IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION

COMPLAINT

The United States Securities and Exchange Commission ("Commission"), files this Complaint against Defendants Ernest C. Bieling ("Bieling"), Robert W. Hughes ("Hughes"), Stephen A. White ("S. White") and William D. White III ("W. White") (collectively "Defendants") and would respectfully show the Court as follows:

I. SUMMARY

1. This case involves insider trading by Defendants in the securities of Hispanic Broadcasting Corporation ("HSP").

2. Defendant Bieling is an employee of Univision Communications Corporation ("Univision"). On May 15, 2002, Bieling, during the course of his employment learned that Univision was considering acquiring HSP (the "Acquisition"). Between May 17 and May 30, 2002, Bieling purchased 2,500 shares of HSP common stock while in possession of material nonpublic information relating to the Acquisition. Bieling made these purchases in violation of a Univision policy prohibiting employees from using nonpublic corporate information for their personal benefit. Bieling was aware of this policy at the time he purchased the HSP securities. On June 12, 2002, Univision and HSP announced the Acquisition, causing HSP's stock price to increase 9% from a closing price of $24.45 per share on June 11, 2002, to a closing price of $26 per share on June 12, 2002. By purchasing HSP shares in advance of the Acquisition announcement, Defendant realized potential trading profits totaling $500.

3. Defendant Hughes is a member of the board of directors of HSP. On May 14, 2002, Hughes, in his official capacity at HSP, learned of the impending Acquisition. Hughes directed his assistant to make purchases of stock resulting in the purchase of 13,500 shares of HSP common stock. These purchases were made between May 21 and June 10, 2002, while Hughes was in possession of material nonpublic information relating to the Acquisition. These purchases breached a duty of trust and confidence Hughes owed to HSP and its shareholders. On June 12, 2002, Univision and HSP announced the Acquisition, causing HSP's stock price to increase 9% from a closing price of $24.45 per share on June 11, 2002, to a closing price of $26 per share on June 12, 2002. Hughes realized potential trading profits totaling $13,060 from these purchases of HSP securities in advance of the Acquisition announcement. In addition, Hughes, who was required to disclose changes in his ownership of HSP stock, failed to file the requisite Forms 4 with the Commission within the prescribed time following these purchases of HSP stock.

4. Defendant S. White is a registered representative of a broker-dealer and an associated person of an investment adviser. On June 9, 2002, S. White learned from a major HSP shareholder and prospective advisory client, with whom he had a fiduciary relationship, that Univision would likely acquire HSP. At the time S. White learned of the Acquisition, he knew it was confidential. Nevertheless, on June 11, 2002, S. White recommended that an institutional client and a friend purchase HSP stock. That same day, based on S. White's recommendation, his client purchased 158,800 shares of HSP, at a cost of $2,649,182, and his friend purchased 500 shares of HSP at a cost of $2,435. By using material nonpublic information to make stock recommendations, Defendant breached a duty of trust and confidence. On June 12, 2002, Univision and HSP announced the Acquisition, causing HSP's stock price to increase 9% from a closing price of $24.45 per share on June 11, 2002, to a closing price of $26 per share on June 12, 2002. By purchasing HSP shares in advance of the Acquisition announcement, S. White's client and friend realized potential trading profits of $195,168 and $165, respectively.

5. On June 12, 2002, Univision and HSP announced in a press release that they had entered into a definitive merger agreement whereby Univision would acquire HSP. Before the public announcement on June 10, 2002, Defendant W. White learned of the confidential information regarding the impending Acquisition from a person with whom the Defendant had a relationship of trust and confidence. On June 11, 2002, Defendant purchased 3,000 shares of HSP common stock. In doing so, Defendant traded in the shares of HSP common stock while in possession of material nonpublic information. Before the market opening on June 12, 2002, Univision and HSP announced the Acquisition. News of the Acquisition caused HSP's stock price to increase, and as it increased, Defendant liquidated his HSP shares, realizing trading profits of $9,790.

6. By reason of these activities, Defendants have violated Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. In addition, Defendant Hughes has violated Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rule 16a-3 thereunder [17 C.F.R. § 240.16a-3]. The Commission, in the interest of protecting the public from any further violations of the federal securities laws, brings this action against Defendants seeking permanent injunctive relief, appropriate civil money penalties, and disgorgement of ill-gotten gains plus prejudgment interest; and further an officer and director bar as to Defendant Hughes.

II. JURISDICTION

7. The Commission brings this action pursuant to the authority conferred upon it by Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)] to enjoin Defendants from future violations of the federal securities laws and to seek disgorgement, prejudgment interest, and a civil penalty.

8. This Court has jurisdiction over this action pursuant to Sections 21(d), 21A and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u-1 and 78aa].

9. Defendants, directly and indirectly, made use of the mails and of the means and instrumentalities of interstate commerce in connection with the acts, practices and courses of business described in this Complaint.

10. Venue is proper because transactions, acts, practices and courses of business described below occurred within the jurisdiction of the Northern District of Texas, including, but not limited to, the fact that HSP is headquartered in Dallas, Texas.

III. DEFENDANTS

11. Ernest C. Bieling, age 54, is a resident of Wayne, New Jersey. Defendant was employed by Univision as a Director of Finance, a mid-level management position, during all periods relevant to this case.

12. Robert W. Hughes, age 68, is a resident of Austin, Texas. From 1996 until recently, Mr. Hughes was a member of the board of directors of HSP.

13. Stephen A. White, age 36, and a resident of Dallas, Texas, has been a registered representative and an associated person of a Commission registered broker-dealer and investment adviser in Dallas since December 1999.

14. William D. White, III, age 44, is a resident of Dallas, Texas.

IV. RELATED PARTIES

15. Hispanic Broadcasting Corporation ("HSP") is a Delaware corporation with its principal place of business in Dallas, Texas, and is in the business of owning and managing Spanish language radio stations. HSP's common stock is registered with the Commission under Section 12(b) of the Exchange Act, and it trades on the New York Stock Exchange ("NYSE") under the symbol HSP.

16. Univision Communications Corporation ("Univision") is a Delaware corporation with its principal place of business in Los Angeles, California, and is in the business of owning and managing Spanish language television stations. Univision's common stock is registered with the Commission under Section 12(b) of the Exchange Act, and it trades on the NYSE under the symbol UVN.

V. STATEMENT OF FACTS

A. ERNEST C. BIELING

17. As Director of Finance at Univision, Defendant Bieling attended an "Up-Front" meeting at the Lincoln Center in New York City on May 15, 2002. The purpose of the "Up-Front" meeting was for Univision to present its programming line-up to potential advertisers. While at this event, Bieling's supervisor, George Blank, the CFO of Univision, had a private meeting with Bieling and four of his co-workers.

18. During the private meeting, Blank stated that management at Univision and HSP had reached a preliminary agreement for Univision to acquire HSP, and that this information was confidential and nonpublic. Blank disclosed this information to Bieling and his co-workers for corporate purposes, such as performance of the due diligence process related to the Acquisition.

19. On May 17, 2002, Bieling purchased 1,000 shares of HSP at a price of $26.60 per share, through a self-directed, on-line account at Fidelity Investments ("Fidelity") that he holds in his own name.

20. On May 21, 2002, Bieling purchased another 1,000 shares of HSP at a price of $26 per share, in an on-line, self-directed Fidelity account that is a jointly held by him and his wife.

21. On May 30, 2002, Bieling purchased an additional 500 shares of HSP at a price of $25 per share in the Fidelity account held in his name alone.

22. Bieling made each of these purchases, totaling 2,500 shares of HSP, while in possession of material nonpublic information relating to the Acquisition.

23. By making these purchases, Bieling breached a duty of trust and confidence that he owed to Univision. Specifically, he violated Univision's employee guidelines, which he read and understood, by using nonpublic information obtained through his employment at Univision, including information relating to proposed transactions and acquisitions, for personal gain.

24. Before the market opened on June 12, 2002, the Acquisition was made public through a joint press release issued by HSP and Univision. Following the announcement of the Acquisition, HSP's stock price increased 9% from a closing price on June 11 of $24.45 per share to a closing price of $26 per share on June 12.

25. As a result of Bieling's trading in HSP securities in advance of the Acquisition, he realized potential trading profits of $500.

B. ROBERT W. HUGHES

26. On May 14, 2002, Defendant Hughes attended a meeting of HSP's board of directors. During the meeting, HSP's CEO formally notified the board of directors of the impending Acquisition. Hughes knew this information was confidential.

27. Hughes directed his assistant to make purchases of HSP stock, which resulted in the following described purchases of shares of HSP common stock:

a. On May 21, 2002, Hughes's assistant purchased 1,500 shares of HSP at a price of $23.76 per share through an on-line, self-directed Fidelity Investments ("Fidelity") account entitled Lee B. Walker Minor's Trust. Hughes acts as trustee for the account. Lee B. Walker is Hughes's stepson from his second marriage.

b. The following day, May 22, 2002, Hughes's assistant purchased 1,500 shares in an account in the name of Lee B. Walker individually. Hughes also acts as the trustee for this account.

c. On May 22, 2002, Hughes's assistant purchased 4,000 shares in the account of Tanager Investments, LLC. Hughes was the president and a controlling shareholder of Tanager Investments, LLC, and had investment control over its securities portfolio.

d. On May 22, 2002, Hughes's assistant purchased 1,000 shares in the account of RemainderOne LP. Hughes was the general partner of RemainderOne, LP.

e. On June 10, 2002, the board of directors of HSP, including Hughes, voted to accept Univision's acquisition offer. That same day, Hughes's assistant purchased 3,500 shares at $23.90 per share and 500 shares at $23.76 per share in the Tanager Investments, LLC account, and 1,500 shares at $23.76 per share in the Lee B. Walker Minor's Trust account.

28. Hughes was a beneficial owner of the securities held in the Tanager Investments, LLC, RemainderOne LP, Lee B. Walker Minor's Trust and the Lee B. Walker accounts.

29. The purchases of HSP securities made at Hughes's direction during May and June 2002, were while Hughes was in possession of material nonpublic information relating to the Acquisition, which he obtained through his position as a director of HSP.

30. By directing that the purchases of HSP securities be made, Hughes breached a duty of trust and confidence that he owed HSP and its shareholders.

31. Before the market opened on June 12, 2002, the Acquisition was made public through a joint press release issued by HSP and Univision. Following the announcement of the Acquisition, HSP's stock price increased 9% from a closing price on June 11, 2002, of $24.45 per share to a closing price of $26 per share on June 12, 2002.

32. As a result of the trading in HSP securities in advance of the Acquisition, Hughes realized potential trading profits of $13,060.

33. As an HSP Director, Hughes was required to file with the Commission, not later than ten days after the close of May and June 2002, a statement on Form 4, indicating (i) his beneficial ownership of HSP stock as of the close of the month, and (ii) the changes in his beneficial ownership that had occurred during the month. Hughes did not file the required statements until December 2002.

C. STEPHEN A. WHITE

34. On June 9, 2002, one of several major HSP shareholders with whom HSP management had consulted about the Acquisition, called Defendant S. White, to ask his advice regarding the effect the proposed Acquisition would have upon a pending divorce settlement. S. White had been acting as a financial adviser to the shareholder since May 2002, if not earlier.

35. During the phone call, the shareholder told S. White that Univision would likely be acquiring HSP and that HSP's board would be voting on the Acquisition the next day, June 10, 2002. He also told S. White the Acquisition would likely be announced in the days following the board meeting, and informed S. White that the information regarding the Acquisition was confidential.

36. On the morning of June 10, 2002, S. White, knowing he was in possession of the material nonpublic information regarding the Acquisition, contacted the broker liaison at his investment firm. S. White told the broker liaison that he had "sensitive" information regarding a pending acquisition of HSP by Univision and asked the broker liaison what he should do about the situation.

37. The broker liaison referred S. White to his supervisor, who in turn referred him to the firm's general counsel. The general counsel instructed S. White to keep the information confidential.

38. The next day, June 11, 2002, S. White received a call from a client. During the call, the client asked S. White what investments he liked. S. White told the client that he liked HSP.

39. Based on S. White's recommendation, on June 11, 2002, the client purchased a total of 158,800 shares of HSP stock through three different brokerage firms at prices ranging from $24.26 per share to $24.39 per share.

40. On June 11, 2002, S. White had lunch with a friend, who is also a stockbroker. During lunch, S. White recommended that his friend purchase HSP stock, calling it a "strong buy." Later that afternoon, based on S. White's recommendation, his friend instructed his wife to purchase 100 shares of HSP in an online account she held in her name. Per his instructions, 100 shares of HSP were purchased at $24.35 per share.

41. S. White, while in possession of material nonpublic information relating to the Acquisition, recommended the purchase of HSP stock to his client to enhance his reputation, and to his friend to confer a gratuitous benefit. When S. White made these recommendations, he violated a duty of trust and confidence.

42. Before the market opened on June 12, 2002, the Acquisition was made public through a joint press release issued by HSP and Univision. Following the announcement of the Acquisition, HSP's stock price increased 9% from a closing price on June 11, 2002, of $24.45 per share to a closing price of $26 per share on June 12, 2002.

43. Based on their pre-Acquisition purchases of HSP stock, S. White's client realized potential trading profits of $195,168 and S. White's friend realized potential trading profits of $165.

D. WILLIAM D. WHITE, III

44. On June 10, 2002, Defendant W. White learned about the impending Acquisition from a person with whom the W. White had a relationship of trust and confidence.

45. W. White knew the information relating to the Acquisition was confidential and nonpublic.

46. On June 11, 2002, W. White misappropriated the information concerning the Acquisition and purchased 3,000 shares of HSP common stock at prices ranging from $24.40 to $24.49 per share. W. White's purchases of HSP stock were made while in possession of material nonpublic information relating to the Acquisition and in violation of a duty of trust and confidence.

47. Before the market opened on June 12, 2002, the Acquisition was made public through a joint press release issued by HSP and Univision. Following the announcement of the Acquisition, HSP's stock price increased 9% from a closing price on June 11, 2002, of $24.45 per share to a closing price of $26 per share on June 12, 2002.

48. On June 12, 2002, W. White liquidated his entire position in HSP at $27.70 per share, and thereby realized trading profits of $9,790.

VI. CLAIMS

FIRST CLAIM
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] Thereunder by Defendants

49. Plaintiff Commission repeats and incorporates paragraphs 1 through 48 of this Complaint by reference as if set forth verbatim.

50. Defendants by engaging in the conduct described above, directly and indirectly, in connection with the purchase and sale of securities, and by use of the means and instrumentalities of interstate commerce and of the mails, has:

(a) employed devices, schemes and artifices to defraud;

(b) made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and

(c) engaged in acts, practices or courses of business which have operated or will operate as a fraud and deceit upon other persons.

51. Defendants intentionally, knowingly or recklessly made the untrue statements and omissions and engaged in the devices, schemes, artifices, transactions, acts, practices and courses of business described above.

52. By reason of their foregoing acts and practices, Defendants violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

SECOND CLAIM
Violations of Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rule 16a-3 Thereunder [17 C.F.R. § 240.16a-3] by Defendant Hughes

54. Plaintiff Commission repeats and incorporates paragraphs 1 through 48 of this Complaint by reference as if set forth verbatim.

55. Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] requires each director of an issuer whose securities are registered with the Commission under Section 12 of the Exchange Act [15 U.S.C. § 78l] to file with the Commission, within ten days after the close of each calendar month in which the director's beneficial ownership of the issuer's securities has changed, a statement indicating (i) the changes that occurred during the month; and (ii) the director's beneficial ownership of the securities as of the close of the month. Exchange Rule 16a-3 [17 C.F.R. § 240.16a-3] requires the use of Commission Form 4 for the filing of those statements.

56. Defendant Hughes failed to file the requisite Forms 4 reflecting his purchases of HSP stock during May and June 2002 until December 2002.

57. By reason of the foregoing, Defendant Hughes violated and, unless enjoined, will continue to violate Section 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rule 16a-3 thereunder [17 C.F.R. § 240.16a-3].

VII. PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter a judgment:

(i) permanently enjoining Defendants from violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder;

(ii) permanently enjoining Defendant Hughes from violating 16(a) of the Exchange Act [15 U.S.C. § 78p(a)] and Rule 16a-3 thereunder [17 C.F.R. § 240.16a-3];

(iii) ordering Defendants to pay civil penalties pursuant to Section 21A of the Exchange Act [15 U.S.C. § 78u-1] for their violations of the federal securities laws as alleged herein;

(iv) ordering Defendants to disgorge all ill-gotten gains from the conduct alleged herein, with prejudgment interest;

(v) prohibiting Defendant Hughes from acting as an officer or director of any issuer required to file reports pursuant to Sections 12(b), 12(g) or 15(d) of the Exchange Act [15 U.S.C. §§ 78l(b), 78l(g) and 78o(d)], pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; and

(vi) granting such other relief as this Court may deem just and appropriate.

Dated this 9th day of October, 2003.

Of Counsel:
SPENCER C. BARASCH
ALAN M. BUIE
ROBERT LONG
JULIA W. HUSEMAN
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Fort Worth Office
Burnett Plaza, Suite 1900
801 Cherry Street, Unit #18
Fort Worth, Texas 76102-6882

http://www.sec.gov/litigation/complaints/comp18407.htm