UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13D/A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)(1)

 

Entravision Communications Corporation

(Name of Issuer)

 

Class A Common Stock

(Title of Class and Securities)

 

29382R 10 7

(CUSIP Number of Class of Securities)

 

C. Douglas Kranwinkle

Univision Communications Inc.

605 Third Avenue, 12th Floor,

New York, NY 10158

212-455-5200

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

February 4, 2008

(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(e), 13d-1(f) or 13d-1(g), check the following box:  o

 

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240 13d-7 for other parties to whom copies are to be sent.

 

(1)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).

 



 

CUSIP No. 29382R 10 7

 

 

 

1.

 

 

NAMES OF REPORTING PERSONS

    Univision Communications Inc.

 

 

 

 

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

(a)  

o

 

 

(a)  

o

 

 

 

 

 

 

 

 

 

 

3.

 

SEC USE ONLY

 

 

 

 

 

 

4.

 

SOURCE OF FUNDS*

 

 

 

 

    BK, WC

 

 

 

 

 

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or (2(e)o

 

 

 

 

 

 

 

 

 

 

6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

    Delaware Corporation

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

    15,652,729

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 

 

 

8.

SHARED VOTING POWER 0

 

    0

 

 

 

 

 

SOLE DISPOSITIVE POWER

9.

    15,652,729

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

    0

 

 

 

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON

 

 

    15,652,729

 

 

 

 

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     o

 

 

 

 

 

 

 

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

    21.6%

 

 

 

 

 

 

14.

 

TYPE OF REPORTING PERSON*

 

 

    CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

2



 

Explanatory Note

 

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amends the following items on Amendment No. 9 to the Schedule 13D originally filed by the Reporting Person on March 30, 2007.  The filing of this Schedule 13D is not, and should not be, and admission that such Schedule 13D is required to be filed.

 

Item 2.                    Identity and Background

 

                This statement is being filed by Univision Communications Inc., a Delaware corporation (“Univision”).  The business address for Univision is 605 Third Avenue, 12th Floor, New York, New York 10158.

 

                For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of Univision, reference is made to Schedule I hereto and incorporated herein by reference.

 

Item 5.                    Interest in Securities of the Issuer

 

(a)                                  The aggregate number of securities to which this Schedule 13D relates is 15,652,729 shares of Class U common stock (the “Securities”) representing 21.6% of the outstanding 72,591,688 shares of Entravision Communication Corporation’s (the “Issuer”) Class A common stock (assuming the Issuer’s Class U common stock, but not the Issuer’s Class B common stock, are converted) as of February 5, 2008.  All of the Securities are shares of Class U common stock of the Issuer that are automatically converted into shares of Class A common stock of the Issuer in connection with any transfer by the Reporting Person to a third party that is not an affiliate of the Reporting Person, in accordance with the Issuer’s Second Amended and Restated Certificate of Incorporation.  The conversion ratio is 1:1.  The Securities represent approximately 14.9% of the Issuer’s Class A common stock assuming conversion of the Class B common stock and Class U common stock and the exercise of all outstanding options and restricted stock units as of February 5, 2008.

 

(b)                                 The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the Securities.

 

(c)                                  On February 4, 2008, the Issuer repurchased 1,500,000 shares of Class U common stock from Univision at a price of $6.92 per share, for an aggregate purchase price of $10,380,000.  Besides this transaction, the Reporting Person has not engaged in any transactions with respect to the Issuer’s Class U common stock or Class A common stock in the past 60 days.

 

(d)                                 No person other than Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of the Securities.

 

(e)                                  Not applicable.

 

 

3



 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  February 6, 2008

 

 

Univision Communications Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew W. Hobson

 

 

Name:

 

Andrew W. Hobson

 

 

Title:

 

Senior Executive Vice President and Chief

 

 

Financial Officer

 

 

 

4



 

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: his or her name; his or her business address; his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  The business address of each of the executive officers is 605 Third Avenue, 12th Floor, New York, New York 10158.  The business address of the directors affiliated with Madison Dearborn Partners, LLC is Three First National Plaza, Suite 3800, Chicago, Illinois, 60602.  The business address of the directors affiliated with Texas Pacific Group is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.  The business address of the directors affiliated with Saban Capital Group, Inc. is 10100 Santa Monica Boulevard, Los Angeles, California 90067.  The business address of the directors affiliated with Providence Equity Partners, Inc. is 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.  To the knowledge of the undersigned, each individual specified 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 or she 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.

 

Executive Officers

 

Principal Occupation

 

 

 

 

 

 

 

Joseph Uva

 

Chief Executive Officer

 

 

Andrew W. Hobson

 

Senior Executive Vice President, Chief Strategic Officer and Chief Financial Officer

C. Douglas Kranwinkle

 

Executive Vice President and General Counsel

 

 

Ray Rodriguez

 

President and Chief Operating Officer

 

 

Peter H. Lori

 

Senior Vice President and Chief Accounting Officer

 

 

 

 

 

 

 

Directors

 

Principal Occupation

 

 

 

 

 

 

 

Zaid Alsikafi

 

Vice President, Madison Dearborn Partners, LLC

 

 

David Bonderman

 

Founding Partner, Texas Pacific Group

 

 

Adam Chesnoff

 

President and Chief Operating Officer, Saban Capital Group, Inc.

 

 

Henry G. Cisneros

 

Chairman of CityView America

 

 

Michael P. Cole

 

Managing Director, Madison Dearborn Partners, LLC

 

 

Kelvin L. Davis

 

Senior Partner, Texas Pacific Group

 

 

Albert J. Dobron

 

Managing Director, Providence Equity Partners, Inc.

 

 

Gloria Estefan

 

Entertainer

 

 

Mark J. Masiello

 

Managing Director, Providence Equity Partners, Inc.

 

 

Jonathan M. Nelson

 

Chief Executive Officer, Providence Equity Partners, Inc.

 

 

James N. Perry, Jr.

 

Managing Director, Madison Dearborn Partners, LLC

 

 

Karl Peterson

 

Partner, Texas Pacific Group

 

 

Haim Saban

 

Chairman and Chief Executive Officer, Saban Capital Group, Inc.

 

 

Joseph Uva

 

Chief Executive Officer of Univision Communicatons Inc.

 

 

 

 

5