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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
UNIVISION COMMUNICATIONS INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
914906102
(CUSIP Number)
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Page 1 of 10 Pages
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SCHEDULE 13G
CUSIP NO.: 914906102
(1) NAME OF REPORTING PERSON: Gustavo A. Cisneros
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: Venezuela
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER: -0-
(6) SHARED VOTING POWER: 4,459,290 shares of Class A
Common Stock
(7) SOLE DISPOSITIVE POWER: -0-
(8) SHARED DISPOSITIVE POWER: 4,459,290 shares of Class A
Common Stock
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,459,290 shares of Class A Common Stock
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES(1) /X/
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
27% of Class A Common Stock
(12) TYPE OF REPORTING PERSON: IN
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(1) Excludes warrants to purchase an aggregate of 6,859,425 shares of Class
V Convertible Common Stock which may be exercised only to the extent
that such exercise would not cause a violation of the Communications
Act of 1934, as amended.
Page 2 of 10 Pages
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SCHEDULE 13G
CUSIP NO.: 91406102
(1) NAME OF REPORTING PERSON: Ricardo Cisneros
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: Venezuela
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER: -0-
(6) SHARED VOTING POWER: 4,459,290 shares of Class A
Common Stock
(7) SOLE DISPOSITIVE POWER: -0-
(8) SHARED DISPOSITIVE POWER: 4,459,290 shares of Class A
Common Stock
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,459,290 shares of Class A Common Stock
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES(1) /X/
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
27% of Class A Common Stock
(12) TYPE OF REPORTING PERSON: IN
Page 3 of 10 Pages
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SCHEDULE 13G
CUSIP NO.: 914906102
(1) NAME OF REPORTING PERSON: Venevision International Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE VOTING POWER: -0-
(6) SHARED VOTING POWER: 4,306,431 shares of Class A
Common Stock
(7) SOLE DISPOSITIVE POWER: -0-
(8) SHARED DISPOSITIVE POWER: 4,306,431 shares of Class A
Common Stock
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,306,431 shares of Class A Common Stock
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES(1) /X/
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
27% of Class A Common Stock
(12) TYPE OF REPORTING PERSON: CO
Page 4 of 10 Pages
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ITEM 1(a). NAME OF ISSUER:
Univision Communications Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1999 Avenue of the Stars
Suite 3050
Los Angeles,California 90067
ITEM 2(a). NAME OF PERSON FILING:
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
ITEM 2(c). CITIZENSHIP:
Gustavo A. Cisneros
Quinta "La Canada"
Callejon Galipan, Calle El Parque
Caracas, Venezuela
Ricardo J. Cisneros
c/o Guri Organizacion de Servicios C.A.
Paseo Enrique Eraso
Centro Comercial Paseo Las Mercedes
Piso 2
Caracas, Venezuela
Venevision International Limited
Omar Hodge Building
Wickham's Cay, Road Town
Tortola, British Virgin Islands
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock(2)
ITEM 2(e). CUSIP NUMBER:
914906102
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(2) The securities that give rise to each Reporting Person's reporting
obligation are shares of Class V Common Stock, which are convertible
into Class A Common Stock on a share for share basis. Pursuant to Rule
13d-3(d)(1)(i), such shares of Class V Common Stock shall be deemed to
be outstanding shares of Class A Common Stock for the purpose of
computing the percentage of outstanding securities of Class A Common
Stock deemed beneficially owned by the person filing this report.
Page 5 of 10 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES
13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON
FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) / / Investment Company registered under Section 8 of the
Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund, see 13d-1(b)(1)(ii)(F),
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G); see Item 7,
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount beneficially owned:
Gustavo A. Cisneros - 4,459,290 shares of
Class A Common Stock
Ricardo Cisneros - 4,459,290 shares of
Class A Common Stock
Venevision International
Limited - 4,306,431 shares of
Class A Common Stock
(b) Percent of class:
Gustavo A. Cisneros - 27% of Class A
Common Stock
Page 6 of 10 Pages
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Ricardo Cisneros - 27% of Class A
Common Stock
Venevision International
Limited - 27% of Class A
Common Stock
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote:
Gustavo A. Cisneros - 4,459,290 shares of
Class A Common Stock
Ricardo Cisneros - 4,459,290 shares of
Class A Common Stock
Venevision International
Limited - 4,306,431 shares of
Class A Common Stock
(iii) Sole power to dispose or to direct the
disposition of: -0-
(iv) Shared power to dispose or to direct the
disposition of:
Gustavo A. Cisneros - 4,459,290 shares of
Class A Common Stock
Ricardo Cisneros - 4,459,290 shares of
Class A Common Stock
Venevision International
Limited - 4,306,431 shares of
Class A Common Stock
Each of Gustavo and Ricardo Cisneros disclaims beneficial ownership of
all of the above shares of Class A Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the beneficial owner of
more than five percent of the Common Stock, check the following / /.
Page 7 of 10 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP.
See Exhibit A attached hereto
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
Not applicable
The Reporting Persons' holdings as reported herein should not
be construed as a recommendation to buy, sell or hold securities of the Issuer.
Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
February 21, 1997
/s/ Gustavo A. Cisneros
__________________________________
Gustavo A. Cisneros
/s/ Ricardo Cisneros
__________________________________
Ricardo Cisneros
VENEVISION INTERNATIONAL
LIMITED
By: /s/ Alejandro Rivera
______________________________
Name: Alejandro Rivera
Page 9 of 10 Pages
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EXHIBIT A
Members of the Group
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Gustavo A. Cisneros
Ricardo Cisneros
Venevision International Limited
Page 10 of 10 pages
