PAGE 1 OF 7 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. 1)*
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)
January 12, 2004
(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 pages
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CUSIP NO. 914906102
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Investments, Inc.
--------------------------------------------------------------------------------
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
Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0 shares
NUMBER OF
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0 shares
PERSON
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!
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CUSIP NO. 914906102
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Communications, Inc.
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0 shares
NUMBER OF
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0 shares
PERSON
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!
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CUSIP NO. 914906102
This Amendment No. 1 to Schedule 13D amends and supplements items 4, 5
and 6 contained in the Schedule 13D initially filed by Clear Channel
Investments, Inc. ("CCI") and Clear Channel Communications, Inc. (individually
"Clear Channel" and, together with CCI, the "Filing Parties") with the
Securities and Exchange Commission (the "Commission") on September 24, 2003 (the
"Initial 13D"), with respect to the Class A Common Stock (the "Common Stock") of
Univision Communications, Inc. ("Issuer"). Items 1, 2 and 3 remain unchanged.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Initial 13D. The Initial 13D is amended and supplemented
as follows:
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is to be amended as follows:
On January 12, 2004, CCI completed the sale of its remaining 15,815,999
shares of Issuer's Common Stock at a price to CCI of $37.90 per share or an
aggregate of $599,426,362.10. The sale was made pursuant to a Stock Purchase
Agreement entered into as of January 7, 2004 by and between CCI and Issuer (the
"Stock Purchase Agreement"), certain material terms of which are described in
greater detail under Item 6 below.
Notwithstanding the foregoing, the Filing Parties reserve the right to
acquire, or cause to be acquired, additional securities of Issuer, to dispose
of, or to cause to be disposed of such securities at any time or to formulate
other purposes, plans or proposals regarding Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of the Filing Parties, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is to be amended as follows:
(a) and (b) By virtue of CCI's sale of its remaining 15,815,999 shares
of Issuer's Common Stock on January 12, 2004, the Filing Parties neither
beneficially own any shares of Issuer's Common Stock nor have any sole or shared
voting or dispositive power with respect to any shares of Issuer's Common Stock.
L. Lowry Mays, Chairman of the Board and Chief Executive Officer of
Clear Channel and CCI, individually owns 2,600 shares of Issuer's Common Stock
(approximately 0.001% of the outstanding Class A Common Stock) over which he has
sole voting and dispositive power.
(c) Except as set forth herein, to the knowledge of the Filing Parties
with respect to the other persons named in response to paragraph (a), none of
the persons named in response to paragraph (a) has effected any transactions in
shares of the Common Stock during the past 60 days.
(d) None.
(e) By virtue of CCI's sale of its remaining 15,815,999 shares of
Issuer's Common Stock, each of the Filing Parties ceased to be (or ceased to be
deemed to be, as the case may be) a beneficial owner of more than five percent
of Issuer's Common Stock on January 12, 2004, the date the sale was consummated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
Item 6 is to be amended as follows:
STOCK PURCHASE AGREEMENT
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CUSIP NO. 914906102
On January 7, 2004, CCI and Issuer entered into the Stock Purchase
Agreement, which provided for the purchase by Issuer of CCI's remaining
15,815,999 shares of Issuer's Common Stock. The following are certain of the
material terms of the Stock Purchase Agreement:
Relinquishment of Registration Rights. Upon consummation of the
purchase by Issuer of CCI's remaining 15,815,999 share of Issuer's Common Stock,
the Registration Rights Agreement dated as of September 22, 2003 between Issuer
and CCI is deemed terminated.
Lock-up. Except for the sale of CCI's remaining 15,815,999 shares of
Issuer's Common Stock to be sold pursuant to the terms of the Stock Purchase
Agreement, CCI agrees that it shall not, without the prior written consent of
Issuer offer, sell, or otherwise dispose of any other shares of Issuer's Common
Stock or any securities convertible into, or exercisable, or exchangeable for,
shares of Issuer's Common Stock, or publicly announce an intention to effect any
such transaction, prior to the closing of the public offering more fully
described in the Stock Purchase Agreement.
General. Neither CCI nor Issuer shall have any obligation to indemnify
the other in connection with any matter related to or arising out of the public
offering described in the Stock Purchase Agreement or any other subject matter
of the Stock Purchase Agreement. In addition, each of CCI and Issuer shall pay
its own expenses incurred in connection with the transactions contemplated by
the Stock Purchase Agreement.
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.
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 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) Stock Purchase Agreement dated as of January 7, 2004, by and
between Univision Communications, Inc. and Clear Channel
Investments, Inc.
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CUSIP NO. 914906102
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: January 12, 2004
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
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CUSIP NO. 914906102
Exhibit Index
Name of Exhibit
99(a) Stock Purchase Agreement dated as of January 7, 2004, by and
between Univision Communications, Inc. and Clear Channel
Investments, Inc.