Edgar Filing: GRUPO TELEVISA S A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UNIVISION COMMUNICATIONS INC.
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(Name of Issuer)

CLASS A COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)

914906102
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(CUSIP Number)

ALFONSO DE ANGOITIA
GRUPO TELEVISA, S.A.
AV. VASCO DE QUIROGA NO. 2000,
EDIFICIO A, PISO 4,
COLONIA SANTA FE 01210, MEXICO, DF
525-55-261-2000

COPY:
JOSEPH A. STERN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
212-859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 25, 2002
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(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. Seess.240.13d-7(b) 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 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).

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CUSIP No. 914906102 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Grupo Televisa, S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_|
(b)|X|
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3 SEC USE ONLY

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4 SOURCE OF FUNDS (See Instructions)

WC, BK, OO
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5 CHECK 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
Mexico
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7 SOLE VOTING POWER
NUMBER OF 39,289,534(1)(2)
SHARES -----------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSONS WITH -----------------------------------------------
9 SOLE DISPOSITIVE POWER

39,289,534(1)(2)
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10 SHARED DISPOSITIVE POWER

0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,289,534(1)(2)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.6%(3)
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(1) The filing of this Schedule 13D shall not be construed as an admission
by Grupo Televisa, S.A. that it or any of its affiliates is the
beneficial owner of any securities covered hereby for any purposes
other than Section 13(d) of the Act. Grupo Televisa, S.A. disclaims
that it constitutes part of a "group" with any other person with
respect to shares of Univision Communications Inc.

(2) Of this number, 6,000,000 shares of Class A Common Stock and a warrant
entitling the holder to purchase an additional 100,000 shares will be
issued to Televisa upon the closing of the Fonovisa Purchase
Transaction, as described in Item 4 hereof.

(3) 14.6% when calculated on a fully diluted basis. 17.7% when calculated
in accordance with Rule 13d-3(d) under the Act. See Item 5 hereof.

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14 TYPE OF REPORTING PERSON (See Instructions)

CO
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ITEM 1. Security and Issuer.
-------------------

This statement on Schedule 13D (this "Schedule 13D") relates to the
shares of Class A common stock, par value $.01 per share (the "Class A
Stock"), of Univision Communications Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 1999 Avenue of the Stars,
suite 3050, Los Angeles, California 90067.

ITEM 2. Identity and Background
-----------------------

(a)-(c) This Schedule 13D is filed by Grupo Televisa, S.A., a Mexican
corporation ("Televisa"), and reflects shares of Class A Stock beneficially
owned directly by Televisa and indirectly by Televisa through certain of
its subsidiaries (such subsidiaries, the "Subsidiaries"). Televisa has full
dispositive and voting control over the shares of Class A Stock
beneficially owned by it through the Subsidiaries. Televisa has interests
in television production and broadcasting, programming for pay television,
international distribution of television programming, direct-to-home
satellite services, publishing and publishing distribution, cable
television, radio production and broadcasting, professional sports and show
business promotions, paging services, feature film production and
distribution, dubbing, and the operation of a horizontal Internet portal.
The principal business office of Televisa is located at Av. Vasco de
Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico DF. To
the best of Televisa's knowledge, the name, citizenship, business address
and present principal occupation or employment, as well as the name and
address of any corporation or other organization in which such occupation
or employment is conducted, of each of the directors and executive officers
of Televisa are set forth on Schedule 1, attached hereto, which schedule is
hereby incorporated by reference.

(d)-(e) During the five years prior to the date hereof, none of
Televisa or, to the best of Televisa's knowledge, anyone listed on Schedule
1 attached hereto (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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
laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------

Prior to December 19, 2001 and after giving effect to the Issuer's
stock splits relating to its common stock (effective as of January 12, 1998
and August 11, 2000), Televisa, directly and through Subsidiaries,
beneficially owned (a) 13,593,034 shares of Class A Stock (which were and
continue to be held as shares of Class T common stock, par value $.01 per
share (the "Class T Stock"), which are convertible at any time at the
option of Televisa into shares of Class A Stock on a share for share basis)
and (b) a warrant entitling the holder to purchase up to 2,000 shares of
either Class T Stock or Class A Stock (the "Existing Warrant"), and had
been filing reports on Schedule 13G with respect thereto pursuant to Rule
13d-1(d) under the Act. These shares and others (or warrants entitling the
holder to purchase shares) of which Televisa or Subsidiaries have since
disposed were acquired in exchange for equity securities purchased by
Televisa and certain of its subsidiaries issued by a predecessor of the
Issuer in December of 1992 for approximately $7,200,000, which was funded
by Televisa's working capital.

The source and amount of funds or other consideration utilized with
respect to the shares of Class A Stock acquired by Televisa in connection
with the transactions occurring on December 19, 2001 (as more fully
described in Item 4 hereof) are as follows:

The shares of Series B Preferred Stock, and subsequently the Converted
Shares (each as described in Item 4 hereof), were issued to Fonovisa
L.L.C. ("Fonovisa"), a wholly-owned indirect Subsidiary, for
$375,000,000. Such funds were obtained from Televisa, which in turn
obtained such funds from working capital as well as pursuant to a
Credit Agreement, dated as of December 21, 2001, between Televisa, the
Banks set forth therein and JPMorgan Chase Bank, as administrative
agent for the Banks.

The WPA Warrant (as described in Item 4 hereof) was issued to Televisa
by the Issuer in consideration of the surrender by Televisa of certain
governance rights under the Issuer's organizational documents.

The securities which will be beneficially owned as a result of the
consummation of the Fonovisa Purchase Transaction (as described in
Item 4 hereof) will be issued by the Issuer in consideration of the
sale by Televisa and some of its subsidiaries of the Fonovisa Music
Group (as described in Item 4 hereof).

ITEM 4. Purpose of Transaction.
----------------------

On December 19, 2001, Fonovisa and the Issuer entered into a Share
Purchase Agreement (the "Share Purchase Agreement") pursuant to which
Fonovisa purchased 375,000 shares of the Issuer's Series B Convertible
Redeemable Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), which automatically converted into an aggregate of
10,594,500 shares of Class A Stock (the "Converted Shares") on February 25,
2002 upon the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 (the "HSR").

On December 19, 2001, Televisa and the Issuer entered into a Warrant
Purchase Agreement (the "Warrant Purchase Agreement") pursuant to which
Televisa received a warrant (the "WPA Warrant") entitling it to purchase up
to 9,000,000 shares of Class A Stock in consideration of Televisa's
surrender of certain governance rights under the Issuer's organizational
documents. No voting rights attach to the unexercised WPA Warrant or to any
unexercised portion thereof. The Warrant Purchase Agreement provided that
the WPA Warrant could not be exercised prior to the expiration of the waiting
period under the HSR, which occurred on February 25, 2002.

On December 19, 2001, Televisa and the Issuer entered into a Letter
Agreement (the "Fonovisa Purchase SPA"), whereby the parties agreed that
the Issuer or certain of its affiliates would purchase from Televisa or
certain of its subsidiaries all of the capital stock of Fonovisa S.A. de
C.V., Fonovisa de Centroamerica S.A., Fonovisa Inc. and America Musical
S.A. de C.V. (collectively, the "Fonovisa Music Group") in exchange for
6,000,000 shares of Class A Stock and a warrant (the "Fonovisa Warrant")
entitling the holder thereof to purchase an additional 100,000 shares of
Class A Stock (such transaction, the "Fonovisa Purchase Transaction"). No
voting rights will attach to the unexercised Fonovisa Warrant or to any
unexercised portion thereof. The Fonovisa Purchase Transaction is to be
consummated within 10 business days after the satisfaction of the
conditions to closing set forth in the Fonovisa Purchase SPA.

The Issuer also agreed to issue to a Subsidiary a warrant entitling
the holder thereof to purchase 2,000 shares of Class T Stock or Class A
Stock (the "Replacement Warrant"). Such warrant will amend and restate the
Existing Warrant. No voting rights attach to this unexercised warrant or to
any unexercised portion thereof, except that for as long as it is
outstanding, Televisa will have certain rights to approve dividends and
other distributions under the Issuer's bylaws, subject to certain
exceptions

The foregoing summaries of the Share Purchase Agreement, the Warrant
Purchase Agreement and the Fonovisa Purchase SPA are qualified in their
entirety by reference to such agreements, which have been filed as exhibits
to this Schedule 13D.

Other Transactions Involving Televisa and the Issuer:
----------------------------------------------------

On December 19, 2001, Televisa and certain of its subsidiaries entered
into a series of other transactions with the Issuer, including:

(a) Amending the parties' program license agreement. Among other
matters, the Issuer now has an exclusive right to broadcast
substantially all of Televisa's Spanish-language programming in
the United States over the Univision, Galavision and Telefutura
networks through December 2017, with some exceptions, whereas the
Issuer previously had an exclusive first option with respect to
this programming, but only in connection with the Univision and
Galavision networks. In exchange for these exclusive broadcast
rights, Televisa is now entitled, in addition to its existing 9%
programming royalty on net time sales of the Univision and
Galavision networks, to an incremental 3% programming royalty on
net time sales of the Univision and Galavision networks to the
extent such net time sales exceed net time sales for the year
2001, as well as a 12% programming royalty on net time sales of
the Telefutura network beginning in 2003, subject to certain
adjustments, including minimum annual royalties of $5,000,000 in
respect of Telefutura for 2003, increasing by $2,500,000 each
year to $12,500,000.

(b) Other transactions. Televisa and the Issuer entered several other
transactions or arrangements, including (i) an agreement to
establish a joint venture to introduce Televisa's satellite and
cable pay television programming into the United States and (ii)
certain arrangements regarding the Issuer's stations in Puerto
Rico, including an agreement to enter into certain program
license agreements, subject to existing contractual agreements,
as well as an option to participate in the acquisition by the
Issuer of certain stations in Puerto Rico.

Finally, pursuant to the Issuer's Certificate of Incorporation,
Televisa has had the right to select one member of the Issuer's Board of
Directors. Effective January 16, 2002, Emilio Azcarraga Jean, Chief
Executive Officer of Televisa, joined the Issuer's Board of Directors as
its "Vice-Chairman." Televisa has appointed Alfonso de Angoitia as Mr.
Azcarraga's alternate director.

Televisa and its Subsidiaries acquired the shares and warrants in
connection with the transactions described herein for investment purposes.
Televisa and its Subsidiaries intend to review their position in the Issuer
from time to time. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments (including, but not
limited to, general economic and business conditions, stock market
conditions and Televisa and its subsidiaries' liquidity needs), Televisa
may retain or seek to increase its direct or indirect holdings of Class A
Stock or dispose of all or a portion of its direct or indirect holdings of
Class A Stock and/or exercise all or a portion of the warrants that it
holds directly or indirectly.(4)

----------------------
(4) The exercise of any warrant described in this Schedule 13D may be
restricted by ownership restrictions set forth in the Communications
Act of 1934, as amended, or the rules, regulations, decisions and
written policies promulgated thereunder (together, the "Communications
Act"). Such restrictions may prevent the exercise of any warrants that
would result in the ownership by non-U.S. citizens of more than 25% of
the outstanding stock of the Issuer.

Except as indicated in this Schedule 13D, none of Televisa, or to the
best of Televisa's knowledge, anyone listed on Schedule 1 hereto currently
has any specific plans or proposals that relate to or would result in any
of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D; however, Televisa may develop or consider such plans or
proposals in the future.

ITEM 5. Interest in Securities of the Issuer.(5)
------------------------------------

(a) (i) After giving effect to each of the transactions described in
Item 4, including without limitation, those contemplated by the Share
Purchase Agreement, Televisa beneficially owns (directly or through the
Subsidiaries) 39,289,534 shares of Class A Stock, representing (x) 16.5% of
the shares of Class A Stock outstanding, calculated in accordance with Rule
13d-3(d) under the Act or (y)14.6% of the shares of Class A Stock
outstanding on a fully diluted basis. Of this number, 13,593,034 are
currently held as Class T Stock; 10,594,500 are currently held as shares of
Class A Stock; 9,000,000 are currently represented by the WPA Warrant;
6,000,000 shares of Class A Stock will be beneficially owned upon the
closing of the Fonovisa Purchase Transaction; 100,000 will be represented
by the Fonovisa Warrant upon the closing of the Fonovisa Purchase
Transaction; and 2,000 are held as a warrant to purchase such number of
shares of Class T Stock or Class A Stock.

-----------------------
(5) In all instances in this Schedule 13D in which a percentage is give on
a "fully diluted basis," such percentages are based on 269,351,339
shares of Class A Stock outstanding on a fully diluted basis,
calculated by combining (a) the 210,086,975 shares of the Issuer's
common stock outstanding on September 30, 2001, as reported on the
Issuer's report on Form 10-Q for the period ending September 30, 2001
(the "10-Q"), (b) the 27,413,309 "dilutive" warrants of the Issuer
outstanding on September 30, 2001, as reported on the 10-Q, (c) the
3,356,555 "dilutive" options of the Issuer outstanding on September
30, 2001, as reported on the 10-Q, (d) the 25,694,500 shares of Class
A Stock obtained by Televisa pursuant to the transactions described in
Item 4 of this Schedule 13D, and (e) the warrant entitling the holder
thereof to purchase 2,800,000 shares of Class A Stock issued to
Venevision Investments LLC on December 19, 2001. In all instances in
this Schedule 13D in which a percentage with respect to ownership by
Televisa is calculated in accordance with Rule 13d-3(d) under the Act,
such percentages are based on 170,882,221 shares of Class A Stock
outstanding, calculated by combining (x) the 140,694,687 shares of
Class A Stock outstanding on October 17, 2001, as reported on the 10-Q
and (y) the 30,187,534 shares (including those described in Note 2
hereof) of Class A Stock which Televisa beneficially owns.
Calculations under Rule 13d-3(d) set forth herein disregard for all
purposes warrants held by Televisa (or its Subsidiaries) exercisable
for 9,102,000 shares of Class A Stock because such warrants may only
be exercised to the extent that such exercise will not cause a
violation under the Communications Act.

(ii) In addition, any beneficial ownership of Class A Stock by
any of the executive officers or directors of Televisa is set forth on
Schedule 1 attached hereto.

(b) (i) Televisa has the sole power, directly or indirectly, to direct
the vote and the disposition of each of the shares described in clause
(a)(i) of this Item 5. However, the WPA Warrant does not entitle its holder
to voting rights; 6,000,000 of such shares will only be beneficially owned
and carry voting rights upon the closing of the Fonovisa Purchase
Transaction; the Fonovisa Warrant will only be issued upon the consummation
of the Fonovisa Purchase Transaction (and such warrant will not entitle its
owner to voting rights); and the Replacement Warrant does not entitle its
holder to any voting rights, except as described above.

(ii) In addition, those parties who have the power to direct the
vote and disposition of any shares described in clause (a)(ii) of this Item
5 are set forth on Schedule 1 attached hereto.

(c) Except as set forth in Item 4 hereof, none of Televisa or, to the
best of Televisa's knowledge, anyone listed on Schedule 1 has engaged in
any transaction in any such shares during the sixty day period immediately
preceding the date hereof.

(d)-(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------

Except as described in this Schedule 13D, none of Televisa or, to the
best of Televisa's knowledge, anyone listed on Schedule 1 attached hereto
has any other contracts, arrangements, understandings or relationships with
any persons with respect to any securities of the Issuer. The description
of the transactions discussed in Item 4 is further described in the
exhibits attached hereto, including the Share Purchase Agreement, the
Warrant Purchase Agreement, the Fonovisa Purchase SPA, and the Press
Release issued by the Issuer, on December 20, 2001. Such documents are
incorporated herein by reference for all of the terms and conditions of
such documents.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 10.1 Credit Agreement, dated as of December 21, 2001 between
Televisa, the Banks set forth therein and JPMorgan Chase
Bank, as administrative agent for the Banks (incorporated
herein by reference to Exhibit 10.5 of Amendment No. 1 to
the Form F-4, which amendment was filed by Televisa on
January 30, 2002).

Exhibit 10.2 Share Purchase Agreement, dated as of December 19, 2001,
by and between Fonovisa L.L.C. and the Issuer.

Exhibit 10.3 Warrant Purchase Agreement, dated as of December 19, 2001,
by and between Televisa and the Issuer.

Exhibit 10.4 Letter Agreement, dated December 19, 2001, between
Televisa and the Issuer.

Exhibit 99.1 Press Release, dated December 20, 2001 (incorporated
herein by reference to the Form 6-K filed by Televisa on
December 20, 2001).

SIGNATURE

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

GRUPO TELEVISA, S.A.

By: /s/ Alfonso de Angoitia Noriega
---------------------------------
Name: Alfonso de Angoitia Noriega
Title: Executive Vice President and
Chief Financial Officer

Schedule 1

Executive Officers and Directors of Grupo Televisa, S.A.

The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of
each of the directors and executive officers of Grupo Televisa, S.A. is set
forth below.

BOARD OF DIRECTORS

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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION (UNLESS OTHERWISE CITIZENSHIP
INDICATED, TITLES RELATE TO RELATIONSHIP WITH
GRUPO TELEVISA, S.A. OR ITS AFFILIATES).
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Emilio Azcarraga Jean Chairman of the Board, President and Mexico
c/o Grupo Televisa, S.A. Chief Executive Officer and President of the
Grupo Televisa, S.A. Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Maria Asuncion Vice Chairman of the Board and Member of the Mexico
Aramburuzabala Larregui Executive Committee of Grupo Modelo, S.A. de
c/o Grupo Televisa, S.A. C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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In alphabetical order:
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Juan Abello Gallo President of Grupo Torreal, Spain Spain
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Alfonso de Angoitia Noriega Executive Vice President - Chief Financial Mexico
c/o Grupo Televisa, S.A. Officer, Secretary of the Board and Secretary
Grupo Televisa, S.A. of the Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Julio Barba Hurtado Director of Televicentro and Legal Advisor to Mexico
c/o Grupo Televisa, S.A. the President
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Jose Antonio Baston Patino(6) Corporate Vice President of Television Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

--------------------

(6) Beneficial owner of 150,000 shares of Class A Stock (currently held as
options to purchase such shares) with the sole power, directly or
indirectly, to direct the vote and the disposition of each of such
shares. Such share ownership represents approximately .06% of the
outstanding Class A Stock on a fully diluted basis and approximately
.11% of the outstanding Class A Stock as calculated pursuant to Rule
13d-3(d) under the Act.

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Ana Patricia Botin O'Shea Private Investor (such activity does not refer Spain
c/o Grupo Televisa, S.A. to a Grupo Televisa, S.A. position)
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Manuel Jorge Cutillas Covani(7) Director of Bacardi Limited Spain
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

--------------------

(7) Beneficial owner of 2,000 shares of Class A Stock with the sole power,
directly or indirectly, to direct the vote and the disposition of each
of such shares. Such share ownership represents less that .01% of the
outstanding Class A Stock, calculated both on a fully diluted basis
and pursuant to Rule 13d-3(d) under the Act.

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Jaime Davila Urcullu Executive Vice President Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Carlos Fernandez Gonzalez Chief Executive Officer and Vice Chairman of Mexico
c/o Grupo Televisa, S.A. the Board of Grupo Modelo, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Bernardo Gomez Martinez Deputy to the President Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Claudio X. Gonzalez Laporte Chairman of the Board and Chief Executive Mexico
c/o Grupo Televisa, S.A. Officer of Kimberly-Clark de Mexico, S.A. de
Grupo Televisa, S.A. C.V. and President of the Business Council
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Roberto Hernandez Ramirez Chairman of the Board and Chief Executive Mexico
c/o Grupo Televisa, S.A. Officer of Banco Nacional de Mexico, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Enrique Krauze Kleinbort Chief Executive Officer of Editorial Clio Mexico
c/o Grupo Televisa, S.A. Libros y Videos, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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German Larrea Mota Velasco Chairman of the Board of Grupo Mexico, S.A. de Mexico
c/o Grupo Televisa, S.A. C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Gilberto Perezalonso Cifuentes Private Advisor (such activity does not refer Mexico
c/o Grupo Televisa, S.A. to a Grupo Televisa, S.A. position)
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Alejandro Quintero Iniguez Corporate Vice President of Sales and Marketing Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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Fernando Senderos Mestre Chief Executive Officer of DESC, S.A. de C.V. Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Enrique F. Senior Executive Vice President and Managing Director Cuba with United
c/o Grupo Televisa, S.A. of Allen & Company Incorporated States residency
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Lorenzo H. Zambrano Trevino President, Chief Executive Officer and Mexico
c/o Grupo Televisa, S.A. Chairman of the Board of Cemex, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
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EXECUTIVE OFFICERS
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NAME AND ADDRESS CURRENT POSITION CITIZENSHIP
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Emilio Azcarraga Jean Chairman of the Board, President and Mexico
c/o Grupo Televisa, S.A. Chief Executive Officer and President of the
Grupo Televisa, S.A. Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
In alphabetical order:
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Alfonso de Angoitia Noriega Executive Vice President - Chief Financial Mexico
c/o Grupo Televisa, S.A. Officer
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Maximiliano Arteaga Vice President of Operations - Televisa Mexico
c/o Grupo Televisa, S.A. Chapultepec
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Felix Jose Araujo Ramirez Vice President of Broadcasting and Mexico
c/o Grupo Televisa, S.A. Telesistema
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
-------------------------------------------------------------------------------------------------------------------
Jose Antonio Baston Patino(6) Corporate Vice President of Television Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

--------------------

EXHIBIT INDEX

Exhibit 10.2 Share Purchase Agreement, dated as of December 19, 2001,
by and between Fonovisa L.L.C. and the Issuer.

Exhibit 10.3 Warrant Purchase Agreement, dated as of December 19, 2001,
by and between Televisa and the Issuer.

Exhibit 10.4 Letter Agreement, dated December 19, 2001, between
Televisa and the Issuer.

Exhibit 99.1 Press Release, dated December 20, 2001 (incorporated
herein by reference to the Form 6-K filed by Televisa on
December 20, 2001).