuance of any other equity security having a preference over, or being on a parity with, the Series A preferred stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any security other than senior preferred stock; or

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Entravision’s entry into or engagement in any transaction with an affiliate on terms materially less advantageous to Entravision or its stockholders than would be the case if such transaction had been effected with a non-affiliate.

•

before that time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

at or after that time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

•

any merger or consolidation of the corporation with the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

•

any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

•

merge, consolidate or enter into a business combination, or otherwise reorganize with or into one or more entities (other than a merger of a wholly-owned subsidiary into another wholly-owned subsidiary);

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dissolve, liquidate or terminate;

•

directly or indirectly dispose of any interest in any FCC license with respect to television stations which are affiliates of Univision; or

•

amend, alter or repeal any provision of its certificate of incorporation or bylaws, so as to adversely affect the rights, privileges or restrictions provided for the benefit of the holders of the Class C common stock.

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the information required by the SEC’s proxy rules; and

•

any material interest of the stockholder in the business proposed to be brought before the meeting.

•

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting;

•

the name and addresses, as they appear on Big City Radio’s records, of the stockholder proposing such business and any other stockholder known by such stockholder supporting such proposal;

•

the class and number of shares of Big City Radio’s capital stock which are beneficially owned by the stockholder;

•

a brief description of any material interest of the stockholder in the proposed business; and

•

a representation that the stockholder is a holder of record of the stock of Big City Radio and intends to appear in person or by proxy at the meeting to present the proposal.

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the name, age, business address and residence address of the nominee;

•

the principal occupation or employment of the nominee;

•

the class and number of shares of Entravision capital stock which are beneficially owned by the nominee; and

•

any other information relating to the nominee that is required to be disclosed in solicitations of proxies under the SEC’s proxy rules.

•

the name and address, as they appear on Entravision’s books, of the nominating stockholder; and

•

the class and number of shares of Entravision capital stock which are beneficially owned by the nominating stockholder.

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the name, age, business address and residence address of the proposed nominee;

•

the principal occupation or employment of the proposed nominee;

•

the class and number of shares of stock of Big City Radio which are beneficially owned by the proposed nominee on the date of the nominating stockholder’s notice; and

•

all information relating to the proposed nominee required under the Exchange Act.

•

the name and address, as they appear on the Big City Radio records, of the stockholder nominating such person or persons and any other stockholder known by such stockholder to be supporting such nominee or nominees;

•

the class and number of shares of stock of Big City Radio that are owned beneficially and of record by such stockholder of record and by any other stockholder known by such stockholder to be supporting such nominee or nominees; and

•

a representation that the stockholder is a holder of record of the stock of Big City Radio and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice.

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Entravision is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, so long as:

n

the person being indemnified acted in good faith and in a manner the person reasonably believed to be in or not opposed to Entravision’s best interests; and

n

with respect to any criminal action or proceeding, the person being indemnified had no reasonable cause to believe his or her conduct was unlawful;

•

Entravision is permitted to indemnify its other employees and agents to the extent that Entravision indemnifies its officers and directors, unless otherwise required by law;

•

Entravision is required to advance expenses to its directors and officers incurred in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to limited exceptions; and

•

the rights conferred in Entravision’s certificate of incorporation are not exclusive.

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*

Big City Radio filed a rulemaking proposal at the FCC seeking to upgrade KLYY(FM) (from Class A to Class B1) and to make a change in the allotted Channel for KSYY(FM). The FCC’s staff denied the proposal on October 9, 2002. On November 8, 2002, Big City filed an Application for Review of the staff’s action. The Application for Review remains pending.

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*	Filed herewith

**	To be filed by amendment

(1)

Incorporated by reference from Entravision’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the SEC on September 15, 2000.

(2)

Incorporated by reference from Entravision’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 28, 2001.

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*	Filed herewith

**	To be filed by amendment

(1)

Incorporated by reference from Entravision’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the SEC on September 15, 2000.

(2)

Incorporated by reference from Entravision’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 28, 2001.