-----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, USEd6oM/DAf4cr5njbXUrfuR791vP+B/6dXzrjDc1/8NP5zSczX8qoq91KkKvfyJ vIXAjQSzHVijKEQYNf8qNw== 0001104659-03-003244.txt : 20030228 0001104659-03-003244.hdr.sgml : 20030228 20030228143649 ACCESSION NUMBER: 0001104659-03-003244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030228 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: 03586179 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 j7990_sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.    5  )*

 

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)

 

February 27, 2003

(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, which is the subject of this Schedule 13D and is filing this schedule because of Rule 13D-1(b)(3) or (4), check the following box: [ ]

Check the following box if a fee is being paid with this Statement: [ ]

 

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)

 [    ]

 

 

(b)

 [X]

 

 

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)  [    ]

 

 

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
36,926,323

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
36,926,323

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,926,323

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
39.9%

 

 

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)

 [    ]

 

 

(b)

 [X]

 

 

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)  [    ]

 

 

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
36,926,323

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
36,926,323

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,926,323

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
39.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

PREAMBLE

 

This Amendment No. 5 to Schedule 13D hereby amends the Schedule 13D Amendment No. 4 filed on November 28, 2000. The filing of this Schedule 13D is not, and should not be, an admission that such Schedule 13D is required to be filed.

 

Item 4.

Purpose of Transaction

 

On February 27, 2003, Univision Communications Inc. issued the press release attached as Exhibit 99.1.

 

Item 5.

Interest in Securities of the Issuer

 

(a)

The aggregate number of Securities to which this Schedule 13D relates is 36,926,323 shares, representing 30.7% of the outstanding 120,112,292 shares of the Issuer’s Class A common stock (assuming the Issuer’s Class B and Class C common stock have been converted).  A total of 21,983,392 of the Securities are Class C shares that may be converted at any time by the Reporting Persons to Class A shares.  The conversion ratio is 1:1.

 

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.

 

 

 

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:  February 27, 2003

 

Date

 

 

 

Univision Communications Inc.

 


/s/ Robert V. Cahill

 

Signature

 


Robert V. Cahill / Vice President and Secretary

 

Name/Title

 

 


/s/ A. Jerrold Perenchio

 

Signature

 


A. Jerrold Perenchio

 

Name/Title

 

5


EX-99.1 3 j7990_ex99d1.htm EX-99.1

 

EXHIBIT 99.1

 

 

 

 

 

 

 

 

Contacts:

For Univision

For Hispanic Broadcasting

 

Investors:

Diana Vesga

Jeff Hinson

 

 

310-556-7695

214-525-7700

 

 

 

 

 

Media:

Stephanie Pillersdorf

 

 

 

Citigate Sard Verbinnen

 

 

 

212-687-8080

 

 

 

 

U.S. DEPARTMENT OF JUSTICE AND UNIVISION COMMUNICATIONS REACH TENTATIVE AGREEMENT REGARDING UNIVISION’S ACQUISITION OF HISPANIC BROADCASTING

 

Univision and Hispanic Broadcasting Expect To Close Transaction On Or About March 14

 

LOS ANGELES AND DALLAS, FEBRUARY 27, 2003 – Univision Communications Inc. (NYSE: UVN) and Hispanic Broadcasting Corporation (NYSE: HSP) today announced that they have reached a tentative agreement with the United States Department of Justice (DOJ) pursuant to which the DOJ will not object to Univision’s acquisition of Hispanic Broadcasting so long as Univision takes two actions with respect to its investment in Entravision Communications Corporation (NYSE: EVC):

 

1)             Univision converts all of its shares of capital stock of Entravision Communications Corporation into a new class of non-voting preferred stock of Entravision that will not have any consent or other voting rights other than the right to approve a merger, sale, liquidation, or winding up of Entravision and the sale by Entravision of any television station affiliated with a Univision-owned network.  Any shares of such preferred stock that are transferred by Univision (other than to its affiliates) will be automatically converted into Class A common stock of Entravision.

 

2)             Over the next 6 years, Univision will sell enough of its Entravision stock so that Univision’s ownership of Entravision will not exceed 15% at the end of 3 years and 10% at the end of 6 years.  Univision now owns shares of Entravision representing approximately 27% on a fully converted basis.

 

This agreement with the DOJ will have no impact on Univision’s existing television station affiliation agreements with Entravision.  This tentative agreement was negotiated by Univision directly with the DOJ.  Any changes in Entravision’s charter documents necessary to implement the terms of the tentative agreement will require the approval of Entravision.

 

As previously announced, Univision and Hispanic Broadcasting will hold their respective shareholder meetings tomorrow.  Subject to shareholder and FCC approvals, the companies expect to close the transaction on or about March 14, 2003.

 

Univision Communications Inc. (NYSE: UVN) is the premier Spanish-language media company in the United States.  Its operations include: Univision Network, the most-watched Spanish-language broadcast

 

 



 

television network in the U.S. reaching 97% of U.S. Hispanic households; TeleFutura Network, the new 24-hour general-interest Spanish-language broadcast television network reaching 74% of U.S. Hispanic Households; Univision Television Group, which owns and operates 22 Univision Network television stations and 1 UPN television station; TeleFutura Television Group, which owns and operates 27 TeleFutura Network television stations; Galavisión, the country’s leading Spanish-language cable network; Univision Music Group, which includes the Univision Music label, Fonovisa Records label, and a 50% interest in Mexican based Disa Records label as well as Fonomusic and America Musical Publishing companies; and Univision Online, the premier Internet company in the U.S. Hispanic market located at www.univision.com.  Univision Communications is headquartered in Los Angeles with network operations in Miami and television stations and sales offices in major cities throughout the United States.

 

Hispanic Broadcasting Corporation (NYSE: HSP), the largest Spanish-language radio broadcaster in the United States, currently owns and operates 63 radio stations in fifteen of the top twenty Hispanic markets. The Company also owns and operates a network of Hispanic community-focused bilingual web sites found at www.netmio.com.

 

# # #

 

Forward-Looking Statements

 

This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about future financial and operating results and Univision Communications’ anticipated acquisition of Hispanic Broadcasting Corporation.  These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements.  The pertinent risk factors for each company can be found in its Form 10-K on file with the SEC and the Form S-4 filed by Univision Communications on August 30, 2002, as amended.

 

 


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