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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NUMBER: 001-12223
UNIVISION COMMUNICATIONS INC.
INCORPORATED IN DELAWARE
I.R.S. EMPLOYER IDENTIFICATION NUMBER: 95-4398884
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
TEL: (310) 556-7676
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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CLASS A COMMON STOCK, PAR VALUE
$.01 NEW YORK STOCK EXCHANGE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
There were 11,771,861 shares of Class A Common Stock, $.01 par value,
outstanding as of January 14, 1997. The aggregate market value of the Class A
Common Stock of the Company held by non-affiliates on January 14, 1997 was
approximately $396,956,092. This calculation does not include the value of any
of the outstanding shares of Class P, Class T or Class V Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held June 4, 1997 are incorporated by reference into Part
III hereof.
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EXPLANATORY NOTE
This amendment no. 1 to the Company's report on Form 10-K for its fiscal
year ended December 31, 1996, is being filed to adjust certain information
presented in the table on page 15 of the report and to provide certain
information under the "Executive Officers" heading which was inadvertently
omitted.
The information in one of the columns in the table on page 15, as initially
presented, was based on the Nielsen NSI Viewers in Profile source book which
provides data in whole numbers. This same Nielsen NSI data may be sourced from
TV Scan, which presents the data to the tenth of a decimal point. Although the
Nielsen NSI Viewers in Profile source book is generally used within the industry
by station sales personnel, the Company is electing to amend the aforementioned
column in the table on page 15 to conform it with the Nielsen NSI data sourced
from TV Scan. Due to the adjustment made to the table on page 15, pages 15, 16
and 17 were accordingly revised.
(i)
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TABLE OF CONTENTS
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GLOSSARY .............................................................................................................. 2
PART I
Item 1. Business...................................................................................................... 4
The Hispanic Audience in the United States.................................................................... 5
Hispanic Audience Research.................................................................................... 6
Ratings....................................................................................................... 8
The Network................................................................................................... 10
Galavision Network............................................................................................ 12
Programming................................................................................................... 12
Program License Agreements.................................................................................... 13
The O&Os...................................................................................................... 15
Advertising................................................................................................... 18
Marketing..................................................................................................... 19
Competition................................................................................................... 19
Material Patents, Trademarks, Licenses, Franchises and Concessions............................................ 19
Employees..................................................................................................... 20
Federal Regulation and New Technologies....................................................................... 20
Item 2. Properties.................................................................................................... 25
Item 3. Legal Proceedings............................................................................................. 25
Item 4. Submission of Matters to a Vote of Security Holders........................................................... 25
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................................... 27
Item 6. Selected Financial Data....................................................................................... 28
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 29
Item 8. Financial Statements and Supplementary Data................................................................... 35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures......................... 36
PART III
Item 10. Directors and Executive Officers of the Registrant............................................................ 36
Item 11. Executive Compensation........................................................................................ 36
Item 12. Security Ownership of Certain Beneficial Owners and Management................................................ 36
Item 13. Certain Relationships and Related Transactions................................................................ 36
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................................... 37
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UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS REPORT REGARDING THE
OPERATIONS OF THE UNIVISION AFFILIATES IS PRESENTED AS OF DECEMBER 31, 1996.
GLOSSARY
THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS REPORT AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS REPORT.
The following terms are used in this report to refer to the companies and
operations indicated.
"Acquisition" means the December 1992 acquisition of the Network and UTG
(excluding the Chicago and Houston O&Os) by Perenchio, Televisa and Venevision.
"Affiliated Stations" means the nine full-power and 14 low-power television
stations with which the Company has Affiliation Agreements. The Sacramento
full-power Affiliated Station was acquired by the Company on March 20, 1997.
"Affiliation Agreements" means the affiliation agreements between the
Company and each Affiliated Station and Cable Affiliate.
"Agreement Concerning Production and Acquisition of Programs" means the cost
sharing agreement among the Network, Televisa and Venevision (which was
terminated as part of the Reorganization).
"Broadcast Affiliates" means the O&Os and the Affiliated Stations.
"Broadcast Cash Flow" means earnings before corporate charges, interest,
taxes, depreciation and amortization.
"Cable Affiliates" means the approximately 790 cable television systems with
which Univision has Affiliation Agreements. These cable television systems
retransmit the Network satellite signal and are not located in DMAs where the
Company has full-power Broadcast Affiliates.
"Combined Net Time Sales" means time sales of both UTG and the Network from
broadcasting, including barter and trade and television subscription revenues,
less advertising commissions, certain special event revenues, music license
fees, outside affiliate compensation and taxes other than withholding taxes.
"DMA" means a designated market area.
"EBITDA" means earnings before interest, taxes, depreciation and
amortization.
"Entravision" means Entravision Communications Company, LLC, which owns
eight of the Company's Affiliated Stations.
"Galavision" means the Galavision Spanish-language general entertainment
basic cable network, a wholly-owned subsidiary of the Company.
"Hispanic" means all persons in the U.S. of Hispanic descent or origin.
"Hispanic Households" means all U.S. households with a head of household who
is of Hispanic descent or origin, regardless of the language spoken in the
household.
"Network" or "UNLP" means the Univision Spanish-language television network
owned by the Company and one of the Company's subsidiaries; the Network is a
partnership that prior to the Reorganization was controlled by the Principal
Stockholders.
"New Bank Facility" means the Company's new credit agreement dated September
26, 1996, which provides for aggregate commitments of up to $600 million and
imposes financial and other restrictions on the Company.
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"Old Bank Facility" means UTG's old bank credit agreement that was
terminated as part of the Reorganization.
"O&Os" means the 11 full-power and seven low-power television stations owned
and operated by the Company. On March 20, 1997, the Company acquired its
Sacramento full-power Affiliated Station.
"Offering" means the sale of 9,395,500 shares of Class A Common Stock by the
Company in its initial public offering closed on October 2, 1996.
"PCI" means Perenchio Communications, Inc. which changed its name to
Univision Communications Inc. in June 1996.
"Perenchio" means A. Jerrold Perenchio and his affiliates.
"Principal Stockholders" means Perenchio, Televisa and Venevision.
"Program License Agreements" means the amended and restated program license
agreements between the Company and Televisa and the Company and Venevision
(which became effective as part of the Reorganization).
"PTIH" means PTI Holdings, Inc., a subsidiary of the Company.
"Reorganization" means the reorganization of the Company immediately prior
to the closing of the Offering.
"Sponsor Loans" means the loans made to the Company by Televisa and
Venevision each quarter from the Acquisition through the Reorganization.
"Televisa" means Grupo Televisa, S.A. de C.V. and its affiliates.
"Univision" or the "Company" means Univision Communications Inc. ("UCI") and
its wholly-owned subsidiaries, after giving effect to the Reorganization.
"Univision Affiliates" means the Broadcast Affiliates and the Cable
Affiliates.
"UTG" means Univision Television Group, Inc., the Company's subsidiary that
owns and operates the O&Os.
"UNHP" means The Univision Network Holding Limited Partnership, the entity
that owned substantially all of the partnership interests in the Network prior
to the Reorganization and that was liquidated as part of the Reorganization.
"Venevision" means Corporacion Venezolana de Television, C.A. and its
affiliates.
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PART I
ITEM 1. BUSINESS
Univision is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an
approximate 79% share of the U.S. Spanish-language network television audience
in 1996. The Company's Network, which is the most watched television network
(English- or Spanish-language) among Hispanic Households, provides the Univision
Affiliates with 24 hours per day of Spanish-language programming with a prime
time schedule of substantially all first run programming (I.E., no reruns)
throughout the year. As a leading, vertically-integrated television broadcaster,
Univision owned and operated 11 full-power and seven low-power UHF stations as
of December 31, 1996, representing approximately 79% of its Network broadcast
distribution. These full-power O&Os are located in 11 of the top 14 DMAs in
terms of numbers of Hispanic Households -- Los Angeles, New York, Chicago,
Miami, Houston, San Francisco, San Antonio, Dallas, Fresno, Albuquerque and
Phoenix. As of December 31, 1996, the Company had Affiliation Agreements with an
additional nine full-power and 14 low-power Affiliated Stations and
approximately 790 Cable Affiliates. Each of the Company's full-power O&Os and
Affiliated Stations ranks first in Spanish-language television viewership in its
DMA. The Company also owns Galavision, a Spanish-language cable network that has
approximately 2.4 million Hispanic subscribers, representing approximately 57%
of all Hispanic Households that subscribe to cable television. In March 1997,
the Company purchased its Sacramento Affiliated Station.
The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Program License Agreements provide the
Company with long-term access to first rate programming produced by Televisa and
Venevision. Televisa-produced novelas are popular throughout the world and are
among the Company's highest rated programs. Univision also produces a variety of
programs specifically tailored to meet the tastes, preferences and information
needs of the Hispanic audience, including national and local news and the highly
successful programs SABADO GIGANTE, CRISTINA and PRIMER IMPACTO. The Company has
also televised World Cup Soccer since 1978, including the widely watched 1994
World Cup, and in 1996 began televising the Sunday "Game of the Week" for Major
League Soccer. In early 1997, the Company reached an agreement to broadcast all
64 games of the next World Cup, to be played in France in the summer of 1998.
The Company's newest program, a two-hour morning show, DESPIERTA AMERICA --
"Wake Up America" -- which will broadcast news, talk and current events
nationally, Monday through Friday from 7:00 to 9:00 a.m., is expected to begin
in April 1997.
In 1992, Perenchio, Televisa and Venevision formed the Company and UNHP,
which acquired UTG and the Network, respectively, in the Acquisition. Mr.
Perenchio has over 25 years of experience in the U.S. media and communications
industry and has been the chief executive officer or owner of a number of
successful entities, including Chartwell Artists, Tandem Productions, Inc.,
Embassy Communications and Loews Theaters. Mr. Perenchio also owned and operated
Spanish-language television stations in Los Angeles and New York from 1975 to
1986. Televisa, which is the world's largest producer of Spanish-language
television programs, is the leading media and entertainment company in Mexico
with an approximate 74% share of Mexico's viewing audience. Venevision is
Venezuela's leading television network with an approximate 61% share of its
viewing audience.
Since the Acquisition, the Company's operating performance has improved
significantly with combined net revenues and pro forma EBITDA increasing to $370
million and $140 million, respectively, as of December 31, 1996, representing
compound annual growth rates of 16% and 33%, respectively, from the 1992
operating results of the Company and its predecessor. In addition, from November
1992 to November 1996 the Company increased its audience share of
Spanish-language network television viewing
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from 57% to 79% and increased its share of the 20 most widely watched programs
among Hispanic Households from 30% to 90%.
Univision attributes its success to several factors, including increased
emphasis on popular, high quality programming produced by Televisa and
Univision, contracting with Nielsen to develop more accurate, credible rating
systems to measure Hispanic audience viewership, increasing acceptance by
advertisers of Spanish-language television, continued growth of the Hispanic
audience and the strengthening of its management team with executives and sales
managers with extensive English-language television and advertising experience.
Since the Acquisition, the Company has acquired full-power stations in two
important markets, Chicago and Houston, and used its management expertise,
programming and brand identity to substantially improve the Company's
performance in those DMAs. In March 1997, the Company also acquired its
Sacramento Affiliated Station for approximately $40 million paid in cash and
preferred stock. In addition, the Company has purchased a $10.0 million
convertible promissory note from Entravision that is convertible into an
approximate 25% equity interest in Entravision. Entravision owns eight of the
Affiliated Stations, and has an agreement to acquire another. The nine stations
would represent approximately 13% of the Network's distribution. To complement
and capitalize on the Company's existing business and management strengths, the
Company expects to explore both Spanish-language television and other media
acquisition opportunities.
THE HISPANIC AUDIENCE IN THE UNITED STATES
Management believes that Spanish-language television, in general, and the
Company, in particular, have benefited and will continue to benefit from a
number of factors, including projected Hispanic population growth, high
Spanish-language retention among Hispanics, increasing Hispanic buying power and
greater advertiser spending on Spanish-language media.
HISPANIC POPULATION GROWTH AND CONCENTRATION. The Company's audience
consists almost exclusively of Hispanics, one of the most rapidly growing
segments of the U.S. population. The 1997 Hispanic population is estimated to be
29.3 million (10.9% of the total U.S. population), an increase of 23.6% from
23.7 million (9.5% of the total U.S. population) in 1990. The overall Hispanic
population is growing at approximately five times the rate of the non-Hispanic
U.S. population and is expected to grow to 32.0 million and 41.5 million (11.6%
and 13.9% of the total U.S. population) in 2000 and 2010, respectively.
Approximately 50% of all Hispanics are located in the seven U.S. cities with the
largest Hispanic populations, and Univision owns a station in each of these
cities.
SPANISH LANGUAGE USE. Approximately 68% of all Hispanics, regardless of
income or educational level, speak Spanish at home. This percentage is expected
to remain relatively constant through 2010. Consequently the number of Hispanics
speaking Spanish in the home is expected to increase significantly in the
foreseeable future. As shown in the chart below, the number of Hispanics who
speak Spanish in the home is expected to grow from 16.2 million in 1990 to 21.9
million in 2000 and 28.5 million in 2010. The Company believes that the strong
Spanish-language retention among Hispanics indicates that the Spanish-language
media has been and will continue to be an important source of news, sports and
entertainment for Hispanics.
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SPANISH LANGUAGE USE
[GRAPH]
GREATER HISPANIC BUYING POWER. The Hispanic population represents estimated
total consumer expenditures of $356 billion in 1997 (6.5% of the total U.S.
consumer expenditures), an increase of 67.1% since 1990. Hispanics are expected
to account for $458 billion (7.1% of the U.S. total consumer expenditures) by
2000, and $965 billion (8.8% of the U.S. total consumer expenditures) by 2010,
far outpacing the expected growth in total U.S. consumer expenditures.
In addition to the anticipated growth of the Hispanic population, the
Hispanic audience has several other characteristics that the Company believes
make it attractive to advertisers. The Company believes the larger size
(averaging 3.4 persons per household compared to the general public's average of
2.5 persons per household) and younger age of Hispanic Households leads
Hispanics to spend more per household on many categories of goods. The average
Hispanic Household spends 20.6% more per year on food at home, 42% more on
children's clothing, 20.2% more on footwear, 11.3% more on phone services, and
27.8% more on laundry and household cleaning products than the average
non-Hispanic household. Hispanics are expected to continue to account for a
disproportionate share of growth in spending nationwide in many important
consumer categories as the Hispanic population and its disposable income
continue to grow. These factors make Hispanics an attractive target audience for
many major U.S. advertisers.
INCREASED SPANISH-LANGUAGE ADVERTISING. According to published sources,
$953 million (an increase of 32% over 1993) of total advertising expenditures
were directed towards Spanish-language media in 1994, and an estimated $1.1
billion (an increase of 15% over 1994) of total advertising expenditures were
directed towards Spanish-language media in 1995. Of these amounts, nearly half
was targeted towards Spanish-language television advertising. The Company
believes that major advertisers have found that Spanish-language television
advertising is a more cost-effective means to target the growing Hispanic
audience than English-language broadcast media. See "-- Advertising."
HISPANIC AUDIENCE RESEARCH
Univision, like all television stations and networks, derives its revenues
primarily from selling advertising time. See "-- Advertising." The relative
advertising rates charged by competing stations within a DMA depend primarily on
four factors: (i) the station's ratings (households and/or people viewing its
programs as a percentage of total television households and/or people in the
viewing area); (ii) audience share (households and/or people viewing its
programs as a percentage of households and/or people actually watching
television at a specific time); (iii) the time of day the advertising will run;
and (iv) the demographic qualities of a program's viewers (primarily age and
gender).
Prior to November 1992, there were no Hispanic audience television rating
services comparable to those measuring television viewership in the general U.S.
population. Beginning in 1992, the Company
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contracted with Nielsen to develop Nielsen ratings measuring Hispanic viewership
both at the Network and local DMA levels. Because these Nielsen ratings provide
advertisers with a more accurate and reliable measure of Hispanic audience
television viewership, they have been important in allowing the Company to
demonstrate to advertisers its ability to reach the Hispanic audience. The
Company believes that continued use of accurate, reliable ratings will allow it
to further increase its advertising rates and narrow the gap which has
historically existed between its audience share and its share of advertising
revenues. In addition, the Company has made significant investments in
experienced sales managers and account executives and has provided its sales
professionals with state-of-the-art research tools to continue to attract major
advertisers.
The various rating services purchased from Nielsen are described below:
NIELSEN HISPANIC TELEVISION INDEX (NHTI). The NHTI service, which began in
November 1992, measures national network viewing in Hispanic Households. NHTI is
the Network's primary sales tool since it demonstrates Univision's significant
success in attracting Hispanic viewership against both English-and
Spanish-language competition. NHTI is stratified by language usage so that
Spanish-dominant, bilingual, and English-dominant Hispanic Households are
represented in the sample in the same proportion that exists among Hispanic
Households generally.
NIELSEN HISPANIC STATION INDEX (NHSI). The NHSI service is similar to the
NHTI, except that NHSI measures Hispanic Household viewing at the local market
level. Like NHTI, each NHSI sample also reflects the varying levels of language
usage by Hispanics in each DMA in order to more accurately reflect the Hispanic
Household population in the relevant DMA. The NHSI service was implemented
beginning with Los Angeles in November 1992 and was phased in at the Company's
other full-power O&Os by November 1994. Because the Company believes there is a
time lag between the availability of new rating services and advertisers'
reliance thereon, the NHSI rating service is expected to continue to have an
increasing beneficial impact on its future results.
NHSI and NHTI only measure the audience viewing of Hispanic Households, that
is, households where the head of the household is of Hispanic descent or origin.
Although the NHSI and NHTI reflect improvements over previous measurement
indices, the Company believes they still under-report the number of viewers
watching Univision programs because the Company has viewers who do not live in
Hispanic Households.
NIELSEN STATION INDEX (NSI). The NSI service measures local station viewing
of all households in a specific DMA. The Company buys NSI in all of the DMAs in
which its full-power O&Os are located in order to effectively position its
viewing against both English- and Spanish-language competitors. While Hispanic
Households are present in proportion to their percentage of total households
within a DMA in NSI, this rating service is not language stratified and
generally under-represents Spanish-speaking households. As a result, the Company
believes that NSI typically under-reports viewing of Spanish-language
television. Despite this limitation, NSI demonstrates that many full-power
Broadcast Affiliates achieve total market ratings that are fully comparable with
their English-language counterparts, with three of the fullpower O&Os ranking
among the top two stations in their respective DMAs. See "-- The O&Os."
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RATINGS
Since the beginning of the NHTI service in November 1992, Univision has
consistently ranked first in prime time among all Hispanic adults. In addition,
Univision has successfully increased its audience ratings compared to both
Telemundo and the English-language broadcast networks. Spanish-language
television prime time is from 7 p.m. to 11 p.m., Eastern and Pacific Standard
Times, Sunday through Saturday. English-language television prime time is from 8
p.m. to 11 p.m., Eastern and Pacific Standard Times, Monday through Saturday and
7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday. The following
table shows that Univision prime time audience ratings, Sunday through Saturday,
among Hispanic adults aged 18 to 49, the age segment most targeted by
advertisers, have increased compared to the other networks:
NHTI PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49
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NETWORK 1993 1994 1995 1996
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Univision................... 6.6 8.6 9.6 9.0
ABC......................... 3.8 3.3 3.1 2.7
CBS......................... 2.9 2.2 1.8 1.7
FOX......................... 4.0 3.6 3.4 3.2
NBC......................... 3.3 2.7 2.9 3.2
Telemundo................... 4.1 3.1 2.6 2.1
Univision share............. 26.7% 36.6% 41.0% 41.1%
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A further indication of Univision's growing strength against Telemundo and
its English-language competitors is its improved performance among bilingual
Hispanics. As the table below indicates, since 1993 the Network advanced from
fifth place to first place in prime time audience ratings, Sunday through
Saturday, among bilingual Hispanic adults aged 18 to 49:
NHTI PRIME TIME RATINGS AMONG BILINGUAL HISPANIC ADULTS AGED 18 TO 49
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NETWORK 1993 1994 1995 1996
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Univision................... 3.7 6.4 7.5 6.7
ABC......................... 5.0 4.6 3.7 3.1
CBS......................... 4.0 2.9 2.1 1.9
FOX......................... 5.0 4.4 3.8 3.7
NBC......................... 4.9 3.6 3.2 4.0
Telemundo................... 2.6 1.9 1.3 1.1
Univision share............. 14.7% 26.9% 34.7% 32.7%
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In addition, as shown in the following table, the Company has increased its
share of the 20 most widely watched programs among all Hispanic Households from
30% in November 1992 to 90% in November 1996:
THE 20 MOST WIDELY WATCHED PROGRAMS
AMONG HISPANIC HOUSEHOLDS BY NETWORK
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NOVEMBER
PROGRAM RANK NOVEMBER 1992 NOVEMBER 1993 NOVEMBER 1994 NOVEMBER 1995 1996
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1 ABC FOX UVN(1) UVN UVN
2 UVN UVN UVN UVN UVN
3 FOX FOX UVN UVN UVN
4 UVN UVN UVN UVN UVN
5 FOX FOX UVN UVN UVN
6 FOX UVN UVN UVN UVN
7 FOX UVN UVN UVN UVN
8 ABC FOX UVN UVN UVN
9 FOX FOX UVN UVN UVN
10 UVN FOX UVN UVN UVN
11 ABC FOX FOX UVN UVN
12 FOX UVN FOX UVN UVN
13 UVN NBC UVN UVN UVN
14 UVN FOX UVN UVN UVN
15 UVN NBC UVN NBC UVN
16 NBC FOX UVN UVN UVN
17 FOX FOX UVN UVN UVN
18 ABC ABC FOX UVN ABC
19 TEL(2) FOX FOX UVN UVN
20 FOX FOX FOX FOX FOX
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Source: NHTI
(1) Univision
(2) Telemundo
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THE NETWORK
The Network is the leading Spanish-language television network in the U.S.
From its operations center in Miami, the Network provides the Univision
Affiliates via satellite with 24 hours of Spanish-language programming per
broadcast day with a prime time schedule of substantially all first-run
programming (I.E., no re-runs) throughout the year. The operations center also
provides extensive production facilities for the Network's news and
entertainment programming.
The Network produces and acquires programs, makes those programs available
to the Univision Affiliates, sells network advertising and represents the
Broadcast Affiliates in the sale of national spot advertising. Each Broadcast
Affiliate has a right of first refusal in its DMA to use the Network's
programming. The full-power Broadcast Affiliates together reach approximately
5.5 million, or approximately 74%, of Hispanic Households. The low-power
Broadcast Affiliates (including translators) together reach approximately
525,000, or approximately 7%, of Hispanic Households. The Cable Affiliates reach
approximately 860,000, or approximately 11%, of Hispanic Households. Through the
Company's ownership of the O&Os, it controls approximately 78% of the Network's
broadcast distribution.
AFFILIATION AGREEMENTS. Each Univision Affiliate has the right to preempt
(I.E., to decline to broadcast at all or at the time scheduled by the Network),
without prior Network permission, any and all Network programming that it deems
unsatisfactory, unsuitable or contrary to the public interest or to substitute
programming it believes is of greater local interest, provided that the Network
must consent to any rescheduling of preempted programming. If a Univision
Affiliate preempts a Network program and no suitable substitute broadcast time
is mutually agreed upon, the Network is permitted to offer the program to any
other television station or cable service in the DMA served by such Univision
Affiliate.
Each Affiliation Agreement grants the Univision Affiliate the right of first
refusal to the Network's entire program schedule. The Affiliation Agreements
generally provide that 50% of all advertising time be retained by the Network
for Network advertising and the other 50% of the time be allocated to the
Univision Affiliate for local and national spot advertising. However, this
allocation may be modified at the Company's discretion.
The Affiliated Stations retain 100% of all local advertising revenues, and
the Network retains 100% of Network advertising revenues. The Network acts as
the representative of the Univision Affiliates for national spot sales and
receives a commission of 15% of net revenues after agency commission in return
for such services from its Affiliated Stations.
The Network from time to time may enter into Affiliation Agreements with
additional stations in new DMAs based upon its perception of the market for
Spanish-language television and the Hispanic market in the station's DMA.
CABLE AFFILIATES. The Network has historically used Cable Affiliates to
reach communities which could not support a Broadcast Affiliate because of the
relatively small number of Hispanic Households. Cable Affiliation Agreements may
cover an individual system operator or a multiple system operator. Cable
Affiliation Agreements are for the most part non-exclusive, thereby giving the
Network the right to license all forms of distribution in cable markets. Cable
Affiliates generally receive the Network's programming for a fee based on the
number of subscribers. The Network retains 100% of the allocation of Network
advertising revenues attributable to Cable Affiliates and provides certain Cable
Affiliates with two minutes of local advertising time per hour. Cable Affiliates
retain 100% of local and national advertising revenues. However, the Company
represents certain cable affiliates in national spot sales for varying fees. See
"-- Federal Regulation and New Technologies."
10
<PAGE>
UNIVISION AFFILIATE COVERAGE AND RANK. The table below sets forth certain
information with respect to the Univision Affiliates' coverage and rank.
UNIVISION AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS
<TABLE>
<CAPTION>
HISPANIC
HOUSEHOLDS HISPANIC
COVERED(B) (IN HOUSEHOLDS SPANISH- LANGUAGE
DMA(A) STATION THOUSANDS) COVERED(B) TELEVISION RANK(C)
- ------------------------------------- ---------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
FULL-POWER O&OS
Los Angeles (1).................... KMEX 1,362 18.1% 1
New York (2)....................... WXTV 936 12.5 1
Miami (3).......................... WLTV 454 6.0 1
Houston (4)........................ KXLN 292 3.9 1
San Francisco (5).................. KDTV 283 3.8 1
Chicago (6)........................ WGBO 282 3.8 1
San Antonio (7).................... KWEX 281 3.7 1
Dallas/Ft. Worth (8)............... KUVN 199 2.7 1
Albuquerque (10)................... KLUZ 187 2.5 1
Phoenix (12)....................... KTVW 159 2.1 1
Fresno (14)........................ KFTV 155 2.1 1
----- ---
Total full-power O&Os............ 4,590 61.2
FULL-POWER AFFILIATED STATIONS
McAllen/Brownsville (9)(f)......... KNVO 194 2.6 1
El Paso (11)(d).................... KINT 174 2.3 1
Sacramento (15)(e)................. KCSO 142 1.9 1
Denver (16)(f)..................... KCEC 124 1.7 1
Corpus Christi (18)................ KORO 93 1.2 1
Boston (19)........................ WUNI 86 1.1 1
Salinas/Monterey (26)(f)........... KSMS 48 0.6 1
Las Vegas (29)(f).................. KINC 44 0.6 1
Yuma/El Centro (30)(f)............. KVYE 42 0.6 1
----- ---
Total full-power Affiliated
Stations....................... 947 12.6
CABLE AFFILIATES(G).................. 860 11.5
LOW-POWER BROADCAST AFFILIATES(H).... 525 7.0
----- ---
TOTAL UNIVISION AFFILIATES....... 6,922 92.3%
----- ---
----- ---
</TABLE>
- ------------------------
(a) Numbers in parentheses represent Hispanic DMA rank by number of Hispanic
Households.
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1997.
(c) Rank within the DMA by number of viewing Hispanic Households. Sources: NHSI
and NSI, November 1996.
(d) Entravision has an agreement to acquire.
(e) The Company acquired this Affiliated Station in March 1997. See "-- The
O&Os."
(f) Owned by Entravision.
(g) Source: Company estimate derived from Nielsen Cable On-Line Data Exchange.
(h) Source: Company estimate derived from Nielsen Media Research, Black and
Hispanic DMA Market and Demographic Rank, January 1997.
11
<PAGE>
GALAVISION NETWORK
Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 8.1 million subscribers, of
whom 2.4 million are Hispanic. According to Nielsen, Galavision reaches over 57%
of all Hispanic Households that subscribe to cable. The Company programs
Galavision so that Galavision and the Network generally do not run the same type
of show simultaneously. For example, while the Network is running a NOVELA,
Galavision may run sports or news. As a result of this counter-programming, many
Spanish-language television viewers have a choice of two Univision networks at
any one time. Additionally, Univision cross-promotes the Galavision service five
times daily.
From December 17, 1992 through June 30, 1996, the Company managed Galavision
(during such time, a Televisa affiliate) by generally selecting the programming
schedule, including programming supplied pursuant to the Program License
Agreements (subject to Galavision's obligation prior to January 1, 1996 to run
85 hours per week of programming of ECO, a 24-hour news, information and
entertainment service operated by Televisa), and providing sales, affiliate
relations and other services. The Company acquired Galavision as of July 1, 1996
and subsequently moved all Galavision operations from Mexico to the Network's
operations center in Miami.
Galavision is the only Spanish-language cable service subscribing to
Nielsen. Nielsen uses a subset of the NHTI sample to produce the Nielsen
Hispanic Home Video Index, which reports viewing of Galavision in Hispanic
Households with cable. The Company believes that its use of Nielsen to measure
Galavision's ratings assists the Company in obtaining advertisers for the cable
network and in selecting programs that meet its audience's taste. Nineteen of
the top 25 Univision advertisers advertise on Galavision.
PROGRAMMING
The Company directs its programming toward its young, family-oriented
audience. It begins daily with talk and information shows, Monday through
Friday, followed by situation comedies and NOVELAS. In the late afternoon and
early evening, the Network offers a talk show, a news-magazine and national
news, in addition to local news provided by the O&Os. Weekend daytime
programming begins with children's programming, followed by sports, variety,
teen lifestyle shows and movies. During prime time, Univision airs NOVELAS,
variety shows, a talk show, comedies, lifestyle shows, as well as specials and
movies. Prime time is followed by late news and a late night talk show.
Overnight programming consists of NOVELAS and repeats of programming aired
earlier in the day.
Eight hours of programming per weekday, including a substantial portion of
weekday prime time, are currently programmed with NOVELAS supplied primarily by
Televisa. Although NOVELAS have been compared to daytime soap operas on ABC, NBC
or CBS, the differences are significant. NOVELAS, originally developed as
serialized books, have a beginning, middle and end, generally run five days per
week, and conclude four to eight months after they begin. NOVELAS also have a
much broader audience appeal than soap operas, delivering audiences that contain
large numbers of men, children and teens in addition to women.
The Hispanic population is primarily young and family-oriented. Univision's
programming has changed dramatically over the past three years in order to
attract and retain this audience. The Company's success in attracting a young
audience is demonstrated by a 57% increase in NHTI ratings among Hispanic adults
aged 18 to 34, Sunday through Saturday 9 a.m. to midnight, from November 1992
through January 1997.
Last year, Univision began to air the Spanish-language version of SESAME
STREET, co-produced by Televisa in cooperation with Children's Television
Workshop. PLAZA SESAMO now airs two hours per week. The Company's broadcasting
of educational children's programming, including PLAZA SESAMO, meets the Federal
Communications Commission (the "FCC") requirement of airing three hours of
weekly educational programming.
In 1996 the Company derived approximately 40% and 8% of its gross
advertising sales from programs produced by Televisa and Venevision,
respectively, under the Program License Agreements. Programming
12
<PAGE>
supplied by Televisa and Venevision under the Program License Agreements and
programs produced by the Company currently represent in the aggregate
approximately 90% of the Network's non-repeat broadcast hours. The remainder
primarily consists of movies acquired from independent third-party suppliers.
Three of the Company's own productions, SABADO GIGANTE, a variety show hosted by
Don Francisco, PRIMER IMPACTO, a news magazine program, and CRISTINA, a talk
show hosted by Cristina Saralegui, are among its most successful programs in
terms of advertising revenues generated. Approximately 45% of the Company's
gross advertising sales in each of 1995 and 1996 was generated by programs it
produced.
Univision news programming is generally produced either at the Network
facility in Miami or the local stations. The Network produces an early evening
network newscast seven days per week and a late network newscast, Monday through
Friday. All full-power O&Os produce local newscasts that reflect the communities
they serve. A national public affairs program, TEMAS Y DEBATES, is also produced
weekly by the Network in Washington, D.C.
The Company produces a Sunday afternoon sports anthology show and a Sunday
night sports wrap-up show. Live sports programming primarily consists of boxing
and soccer. The 1994 World Cup soccer coverage broadcast by Univision garnered
the Company's highest sports ratings. The Company's coverage of the Sunday
afternoon nationally televised Major League Soccer "Game of the Week" in 1996
also delivered strong ratings and revenues.
PROGRAM LICENSE AGREEMENTS
Through the Program License Agreements, Univision has the first right until
December 2017 to air in the U.S. all Spanish-language programming produced by or
for Televisa and Venevision (with certain exceptions). The Program License
Agreements provide the Network and Galavision with access to programming to fill
up to 100% of their program schedules. Televisa and Venevision programming
represented approximately 51% and 12%, respectively, of the Network's non-repeat
broadcast hours in 1996.
The Program License Agreements allow the Company long-term access to
Televisa and Venevision programs and the ability to terminate unsuccessful
programs and replace them with other Televisa and Venevision programs without
paying for the episodes that are not broadcast. Accordingly, the Company has
more programs available to it and greater programming flexibility than any of
its competitors. This program availability and flexibility have permitted the
Company to adjust programming to best meet the tastes of its viewers.
Univision's quarterly option on Televisa's programming has two components.
The Company has an initial option on all Televisa produced programs which, when
aggregated with programs obtained from Venevision, is sufficient to fill 18
hours of programming per day for the Network and Galavision combined. Univision
has the right to allocate these 18 hours of programming between the Network and
Galavision. In addition, this option covers all Televisa news programs without
limitation as to the number of hours of such programming. After Univision has
exercised its rights under the initial Televisa option, Televisa is
contractually obligated until December 1997 to make available to the owners and
operators of KWHY-TV Channel 22 in Los Angeles ("KWHY"), a station that, prior
to December 1992, had been a Galavision Network affiliate to which Televisa
supplied programming, all Televisa programming that is not acquired by Univision
pursuant to its initial option (other than news programs) to enable KWHY to fill
one 85-hour per week time schedule. The Company then has an additional option on
all Televisa programs not licensed by KWHY for use on the Network and
Galavision. Thus, under the Program License Agreements, Univision may license
programming from Televisa and Venevision that, when added to (i) local programs
produced by the O&Os and used on the Network, (ii) any programs produced by
Univision and (iii) any programs purchased by Univision other than from Televisa
and Venevision, will be sufficient to fill a twenty-four hour per day, seven day
per week time schedule for each of the Network and Galavision.
13
<PAGE>
The Company's initial and additional Televisa options and its Venevision
option are prior to all third parties' rights to obtain Televisa and Venevision
produced programming for broadcast in the U.S., except with respect to
programming licensed by Televisa to KWHY. Generally, Univision also has a right
of first refusal to acquire any program for which Univision did not exercise its
option before Televisa or Venevision can license such program to any third party
(except with respect to programming licensed to KWHY as described above). To the
extent that Televisa or Venevision uses, or licenses a third party to use, its
programming in the United States in accordance with the terms of the Program
License Agreements, the Company would compete against such entity.
Televisa and Venevision programs available to Univision are defined under
the Program License Agreements as all programs produced by or for each of them
in the Spanish language or with Spanish subtitles other than programs for which
they do not own U.S. broadcast rights or as to which third parties have a right
to a portion of the revenues from U.S. broadcasts ("Co-produced Programs").
Televisa and Venevision have also agreed through their affiliates to use their
best efforts to coordinate with Univision to permit Univision to acquire U.S.
Spanish-language rights to certain Co-produced Programs and to special events
produced by others, sporting events, political conventions, election coverage,
parades, pageants and variety shows.
In consideration of access to the programming of Televisa and Venevision,
the Company pays Televisa and Venevision aggregate royalties based upon Combined
Net Time Sales. The royalties (net of certain cost sharing reimbursements which
ceased upon completion of the Reorganization) were 9.9%, 9.4% and 8.5% of
Combined Net Time Sales in 1996, 1995 and 1994, respectively. Aggregate
royalties to Televisa and Venevision are 13.5% of Combined Net Time Sales in
1997, and will be 15.0% of Combined Net Time Sales in all years thereafter. The
Network is obligated to pay such aggregate royalties to Televisa and Venevision
each year throughout the term regardless of the amount of Televisa and
Venevision programming used by the Company.
The Program License Agreements are between affiliates of the Company,
Televisa and Venevision and the performance of their affiliates has been
unconditionally guaranteed by the Company, Televisa and Venevision,
respectively. Pursuant to their respective guarantees, Televisa has agreed to
use commercially reasonable efforts to continue to produce programs available to
the Network at least to the same extent in terms of quality and quantity as in
calendar years 1989, 1990 and 1991 and Venevision has agreed to use commercially
reasonable efforts to produce or acquire programming sufficient to provide at
least nine hours per day of programs to the Network.
In 1996, the Venevision affiliate did not make available to Univision at
least nine hours per day of programming, and the Company does not believe that
Venevision had used commercially reasonable efforts to enable the affiliate to
do so. To date, the Company has continued to pay the Venevision affiliate the
full amount of aggregate royalties. The Company has commenced discussions with
Venevision; Venevision has stated that it believes that Venevision and its
affiliate have complied with their obligations to the Company. The Company is
studying the actions it may take if the Company and Venevision are unable to
resolve this disagreement through negotiations.
In addition, Televisa has agreed with several partners, each of whom has
substantial assets, to develop and operate a direct broadcast satellite ("DBS")
venture, which will have a variety of program services, including program
services supplied by Televisa. Televisa is required to offer the Company the
opportunity to acquire a 50% economic interest in Televisa's interest in the
joint venture to the extent it relates to United States Spanish-language
broadcasting. While the Company believes that the Company will be offered such
an interest, the Company has not received any indication as to what the business
terms relating to such interest would be. Accordingly, the Company is not in a
position to state whether it would accept such an offer. If the venture secures
a significant viewership among Hispanic Households, it could have a material
adverse effect on Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.
Televisa asserts that the terms and conditions of its Program License
Agreement with Univision allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the
14
<PAGE>
United States with Televisa program services which contain programs to which
Univision believes it has an exclusive first option in the United States.
Univision disagrees with Televisa's assertion and has notified Televisa of its
intention to enforce its rights by all appropriate means including, if
necessary, legal action, if Televisa provides such programs to any such DBS
venture. There can be no assurance that Televisa will desist from providing such
programming to its or other DBS ventures, or, if Televisa were not to desist,
that Univision would prevail in court.
Finally, Televisa has initiated the production and limited broadcast of
NOVELAS originally produced in English, using the same storylines and production
facilities in Mexico which are used for NOVELAS to which Univision has an option
for Spanish-language rights. Televisa has announced its intention to secure
broader distribution of this product throughout the United States. There can be
no assurance that Univision's bilingual viewers will not be attracted by
Televisa's English-language NOVELAS, resulting in viewership declines for
Univision.
THE O&OS
The Company owned and operated 11 full-power O&Os as of December 31, 1996,
each of which broadcasts Network programming, produces local news and other
programming of local importance, covers special events and may acquire programs
from other suppliers. The Company acquired its Sacramento Affiliated Station in
March 1997. Each of the full-power O&Os is the leading Spanish-language
television station in its DMA.
A full-power O&O's ability to compete in terms of NSI ratings with the
English-language stations in a particular market is a function of the level of
Spanish-language use in the DMA which is affected in part by Hispanic Household
density. In DMAs where households that speak Spanish at least 50% of the time
exceed 15% of all households in the DMA, the full-power O&Os, in general, have
audience delivery comparable with the leading English-language network
affiliated stations in that DMA. In a DMA where the households that speak
Spanish at least 50% of the time is between 10% and 15% of all households in
that DMA, the full-power O&Os, in general, have audience delivery comparable
with the leading independent stations in the DMA. In a DMA where households that
speak Spanish at least 50% of the time is between 5% and 10% of all households
in that DMA, the full-power O&Os, in general, have audience delivery comparable
with the lower rated independent stations in the DMA. As shown on the following
table, two of the full-power O&Os owned by the Company as of December 31, 1996
rank as the top station in their respective DMAs.
FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS
<TABLE>
<CAPTION>
UNIVISION
1996 HISPANIC SHARE
DMA RANK 1996 HISPANIC HOUSEHOLDS HISPANIC SPANISH- OF SPANISH- ADULTS 18 TO 49
(BY NUMBER OF POPULATION (IN HOUSEHOLD LANGUAGE LANGUAGE TOTAL AUDIENCE
DMA HISPANICS)(A)(B) (IN THOUSANDS)(B) THOUSANDS)(B) DENSITY(C) USE(D) VIEWING(E) MARKET RANK(F)
- -------------------- ---------------- ----------------- -------------- --------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Los Angeles......... 1 5,520 1,362 27.6% 19.5% 67%(g) 4
New York............ 2 2,961 936 13.9 10.5 81 7
Miami............... 3 1,303 454 33.3 28.8 88 1
Chicago............. 4 1,040 282 9.0 7.0 79 7
Houston............. 5 1,030 292 18.3 12.3 85 6
San Francisco....... 6 1,021 283 12.4 7.2 78 6
San Antonio......... 7 924 281 43.7 23.3 83 6
Dallas/Ft. Worth.... 9 714 199 10.8 6.9 82 7
Fresno.............. 12 596 155 31.6 21.1 83 1
Albuquerque......... 13 559 187 33.7 15.4 100 5
Phoenix............. 14 555 159 13.1 7.6 97 6
</TABLE>
- ------------------------
(a) The other DMAs ranked among the top fifteen by number of Hispanics are
McAllen/Brownsville (8th), El Paso (10th), San Diego (11th) and Sacramento
(15th).
15
<PAGE>
(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1997. In deriving its figures, Nielsen only counts persons
present in Hispanic Households.
(c) Percentage of total households that are Hispanic Households. Source: Nielsen
Media Research, Black & Hispanic DMA Market and Demographic Rank, January
1997.
(d) Represents the percentage of all households in a DMA where the Spanish
language is spoken at least 50% of the time by adults. Source: Nielsen
Enumeration Study 1995, which sets forth demographic attributes of Hispanic
population.
(e) Source: NHSI, adults 18 to 49, November 1996, Sunday to Saturday, 9 a.m. to
12 midnight.
(f) Source: NSI, adults 18 to 49, November 1996, Sunday to Saturday, 9 a.m. to
12 midnight.
(g) The Los Angeles market has three full-power Spanish-language television
stations.
The following table shows the total audience share and the percentage of
total market revenues garnered by each of the O&Os owned by the Company as of
December 31, 1996. As reflected in the table, none of the O&Os currently
receives its proportionate share of advertising revenues commensurate with its
audience share. The Company believes that the continued utilization of reliable
rating services and the addition of salespeople with English-language television
and advertising expertise will further enable the Company to demonstrate to
advertisers its ability to reach the Hispanic audience, thereby allowing the
Company to narrow the gap between its share of advertising revenues and its
audience share.
O&OS' SHARE OF TOTAL MARKET REVENUES AND AUDIENCE
<TABLE>
<CAPTION>
TOTAL TELEVISION O&O SHARE O&O SHARE OF
MARKET REVENUE(1) OF TOTAL SUN-SAT/9 A.M.-MIDNIGHT
DMA (IN THOUSANDS) MARKET REVENUE(1) TOTAL AUDIENCE(2)
- ---------------------------------- ----------------- ----------------------- ---------------------------
<S> <C> <C> <C>
Los Angeles....................... $ 1,340,000 6% 10%
New York.......................... 1,264,000 2 5
Chicago........................... 766,000 2 6
San Francisco..................... 501,100 2 3
Dallas............................ 435,600 2 5
Miami............................. 406,100 10 15
Houston........................... 386,500 4 10
Phoenix........................... 273,600 3 6
San Antonio....................... 118,000 7 8
Fresno............................ 83,700 8 18
Albuquerque....................... 77,800 3 2
</TABLE>
- ------------------------
(1) Company estimates.
(2) Source: NSI, adults 18 to 49, November 1996.
Set forth below is information, including ratings and performance
information based on most recently available data, for the Company's top five
O&Os.
LOS ANGELES. The Los Angeles DMA has the largest Hispanic population in the
U.S., estimated by Nielsen to be 5.5 million people as of the beginning of 1997,
and is the second largest U.S. television market overall. Between 1980 and 1990,
the Hispanic population of Los Angeles grew approximately seven times faster
than its non-Hispanic population. According to the U.S. Census Bureau, 78% of
Hispanics in Los Angeles are of Mexican origin. The Hispanic population in Los
Angeles represents 37% of that DMA's total population and 21% of the total U.S.
Hispanic population.
The Los Angeles DMA has three Spanish-language, full-power UHF television
stations. In November 1996, the Company's Los Angeles O&O, Univision-KMEX,
posted a 67% share of the viewers tuned to Spanish-language television from 9
a.m. to midnight Sunday through Saturday, while Telemundo-KVEA
16
<PAGE>
posted a 19% share and KWHY (which only broadcasts in Spanish from 3 p.m. to 11
p.m. and is provided certain programming from Televisa) posted a 14% share.
Compared to all general market television stations in the November 1996 NSI
Report, KMEX was second in adults aged 18 to 34 ratings, ranked fourth in adults
aged 18 to 49 ratings and was eighth in households in the Los Angeles DMA Sunday
through Saturday 9 a.m. to midnight.
A total of 20 television stations currently operate in the Los Angeles DMA.
Some of these stations simulcast their news programs and certain entertainment
programs in both English and Spanish. In addition, Nielsen estimates that cable
penetration among Hispanic Households in the Los Angeles DMA is 45%.
NEW YORK. The New York DMA has the second largest Hispanic population in
the U.S., estimated by Nielsen to be 3.0 million people at the beginning of
1997, and is the largest U.S. television market overall. The New York Hispanic
community tends to be more fragmented into groups from many different Latin
American countries, including Puerto Rico, Cuba, the Dominican Republic and
Mexico, who have settled in different neighborhoods in the DMA. This
fragmentation distinguishes the New York market from Los Angeles and Miami where
the Hispanic population is predominantly Mexican and Cuban, respectively. The
Hispanic population in New York represents 16% of that DMA's total population
and 12% of the total U.S Hispanic population.
In November 1996, Univision-WXTV was the leading station with a 81% share of
the audience watching Spanish-language television (9 a.m. to midnight, Sunday
through Saturday). While Univision-WXTV broadcasts full time in Spanish,
Telemundo-WNJU broadcasts only 15 hours per day in Spanish Monday through
Friday, and less on the weekend. The remainder of time on Telemundo-WNJU is used
for paid programming and programs in a variety of other languages. Compared to
general market television stations in the November 1996 NSI Report, WXTV ranked
seventh in the New York market in adults aged 18 to 49, Sunday through Saturday,
9 a.m. to midnight.
A total of 16 television stations service the New York DMA. In addition to
Univision-WXTV and Telemundo-WNJU, one other television station shows some
originally-produced Spanish-language programming. According to Nielsen, cable
penetration among Hispanic Households in the New York DMA is approximately 56%.
MIAMI. The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.3 million people as of the beginning of 1997, and
is the sixteenth largest U.S. television market overall. According to the Census
Bureau, 56% of Hispanics in Miami are of Cuban origin. The Hispanic population
in Miami represents 37% of that DMA's total population and 5% of the total U.S.
Hispanic population.
In November 1996, the Company's Miami O&O, Univision-WLTV, had an 88% share
of the audience watching Spanish-language television from 9 a.m. to midnight,
Sunday through Saturday. Compared to all general market television stations in
the November 1996 NSI Report, WLTV was in first place in adults aged 18 to 49
and adults aged 18 to 34 ratings, while placing second in household share in the
Miami market Sunday through Saturday, 9 a.m. to midnight. WLTV is fully
competitive with all English-language stations in the Miami DMA in all major
dayparts.
A total of 13 television stations service the Miami DMA. In addition to
Univision-WLTV and Telemundo-WSCV, three other television stations show some
Spanish-language programming. According to Nielsen, cable penetration among
Hispanic Households in Miami is approximately 58%.
CHICAGO. The Chicago DMA has the fourth-largest Hispanic population in the
U.S., estimated by Nielsen to be 1.0 million people at the beginning of 1997,
and is the third largest U.S. television market overall. The Hispanic population
in Chicago represents 12% of that DMA's population and 4% of the total U.S.
Hispanic population.
In 1994, the Company acquired an English-language independent television
station, WGBO, which it converted to a Spanish-language format on January 1,
1995. In November 1996, Univision-WGBO posted
17
<PAGE>
a 79% share of the audience watching Spanish-language television 9 a.m. to
midnight, Sunday through Saturday. WGBO has one Spanish-language competitor,
Telemundo-WSNS. Compared to all general market television stations in the
Chicago DMA in the November 1996 NSI report, WGBO ranked seventh. WGBO is fully
competitive with certain English-language stations in the delivery of young
demographics in the Chicago DMA, particularly adults aged 18 to 34.
A total of 13 television stations service the Chicago DMA. According to
Nielsen, cable penetration among Hispanic Households in Chicago is approximately
44%.
HOUSTON. Houston has the fifth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.0 million people, and is the eleventh largest U.S.
television market overall. The Hispanic population in Houston represents 23% of
that DMA's total population and 4% of the total U.S. Hispanic population.
In 1994, the Company acquired its Affiliated Station, KXLN, in Houston. In
November 1996, Univision-KXLN posted an 85% share of the audience watching
Spanish-language television 9 a.m. to midnight, Sunday through Saturday. KXLN
has one Spanish-language competitor, the Telemundo affiliate KTMD. In November
1996, KXLN was ranked first in the delivery of adults aged 18 to 34 and sixth in
adults aged 18 to 49, Sunday through Saturday, 9 a.m. to midnight.
A total of 15 television stations service the Houston DMA. According to
Nielsen, cable penetration among Hispanic Households in Houston is approximately
40%.
The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.
In March 1997, Univision acquired its Sacramento Affiliated Station, KCSO.
The Company paid approximately $40 million, consisting of $28.2 million in cash,
12,000 shares of preferred stock having one vote per share, a liquidation
preference of $1,000 per share (plus accrued and unpaid dividends) and a
cumulative annual dividend preference (commencing on the closing of the
acquisition) of 6% per share per annum ($15.00 per quarter per share),
increasing to 9% per share per annum if accrued and unpaid dividends per share
equal or exceed $30.00. The preferred stock is convertible into Class A Common
Stock at the option of the holder until the fourth anniversary of the closing of
the acquisition at a conversion price of $32.6875. The preferred stock is
redeemable at the option of the holder at any time, and by the Company after the
fourth anniversary of the issuance of the preferred stock, in each case, for an
amount equal to the liquidation preference.
Univision's seven low-power O&Os are located in Philadelphia, Hartford,
Austin, Bakersfield, Tucson, Albuquerque and Fort Worth. A low-power station is
a low-power broadcast facility that may originate programming and commercial
matter but that often transmits programming received from elsewhere (including
via satellite). The low-power O&Os, in the aggregate, accounted for less than 1%
of the Company's net revenues in 1996 and contribute 2.9% of the Network
broadcast distribution.
ADVERTISING
The Company's top 10 advertisers in 1996, on a combined basis (UTG and the
Network), were Procter & Gamble, AT&T, MCI Communications, McDonald's, Ford,
Colgate-Palmolive, Sears, Toyota, Coca-Cola and Miller Brewing Co., most of
which have substantially increased advertising commitments to the Company since
the Acquisition. No single advertiser accounted for more than 10% of the
Company's gross advertising revenues. Approximately 98.5% of Univision's gross
revenues for each of 1995 and 1996 consisted of Network, national spot and local
advertising revenues.
NETWORK ADVERTISING. Network advertising revenues represented 50.6% of the
Company's gross revenues in 1995 and 1996. The Company attracts advertising
expenditures from diverse industries, with advertising for food and beverages,
personal care products, automobiles, other household goods and telephone
services representing the majority of Network advertising.
18
<PAGE>
SPOT ADVERTISING. National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 14.8% and 15.6% of the Company's gross revenues
for 1995 and 1996, respectively. National spot advertising primarily comes from
new advertisers wishing to test a market and advertisers who are regional
retailers and manufacturers without national distribution. To a lesser degree,
national spot advertising comes from advertisers who have the need to enhance
network advertising in a given market. National spot advertising is the means by
which most new national and regional advertisers begin marketing to Hispanics.
LOCAL ADVERTISING. Local advertising revenues are generated by both local
merchants and service providers and regional and national businesses and
advertising agencies located in a particular DMA. Local advertising revenues
represented 33.1% and 32.3% of the Company's gross revenues for 1995 and 1996,
respectively.
MARKETING
The Company increased by 45% the number of its marketing professionals from
146 to 211 over the past two years, including approximately 30 employees hired
in connection with the acquisition of the Chicago and Houston O&Os and
Galavision. The Company's account executives are divided into three groups:
Network sales; national spot sales; and local sales. The account executives
responsible for Network sales target and negotiate with accounts that advertise
nationally. The national spot sales force represents Broadcast Affiliates for
all sales placed from outside their respective DMAs. The local sales force
represents an O&O for all sales placed from within its DMA.
In addition, the Company's sales department utilizes research, including
both ratings and demographic information analyzed by the Company's research
department, to negotiate sales contracts as well as target major national
advertisers that are not purchasing advertising time or who are under-purchasing
advertising time on Spanish-language television.
The Company maintains Network and national sales offices in Atlanta,
Chicago, Dallas, Detroit, Irvine (California), Los Angeles, Miami, New York, San
Antonio and San Francisco.
COMPETITION
The broadcasting business is highly competitive. The Company competes for
viewers and revenues with other television networks and stations and other video
media, suppliers of cable television programs, newspapers, magazines, radio and
other forms of entertainment and advertising. Competition for advertising
revenues is based on the size of the market that the particular medium can
reach, the cost of such advertising and the effectiveness of such medium. The
Company believes that it is competitive in the size of market it reaches and the
cost and effectiveness of advertising time it sells.
The rules and policies of the FCC also encourage increased competition among
different electronic communications media. As a result of rapidly developing
technology, the Company may experience increased competition from other free or
pay systems by which information and entertainment are delivered to consumers,
such as direct broadcast satellite and video dial tone services.
MATERIAL PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
In the course of its business, the Company uses various trademarks, trade
names and service marks, including its logos in its advertising and promotions.
The Company believes the strength of its trademarks, trade names and service
marks are important to its business and intends to continue to protect and
promote its marks as appropriate. The Company does not hold or depend upon any
material patent, government license, franchise or concession, except the
licenses granted by the FCC to the O&Os.
19
<PAGE>
EMPLOYEES
As of December 31, 1996, the Company employed approximately 1,350 full-time
employees. At December 31, 1996, approximately 12% of the Company's employees,
located at Chicago, Los Angeles and New York were represented by unions. In
January 1997, certain employees of the San Francisco O&O elected union
representation, thereby increasing the number of Company employees represented
by unions to 14%. Collective bargaining agreement negotiations are scheduled in
April 1997.
The collective bargaining agreements covering the union employees of the
Chicago, Los Angeles and New York O&Os expire beginning in 1999. One of the
agreements for the New York O&O was recently renegotiated subject to the
approval of the national office of AFTRA.
Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.
FEDERAL REGULATION AND NEW TECHNOLOGIES
The ownership, operation and sale of TV stations, including those licensed
to subsidiaries of the Company, are subject to the jurisdiction of the FCC under
authority granted it pursuant to the Communications Act of 1934, as amended (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a TV station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a TV station's FCC license; the
approval of changes in the ownership or control of a TV station's licensee; the
regulation of equipment used by TV stations; and the adoption and implementation
of regulations and policies concerning the ownership, operation and employment
practices of TV stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a TV station for violations of
the FCC's rules and regulations.
PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, broadcast station licensees continue to
be required to present programming that is responsive to local community
problems, needs and interests and to maintain certain records demonstrating such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates license renewal applications of
a licensee, although such complaints may be filed at any time and generally may
be considered by the FCC at any time. Stations also must follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertisement of
contests and lotteries, programming directed to children, obscene and indecent
broadcasts and technical operations, including limits on radio frequency
radiation. In addition, most broadcast licensees, including the Company's
licensees, must develop and implement affirmative action programs designed to
promote equal employment opportunities and must submit reports to the FCC with
respect to these matters on an annual basis and in connection with a license
renewal application.
While the following sets forth the material provisions of the Communications
Act and other statutes or rules, regulations and policies of the FCC and other
governmental agencies applicable to the Company and its operations, it does not
purport to be a complete summary of such provisions. In particular, for further
information, reference is made to the Communications Act, the Telecommunications
Act of 1996 (the "Telcom Act"), and the rules, regulations and written policies
of the FCC. Management is unable at this time to predict the outcome of any of
the pending FCC rulemaking proceedings referenced below, the outcome of any
reconsideration or appellate proceedings concerning any of the changes in FCC
rules or policies noted below, the possible outcome of any proposed or pending
Congressional legislation, or the impact of any of those changes on Univision's
television broadcast operations.
20
<PAGE>
LICENSE RENEWAL. Under new FCC rules adopted in January 1997 to implement
the Telcom Act, television station licenses generally will be issued for an
initial period of eight years, subject to renewal upon application therefor. The
FCC will ordinarily renew broadcast licenses for the maximum eight-year term
(subject to short-term renewals in certain circumstances, such as those
involving serious violations of FCC rules by the licensee). The changes apply to
all license renewals granted after the date the new rules were adopted
(regardless of when the renewal application was filed), as well as retroactively
to licenses for which the renewal application was filed on or after October 1,
1995 if the renewal was granted prior to the date the new rules were adopted.
With respect to broadcast renewal applications filed after May 1, 1995, the
FCC adopted new rules on April 12, 1996 to implement certain statutory changes
effected by the Telcom Act. Under these new rules, no person may submit a
competing application for the frequency licensed to the renewal applicant unless
and until the FCC has determined that the incumbent is not qualified to continue
to hold the license. However, during a certain period while the renewal
application is still pending, petitions to deny the renewal application may be
filed with the FCC. In recent years, representatives of various community groups
and others often have filed petitions to deny renewal applications of broadcast
stations. The FCC will grant the renewal application and dismiss the petitions
to deny if it determines that the licensee meets statutory renewal standards
based on a review of the preceding license term.
Set forth below are the license expiration dates of each O&O:
O&O LICENSE EXPIRATION DATES
<TABLE>
<CAPTION>
DMA STATION LICENSE EXPIRATION DATE
- ---------------------------------------------------------------- ------------------- ---------------
<S> <C> <C>
Albuquerque..................................................... KLUZ 10/01/98
Albuquerque..................................................... K48AM(1) 8/01/97
Austin.......................................................... K30CE(1) 10/01/98
Bakersfield..................................................... KABE-LP(1) 4/01/98
Chicago......................................................... WGBO 12/01/97
Dallas/Fort Worth............................................... KUVN 8/01/98
Fort Worth...................................................... KUVN-LP(1) 10/1/98
Fresno.......................................................... KFTV 12/01/98
Hartford........................................................ W47AD(1) 6/01/98
Houston......................................................... KXLN 8/01/98
Los Angeles..................................................... KMEX 12/01/98
Miami........................................................... WLTV 2/01/05
New York........................................................ WXTV 6/01/99
Philadelphia.................................................... WXTV-LP(1) 7/15/97(2)
Phoenix......................................................... KTVW 10/01/98
San Antonio..................................................... KWEX 8/01/98
San Francisco................................................... KDTV 12/01/98
Tucson.......................................................... K40AC(1) 4/18/97(3)
</TABLE>
- ------------------------
(1) Low-power O&O.
(2) The Philadelphia station (formerly W35AB) is currently operating pursuant to
a special temporary authorization.
(3) The Tucson station is currently operating pursuant to a special temporary
authorization as K52AO.
In each case, renewal applications must be filed with the FCC at least four
months before the expiration date of the license, and any petitions to deny must
be filed at least one month prior to the expiration date. The FCC usually does
not act on renewal applications until after the expiration date, and in the
interim, the licenses remain in effect.
21
<PAGE>
OWNERSHIP RESTRICTIONS. The Communications Act prohibits the assignment of
a broadcast license or the transfer of control of a broadcast license without
prior FCC approval. The Communications Act also generally prohibits a licensee
from having more than 20% of its capital stock owned or voted by foreign
nationals, foreign governments, or the representatives of either (each a
"Foreign Interest"). A Licensee may not be organized under the laws of a foreign
country. Absent a grant of special authority by the FCC, any company that
directly or indirectly controls a broadcast licensee may not be organized under
the laws of a foreign country, and may not have more than 25% of its capital
stock owned or voted by foreign nationals or foreign governments or by
representatives of foreign nationals or foreign governments. Under the
Communications Act, a broadcast license may not be granted to or held by a
Foreign Interest if the FCC finds that the public interest will be served by the
refusal or revocation of such license. The FCC has interpreted this provision to
require an affirmative public interest finding before a broadcast license may be
granted to or held by any such Foreign Interest. The FCC has rarely, if ever,
made such an affirmative finding. As presently organized, the Company complies
with these restrictions. In particular, the Company's Restated Certificate of
Incorporation contains provisions that permit the Company to redeem any shares
of capital stock other than Class T and Class V Common Stock owned by Foreign
Interests and to take other actions necessary to ensure its compliance with the
foreign ownership restrictions of the Communications Act and related FCC rules.
The FCC's "multiple ownership" rules generally provide that a license for a
television station will not be granted if the applicant (or a party with an
"attributable interest" in the applicant) owns, or has an "attributable
interest" in, another station of the same type which covers a similar service
area. As directed by the Telecom Act, the FCC is conducting various rulemaking
proceedings to determine whether to change its attribution rules and whether to
retain, modify, or eliminate its limitations on the number of television
stations that a person or entity may own, operate, or control, or have an
"attributable interest" in, within the same television market. Under its duopoly
regulations, the FCC prohibits ownership interests in television stations with
overlapping signals of specified strengths. In November 1996, the FCC proposed
to relax this prohibition to permit, under certain conditions, common ownership
of television stations with greater signal overlap. The FCC is implementing the
proposed standard on an interim, conditional basis pending the outcome of the
rulemaking proceedings. Among the options being considered are proposals to
increase the signal strength permitted before a prohibited overlap occurs, to
permit a single entity to own two UHF television stations in the same television
market, and to permit a single entity to own one UHF and one VHF television
station in the same market. Substantially all Univision Affiliates operate in
the UHF band. Whether, or when, the FCC will adopt such changes in its
regulations is unknown.
The FCC recently conformed its national television stations multiple
ownership rules with the Telcom Act. Specifically, a single entity may hold
"attributable interests" in an unlimited number of U.S. television stations
provided that those stations operate in markets containing cumulatively no more
than 35% of the television homes in the U.S. For this purpose, only 50% of the
television households in a market are counted towards the 35% national
restriction if the owned station is a UHF station (as are the O&Os). An FCC
rulemaking is under way to address how to measure audience reach, but further
analysis of the "UHF discount" is being deferred until 1998 as part of the FCC's
biennial review of the broadcast rules mandated by the Telecom Act. None of the
Principal Stockholders presently holds attributable interests in any other U.S.
television stations.
The FCC's rules provide that, with certain exceptions, the power to vote or
control the vote of 5% or more of the outstanding voting stock of a licensee is
the test for determining whether an entity has an "attributable interest" in a
licensee's stations for purposes of the multiple ownership rules. However, the
FCC's rules permit certain passive institutional investors (I.E., qualifying
investment companies, insurance companies or bank trust departments) to vote or
control the vote of up to 10% of the outstanding voting stock of a broadcast
company before they will be deemed to have an "attributable interest." In March
1992, the FCC initiated a proceeding to consider, INTER ALIA proposals (i) to
increase the general "attributable interest" threshold to 10% of the outstanding
voting stock of a broadcast licensee and (ii) to
22
<PAGE>
increase the threshold for certain passive institutional investors to 20%. The
FCC has taken no final action in that proceeding.
The FCC recently conformed its "dual network rule" with the Telcom Act.
Under these new rules, a broadcast licensee may affiliate with an entity that
maintains two or more networks of television broadcast stations UNLESS such
multiple networks are composed of (i) two or more network entities meeting a
specific definition of a network as of February 8, 1996, or (ii) a network
meeting such definition and certain other English-language program distribution
services. The Network does not fall into either category.
The Telcom Act also modified the general prohibitions on network-cable
cross-ownership so as to permit television networks to own cable systems.
NETWORK AFFILIATE ISSUES. Several FCC rules impose restrictions on network
affiliation agreements. Among other things, those rules prohibit a television
station from entering into any affiliation agreements that (i) require the
station to clear time for network programming that the station had previously
scheduled for other use, (ii) preclude the preemption of any network programs
that the station believes are unsuitable for its audience, or (iii) preclude the
station from substituting for network programming a program that it believes is
of greater local or national importance.
In addition, the FCC is currently reviewing several of its rules governing
the relationship between broadcast television networks and their affiliates.
Specifically, the FCC is reviewing four rules including (i) the "right to reject
rule," which provides that affiliation arrangements between a broadcast network
and a broadcast licensee generally must permit the licensee to reject
programming provided by the network, (ii) the "time option rule," which
prohibits arrangements whereby a network reserves an option to use specified
amounts of an affiliate's broadcast time, (iii) the "exclusive affiliation
rule," which prohibits arrangements that forbid an affiliate from broadcasting
the programming of another network, and (iv) the "network territorial
exclusivity rule," which proscribes arrangements whereby a network affiliate may
prevent other stations in its community from broadcasting programming the
affiliate rejects, and arrangements that inhibit the ability of stations outside
of the affiliate's community to broadcast network programming.
The FCC's so-called "spot sale rule" prohibits a network from representing
its affiliates in the sale of non-network advertising time unless such
affiliates are owned by or under common control with the network. In late 1990,
the FCC granted a permanent waiver to the Company's predecessor permitting non-
owned and operated affiliates of the Network to be represented by the Network in
the spot sales market. In 1992, as part of its approval of the Acquisition, the
FCC granted the Company's request to extend the permanent waiver of the spot
sale rule so as to permit the Network to continue to act as a national sales
representative for each Univision Affiliate.
ADVANCED TELEVISION TECHNOLOGY. At present, U.S. television stations
broadcast signals using the "NTSC" system, named for the National Television
Systems Committee, an industry group established in 1940 to develop the first
U.S. television technical broadcast standards. The FCC is presently conducting
several rulemaking proceedings in order to implement ATV, a broadcasting
technology that would constitute a significant improvement over the audio and
video quality provided by the NTSC system. In May 1996, the FCC issued its Fifth
Further Notice of Proposed Rulemaking in its ATV proceeding, wherein the FCC
proposed to adopt the ATSC DTV standard, a standard for providing ATV service
capable of offering broadcasting formats ranging from one channel with a picture
quality approaching that of 35mm film and audio quality equal to that of compact
discs to four to five channels with picture and sound quality similar to that
currently available. On December 27, 1996, the FCC released its Fourth Report
and Order by which it rejected the ATSC DTV "single standard" and instead
adopted a modified standard which excludes video format constraints and leaves
certain options up to industry members. The DTV standard is incompatible with
the existing NTSC standard (I.E., NTSC equipment will be unable to broadcast ATV
and existing television sets will be unable to receive it without modification).
Thus, ATV broadcasting will require broadcasters electing to engage in ATV
broadcasting to make significant new capital investments in ATV broadcasting
capacity.
23
<PAGE>
Under the FCC's current plans as set forth in the FCC's Fourth Further
Notice of Proposed Rulemaking and Third Notice of Inquiry in its ATV proceeding
released in August 1995, existing full-power commercial stations would be
guaranteed licenses to construct and operate ATV stations so long as they
continued to operate their NTSC operations as well. In August 1996, the FCC
released its Sixth Further Notice of Proposed Rulemaking with a draft DTV Table
of Allotments and a discussion of its underlying policies and technical
criteria. The FCC continues to believe it can accommodate all eligible existing
broadcasters with a DTV channel. Once ATV channel allocations are finally
determined, the FCC's current plan gives existing stations a three-year period
to apply for ATV licenses and a three-year period thereafter to complete
construction. Any existing broadcast station that fails to make the additional
investment in constructing and operating an ATV station would likely suffer
long-term adverse competitive effects, since other competing television stations
in the market (as well as other competing video delivery modes) would likely be
able to provide to consumers the more advanced ATV programming. All television
stations must convert to ATV within a defined transition period (presently
anticipated to be no longer than 15 years). During this transition period,
television stations will be required to broadcast both an NTSC and an ATV
signal. At the end of the transition period, the television station will be
required to return to the FCC its license for the NTSC signal.
However, certain members of Congress from time to time have offered and
continue to offer various proposals that would require incumbent broadcasters to
bid at a public auction for the spectrum necessary to effect the transition to
ATV. The Clinton Administration has not endorsed these proposals. Although the
broadcast industry has opposed such proposals, at this time the Company cannot
be assured that it will not have to bid for the spectrum required for ATV
broadcasting or, if required to bid, that it will have adequate financial
resources to make a successful bid. If such an auction plan were mandated by
Congress, it could have a material adverse effect on the Company. Under certain
circumstances, conversion to ATV operations may reduce a station's geographical
coverage area. In addition, the FCC's current implementation plan would maintain
the secondary status of low-power stations in connection with its allotment of
ATV channels. The FCC has acknowledged that ATV channel allotment may involve
displacement of existing low-power stations, particularly in major television
markets. Accordingly, the Company's low-power Broadcast Affiliates may be
materially adversely affected.
DIRECT BROADCAST SATELLITE SYSTEMS. There are currently in operation
several DBS systems that serve the United States, and it is anticipated that
additional systems will become operational over the next several years.
Furthermore, several Spanish-language DBS systems are underway to serve various
parts of Latin America and some of such systems are expected to have signals
which will spill over into the southern U.S. or in certain cases, cover most or
all of the continental United States. DBS systems provide programming on a
subscription basis to those who have purchased and installed a satellite signal
receiving dish and associated decoder equipment. DBS systems claim to provide
visual picture quality comparable to that found in movie theaters and aural
quality comparable to digital audio compact discs. DBS systems do not, except in
certain instances, provide the signals of traditional over-the-air broadcast
stations, and thus are generally restricted to providing the programming of
premium services such as HBO and other traditionally cable-oriented satellite
programming services. In the future, competition from DBS systems could have a
material adverse effect on the financial condition and results of operations of
the Company.
24
<PAGE>
ITEM 2. PROPERTIES
The principal buildings owned or leased by the Company are described below:
PRINCIPAL UNIVISION PROPERTIES (1)
<TABLE>
<CAPTION>
AGGREGATE
SIZE OF
PROPERTY LEASE
IN SQUARE FEET EXPIRATION
LOCATION (APPROXIMATE) OWNED OR LEASED DATE
- -------------------------------------------------- --------------- -------------------- -------------
<S> <C> <C> <C>
Miami, FL......................................... 134,100 Owned/Leased(2) 12/31/00(3)
Los Angeles, CA................................... 55,604 Leased 9/30/02(3)
New York, NY...................................... 35,814 Leased 6/30/10(3)
Secaucus, NJ...................................... 29,660 Leased 6/30/09
</TABLE>
- ------------------------
(1) For additional information see Note 6 to consolidated financial statements.
(2) Represents two separate properties, of which 112,000 square feet are owned.
(3) Option to renew available.
The Company owns or leases remote antenna space and microwave transmitter
space near each of the O&Os. Additionally, the Company leases space in public
warehouses and storage facilities, as needed, near some of the O&Os.
The Network began transmitting from its operations center in Miami, Florida
in January 1991, after acquiring approximately seven acres and an existing
50,000 square foot facility and building an additional 62,000 square feet. The
Miami facility houses Network administration, operations (including the
Network's uplink facility), sales, production, news, Galavision operations and
WLTV, the Miami station. The Company broadcasts its programs to the Univision
Affiliates on three separate satellites from four transponders, one of which is
owned and three of which are leased pursuant to two lease agreements that expire
in 2004.
In January 1997, the Company signed a lease for office and studio premises
for the Dallas, Texas station. The Company believes that its principal
properties, whether owned or leased, are suitable and adequate for the purposes
for which they are used and are suitably maintained for such purposes. Except
for the inability to renew any leases of property on which antenna towers stand
or under which the Company leases transponders, the inability to renew any lease
would not have a material adverse effect on the Company's financial condition or
results of operations since the Company believes alternative space on reasonable
terms is available in each city.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain litigation arising in the ordinary course
of business. Management has accrued amounts it believes are reasonable and any
amounts in excess of those accruals, either alone or in the aggregate, would not
be material to the Company. See Note 8 to Notes to Consolidated Financial
Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of its Board
of Directors subject to certain employment agreements. Messrs. Cisneros, Blank
and Rodriguez have employment agreements with the Company.
25
<PAGE>
The executive officers of the Company as of December 31, 1996 are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- --------------------------------------------------------------
<S> <C> <C>
A. Jerrold Perenchio............. 66 Chairman of the Board and Chief Executive Officer
Henry Cisneros(1)................ 49 President and Chief Operating Officer
George W. Blank.................. 45 Executive Vice President and Chief Financial Officer
Robert V. Cahill................. 65 Vice President and Secretary
Ray Rodriguez.................... 46 President and Chief Operating Officer of the Network
</TABLE>
- ------------------------
(1) Henry Cisneros joined the Company after December 31, 1996.
Mr. Perenchio has been the Chairman of the Board and Chief Executive Officer
of the Company since the Acquisition. From the consummation of the Acquisition
through January 27, 1997 he was also the Company's President. Mr. Perenchio has
owned and been active in Chartwell Partners since it was formed in 1983.
Chartwell Partners is an investment firm that is active in the media and
communications industry. Mr. Perenchio has over 25 years of experience in the
U.S. media and communications industry. During his career, Mr. Perenchio has
been the chief executive officer of a number of successful entities involved in
the production and syndication of television programming and from 1975 to 1986
owned and operated Spanish-language television stations in Los Angeles and New
York. A. Jerrold Perenchio is John G. Perenchio's father.
Mr. Henry Cisneros joined the company on January 27, 1997 and serves as the
President and Chief Operating Officer. From January 1993 through January 1997,
Mr. Cisneros was the Secretary of the U.S. Department of Housing and Urban
Development. As a member of the President's Cabinet, Secretary Cisneros was
assigned America's housing and community development portfolio. Prior to joining
the cabinet, he was Chairman of Cisneros Asset Management Company, a fixed
income money management firm operating nationally. In 1981, Mr. Cisneros became
the first Hispanic mayor of a major U.S. city when he was elected Mayor of San
Antonio, the nation's 10th largest city, where he served four terms until 1989.
Mr. Cisneros has served as President of the National League of Cities, Chairman
of the National Civic League, Deputy Chair of the Federal Reserve Bank of
Dallas, and as a board member of the Rockefeller Foundation.
Since the Acquisition, Mr. Blank has been Executive Vice President and Chief
Financial Officer of UTG and, since 1995, Chief Financial Officer of the
Network. Mr. Blank joined Hallmark Cards Incorporated in March 1987 as a
consultant. In September 1987, he became Vice President, Finance and Chief
Financial Officer of Univision Holdings, Inc., the Company's predecessor
("UHI"). In addition, from May 1992 through the Acquisition, Mr. Blank held the
position of Chief Operating Officer of UTG.
Mr. Cahill has been the Secretary and a Vice President of the Company since
the Acquisition. Mr. Cahill has been Executive Vice President and General
Counsel of Chartwell Partners, an affiliate of Perenchio, since 1985. While at
Chartwell Partners, he has also been the Vice President of various other
corporations and partnerships affiliated with Perenchio that, among other
things, engage in businesses in the media and communications industry. Mr.
Cahill has been an associate of Mr. Perenchio for 25 years.
Mr. Rodriguez has been President and Chief Operating Officer of the Network
since December 1992. In August 1990 Mr. Rodriguez joined the Network's
predecessor as Vice President and Director of Talent Relations. In September
1991, he became Senior Vice President and Operating Manager of the Network. In
May 1992, Mr. Rodriguez became President and Chief Executive Officer of UHI.
Prior to joining UHI, he owned and operated a management consulting and
production company that produced Spanish language television programs. From 1983
to 1989, he was Julio Iglesias' manager and Chief Executive Officer of that
performer's organization.
26
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment no. 1 to its
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
<TABLE>
<S> <C> <C>
UNIVISION COMMUNICATIONS INC.
By: /s/ GEORGE W. BLANK
-----------------------------------------
George W. Blank
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment no. 1 to registrant's report on Form 10-K has been signed by the
following persons in the capacities and on the dates so indicated.
<TABLE>
<C> <S> <C>
/s/ GEORGE W. BLANK, as
attorney-in-fact Chairman of the Board and
- ------------------------------ Chief Executive Officer April 17, 1997
A. Jerrold Perenchio
Executive Vice President
and Chief Financial
/s/ GEORGE W. BLANK Officer, in his
- ------------------------------ capacities, as chief April 17, 1997
George W. Blank financial officer and
principal accounting
officer
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
Henry Cisneros
- ------------------------------ Director April 17, 1997
Gustavo Cisneros
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
Lawrence W. Dam
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
Harold Gaba
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
Alan Horn
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
John G. Perenchio
/s/ GEORGE W. BLANK, as
attorney-in-fact
- ------------------------------ Director April 17, 1997
Ray Rodriguez
</TABLE>
