SCHEDULE 14C
(RULE 14C-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14c-5(d)(2))
[x] Definitive Information Statement
Univision Communications Inc.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
UNIVISION COMMUNICATIONS
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
December 18, 1997
Dear Stockholder:
I am writing to inform you of an amendment to the Restated
Certificate of Incorporation of Univision Communications Inc.
(the "Company") to (a) increase the authorized number of shares
of common stock from 197,660,000 to 342,000,000, and (b) effect a
two-for-one stock split. The authorized number of Class P Common
Stock will increase from 23,830,000 shares to 96,000,000 shares,
Class T Common Stock will increase from 11,915,000 shares to
48,000,000 shares and Class V Common Stock will increase from
11,915,000 shares to 48,000,000. The authorized number of shares
of Class A Common Stock and Series A Cumulative Convertible
Preferred Stock will remain unchanged. The new shares will be
distributed on or about January 12, 1998 to stockholders of
record as of the close of business on December 17, 1997.
Stockholders holding in excess of a majority of the votes of each
of the Class P Common Stock, Class T Common Stock, and Class V
Common Stock have approved the amendment to increase the number
of authorized shares of their respective classes of stock.
Stockholders holding in excess of a majority of the votes of
Class A Common Stock, Class P Common Stock and Series A
Cumulative Convertible Preferred Stock and the Class T Common
Stock and Class V Common Stock voting together as one class have
approved the amendment to the Company's Restated Certificate of
Incorporation and the stock split. Therefore, this Information
Statement is being furnished to stockholders of the Company for
informational purposes only.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
APPROVED THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
The accompanying Information Statement describes in more
detail the amendment to the Restated Certificate of Incorporation.
I urge you to read the accompanying materials carefully.
Sincerely,
/s/ A. Jerrold Perenchio
A. Jerrold Perenchio
Chairman of the Board
<PAGE>
UNIVISION COMMUNICATIONS INC.
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
________________________
INFORMATION
STATEMENT
________________________
GENERAL INFORMATION
This Information Statement is being furnished to the
stockholders of Univision Communications Inc., a Delaware
corporation (the "Company"), in connection with the amendment to
the Company's Restated Certificate of Incorporation (the
"Amendment") to (a) increase the authorized number of shares of
common stock from 197,660,000 to 342,000,000, and, and (b) effect
a two-for-one stock split. The authorized number of Class P
Common Stock will increase from 23,830,000 shares to 96,000,000
shares, Class T Common Stock will increase from 11,915,000 shares
to 48,000,000 shares and Class V Common Stock will increase from
11,915,000 shares to 48,000,000. The authorized number of shares
of Class A Common Stock and Series A Cumulative Convertible
Preferred Stock (the "Series A Preferred") will remain unchanged.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
APPROVED THE AMENDMENT.
The new shares will be distributed on or about January 12,
1998 to stockholders of record as of the close of business on
December 17, 1997. Stockholders holding in excess of a majority
of the votes of each of the Class P Common Stock, Class T Common
Stock, and Class V Common Stock have approved the Amendment to
increase the number of authorized shares of their respective
classes of stock. Stockholders holding in excess of a majority
of the votes of the Class A Common Stock, the Class P Common
Stock and the Series A Preferred (the "Class A/P Stock"), Class T
Common Stock and Class V Common Stock voting together as one
class have approved the Amendment. Therefore, no other
stockholder approval is required. This Information Statement is
being furnished to you for informational purposes only.
This Information Statement is first being mailed on or about
December 18, 1997 to the stockholders of the Company of record as
of the close of business on December 4, 1997. On December 1,
1997 the outstanding voting securities of the Company consisted
of 12,045,863 shares of Class A Common Stock, 21,683,235 shares
of Class P Common Stock, 4,459,291 shares of Class T Common
Stock, 4,459,291 shares of Class V Common Stock and 12,000 shares
of Series A Preferred (convertible at the option of the holder
into 367,112 shares of Class A Common Stock). The holders of the
Class A Common Stock, Class T Common Stock, Class V Common Stock
and Series A Preferred have one vote per share on all matters on
which they are entitled to vote. The holders of the Class P
Common Stock have 10 votes per share on all matters on which they
are entitled to vote.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
<PAGE>
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
Subject to stockholder approval, the Board of Directors
approved on December 3, 1997, and recommended that the stockholders
approve, the Amendment to (a) increase the authorized number of
Class P Common Stock from 23,830,000 shares to 96,000,000 shares,
Class T Common Stock from 11,915,000 shares to 48,000,000 shares
and Class V Common Stock from 11,915,000 shares to 48,000,000 and
(b) effect a two-for-one stock split. The portion of Article Fourth
of the Restated Certificate of Incorporation as proposed to be amended
is attached as Annex I to this Information Statement.
The Board of Directors believes that it is in the best
interests of the Company and its stockholders to increase the
number of authorized shares of capital stock and effect the stock
split as described above. The Company does not intend to issue
presently the additional authorized shares of Common Stock not
issued in connection with the stock split.
The stock split will result in each holder of one share of
Class A Common Stock, Class P Common Stock, Class T Common Stock
and Class V Common Stock immediately prior to the stock split
holding two shares of that same class of stock immediately after
such stock split. The Company believes that the stock split will
increase the number of Company shares outstanding and lower the
price, making the stock more accessible to a broader base of
investors.
None of the shares of common or preferred stock currently
authorized or the additional shares of common stock proposed to
be authorized will carry preemptive rights when issued. The
additional shares of Class P Common Stock, Class T Common Stock
and Class V Common Stock will be a part of the corresponding
existing classes of Common Stock and, if and when issued, would
have the same rights and privileges as the shares presently
outstanding. While the stock split will not have a dilutive
effect on the equity or voting rights of the Company's existing
stockholders, the issuance of additional authorized shares of
common stock may have such a dilutive effect.
Approval of the Amendment requires the affirmative vote of
at least a majority of the voting interest of (a) each of the
Class P Common Stock, Class T Common Stock, and Class V Common
Stock voting as a separate class to increase the number of
authorized shares of their respective classes, and (b) the issued
and outstanding shares of Class A/P Stock, Class T Common Stock
and Class V Common Stock of the Company voting together as one
class. All of the required votes have been obtained.
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 1, 1997,
information relating to the beneficial ownership of the Company's
voting securities as of December 1, 1997 (without giving effect
to the stock split), by (i) each person who is known by the
Company to own beneficially 5% or more of the outstanding shares
of any class of the Company's voting securities, (ii) each of the
Company's directors, (iii) the Company's executive officers named
below, and (iv) all directors and executive officers as a group.
Since the Class P Common Stock has 10 votes per share on
substantially all matters submitted to stockholders, Mr. A.
Jerrold Perenchio and his affiliates have 94.7% of the aggregate
voting power of the Class A/P Stock outstanding and 91.1% of the
aggregate voting power of all of the Company's voting securities
outstanding. Except as indicated in the footnotes to the table,
the persons named in the table have sole voting and investment
power with respect to all shares of the Company's voting
securities shown as beneficially owned by them, subject to
community property laws where applicable. Please see the
footnotes below for the disclosure required by the Securities
Exchange Act of 1934 for each of the parties listed below.
Because the Class P, Class T and Class V Common Stock and the
Series A Preferred can be converted to Class A Common Stock at
any time, the Company is presenting the information below based
on such conversions.
<TABLE>
<S> <C> <C> <C> <C>
Percent
of Class A
Common Stock
Number Beneficially
of Shares Percent Owned
of Class A of Class A Assuming All
Common Stock Common Stock Warrants are
Title Beneficially Beneficially Exercised
Name and Address(1) of Class Owned(2)(3) Owned(3) (10)
A. Jerrold Perenchio Class A and 21,683,335 50.4% 37.7%
Class P (4)(5)
Common Stock
Grupo Televisa, S.A. Class T 4,459,291 10.4 20.0
Avenida Chapultepec Common Stock (5)(6)
No. 28 06724 Mexico,
D.F.
Mexico
Venevision Class V 4,459,291 10.4 20.0
c/o Finser Corporation Common Stock (5)(6)(9)
550 Biltmore Way
Suite 900
Coral Gables, Florida
33134
Janus Capital Class A 1,448,650 3.4 2.5
Corporation Common Stock (7)
100 Fillmore Street
Denver, Colorado
80206-4973
Putnam Investments, Inc. Class A 2,150,236 5.0 3.7
One Post Office Square Common Stock (8)
Boston, Massachusetts
02109
The Davila Family, LLC Class A, P, T 1,065,007 2.5 3.1
c/o Suite 2500 and V Common (5)(6)
One New York Plaza Stock
New York, New York
10004
Stephen P. Rader Class A 1,157,263 2.7 2.0
and Anne W. Rader Common Stock (11)
c/o Coldstream Capital,
LLC
865 South Figueroa Street
Suite 700
Los Angeles, California 90017
George W. Blank (1) Class A 91,500 * *
Common Stock (13)
Robert V. Cahill (1) Class A 50,000 * *
Common Stock (13)
Henry Cisneros (1) Class A 33,333 * *
Common Stock (13)
Harold Gaba (1) Class A 10,500 * *
Common Stock
Alan F. Horn (1) Class A 10,000 * *
Common Stock
John G. Perenchio (1) Class A 3,300 * *
Common Stock
Ray Rodriguez (1) Class A 84,900 * *
Common Stock (13)
Gustavo Cisneros N/A 0 0 0
c/o Finser Corporation (9)
550 Biltmore Way
Suite 900
Coral Gables, Florida 33134
Lawrence Dam Class A 53,300 * *
c/o Televisa Common Stock (13)
International, LLC
7710 Haskell Avenue
Van Nuys, California 91406
Alejandro Rivera Class A 50,000 * *
c/o Finser Corporation Common Stock (13)
550 Biltmore Way
Suite 900
Coral Gables, Florida 33134
Emilio Romano N/A 0 0 0
Avenida Chapultapec
No. 28
06724 Mexico, D.F.
Mexico
Chester and Naomi Smith Series A 367,112 * *
c/o J. Wilmer Jensen, Preferred (12)
Esq.
1514 H Street
Modesto, California 95354
All directors and Class A, 22,070,068 5.1 38.4
executive officers as Class P, (5)(6)(9)
a group (10 persons) Class T and
Class V
Common Stock
</TABLE>
_______________________
(1) Unless otherwise indicated, the address of each executive
officer and director is 1999 Avenue of the Stars, Suite
3050, Los Angeles, California 90067.
(2) Each of A. Jerrold Perenchio and his affiliates
("Perenchio"), Grupo Televisa, S.A. de C.V. and its
affiliates ("Televisa"), Corporacion Venezolana de
Television, C.A. (Venevision) and its affiliates
("Venevision"), beneficially own 100% of the Class P Common
Stock, Class T Common Stock and Class V Common Stock,
respectively. Chester and Naomi Smith beneficially own 100%
of the Series A Preferred.
(3) Assumes that the Class P, Class T and Class V Common Stock
outstanding is converted into Class A Common Stock on a
share for share basis and assumes that the 12,000 shares of
Series A Preferred have been converted into 367,112 shares
of Class A Common Stock since this may be done at any time
in accordance with their respective terms. Includes options
exercisable within 60 days. Does not include the shares
issuable upon exercise of the 14,440,820 warrants that are
outstanding (see footnote 6 below).
(4) Includes 441,435 shares of Class P Common Stock beneficially
owned by Margaret Perenchio, A. Jerrold Perenchio's wife.
Mr. Perenchio has the sole power to vote such shares
pursuant to a proxy, but Mrs. Perenchio has sole power to
dispose of or direct the disposition of such shares. Also
includes 100 shares of Class A Common Stock owned by
Mr. Perenchio.
(5) Perenchio, Televisa and Venevision have each formed a
partnership in which they are the general partner and The
Davila Family, LLC is the managing general and limited
partner. The partnership with Perenchio owns 595,659 shares
of Class A Common Stock and 6,017 shares of Class P Common
Stock. The partnerships with Televisa and Venevision each
own 234,674 shares of Class A Common Stock and 2,371 shares
of Class T and Class V Common Stock, respectively. The
partnerships with Televisa and Venevision also each own
warrants to purchase 360,985 shares of Class A Common Stock
and 3,646 shares of Class T and Class V Common Stock,
respectively. The Davila Family, LLC has full dispositive
and voting power over the shares of Class A Common Stock
owned by the partnerships, and Perenchio, Televisa and
Venevision each has full dispositive and voting power over
the shares of Class P Common Stock, Class T Common Stock and
Class V Common Stock owned by the partnership in which it is
a partner. Based on a Schedule 13G dated February 14, 1997
filed by The Davila Family, LLC, it owned 13.3% of the
Class A Common Stock outstanding as of such date. According
to the Schedule 13G, The Davila Family, LLC disclaims
beneficial ownership of the shares of the Company owned by
any other person pursuant to Rule 13(d)(4) of the Securities
Exchange Act of 1934, as amended.
(6) Excludes 6,859,425 shares of Class T Common Stock, 6,859,425
shares of Class V Common Stock and 721,970 shares of Class A
Common Stock, issuable upon exercise of warrants
beneficially owned by Televisa, Venevision and The Davila
Family, LLC, respectively. Such warrants may be exercised
by the holder, so long as the aggregate shares owned by
Televisa, Venevision and all non-U.S. aliens do not
represent more than 25% of the outstanding stock.
(7) Based on a report on Schedule 13G dated July 10, 1997, Janus
Capital Corporation and/or its affiliates had shared voting
and shared dispositive power over all such shares. Based on
such Schedule 13G, Janus Capital Corporation owned 12.3% of
the Class A Common Stock actually outstanding as of such
date.
(8) Based on a report on Schedule 13G/A dated July 10, 1997,
Putnam Investments, Inc. and/or its affiliates had shared
voting and shared dispositive power over all such shares.
Based on such Schedule 13G, Putnam Investments, Inc. owned
18.2% of the Class A Common Stock actually outstanding as of
such date.
(9) A trust for the benefit of the family of Gustavo Cisneros
and a trust for the benefit of the family of Ricardo
Cisneros each owns a 50% indirect beneficial ownership
interest in the equity of the Venevision affiliates that own
these shares. These affiliates have shared voting and
dispositive powers. Messrs. Gustavo and Ricardo Cisneros
disclaim beneficial ownership of such shares.
(10) Assumes all warrants are exercised. (See footnote 6.) The
warrants to purchase Class T and Class V Common Stock are
subject to certain exercise restrictions.
(11) Based on a Schedule 13G dated February 11, 1997 filed by
Stephen and Anne Rader, the Raders owned 9.9% of the Class A
Common Stock outstanding as of such date. They share voting
and dispositive powers.
(12) The Series A Preferred Stock is voting stock (one vote per
share) and is convertible into 367,112 shares of Class A
Common Stock at the option of the holders until March 20,
2001. The Series A Preferred is redeemable at the option of
the holders at any time, and by the Company after March 20,
2001.
(13) Includes presently exercisable options.
* Represents less than one percent.
OTHER MATTERS
The Company is presenting no other matters to the stockholders.
By Order of the Board of Directors,
/s/ Robert V. Cahill
Robert V. Cahill,
Secretary
Los Angeles,
December 18, 1997
<PAGE>
ANNEX I
The first paragraph of Article Fourth of the Restated Certificate of
Incorporation is amended to read:
"The Corporation shall have the authority to issue
342,000,000 shares of Common Stock, par value $.01 per
share, divided into the following classes:
(i) 150,000,000 shares of Class A Common Stock
(the "Class A Common Stock");
(ii) 96,000,000 shares of Class P Common Stock
(the "Class P Common Stock");
(iii) 48,000,000 shares of Class T Common
Stock (the "Class T Common Stock"); and
(iv) 48,000,000 shares of Class V Common Stock
(the "Class V Common Stock" and together with the
Class A Common Stock, the Class P Common Stock and the
Class T Common Stock, the "Common Stock");"
and the following paragraph is added at the end of Article
Fourth:
"Upon the effective time of the amendment of this
Article Fourth as amended as set forth above, each
issued and outstanding share of Common Stock, $.01 par
value per share, will be split up and become two shares
of Common Stock, $.01 par value per share. The
effective time of such amendment will be the close of
business on the date of its filing with the Secretary
of State of the State of Delaware. Certificates
representing the additional shares created by the split
will be issued and distributed shortly after the
effective time of the amendment."
<PAGE>
