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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Entravision Communications Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
29382R107
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(CUSIP Number)
Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 7, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
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CUSIP No. 29382R107 13D Page 2 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Univision Communications Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
BK, WC, OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 29,452,234
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 29,452,234
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
29,452,234
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
25.5%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 29382R107 13D Page 3 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
A. Jerrold Perenchio
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
U.S. Citizen
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 29,452,234
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 29,452,234
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
29,452,234
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
25.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 29382R107 13D Page 4 of 10 Pages
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ITEM 1. SECURITY AND ISSUER
The classes of equity security to which this statement on form Schedule 13D
relates is the Class A common stock ("Securities"), of Entravision
Communications Corporation (the "Issuer"), a Delaware corporation, with
principal offices located at 2425 Olympic Blvd., Suite 6000 West, Santa Monica,
CA 90404. Of the 29,452,234 shares of Class A common stock to which this
Schedule 13D relates, 21,983,392 shares are shares of Class C common stock of
the Issuer convertible by Univision Communications Inc., a Delaware corporation
("Univision") at any time.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Univision, a Delaware corporation
("Univision") and A. Jerrold Perenchio, hereafter referred to as the "Reporting
Persons."
Mr. Perenchio is the Chairman of the Board and Chief Executive Officer of
Univision. Additionally, Mr. Perenchio may be deemed to control Univision,
although he disclaims beneficial ownership of any securities owned by Univision.
For information required by instruction C to Schedule 13D with respect to
the executive officers and directors of the foregoing entities and other related
persons (collectively, "Covered Persons"), reference is made to Schedule I
hereto and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with Issuer's reorganization on August 7, 2000, Univision
exchanged the $120,000,000 promissory note and option it had acquired from the
Issuer's predecessor for 21,983,392 shares of the Issuer's Class C common stock.
Univision purchased 6,464,542 shares of the Issuer's Class A common stock
offered by the Issuer in its initial public offering directly from the Issuer on
August 7, 2000 for approximately $100,000,000. The remaining Class A shares were
purchased in the open market between August 7, 2000 and the date this Schedule
13D is being filed. The Reporting Persons used bank borrowings under their
credit facility with a syndicate of commercial banks and other lenders and
working capital for all purchases of the Class A shares.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons has purchased and holds the Securities
reported by it for investment purposes.
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CUSIP No. 29382R107 13D Page 5 of 10 Pages
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The Reporting Persons may, from time to time, acquire additional securities
of the Issuer in open market or privately negotiated transactions, depending on
existing market conditions and other considerations that the Reporting Persons
may deem relevant. The Reporting Persons intend to review the Issuer on a
continuing basis and, depending upon the price and availability of the
Securities, subsequent developments affecting the Issuer, the Issuer's business
and prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
consideration and other factors deemed relevant, may decide to increase or
decrease the size of their investment in the Issuer.
Other than as described above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of Securities to which this Schedule 13D relates
is 29,452,234 shares, representing 25.5% of the outstanding 115,287,989 shares
of the Issuer's Class A common stock (assuming the Issuer's Class B and Class C
common stock have been converted). A total of 21,983,392 of the Securities are
Class C shares that may be converted at any time by the Reporting Persons to
Class A shares. The conversion ratio is 1:1.
Mr. Perenchio may be deemed to have beneficial ownership of the Securities
beneficially owned by Univision (although he specifically disclaims such
beneficial ownership). The remaining Covered Persons disclaim beneficial
ownership of the Securities.
(b) Each of the Reporting Persons has the shared power to vote or direct
the vote and shared power to dispose or to direct the disposition of the
Securities reported for it. The remaining Covered Persons disclaim beneficial
ownership of the Securities.
(c) Information with respect to all transactions in the Securities which
were effected during the past sixty days by each of the Reporting Persons is set
forth on Schedule II annexed hereto and incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described below, neither Univision nor any of its affiliates or
A. Jerrold Perenchio or any of his affiliates, nor to the best knowledge of
Univision or Perenchio, any of the persons named on Schedule I hereto, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer.
As the holder of the Issuer's Class C common stock, Univision has certain
rights under the Issuer's bylaws and certificate of incorporation. Univision has
the right to vote as a separate class to elect two of the Issuer's directors,
and the right to vote as a class on certain
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CUSIP No. 29382R107 13D Page 6 of 10 Pages
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material decisions involving the Issuer, including any merger, consolidation
or business combination, any dissolution and any transfer of the Issuer's
Federal Communications Commission licenses for any of the Issuer's television
stations affiliated with Univision. These special voting rights terminate
when Univision owns less than 30% of its initial ownership of the Class C
shares. The shares of Class C common stock are convertible into Class A
shares on a share-for-share basis at Univision's option at any time or
automatically upon transfer to non-affiliates of Univision or upon Univision
owning less than 30% of its initial ownership of the Class C shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Filed herewith as Exhibit 1 is a written agreement relating to
the filing of the joint acquisition statement as required by Rule
13d-1(f)(1) under the Securities Exchange Act of 1934, as amended.
2. In lieu of filing herewith, the Certificate of Incorporation of
the Issuer is hereby incorporated by reference as an exhibit to this
Schedule 13D from Exhibit 3.2(2) to Amendment No. 4 of the Issuer's
Registration Statement on Form S-1 (Registration No. 333-35336) filed with
the Securities and Exchange Commission on July 25, 2000.
3. In lieu of filing herewith, the Issuer's Bylaws are hereby
incorporated by reference as an exhibit to this Schedule 13D from Exhibit
3.3(2) to Amendment No. 4 of the Issuer's Registration Statement on Form
S-1 (Registration No. 333-35336) filed with the Securities and Exchange
Commission on July 25, 2000.
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CUSIP No. 29382R107 13D Page 7 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 16, 2000
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(Date
/s/ ROBERT V. CAHILL
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(Signature)
Vice President and Secretary
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(Name/Title)
/s/ A. JERROLD PERENCHIO
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(Signature)
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CUSIP No. 29382R107 13D Page 8 of 10 Pages
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SCHEDULE I
INFORMATION WITH RESPECT TO EXECUTIVE
OFFICERS AND DIRECTORS OF UNIVISION COMMUNICATIONS INC.
The following sets forth as to each of the executive officers and directors
of Univision and its affiliates: his name; his business address; and his present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Unless otherwise specified, the principal employer of each such individual is
Univision, the business address of each of which is 1999 Avenue of the Stars,
Suite 3050, Los Angeles, California, 90067, and each such individual identified
below is a citizen of the United States. To the knowledge of the undersigned,
during the last five years, no such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and no such
person was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws except as reported in Item 2(d) of this
Schedule 13D.
EXECUTIVE OFFICERS
A. Jerrold Perenchio Chairman of the Board & Chief Executive Officer
Robert V. Cahill Vice President & Secretary
George W. Blank Executive Vice President, Chief Financial Officer
Ray Rodriguez President and Chief Operating Officer - Univision Network
DIRECTORS
A. Jerrold Perenchio
Harold Gaba
President and Chief Executive Officer,
Act III Communications Holdings, L.P.
(media company)
1999 Avenue of the Stars, Suite 500
Los Angeles, California 90067
Alan F. Horn
President and Chief Operating Officer, Warner Bros.
(media company)
4000 Warner Blvd., Bldg. #2, Room 204
Burbank, CA 91522
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CUSIP No. 29382R107 13D Page 9 of 10 Pages
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John G. Perenchio
President, Ultimatum Music, LLC &
Executive, Chartwell Partners LLC
(music company and media and communications investment firm)
Ray Rodriguez
Alejandro Rivera
Director & Vice President, Venevision International, Inc.
(media company)
c/o Finser Corporation
550 Baltimore Way
Suite 900
Coral Gables, Florida 33134
Venezuelan citizen
Jose A. Baston Patino
Vice President of Operations
Grupo Televisa, S.A.
(media company)
Av. Chapultepec No. 28 6th Piso
Col. Doctores, Mexico D.F.
06724
Mexican citizen
Alfonso de Angoitia
Secretary of the Board of Directors, Executive Vice President - Chief Financial
Officer, Secretary of the Executive Committee, Grupo Televisa, S.A.
(media company)
c/o Minares, Angoitia, Cortes y
Fuentes S.C.
505 3rd Floor
Lomas de Chapultepec
11000 Mexico City, Mexico
Mexican citizen
Carlos Cisneros
Chairman & Chief Executive Officer
c/o Cisneros Television Group
(media company)
404 Washington Ave., Penthouse Fl.
Miami Beach, Florida 33139
Venezuelan citizen
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CUSIP No. 29382R107 13D Page 10 of 10 Pages
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SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
<TABLE>
<CAPTION>
SHARES AVERAGE
DATE PURCHASED PRICE(2)
<S> <C> <C>
8/7/00 21,983,392 (3)
8/7/00 6,464,542 $15.47
8/10/00 479,500 $15.74
8/11/00 425,500 $17.35
8/14/00 99,800 $18.00
</TABLE>
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(1) Unless otherwise indicated, all transactions were effected by
Univision on the New York Stock Exchange.
(2) Price excludes commissions.
(3) For these shares, Univision exchanged a $120,000,000 promissory note
and option it had acquired from the Issuer's predecessor.
