UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4*
UNIVISION COMMUNICATIONS INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, $0.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
914906102
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(CUSIP Number)
Joaquin Balcarcel
GRUPO TELEVISA, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
525-55-261-2000
COPY:
Joshua R. Cammaker, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
212-403-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 2006
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(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 Schedule13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13(g), check the
following box. [__]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 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. 914906102 13D
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Grupo Televisa, S.A.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)......................................................|_|
(b)......................................................|X|
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3. SEC Use Only................................................
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4. Source of Funds (See Instructions)
WC, BK, OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)...........................|_|
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6. Citizenship or Place of Organization
Mexico
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Number Of 7. Sole Voting Power
Shares Bene-
ficially Owned 39,289,534(1)(2)
By Each ------------------------------------------------------------
Reporting
Persons With 8. Shared Voting Power
0
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9. Sole Dispositive Power
39,289,534(1)(2)
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10. Shared Dispositive Power
(0)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
39,289,534(1)(2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...............................|X|
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13. Percent of Class Represented by Amount in Row (11)
11.4% (3)
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CUSIP No. 914906102 13D
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14. TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) The filing of this Schedule 13D shall not be construed as an admission
by Grupo Televisa, S.A. that it or any of its affiliates is the
beneficial owner of any securities covered hereby for any purposes
other than Section 13(d) of the Act.
(2) Of this number, 6,000,000 shares of Class A Common Stock and a warrant
entitling the holder to purchase an additional 100,000 shares were
issued to Televisa on or about April 16, 2002, upon the closing of the
Fonovisa Purchase Transaction described in Item 4 of the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
February 25, 2002. This number does not include, and Grupo Televisa,
S.A. disclaims beneficial ownership of, any shares which may be
beneficially owned by persons set forth on Schedule 1 hereto. This
number excludes any shares beneficially owned by any other member of
the group described under Item 4 herein, and Grupo Televisa, S.A.
disclaims beneficial ownership of any such shares.
(3) 11.4% when calculated on a diluted basis, based on 305,537,547 shares
of common stock of the Issuer outstanding as of April 20, 2006, as
reported on the Issuer's Form 10-Q filed on May 10, 2006, and
39,339,700 outstanding warrants.
This Amendment No. 4 (this "Amendment") further amends and
supplements the Statement on Schedule 13D filed with the Securities and Exchange
Commission on February 25, 2002, by and on behalf of Grupo Televisa, S.A., a
Mexican corporation ("Televisa"), with respect to shares of Class A common
stock, par value $.01 per share (the "Class A Stock"), of Univision
Communications Inc., a Delaware corporation (the "Issuer"), as previously
amended by Amendment No. 1 hereto, filed with the Securities and Exchange
Commission on April 19, 2006, Amendment No. 2 hereto, filed with the Securities
and Exchange Commission on April 27, 2006 and Amendment No. 3 hereto, filed with
the Securities and Exchange Commission on May 12, 2006. The principal executive
offices of the Issuer are located at 1999 Avenue of the Stars, Suite 3050, Los
Angeles, California 90067. Unless otherwise indicated, each capitalized term
used but not otherwise defined herein shall have the meaning assigned to such
term in the Statement on Schedule 13D dated February 25, 2002, as amended.
Unless specifically amended or modified hereby, the disclosure set forth in the
Statement on Schedule 13D dated February 25, 2002, as amended, shall remain
unchanged.
ITEM 4. Purpose of Transaction.
The information contained in Item 4 of the Statement on
Schedule 13D dated February 25, 2002, as amended, is hereby amended and
supplemented by adding prior to the last paragraph thereof the following:
On June 27, 2006, the Issuer announced that it entered into a
definitive agreement pursuant to which a group consisting of Madison Dearborn
Partners, Providence Equity Partners, Texas Pacific Group, Thomas H. Lee
Partners and Saban Capital Group would acquire the Issuer for $36.25 per share
in cash.
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Following that announcement, on June 27, 2006, Televisa
issued the press release attached as Exhibit 1 hereto.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4 above.
See Item 4 above.
ITEM 7. Material to Be Filed as Exhibits
Exhibit 1 Press Release, dated June 27, 2006.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: June 28, 2006 GRUPO TELEVISA, S.A.
By: /s/ Joaquin Balcarcel
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Name: Joaquin Balcarcel
Title: Vice President and
General Counsel
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Exhibit 1
[LOGO - TELEVISA] PRESS RELEASE
FOR IMMEDIATE RELEASE
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GRUPO TELEVISA ISSUES STATEMENT REGARDING UNIVISION BOARD ACTION
New York and Mexico City, June 27, 2006--Grupo Televisa, S.A. ("Televisa";
NYSE:TV; BMV:TLEVISA CPO) is disappointed about the outcome of the Univision
auction. Notwithstanding our repeated offers to discuss all aspects of our
proposal including price, Univision and its advisers refused to enter into any
discussions with us after we submitted our initial bid.
Given this action by Univision's board, Televisa has a number of alternatives it
is considering.
Moreover, Televisa will vigorously pursue its options to build its potential in
the growing U.S. Hispanic marketplace.
Grupo Televisa, S.A., is the largest media company in the Spanish-speaking world
and a major participant in the international entertainment business. It has
interests in television production and broadcasting, production of pay
television networks, international distribution of television programming,
direct-to-home satellite services, publishing and publishing distribution, cable
television, radio production and broadcasting, professional sports and live
entertainment, feature film production and distribution, and the operation of a
horizontal internet portal. Grupo Televisa also owns an unconsolidated equity
stake in Univision, the leading Spanish-language media company in the United
States, and in La Sexta, a free-to-air television venture in Spain.
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TELEVISA INVESTOR RELATIONS CONTACTS: MEDIA RELATIONS CONTACTS:
MICHEL BOYANCE / ALEJANDRO EGUILUZ MANUEL COMPEAN
Tel: +52 (55) 5261-2445 +52 (55) 5728-3815
Fax: +52 (55) 5261-2494 Fax: + 52 (55) 5728-3632
ir@televisa.com.mx mcompean@televisa.com.mx
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LIN WU/JEREMY FIELDING/SCOTT HYNES
Kekst and Company
Tel: +1 (212) 521-4800
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