-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8NGb8QI1Wxy9GmyErs8nEho2hNnHuiptmdt16CJKHfzI+ukYL4XcO4F5UU8zIMZ xjcWKDfeTauuXWu5N1bCMg== 0001104659-06-000305.txt : 20060104 0001104659-06-000305.hdr.sgml : 20060104 20060104133021 ACCESSION NUMBER: 0001104659-06-000305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 GROUP MEMBERS: A. JERROLD PERENCHIO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTRAVISION COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001109116 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 954783236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59459 FILM NUMBER: 06506069 BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3104473870 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVISION COMMUNICATIONS INC CENTRAL INDEX KEY: 0001017008 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 954398884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STE 3050 CITY: LOS ANGLES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105567676 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS INC SUITE 3050 CITY: LOS ANGLES STATE: CA ZIP: 90067 SC 13D/A 1 a05-22627_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Entravision Communications Corporation

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

29382R 10 7

(CUSIP Number)

 

Univision Communications Inc.

1999 Avenue of the Stars, Suite 3050

Los Angeles, California  90067

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 1, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   29382R 10 7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Univision Communications Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
BK, WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
24,352,729

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
24,352,729

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
24,352,729

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
29.0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
A. Jerrold Perenchio

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S. Citizen

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
24,352,729

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
24,352,729

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
24,352,729

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
29.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

PREAMBLE

 

This Amendment No. 7 to Schedule 13D hereby amends the Schedule 13D Amendment No. 6 filed on July 29, 2005. The filing of this Schedule 13D is not, and should not be, an admission that such Schedule 13D is required to be filed.

 

Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

Item 4.

Purpose of Transaction

On January 1, 2006, Univision Communications Inc. closed the transaction contemplated by the Asset Purchase Agreement dated July 25, 2005 by and among Univision Communications Inc., Univision Radio License Corporation, the Issuer, and Entravision Holdings, LLC and transferred 12,573,871 shares of the Issuer’s Class U common stock to the Issuer at the closing.

 

 

Item 5.

Interest in Securities of the Issuer

(a)   The aggregate number of securities to which this Schedule 13D relates is 24,352,729 shares (the “Securities”), representing approximately 29.0% of the outstanding 84,118,816 shares of the Issuer’s Class A common stock (after giving effect to the transaction described in this Schedule 13D and assuming the Issuer’s Class U common stock, but not the Issuer’s Class B common stock, are converted as of November 4, 2005, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2005). All of the Securities are shares of Class U common stock of the Issuer that are mandatorily converted into shares of Class A common stock of the Issuer in connection with any transfer by the Reporting Persons to a third party that is not an affiliate of Univision.  The conversion ratio is 1:1. The Securities represent approximately 19.8% of the Issuer’s Class A common stock assuming conversion of the Class B common stock and the exercise of outstanding options.

 

Mr. Perenchio may be deemed to have beneficial ownership of the Securities beneficially owned by Univision (although he specifically disclaims such beneficial ownership).  The remaining Covered Persons disclaim beneficial ownership of the Securities.

 

(b)   Each of the Reporting Persons has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the Securities reported for it.  The remaining Covered Persons disclaim beneficial ownership of the Securities.

 

(c)   Except as set forth in this Schedule 13D/A, to the best of their knowledge, the Covered Persons have not effected any transaction in the Securities during the past sixty days.

 

(d)   Not applicable.

 

(e)   Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

 

4



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:

January 3, 2006

 

 

 

 

 

 

 

Univision Communications Inc.

 

 

 

 

 

 

By:

/s/ C. Douglas Kranwinkle

 

 

 

C. Douglas Kranwinkle

 

 

Executive Vice President

 

 

 

 

 

 

 

 

/s/ A. Jerrold Perenchio

 

 

 

A. Jerrold Perenchio

 

5


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