As filed with the Securities and Exchange Commission on July 16, 2007
Registration Nos. 333-105933 and 333-110981
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
POST EFFECTIVE AMENDMENT TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVISION COMMUNICATIONS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4398884
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
605 THIRD AVENUE, 12TH FLOOR
NEW YORK, NEW YORK 10158
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------------
C. DOUGLAS KRANWINKLE
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
UNIVISION COMMUNICATIONS INC.
5999 CENTER DRIVE
LOS ANGELES, CALIFORNIA
10158
(310) 348-4875
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [_]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]
If this form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [_]
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration
Statements filed on Form S-3 (collectively, the "Registration Statements"):
1. Registration Statement 333-105933 registering $1,000,000,000 of
securities of Univision Communications Inc. (the "Company"), of which
$300,000,000 of securities remain unissued; and
2. Registration Statement 333-110981 registering $1,500,000,000 of
securities of the Company, of which $899,782,838 of securities remain unissued.
On March 29, 2007 (the "Closing Date"), pursuant to an Agreement and Plan
of Merger dated as of June 26, 2006 among the Company, Umbrella Holdings, LLC
and Umbrella Acquisition, Inc. ("Merger Sub"), Merger Sub merged with and into
the Company (the "Merger"), with the Company surviving the Merger. On March 29,
2007, the Company filed a certification and notice of termination of
registration on Form 15 with respect to its Class A common stock (the "Common
Stock") and on May 21, 2007, the Company filed a certification and notice of
termination of registration on Form 15 with respect to each series of its
outstanding debt securities issued pursuant to the Registration Statements.
As a result of the Merger, the Company terminated all offerings of the
Company's securities under the Registration Statements. Accordingly, pursuant to
the undertaking contained in the Registration Statements to remove from
registration by means of a post-effective amendment any of the securities being
registered which remains unsold at the termination of the offering, the Company
is filing this Post-Effective Amendment to the Registration Statements on Form
S-3 to deregister all of the securities covered by the Registration Statements
which remained unissued on the Closing Date.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on July
16, 2007.
UNIVISION COMMUNICATIONS INC.
By:/s/ Andrew W. Hobson
------------------------------------
Name: Andrew W. Hobson
Title: Senior Executive Vice
President, Chief Strategic
Officer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Joseph Uva Chief Executive Officer July 13, 2007
------------------------ (Principal Executive Officer)
Joseph Uva
/s/ Andrew W. Hobson Senior Executive Vice July 12, 2007
------------------------ President, Chief Strategic
Andrew W. Hobson Officer and Chief Financial
Officer (Principal Financial
Officer)
/s/ Zaid F. Alsikafi Director July 12, 2007
------------------------
Zaid F. Alsikafi
/s/ Richard J. Bressler Director July 13, 2007
------------------------
Richard J. Bressler
/s/ James C. Carlisle Director July 13, 2007
------------------------
James C. Carlisle
Director July __, 2007
------------------------
Adam Chesnoff
/s/ Michael P. Cole Director July 13, 2007
------------------------
Michael P. Cole
Director July __, 2007
------------------------
Kelvin L. Davis
/s/ Albert J. Dobron Director July 12, 2007
------------------------
Albert J. Dobron
Director July __, 2007
------------------------
Mark J. Masiello
Director July __, 2007
------------------------
Jonathan M. Nelson
/s/ James N. Perry, Jr. Director July 13, 2007
------------------------
James N. Perry, Jr.
/s/ Karl Peterson Director July 13, 2007
------------------------
Karl Peterson
Director July __, 2007
------------------------
Haim Saban
Director July __, 2007
------------------------
Scott M. Sperling
/s/ David Bonderman Director July 13, 2007
------------------------
David Bonderman
/s/ Henry G. Cisneros Director July 13, 2007
------------------------
Henry G. Cisneros
/s/ Gloria Estefan Director July 13, 2007
------------------------
Gloria Estefan