SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 31, 2006

 

UNIVISION COMMUNICATIONS INC.

(Exact name of registrant as specified in charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-12223

 

95-4398884

(Commission File Number)

 

(IRS Employer Identification No.)

 

1999 Avenue of the Stars, Suite 3050
Los Angeles, CA 90067

(Address of principal executive offices)

 

(310) 556-7676

(Registrant’s telephone number, including area code)

 

NO CHANGE

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                 Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 8.01. Other Events

 

Televisa, S.A. de C.V. (“Televisa”) and the Company are parties to a program license agreement (“PLA”) that provides our three television networks with some of their programming. The Company currently pays a license fee to Televisa for programming, subject to certain upward adjustments.  On June 16, 2005, Televisa filed an amended complaint in the United States District Court Central District of California alleging breach by us of our PLA with Televisa, including breach for our alleged failure to pay Televisa royalties attributable to revenues from one of Univision’s programs, the Company’s alleged unauthorized editing of certain Televisa programs and related copyright infringement claims, a claimed breach of a soccer rights side-letter to the PLA, and a claim that we have not been properly carrying out a provision of the PLA that gives Televisa the secondary right to use our unsold advertising inventory.  Televisa seeks monetary relief in an amount not less than $1.5 million for breach, anticipated breach, declaratory relief against the Company’s ability to recover amounts of approximately $5.0 million previously paid in royalties to Televisa, and an injunction against our alteration of Televisa programming without Televisa’s consent.  On August 15, 2005, the Company filed an answer to the amended complaint denying Televisa’s claims and also filed counterclaims alleging various breaches of contract and covenants by Televisa.  The Company seeks monetary damages and injunctive relief.

 

In their original filings and in public statements since that time neither party alleged that its claims amounted to material breaches that might permit termination of the PLA.    On September 20, 2005, Televisa filed a motion to dismiss certain of the Company’s counterclaims.  On November 17, 2005, the District Court dismissed that motion in its entirety.  Thereafter, Televisa changed counsel and on January 31, 2006 – after several extensions of time granted by the Company – Televisa filed its answer to the Company’s counterclaims (which will be filed as an exhibit separately). Without asserting any new matters of substance, Televisa in its answer now alleges that its claims rise to the level of a material breach of the PLA.  Univision emphatically disagrees with Televisa’s characterization of its claims and will all take all necessary action to ensure Televisa’s continued performance under the PLA until its expiration in 2017.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: February 1, 2006

UNIVISION COMMUNICATIONS INC.

 

 

 

 

 

By:

/s/ C. Douglas Kranwinkle

 

 

Name: C. Douglas Kranwinkle

 

Title: Executive Vice President

 

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