PAGE 1 OF 11 PAGES
CUSIP NO. 914906102
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Univision Communications Inc.
-----------------------------
(Name of Issuer)
Class A Common Stock, $0.01 Par Value Per Share
-----------------------------------------------
(Title of Class of Securities)
914906102
-----------------------------
(CUSIP Number)
Clear Channel Investments, Inc.
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 2003
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 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 11 Pages
PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Investments, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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
Nevada
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NUMBER OF 7 SOLE VOTING POWER: 15,815,999 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER: 15,815,999 shares
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,815,999 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) | |
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.25%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Communications, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS | |
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF 7 SOLE VOTING POWER: 0 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER: 0 shares
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) | |
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER
This Schedule 13D filed by Clear Channel Investments, Inc. and Clear
Channel Communications, Inc. relates to the Class A common stock (the "Class A
Common Stock"), par value $0.01 per share, of Univision Communications Inc. (the
"Issuer"), the principal executive offices of which are located at 1999 Avenue
of the Stars, Suite 3050, Los Angeles, California 90067.
ITEM 2. IDENTITY AND BACKGROUND
The business address of Clear Channel Investments, Inc. ("CCI") and
Clear Channel Communications, Inc. ("Clear Channel" and, collectively with CCI,
the "Reporting Person"), is 200 East Basse Road, San Antonio, Texas 78209.
CCI is a wholly-owned subsidiary of Clear Channel and is primarily
engaged in the business of making strategic investments. Clear Channel is
primarily engaged in the media business. CCI and Clear Channel are located at
200 East Basse Road, San Antonio, Texas 78209. Schedule I to this Schedule 13D
lists each executive officer and director of CCI and Clear Channel, their
address and principal occupation or employment.
Neither the Reporting Person nor, to the best of the Reporting Person's
knowledge, any of the executive officers or directors of the Reporting Person,
have during the last five years been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
CCI is a corporation formed under the laws of the state of Nevada, and
Clear Channel is a corporation formed under the laws of the state of Texas. To
the best knowledge of the Reporting Person, all of the Reporting Person's
executive officers and directors are United States citizens, with the exception
of Roger Parry who is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 22, 2003, Univision Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), merged
(the "Merger") with and into Hispanic Broadcasting Corporation, a Delaware
corporation ("HBC"), with HBC as the surviving corporation and wholly-owned
subsidiary of the Issuer. Pursuant to the terms of the merger agreement related
to such transaction, each issued and outstanding share of HBC's Class A Common
Stock, $.001 par value ("HBC Class A Common Stock"), and each issued and
outstanding share of HBC's Class B Common Stock, $.001 par value ("HBC Class B
Common Stock"), converted into the right to receive 0.85 of a share of the
Issuer's Class A Common Stock. As a result of the Merger, CCI received
24,065,999 shares of Class A Common Stock in exchange for the 28,312,940 shares
of HBC Class B Common Stock previously held by CCI. As described in Item 4
below, on September 23, 2003, CCI sold 8,250,000 of such shares of Class A
Common Stock in accordance with Rule 145 ("Rule 145") under the Securities Act
of 1933, as amended.
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For a description of the nature of the sole and shared voting and
dispositive power of the shares received in the Merger and described above, and
which were not sold immediately following the Merger, see Item 5 of this
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Class A Common Stock received by CCI described in Item 3
to this Schedule 13D were acquired as a result of the Merger. Following the
Merger, on September 23, 2003, CCI sold 8,250,000 shares of the Class A Common
Stock in accordance with Rule 145 at a price per share of $34.15.
CCI holds its interest in the Issuer for investment purposes. Clear
Channel is the parent of CCI. CCI intends to continuously review its position in
the Issuer and, depending on evaluations of the business prospects of the Issuer
and on other developments, including but not limited to general economic and
business conditions and stock market conditions, CCI may retain or from time to
time increase its holdings or dispose of all or a portion of its holdings in the
Issuer, subject to any restrictions on its ability to do so.
Other than as described above, the Reporting Person and, to the
Reporting Person's knowledge, the other persons identified pursuant to Item 2
currently have no plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
The following table sets forth the aggregate number and percentage of
the outstanding Class A Common Stock of the Issuer currently beneficially owned
by the Reporting Person. As CCI is a wholly-owned subsidiary of Clear Channel,
Clear Channel, by virtue of its equity ownership of CCI, may be deemed to
beneficially own the shares of Class A Common Stock held by CCI.
Name Sole Shared Shared Aggregate Shares Percentage of
Voting/ Voting Dispositive Beneficially Class A
Dispositive Power Power Owned Common
Power Stock
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All Reporting Persons 15,815,999 0 0 15,815,999 6.25%
CCI 15,815,999 0 0 15,815,999 6.25%
Clear Channel 0 0 0 0 0%
In addition, L. Lowry Mays, Chairman of the Board and Chief Executive
Officer of Clear Channel and CCI, individually owns 2,600 shares of the Issuer's
Class A Common Stock (approximately 0.001% of the outstanding Class A Common
Stock) over which he has sole voting and dispositive power.
Except for the transactions reported in this Statement, the Reporting
Person and, to the Reporting Person's knowledge, the other persons identified
pursuant to Item 2 have not engaged in any other transactions in the Issuer's
Class A Common Stock within the past 60 days.
The Reporting Person does not know of any other person that has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Class A Common Stock of the Issuer
beneficially owned by the persons identified in Item 2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
PAGE 6 OF 11 PAGES
REGISTRATION RIGHTS AGREEMENT
At the closing of the Merger, the Issuer entered into a registration
rights agreement granting Clear Channel and McHenry Tichenor, Jr., Warren W.
Tichenor, William E. Tichenor, Jean T. Tichenor and U.S. Bank, Trustee of the
David T. Tichenor Trust (the "Tichenor Family Group"), and their respective
permitted transferees, the rights described below.
Demand Registrations. Members of the Tichenor Family Group and their
transferees, or holders of at least 30% of the Issuer's shares held by Clear
Channel and its transferees, or Clear Channel by itself without any such 30%
requirement during the first year of the registration rights agreement, can
request that the Issuer file a registration statement covering the sale of the
Class A Common Stock that they hold (or will receive upon conversion of any
other capital stock of the Issuer that they hold) in an underwritten offering.
The Issuer must file a registration statement as soon as practicable but no
later than sixty days following such request. The Clear Channel group may make
three requests for registrations that are declared effective, and the Tichenor
Family Group may make two requests, in each case so long as the offering is at
least $40 million. Each stockholder who is a party to the agreement may also
request that the Issuer file an unlimited number of registration statements on a
Form S-3 that includes only information that is required to be included in Parts
I and II of such form, and the Issuer must use its reasonable best efforts to
cause the effectiveness of such registration statement. Other stockholders with
registration rights may join in any demand registrations by complying with
certain customary procedures. However, if the underwriter of the offering limits
the number of shares for sale, such shares will be allocated first to the
stockholders requesting the demand and the other stockholders in the same group,
second to the holders of the Issuer's Class P, Class T, and Class V common stock
exercising registration rights, third to the other stockholders that are party
to the registration rights agreement, and fourth to anyone else with
registration rights with respect to the Issuer's shares.
Piggyback Registrations. The Tichenor Family Group (and its
transferees) and Clear Channel (and its transferees) may join in registration
statements that the Issuer proposes to file for its own account or for the
account of another stockholder by complying with certain customary procedures.
If the underwriter of the offering limits the number of shares for sale, such
shares will be allocated first to the Issuer or the stockholder for whom the
offering is made, second to the holders of the Issuer's Class P, Class T, and
Class V common stock exercising registration rights, third to the Tichenor
Family Group and Clear Channel group, and fourth to anyone else with
registration rights with respect to the Issuer's shares.
Holdback Agreements. During the ten-day period before and the
ninety-day period after the effectiveness of any registered public offering, the
Tichenor Family Group and Clear Channel group will not sell or distribute any
securities of the same class as those in the offering. The Issuer also agreed to
such limitation, and the Issuer agreed to use its reasonable best efforts to
cause its affiliates to agree as well.
General. The registration rights agreement permits the Issuer to delay
the registrations requested under the agreement for short periods and in certain
limited and customary circumstances. The registration rights agreement also sets
forth customary registration procedures and requires customary indemnification
and contribution by the Issuer and by selling stockholders for losses related to
untrue statements and omissions in a registration statement and for losses
related to securities law violations. The registration rights agreement requires
the Issuer to pay all of its expenses and the expenses of one counsel to the
selling stockholders, other than underwriting fees and commissions and transfer
taxes for shares sold by the stockholders, and other than expenses for
registrations on a Form S-3 described above for a stockholder after the third
such registration on Form S-3. The registration rights agreement also provides
that the Issuer will use its reasonable best efforts to timely file all required
reports to enable the stockholders to sell under Rule 144 of the Securities Act
of 1933 or any similar rule.
The summary description contained in this Item 6 of the Registration
Rights Agreement is qualified in its entirety by reference to the full text of
such document which is incorporated by reference herein.
PAGE 7 OF 11 PAGES
Other than as described herein, to the Reporting Person's knowledge,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Registration Rights Agreement, dated as of September 22, 2003,
by and among the Issuer, Clear Channel, McHenry Tichenor, Jr.,
Warren W. Tichenor, William E. Tichenor, Jean T. Tichenor, and
U.S. Bank, Trustee of the David T. Tichenor Trust
(incorporated by reference to Exhibit 10.1 of the Issuer's
Form S-4 (file no. 333-99037) initially filed August 30,
2002).
PAGE 8 OF 11 PAGES
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Date: September 24, 2003
CLEAR CHANNEL INVESTMENTS, INC.
By: /s/ Juliana F. Hill
-------------------------------------
Name: Juliana F. Hill
Title: Senior Vice President/Finance
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Juliana F. Hill
-------------------------------------
Name: Juliana F. Hill
Title: Senior Vice President/Finance
PAGE 9 OF 11 PAGES
SCHEDULE I
Name, business address and present principal occupation or employment
of the directors and executive officers of Clear Channel:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
Thomas O. Hicks
Vice Chairman
Chairman of the Board and Chief Executive Officer of
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Alan D. Feld
Attorney in the law firm of Akin, Gump, Strauss, Hauer &
Feld, L.L.P.
1700 Pacific Avenue, 41st Floor
Dallas, Texas 75021
Perry J. Lewis
Heartland Industrial Partners
55 Railroad Avenue
Greenwich, Connecticut 06830
Mark P. Mays
President/Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays
Executive Vice President/Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
B. J. McCombs
Private Investor
755 E. Mulberry Ave., Suite 600
San Antonio, Texas 78212
PAGE 10 OF 11 PAGES
Phyllis B. Riggins
Retired Managing Director and Group Head --
Media/Telecommunication of Banc of America
Securities (and its predecessors) global
corporate and investment banking
Bluffview Capital, L.P.
100 Crescent Court, Suite 500
Dallas, Texas 75201
Theodore H. Strauss
Managing Director of Bear, Stearns & Co., Inc.
300 Crescent Court, Suite 200
Dallas, Texas 75201
J.C. Watts
Chairman of JC Watts Companies
1000 Wilson Blvd., Suite 950
Arlington, Virginia 22209
John H. Williams
Retired Senior Vice President of Everen Securities, Inc.
P.O. Box 9514
Ft. Worth, Texas 76147-0514
Executive Officers who are not Directors
Brian Becker
Chairman/Chief Executive Officer -- Clear Channel Entertainment
2000 West Loop South, Suite 1300
Houston, Texas 77027
Herbert W. Hill, Jr.
Senior Vice President/Chief Accounting Officer
200 East Basse Road
San Antonio, Texas 78209
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
John Hogan
Chief Executive Officer -- Clear Channel Radio
200 East Basse Road
San Antonio, Texas 78209
Paul Meyer
President/Chief Executive Officer -- Clear Channel Outdoor
2850 East Camelback Road, Suite 300
Phoenix, Arizona 85016
PAGE 11 OF 11 PAGES
William Moll
President -- Clear Channel Television
200 East Basse Road
San Antonio, Texas 78209
Roger Parry
Chief Executive Officer -- Clear Channel International
33 Golden Square
London WIR 3PA
Kenneth E. Wyker
Senior Vice President, General Counsel and Secretary
200 East Basse Road
San Antonio, Texas 78209
Name, business address and present principal occupation or employment
of the directors and executive officers of CCI:
Directors
L. Lowry Mays
Chairman of the Board and Chief Executive Officer
200 East Basse Road
San Antonio, Texas 78209
Mark P. Mays
President/Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays
Executive Vice President/Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
Executive Officers who are not Directors
Herbert W. Hill, Jr.
Senior Vice President/Chief Accounting Officer
200 East Basse Road
San Antonio, Texas 78209
Juliana F. Hill
Senior Vice President/Finance
200 East Basse Road
San Antonio, Texas 78209
Kenneth E. Wyker
Senior Vice President, General Counsel and Secretary
200 East Basse Road
San Antonio, Texas 78209
Exhibit Index
Name of Exhibit
99(a) Registration Rights Agreement, dated as of September 22, 2003, by and
among the Issuer, Clear Channel, McHenry Tichenor, Jr., Warren W.
Tichenor, William E. Tichenor, Jean T. Tichenor, and U.S. Bank, Trustee
of the David T. Tichenor Trust (incorporated by reference to Exhibit
10.1 of the Issuer's Form S-4 (file no. 333-99037) initially filed
August 30, 2002).