SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRUPO TELEVISA, S.A.
(Exact Name of Registrant as Specified in Its Charter)
United Mexican States N/A
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
Av. Vasco de Quiroga No. 2000 N/A
Colonia Santa Fe
01210 Mexico, D.F., Mexico
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. |X| the following box. |_|
Securities Act registration statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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B Shares New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
* Application to be made for listing, not for trading, but only in connection
with the registration of the Global Depositary Shares pursuant to the
requirements of the Securities and Exchange Commissions.
Item 1. Description of Registrant's Securities to be Registered.
At a general extraordinary meeting and at special meetings of the
shareholders of Grupo Televisa, S.A., or Televisa, held on April 16, 2004, our
shareholders approved the creation of a new class of capital stock, the B
Shares, and the distribution of new shares to our shareholders. These
transactions are described in the Information Statement, dated March 25, 2004,
which was submitted to the U.S. Securities and Exchange Commission (the
"Commission") on Form 6-K on March 25, 2004.
At the general extraordinary and special shareholders meetings held on
April 16, 2004, amendments to our bylaws (estatutos) were also approved. Set
forth below is a summary description of certain significant provisions of our
bylaws after giving effect to these amendments, including a description of the B
Shares, and of certain provisions of Mexican law. This summary description does
not purport to be complete, and is qualified by reference in its entirety to the
exhibits attached hereto and incorporated herein by reference and to Mexican
law.
Capital Stock
We have four classes of capital stock: A Shares, B Shares, D Shares and
L Shares. Our shares are publicly traded in Mexico in the form of certificados
de participacion ordinarios ("CPOs"), each representing 117 shares--25 A Shares,
22 B Shares, 35 D Shares and 35 L Shares, which are held in the CPO Trust. Our
shares also are publicly traded in the United States in the form of global
depositary shares ("GDSs"), each of which represents twenty CPOs.
The A Shares and the B Shares are common or ordinary shares, with no
par value, no dividend preference and no preference upon liquidation. The D
Shares are limited-voting and preferred shares, with no par value, with the
limited voting rights as described under "Voting Rights and Shareholders'
Meetings--Holders of D Shares and L Shares" below, and the dividend preference
and liquidation preference described under "Preferential Rights of the D Shares"
below.
The L Shares are limited-voting shares, with no par value, no dividend
preference, no preference upon liquidation and limited voting rights, as
described under "Voting Rights and Shareholders' Meetings--Holders of D Shares
and L Shares" below.
Organization and Register
Televisa is a sociedad anonima, or limited liability stock corporation,
organized under the laws of Mexico in accordance with the Mexican Companies Law.
Televisa was incorporated under Public Deed Number 30,200, dated December 19,
1990, granted before Notary Public Number 73 of Mexico City, D.F., and
registered with the Public Registry of Commerce of Mexico City, under Commercial
Page (folio mercantil) Number 142,164. We have a general corporate purpose, the
specifics of which can be found in Article Four of our bylaws.
We maintain a stock registry, and in accordance with Mexican law, we
only recognize those holders listed in our stock registry as our shareholders.
Our shareholders may hold their shares in the form of physical certificates or
through book-entries with institutions that have accounts with S.D. Indeval,
S.A. de C.V., Institucion para el Deposito de Valores, S.A. de C.V., or Indeval,
a privately owned securities depositary that acts as a clearinghouse, depositary
and custodian, as well as a settlement, transfer and registration agent for
Mexican Stock Exchange transactions. The CPO Trustee is the holder of record for
shares represented by CPOs. Accounts may be maintained at Indeval by brokers,
banks and other entities approved by the Comision Nacional Bancaria y de
Valores, or CNBV, the national securities and banking commission.
Major Shareholders
Approximately 49.71% of the outstanding A Shares, 13.28% of the
outstanding B Shares, 13.82% of the outstanding D Shares and 13.82% of the
outstanding L Shares are held through a trust (the "Shareholder Trust"),
including shares in the form of CPOs. The beneficiaries of the Shareholder Trust
are a trust for the benefit of Emilio Azcarraga Jean (the "Azcarraga Trust"), a
trust for the benefit of Promotora Inbursa, S.A. de C.V. (the "Inbursa Trust"),
and a trust for the benefit of Maria Asuncion Aramburuzabala Larregui, Lucrecia
Aramburuzabala Larregui de Fernandez, Maria de las Nieves Fernandez Gonzalez,
Antonino Fernandez Rodriguez and Carlos Fernandez Gonzalez (the "Investor
Trust"). Promotora Inbursa, S.A. de C.V. is an indirect subsidiary of Grupo
Financiero Inbursa, S.A. de C.V.
The Azcarraga Trust beneficially owns 55.29% of the Televisa shares
held through the Shareholder Trust; the Inbursa Trust beneficially owns 24.70%;
and the Investor Trust beneficially owns 20.01%, of which 16.21% represents the
interests of the Aramburuzabala family, and 3.80% represents the interests of
the Fernandez family.
The Televisa shares held through the Shareholder Trust are voted by the
trustee as instructed by a Technical Committee comprising five members--three
appointed by the Azcarraga Trust and one appointed by each of the Inbursa Trust
and the Investor Trust. Accordingly, except as described below, Emilio Azcarraga
Jean will control the voting of the shares held through the Shareholder Trust.
In elections of directors, the Technical Committee will instruct the trustee to
vote the A Shares held through the Shareholder Trust for individuals designated
by Mr. Azcarraga Jean. The A Shares held through the Shareholder Trust
constitute a majority of the A Shares whose holders are entitled to vote them,
because non-Mexican holders of CPOs and GDSs are not permitted by law to vote
the underlying A Shares. Accordingly, so long as non-Mexicans own more than a
minimal number of A Shares, Mr. Azcarraga Jean will have the ability to direct
the election of eleven out of 20 members of our Board.
In accordance with the trust agreement, the Technical Committee will
instruct the trustee to vote the B Shares held through the Shareholder Trust for
a total of five individuals as members of our Board, who will be designated as
follows. Emilio Azcarraga Jean will be entitled to nominate two individuals. The
Investor Trust will be entitled to nominate one individual so long as the shares
it holds through the Shareholder Trust constitute more than 2% of the total
issued and outstanding Televisa shares. Until the Inbursa Trust is entitled to
release all its Televisa shares from the Shareholder Trust, and so long as the
shares it holds through the Shareholder Trust constitute more than 2% of the
total issued and outstanding Televisa shares, it will be entitled to nominate
two individuals. In the event the individual nominated by the Inbursa Trust is
not elected to our Board of Directors, then so long as Mr. Azcarraga Jean has
the ability to direct the election of eleven Board members, the A Shares held
through the Shareholder Trust will be voted for one individual nominated by the
Inbursa Trust to serve on our Board.
Because the B Shares held through the Shareholder Trust constitute only
13.28% of the total B Shares outstanding, there can be no assurance that
individuals nominated by Shareholder Trust beneficiaries will be elected to our
Board. However, the B Shares held through the Shareholder Trust immediately
following the Televicentro Distribution will constitute a higher proportion of
the B Shares whose holders are entitled to vote them, because non-Mexican
holders of CPOs and GDSs are not permitted by law to vote the underlying B
Shares.
Emilio Azcarraga Jean has agreed to consult with the Inbursa Trust and
the Investor Trust as to the voting of shares held through the Shareholder Trust
on matters specifically set forth in the Shareholder Trust Agreement, including
increases or reductions in the capital stock of Televisa; merger, split-up,
dissolution, liquidation or bankruptcy proceedings of Televisa; related party
transactions, extensions of credit or share repurchases, in each case exceeding
specified thresholds; and selection of the chairman of Televisa's board of
directors, if different from Emilio Azcarraga Jean. If either of the Inbursa
Trust or the Investor Trust requests that shares be voted in a particular way on
such a matter, and Mr. Azcarraga Jean declines to do so, such party may
immediately release its Televisa shares from the Shareholder Trust. These
consultation rights will terminate as to either the Inbursa Trust or the
Investor Trust if it ceases to be party to the Shareholder Trust or if it owns
less than 2% of the total capital stock of Televisa.
Voting Rights and Shareholders' Meetings
Holders of A Shares. Holders of A Shares have the right to vote on all
matters subject to shareholder approval at any general meeting of shareholders
and have the right, voting as a class, to appoint eleven members of our Board of
Directors and the corresponding alternate directors. In addition, certain
corporate matters must be approved by an ordinary or an extraordinary general
meeting of shareholders at which a majority of the holders of A Shares vote in
favor. These matters include dividend payments, mergers, spin-offs, changes in
corporate purpose, changes of nationality and amendments to the anti-takeover
provisions of our bylaws.
Holders of B Shares. Holders of B Shares have the right to vote on all
matters subject to shareholder approval at any general meeting of shareholders
and have the right, voting as a class, to appoint five members of our Board of
Directors and the corresponding alternate directors. The five directors and
corresponding alternate directors elected by the holders of the B Shares will be
elected at a shareholders meeting that must be held within the first four months
after the end of each year, beginning in 2005.
Holders of D Shares and L Shares. Holders of D Shares, voting as a
class, are entitled to vote at special meetings to elect two of the members of
our Board of Directors and the corresponding alternate directors, each of which
must be an independent director. In addition, holders of D Shares are entitled
to vote on the following matters at extraordinary general meetings:
o our transformation from one type of company to another;
o any merger (even if we are the surviving entity);
o extension of our existence beyond our prescribed duration;
o our dissolution before our prescribed duration (which is
currently December 2089);
o a change in our corporate purpose;
o a change in our nationality; and
o the cancellation from registration of the D Shares or the
securities which represent the D Shares with the securities or
special section of the National Registry of Securities, or
NRS, and with any other Mexican or foreign stock exchange in
which such shares or securities are registered.
Holders of L Shares, voting as a class, are entitled to vote at special
meetings to elect two of the members of our Board of Directors and the
corresponding alternate directors, each of which must be an independent
director. Holders of L Shares are also entitled to vote at extraordinary general
meetings on the following matters:
o our transformation from one type of company to another;
o any merger in which we are not the surviving entity; and
o the cancellation from registration of the L Shares or the
securities that represent the L Shares with the special
section of the NRS.
The two directors and corresponding alternate directors elected by each
of the holders of the D Shares and the L Shares are elected annually at a
special meeting of those holders. Special meetings of holders of D Shares and L
Shares must also be held to approve the cancellation from registration of the D
Shares or L Shares or the securities representing any of such shares with the
securities and/or special sections of the NRS, as the case may be, and in the
case of D Shares, with any other Mexican or foreign stock exchange in which such
shares or securities are registered. All other matters on which holders of L
Shares or D Shares are entitled to vote must be considered at an extraordinary
general meeting. Holders of L Shares and D Shares are not entitled to attend or
to address meetings of shareholders at which they are not entitled to vote.
Under Mexican law, holders of L Shares and D Shares are entitled to exercise
certain minority protections. See "Other Provisions--Appraisal Rights and Other
Minority Protections."
Other Rights of Shareholders. Under Mexican law, holders of shares of
any series are also entitled to vote as a class in a special meeting governed by
the same rules that apply to extraordinary general meetings, as described below,
on any action that would prejudice the rights of holders of shares of such
series, but not rights of holders of shares of other series, and a holder of
shares of such series would be entitled to judicial relief against any such
action taken without such a vote. Generally, the determination of whether a
particular shareholder action requires a class vote on these grounds could
initially be made by the Board of Directors or other party calling for
shareholder action. In some cases, under the Mexican Securities Market Law and
the Mexican Companies Law, the Board of Directors, the statutory auditors or a
Mexican court on behalf of those shareholders representing 10% of our capital
stock could call a special meeting. A negative determination would be subject to
judicial challenge by an affected shareholder, and the necessity for a class
vote would ultimately be determined by a court. There are no other procedures
for determining whether a particular proposed shareholder action requires a
class vote, and Mexican law does not provide extensive guidance on the criteria
to be applied in making such a determination.
General shareholders' meetings may be ordinary general meetings or
extraordinary general meetings. Extraordinary general meetings are those called
to consider specific matters specified in Article 182 of the Mexican Companies
Law and our bylaws, including, among others, amendments to our bylaws, our
dissolution, liquidation or split-up, our merger and transformation from one
form of company to another, increases and reductions in our capital stock, the
approval of certain acquisitions of shares, including a change of control, as
set forth in the antitakeover provisions in our bylaws and any action for civil
liabilities against the members of our Board of Directors, members of our Audit
Committee or our statutory auditors. In addition, our bylaws require an
extraordinary general meeting to consider the cancellation of registration of
the D Shares or L Shares or the securities representing these shares with the
securities and/or special sections of the NRS, as the case may be, and in the
case of D Shares, with any other Mexican or foreign stock exchange in which such
shares or securities are registered. General meetings called to consider all
other matters are ordinary meetings which are held at least once each year
within four months following the end of each fiscal year. Shareholders may be
represented at any shareholders' meeting by completing a form of proxy provided
by us, which proxy is available within fifteen days prior to such meeting, and
designating a representative to vote on their behalf. The form of proxy must
comply with certain content requirements as set forth in the Mexican Securities
Market Law, as amended, and in our bylaws.
Holders of CPOs. Holders of CPOs who are Mexican nationals or Mexican
corporations whose bylaws exclude foreign ownership of their shares are entitled
to exercise voting rights with respect to the A Shares, B Shares, D Shares and L
Shares underlying their CPOs. The CPO Trustee will vote such shares as directed
by Mexican holders of CPOs, which must provide evidence of Mexican nationality.
Non-Mexican holders of CPOs may only vote the L Shares held in the CPO Trust and
are not entitled to exercise any voting rights with respect to the A Shares, B
Shares and D Shares held in the CPO Trust. Voting rights in respect of these A
Shares, B Shares and D Shares may only be exercised by the CPO Trustee. A
Shares, B Shares and D Shares underlying the CPOs of non-Mexican holders or
holders that do not give timely instructions as to the voting of such shares,
(a) will be voted at special meetings of A Shares, B Shares or D Shares, as the
case may be, as instructed by the CPO Trust's Technical Committee (which
consists of members of the Board of Directors and/or Executive Committee, who
must be Mexican nationals), and (b) will be voted at any general meeting where
such series has the right to vote in the same manner as the majority of the
outstanding A Shares held by Mexican nationals or Mexican corporations
(directly, or through the CPO Trust, as the case may be) are voted at the
relevant meeting. L Shares underlying the CPOs of any holders that do not give
timely instructions as to the voting of such shares will be voted, at special
meetings of L Shares and at general extraordinary meetings where L Shares have
voting rights, as instructed by the Technical Committee of the CPO Trust. The
CPO Trustee must receive voting instructions five business days prior to the
shareholders meeting. Holders of CPOs that are Mexican nationals or Mexican
corporations whose bylaws exclude foreign ownership of their shares also must
provide evidence of nationality, such as a copy of a valid Mexican passport or
birth certificate, for individuals, or a copy of the bylaws, for corporations.
As described under "Major Shareholders" above, A Shares held through
the Shareholder Trust constitute a majority of the A Shares whose holders are
entitled to vote them, because non-Mexican holders of CPOs and GDSs are not
permitted to vote the underlying A Shares. Accordingly, the vote of A Shares
held through the Shareholder Trust generally will determine how the A Shares
underlying our CPOs are voted. B Shares held through the Shareholder Trust
constitute approximately 13.28% of the outstanding B Shares but represent a
greater percentage of B Shares whose holders are entitled to vote them, because
non-Mexican holders of CPOs and GDSs are not permitted to vote the underlying B
Shares.
Holders of GDRs. Global Depositary Receipts ("GDRs") evidencing GDSs
are issued by the Depositary, JPMorgan Chase Bank, pursuant to the Deposit
Agreement we entered into with the Depositary and all holders from time to time
of GDSs. Each GDR evidences a specified number of GDSs. A GDR may represent any
number of GDSs. Only persons in whose names GDRs are registered on the books of
the Depositary will be treated by us and the Depositary as owners and holders of
GDRs. Each GDS represents the right to receive 20 CPOs which will be credited to
the account of Banco Inbursa, S.A., the Custodian, maintained with Indeval for
such purpose. Each CPO represents financial interests in, and limited voting
rights with respect to, 25 A Shares, 22 B Shares, 35 L Shares and 35 D Shares
held pursuant to the CPO Trust.
The Depositary will mail information on shareholders' meetings to all
holders of GDRs. At least six business days prior to the relevant shareholders'
meeting, GDR holders may instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the CPOs represented by their GDSs, and the
underlying shares. Since the CPO Trustee must also receive voting instructions
five business days prior to the shareholders' meeting, the Depositary may be
unable to vote the CPOs and underlying shares in accordance with any written
instructions. Holders that are Mexican nationals or Mexican corporations whose
bylaws exclude foreign ownership of their shares are entitled to exercise voting
rights with respect to the A Shares, B Shares, D Shares and L Shares underlying
the CPOs represented by their GDSs. Such Mexican holders also must provide
evidence of nationality, such as a copy of a valid Mexican passport or birth
certificate, for individuals, or a copy of the bylaws, for corporations.
Non-Mexican holders may exercise voting rights only with respect to L
Shares underlying the CPOs represented by their GDSs. They may not direct the
CPO Trustee as to how to vote the A Shares, B Shares or D Shares represented by
CPOs or attend shareholders' meetings. Under the terms of the CPO Trust
Agreement, the CPO Trustee will vote the A Shares, B Shares, D Shares and L
Shares represented by CPOs held by non-Mexican holders (including holders of
GDRs) as described under "Voting Rights and Shareholders' Meetings--Holders of
CPOs." If the Depositary does not timely receive instructions from a Mexican or
non-Mexican holder of GDRs as to the exercise of voting rights relating to the A
Shares, B Shares, D Shares or L Shares underlying the CPOs, as the case may be,
in the relevant shareholders' meeting then, if requested in writing by us, the
Depositary will give a discretionary proxy to a person designated by us, to vote
the shares. If no such written request is made by us, the Depositary will not
represent or vote, attempt to represent or vote any right that attaches to, or
instruct the CPO Trustee to represent or vote, the shares underlying the CPOs in
the relevant shareholders meeting and, as a result, the underlying shares will
be voted in the manner described under "Voting Rights and Shareholders'
Meetings--Holders of CPOs" with respect to shares for which timely instructions
as to voting are not given.
If the Depositary does not timely receive instructions from a Mexican
or non-Mexican holder of GDRs as to the exercise of voting rights relating to
the underlying CPOs in the relevant CPO holders' meeting, the Depositary and the
Custodian will take such actions as are necessary to cause such CPOs to be
counted for purposes of satisfying applicable quorum requirements and, unless we
in our sole discretion have given prior written notice to the Depositary and the
Custodian to the contrary, vote them in the same manner as the majority of the
CPOs are voted at the relevant CPOs holders' meeting.
Under the terms of the CPO Trust, beginning in December 2008, a
non-Mexican holder of CPOs or GDSs may instruct the CPO Trustee to request that
we issue and deliver certificates representing each of the shares underlying its
CPOs so that the CPO Trustee may sell, to a third party entitled to hold the
shares, all of those shares and deliver to the holder any proceeds derived from
the sale.
Dividend Rights
At our annual ordinary general shareholders' meeting, our Board of
Directors is required to submit our financial statements from the previous
fiscal year to the holders of our A Shares and B Shares for their approval. Once
our shareholders approve these financial statements, they must then allocate our
net profits for the previous fiscal year. Under Mexican law, at least 5% of our
net profits must be allocated to a legal reserve, until the amount of this
reserve equals 20% of our paid-in capital stock. Thereafter, our shareholders
may allocate our net profits to any special reserve, including a reserve for
share repurchases. After this allocation, the remainder of our net profits will
be available for distribution as dividends. The vote of the majority of the A
Shares is necessary to approve dividend payments. As described below, in the
event that dividends are declared, holders of D Shares will have preferential
rights to dividends as compared to holders of A Shares, B Shares and L Shares.
Holders of A Shares, B Shares and L Shares have the same financial or economic
rights, including the participation in any of our profits.
Preferential Rights of D Shares
Holders of D Shares are entitled to receive a cumulative fixed
preferred annual dividend in the amount of Ps. 0.00034177575 per D Share before
any dividends are payable in respect of A Shares, B Shares and L Shares. If we
pay any dividends in addition to the D Share fixed preferred dividend, then such
dividends shall be allocated as follows:
o first, to the payment of dividends with respect to the A
Shares, the B Shares and the L Shares, in an equal amount per
share, up to the amount of the D Share fixed preferred
dividend; and
o second, to the payment of dividends with respect to the A
Shares, B Shares, D Shares and L Shares, such that the
dividend per share is equal.
Upon any dissolution or liquidation of our company, holders of D Shares are
entitled to a liquidation preference equal to:
o accrued but unpaid dividends in respect of their D Shares;
plus
o the theoretical value of their D Shares as set forth in our
bylaws. See "Other Provisions--Dissolution or Liquidation."
Limitation on Capital Increases
Our bylaws provide that, in the event shares of a given series are
issued as a result of a capital increase (in respect of a cash capital
contribution), each holder of shares of that series will have a preferential
right to subscribe to new shares of that series, in proportion to the number of
such holder's existing shares of that series. In addition, primary issuances of
A Shares, B Shares, D Shares and L Shares in the form of CPOs may be limited
under the Mexican Securities Market Law, as amended. As a result of
grandfathering provisions, our existing CPO structure will not be affected by
the amendments to the law. However, in the case of primary issuances of
additional A Shares, B Shares, L Shares and D Shares in the form of CPOs, any
new L Shares and D Shares may be required to be converted into A Shares or other
voting stock within a term specified by the CNBV, which in no event shall exceed
five years. Moreover, under the Mexican Securities Market Law, as amended, the
aggregate amount of shares of an issuer with limited or non-voting rights may
not exceed 25% of the total shares held by public investors. The vote of holders
of a majority of the A Shares is necessary to approve capital increases.
Preemptive Rights
In the event of a capital increase, a holder of existing shares of a
given series has a preferential right to subscribe to a sufficient number of
shares of the same series in order to maintain the holder's existing
proportionate holdings of shares of that series. Shareholders must exercise
their preemptive rights within the time period fixed by our shareholders at the
meeting approving the issuance of additional shares. This period must continue
for at least fifteen days following the publication of notice of the issuance in
the Diario Oficial de la Federacion and in a newspaper of general circulation in
Mexico City. Under Mexican law, shareholders cannot waive their preemptive
rights in advance or be represented by an instrument that is negotiable
separately from the corresponding share.
U.S. holders of GDSs may exercise preemptive rights only if we register
any newly issued shares under the Securities Act of 1933, as amended, or qualify
for an exemption from registration. We intend to evaluate at the time of any
offering of preemptive rights the costs and potential liabilities associated
with registering additional shares. In addition, if our shareholders' meeting
approves the issuance of shares of a particular series, holders of shares of
other series may be offered shares of that particular series.
Limitations on Share Ownership
Ownership by non-Mexicans of shares of Mexican enterprises is regulated
by the Foreign Investment Law and the accompanying Foreign Investment
Regulations. The Economics Ministry and the Foreign Investment Commission are
responsible for the administration of the Foreign Investment Law and the Foreign
Investment Regulations. The Foreign Investment Law reserves certain economic
activities exclusively for the Mexican State, certain other activities
exclusively for Mexican individuals or Mexican corporations, and limits the
participation of non-Mexican investors to certain percentages in regard to other
enterprises engaged in activities specified therein. Foreign investors may
freely participate in up to 100% of the capital stock of Mexican companies or
entities except for those existing companies engaged in specific activities, as
described below and those with assets exceeding specified amounts established
annually by the Foreign Investment Commission, in which case an approval from
the Foreign Investment Commission will be necessary in order for foreign
investment to exceed 49% of the capital stock. The Foreign Investment Law
reserves certain economic activities exclusively for the Mexican state and
reserves certain other activities (including television and radio broadcasting)
exclusively for Mexican nationals, consisting of Mexican individuals and Mexican
corporations the charters of which contain a prohibition on ownership by
non-Mexicans of the corporation's capital stock (a "foreign exclusion clause").
However, the Foreign Investment Law grants broad authority to the Foreign
Investment Commission to allow foreign investors to own specified interests in
the capital of certain Mexican enterprises. In particular, the Foreign
Investment Law provides that certain investments are considered "neutral
investments" and are not included in the calculation of the foreign investment
percentage for the relevant Mexican entity.
In order to comply with these restrictions, we have limited the
ownership of our A Shares and B Shares to Mexican individuals, Mexican companies
the charters of which contain a foreign exclusion clause, credit institutions
acting as trustees (such as the CPO Trustee) in accordance with the Foreign
Investment Law and the Foreign Investment Regulations, and trusts or stock
purchase, investment and retirement plans for Mexican employees. The criteria
for an investor to qualify as Mexican under our bylaws are stricter than those
generally applicable under the Foreign Investment Law and Foreign Investment
Regulations. A holder that acquires A Shares or B Shares in violation of the
restrictions on non-Mexican ownership will have none of the rights of a
shareholder with respect to those A Shares or B Shares and could also be subject
to monetary sanctions. The D Shares are subject to the same restrictions on
ownership as the A Shares and B Shares. However, the foregoing limitations do
not affect the ability of non-Mexican investors to hold A Shares, B Shares, D
Shares and L Shares through CPOs, or L Shares directly, because such instruments
constitute a "neutral investment" and do not affect control of the issuing
company, pursuant to the exceptions contained in the Foreign Investment Law. The
sum of the total outstanding number of A Shares and B Shares is required to
exceed at all times the sum of the total outstanding L Shares and D Shares.
The Foreign Investment Law and Foreign Investment Regulations also
require that we and the CPO Trust register with the National Registry of Foreign
Investments. In addition to the limitations established by the Foreign
Investment Law, the Mexican Federal Radio and Television Law provides
restrictions on ownership by non-Mexicans of shares of Mexican enterprises
holding concessions for radio and television such as those held indirectly by
us. Non-Mexican states and governments are prohibited under our bylaws and
Mexican Federal Radio and Television Law from owning shares of Televisa and are,
therefore, prohibited from being the beneficial or record owners of the A
Shares, B Shares, D Shares, L Shares, CPOs and GDSs. We have been advised by our
Mexican counsel, Mijares, Angoitia, Cortes y Fuentes, S.C., that ownership of
the A Shares, B Shares, D Shares, L Shares, CPOs and GDSs by pension or
retirement funds organized for the benefit of employees of non-Mexican state,
municipal or other governmental agencies will not be considered as ownership by
non-Mexican states or governments for the purpose of our bylaws or the Radio and
Television Law.
Ownership Restrictions
We may restrict transfers or, to the extent permitted under applicable
law, cause the mandatory sale or disposition of CPOs and GDRs where such
transfer or ownership, as the case may be, might result in ownership of CPOs or
GDRs exceeding the limits under applicable law or our bylaws, the CPO Trust
Agreement or the CPO Deed. Non-Mexican states and governments are prohibited
under our bylaws and Radio and Television Law from owning our shares and are,
therefore, prohibited from being beneficial or record owners of GDRs.
Other Provisions
Forfeiture of Shares. As required by Mexican law, our bylaws provide
that for L Shares and CPOs, our non-Mexican shareholders formally agree with the
Foreign Affairs Ministry:
o to be considered as Mexicans with respect to the L Shares and
CPOs that they acquire or hold, as well as to the property,
rights, concessions, participations or interests owned by us
or to the rights and obligations derived from any agreements
we have with the Mexican government; and
o not to invoke the protection of their own governments with
respect to their ownership of L Shares and CPOs.
Failure to comply is subject to a penalty of forfeiture of such a shareholder's
capital interests in favor of Mexico. In the opinion of Mijares, Angoitia,
Cortes y Fuentes, S.C., our Mexican counsel, under this provision a non-Mexican
shareholder is deemed to have agreed not to invoke the protection of its own
government by asking such government to interpose a diplomatic claim against the
Mexican government with respect to the shareholder's rights as a shareholder,
but is not deemed to have waived any other rights it may have, including any
rights under the United States securities laws, with respect to its investment
in Televisa. If the shareholder should invoke governmental protection in
violation of this agreement, its shares could be forfeited to the Mexican
government.
Exclusive Jurisdiction. Our bylaws provide that legal action relating
to the execution, interpretation or performance of the bylaws shall be brought
only in courts located in Mexico City.
Duration. Our corporate existence under our bylaws continues until
2089.
Dissolution or Liquidation. Upon any dissolution or liquidation of our
company, our shareholders will appoint one or more liquidators at an
extraordinary general shareholders' meeting to wind up our affairs. The approval
of holders of the majority of the A Shares is necessary to appoint or remove any
liquidator. Upon a dissolution or liquidation, holders of D Shares will be
entitled to both accrued but unpaid dividends in respect of their D Shares, plus
the theoretical value of their D Shares (as set forth in our bylaws). The
theoretical value of our D Shares is Ps. 0.00683551495 per share. Thereafter, a
payment per share will be made to each of the holders of A Shares, B Shares and
L Shares equivalent to the payment received by each of the holders of D Shares.
The remainder will be distributed equally among all shareholders in proportion
to their number of shares and amount paid.
Redemption. Our bylaws provide that we may redeem our shares with
distributable profits without reducing our capital stock by way of a shareholder
resolution at an extraordinary shareholders' meeting. In accordance with Mexican
law and our bylaws:
o any redemption shall be made on a pro-rata basis among all of
our shareholders;
o to the extent that a redemption is effected through a public
tender offer on the Mexican Stock Exchange, the shareholders'
resolution approving the redemption may empower our Board to
specify the number of shares to be redeemed and appoint the
related intermediary or purchase agent; and
o any redeemed shares must be cancelled.
Share Repurchases. As required by Mexican law, our bylaws provide that
we may repurchase our shares on the Mexican Stock Exchange at then prevailing
market prices. The amount of capital stock allocated to share repurchases and
the amount of the corresponding reserve created for this purpose is determined
annually by our shareholders at a ordinary general shareholders' meeting. The
aggregate amount of resources allocated to share repurchases in any given year
cannot exceed the total amount of our net profits in any given year, including
retained earnings. Share repurchases must be charged to either our net worth if
the repurchased shares remain in our possession or our capital stock if the
repurchased shares are converted into treasury shares, in which case our capital
stock is reduced automatically in an amount equal to the theoretical value of
any repurchased shares. Any surplus is charged to the reserve for share
repurchases, if any. If the purchase price of the shares is less than the
theoretical value of the repurchased shares, our capital stock account will be
affected by an amount equal to the theoretical value of the repurchased shares.
Under Mexican law, we are not required to create a special reserve for the
repurchase of shares, nor do we need the approval of our Board to effect share
repurchases. In addition, any repurchased shares cannot be represented at any
shareholders' meeting.
Conflicts of Interest. Under the Mexican Securities Market Law, any
shareholder or director that votes on a transaction in which his, her or its
interests conflict with our interests may be liable for damages, but only if the
transaction would not have been approved without his, her or its vote. In
addition, any member of the Board of Directors that votes on a transaction in
which his, her or its interests conflict with our interests may be liable for
damages. Our existing bylaws do not contain any provisions that govern or limit
the ability of our directors or shareholders to vote on transactions in which
their interests conflict with our interests. In addition, our existing bylaws do
not contain any provisions that govern or limit the ability of our directors, in
the absence of an independent quorum, to borrow from us or to vote compensation
to themselves or any other member of our Board of Directors or any committee of
our Board of Directors. We have established a Related Party Transactions
Committee to review and approve transactions and arrangements with our principal
shareholders, directors, executive officers and other related parties. In
addition, pursuant to the Mexican Securities Market Law our Audit Committee must
prepare and render statements to the Board as to the fairness of transactions
and arrangements with related parties, and these transactions and arrangements
must be approved by our Board of Directors. Members of our Board, members of our
Audit Committee and our Statutory Auditor could be liable to our stockholders
for breach of their duty of loyalty to the corporation to the extent that these
persons approve transactions in which they have a conflict of interest.
Appraisal Rights and Other Minority Protections. Whenever our
shareholders approve a change in our corporate purpose or jurisdiction of
organization or our transformation from one type of company to another, any
shareholder entitled to vote that did not vote in favor of these matters has the
right to receive payment for its A Shares, B Shares, D Shares or L Shares in an
amount calculated in accordance with Mexican law. However, shareholders must
exercise their appraisal rights within fifteen days after the shareholders'
meeting at which the matter was approved.
Because the CPO Trustee must vote at a general shareholders' meeting
the A Shares, B Shares and D Shares held by non-Mexicans in the CPO Trust in the
same manner as the majority of the A Shares held by Mexican nationals (directly,
or through the CPO Trust, as the case may be), the A Shares, B Shares and D
Shares underlying CPOs held by non-Mexicans will not be voted against any change
that triggers the appraisal rights of the holders of these shares. Therefore,
these appraisal rights will not be available to holders of CPOs (or GDRs) with
respect to A Shares, B Shares or D Shares. The CPO Trustee will exercise such
other corporate rights at special shareholders' meetings with respect to the
underlying A Shares, B Shares and D Shares as may be directed by the Technical
Committee of the CPO Trust.
Our bylaws include provisions that permit:
o holders of at least 10% of our outstanding capital stock to
call a shareholders' meeting in which they are entitled to
vote;
o subject to the satisfaction of certain requirements under
Mexican law, holders of at least 15% of our outstanding
capital stock to bring an action for civil liabilities against
our directors;
o holders of at least 10% of our shares that are entitled to
vote and are represented at a shareholders' meeting to request
postponement of resolutions with respect to any matter on
which they were not sufficiently informed; and
o subject to the satisfaction of certain requirements under
Mexican law, holders of at least 20% of our outstanding
capital stock to contest and suspend any shareholder
resolution.
In addition, in accordance with the Mexican Securities Market Law, we
are also subject to certain corporate governance requirements, including the
requirement to maintain an audit committee and to elect independent directors.
The protections afforded to minority shareholders under Mexican law are
generally different from those in the United States and many other
jurisdictions. Substantive Mexican law concerning fiduciary duties of directors
has not been the subject of extensive judicial interpretation in Mexico, unlike
many states in the United States where duties of care and loyalty elaborated by
judicial decisions help to shape the rights of minority shareholders. Mexican
civil procedure does not contemplate class actions or shareholder derivative
actions, which permit shareholders in U.S. courts to bring actions on behalf of
other shareholders or to enforce rights of the corporation itself. Shareholders
in Mexico also cannot challenge corporate actions taken at shareholders'
meetings unless they meet stringent procedural requirements. See "Voting Rights
and Shareholders' Meetings." As a result of these factors, it is generally more
difficult for our minority shareholders to enforce rights against us or our
directors or principal shareholders than it is for shareholders of a corporation
established under the laws of a state of the United States. In addition, under
U.S. securities laws, as a foreign private issuer we are exempt from certain
rules that apply to domestic U.S. issuers with equity securities registered
under the Security Exchange Act of 1934, as amended, including the proxy
solicitation rules. We are also exempt from many of the corporate governance
requirements of the New York Stock Exchange.
Antitakeover Protections
General. Our bylaws provide that, subject to certain exceptions, (i)
any person, entity or group of persons and/or entities that wishes to acquire
beneficial ownership of common Shares (as defined below) which, when coupled
with common Shares previously beneficially owned by such persons or their
affiliates, represent 10% or more of our outstanding common Shares, (ii) any
competitor or group of competitors that wishes to acquire beneficial ownership
of Shares which, when coupled with shares previously beneficially owned by such
competitor, group of competitors or their affiliates, represent 5% or more of
our outstanding capital stock, (iii) any person, entity or group of persons
and/or entities that wishes to acquire beneficial ownership of common Shares
representing 10% or more of our outstanding common Shares, and (iv) any
competitor or group of competitors that wishes to acquire beneficial ownership
of shares representing 5% or more of our capital stock, must obtain the prior
approval of our Board of Directors and/or of our shareholders, as the case may
be, subject to certain exceptions summarized below. Holders that acquire Shares
in violation of these requirements will not be considered the beneficial owners
of such Shares under our bylaws and will not be registered in our stock
registry. Accordingly, these holders will not be able to vote such Shares or
receive any dividends, distributions or other rights in respect of these Shares.
In addition, pursuant to our bylaws, these holders will be obligated to pay us a
penalty in an amount equal to the market value of the Shares so acquired.
Pursuant to our bylaws, "Shares" are defined as the shares (of any
class or series) representing our capital stock, and any instruments or
securities that represent such shares or that grant any right with respect to or
are convertible into those shares, expressly including CPOs.
Pursuant to our bylaws, a "competitor" is generally defined as any
person or entity who, directly or indirectly, is engaged in any of the following
businesses or activities: television production and broadcasting, pay television
production, program licensing, direct-to-home satellite services, publishing
(newspaper and/or magazine), publishing distribution, music recording, cable
television, the transmission of programming and/or other content by any other
means known or to be known, radio broadcasting and production, the promotion of
professional sports and other entertainment events, paging services, production,
feature film/motion picture production and distribution, dubbing and/or the
operation of an Internet portal. A "competitor" is also defined to include any
person, entity and/or group that is engaged in any type of business or activity
in which we may be engaged from time to time and from which we derive 5% or more
of our consolidated income.
Board Notices, Meetings, Quorum Requirements and Approvals. To obtain
the prior approval of our Board, a potential acquiror must properly deliver a
written notice that states, among other things: (i) the number and class/type of
our Shares it beneficially owns, (ii) the percentage of Shares it beneficially
owns with respect to both our outstanding capital stock and the respective
class/type of our Shares, (iii) the number and class/type of Shares it intends
to acquire, (iv) the number and class/type of Shares it intends to grant or
share a common interest or right, (v) its identity, or in the case of an
acquiror which is a corporation, trust or legal entity, its shareholders or
beneficiaries as well as the identity and nationality of each person effectively
controlling such corporation, trust or legal entity, (vi) its ability to acquire
our Shares in accordance with our bylaws and Mexican law, (vii) its source of
financing the intended acquisition, (viii) if it has obtained any financing from
one of its related parties for the payment of the Shares, (ix) the purpose of
the intended acquisition, (x) if it intends to acquire additional common Shares
in the future, which coupled with the current intended acquisition of common
Shares and the common Shares previously beneficially owned by the potential
acquiror, would result in ownership of 20% or more of our common Shares, (xi) if
it intends to acquire control of us in the future, (xii) if the acquiror is our
competitor or if it has any direct or indirect economic interest in or family
relationship with one of our competitors, and (xiii) the identity of the
financial institution, if any, that will act as the underwriter or broker in
connection with any tender offer.
Either the Chairman, the Secretary or the Alternate Secretary of our
Board of Directors must call a Board meeting within 10 calendar days following
the receipt of the written notice and the Board meeting must be held within 45
calendar days following the call. Action by written consent is not permitted.
With the exception of acquisitions that must be approved by the general
extraordinary shareholder's meeting as described below in "Shareholder Notices,
Meetings, Quorum Requirements and Approvals," in order to proceed with any
acquisition of Shares that requires Board authorization as set forth in our
bylaws, such acquisition must be approved by at least the majority of the
members of our Board present at a meeting at which at least 75% of the members
of our Board are present. Such acquisitions must be acted upon by our Board
within 60 calendar days following the receipt of the written notice described
above, unless the Board determines that it does not have sufficient information
upon which to base its decision. In such case, the Board shall deliver a written
request to the potential acquiror for any additional information that it deems
necessary to make its determination. The 60 calendar days referred to above will
commence following the receipt of the additional information from the potential
acquiror to render its decision.
Shareholder Notices, Meetings, Quorum Requirements and Approvals. In
the event (i) of a proposed acquisition of Shares that would result in a "change
of control," (ii) that our Board cannot hold a Board meeting for any reason,
(iii) of a proposed acquisition by a competitor and having certain
characteristics, or (iv) that the Board determines that the proposed acquisition
must be approved by our shareholders at a general extraordinary shareholders'
meeting, among others, then the proposed acquisition must be approved by the
holders of at least 75% of our outstanding common Shares at a general
extraordinary shareholders' meeting (both in the case of first and subsequent
calls) at which the holders of at least 85% of our outstanding common Shares are
present. In addition, any proposed merger, spin-off, or capital increase or
decrease which results in a change of control must also be approved by the
holders of at least 75% of our outstanding common Shares at a general
extraordinary shareholders' meeting (both in the case of first and subsequent
calls) at which the holders of at least 85% of our outstanding common Shares are
present. Pursuant to our bylaws, a "change of control" is defined as the
occurrence of any of the following: (i) the acquisition or transfer of ownership
of a majority of our outstanding common Shares, (ii) the ability of a person,
entity or group (other than the person who currently has the ability to,
directly or indirectly, elect a majority of the members of our Board of
Directors) to elect a majority of the members of our Board of Directors or (iii)
the ability of a person, entity or group (other than the person who currently
has the ability to, directly or indirectly, determine our administrative
decisions or policies) to determine our administrative decisions or policies. In
the event that the general extraordinary shareholders' meeting must approve the
proposed acquisition, either the Chairman, the Secretary or the Alternate
Secretary of our Board of Directors must publish a call for a general
extraordinary shareholders' meeting in the Official Gazette of the Federation
and two other newspapers of general circulation in Mexico City at least 30
calendar days prior to such meeting (both in the case of first and subsequent
calls). Once the call for the general extraordinary shareholders' meeting has
been published, all information related to the agenda for the meeting must be
available for review by the holders of common shares at the offices of our
Secretary.
Mandatory Tender Offers in the Case of Certain Acquisitions. If either
our Board of Directors or our shareholders at a general extraordinary
shareholders' meeting, as the case may be, authorize an acquisition of common
Shares which increases the acquiror's ownership to 20% or more, but not more
than 50%, of our outstanding common Shares, without such acquisition resulting
in a change of control, then the acquiror must effect its acquisition by way of
a cash tender offer for a specified number of shares equal to the greater of (x)
the percentage of common Shares intended to be acquired or (y) 10% of our
outstanding capital stock. In the event that our shareholders approve an
acquisition that would result in a change of control, the acquiror must effect
its acquisition by way of a cash tender offer for 100% of our total outstanding
capital stock at a price which cannot be lower than the highest of the
following: (i) the book value of the common Shares as reported on the last
quarterly income statement approved by the Board of Directors, (ii) the highest
closing price of the common Shares, CPOs and/or GDSs on any stock exchange
during any of the three hundred-sixty-five (365) days preceding the date of the
shareholders' resolution approving the acquisition; or (iii) the highest price
paid for any Shares at any time by the acquiror. All tender offers must be made
in Mexico and the United States within 60 days following the date on which the
acquisition was approved by our Board of Directors or shareholders' meeting, as
the case may be. All holders must be paid the same price for their common
Shares. The provisions of our bylaws summarized above regarding mandatory tender
offers in the case of certain acquisitions are generally more stringent than
those provided for under the Mexican Securities Market Law. In accordance with
the Mexican Securities Market Law, bylaw provisions regarding mandatory tender
offers in the case of certain acquisitions may differ from the requirements set
forth in such law, provided that those provisions are more protective to
minority shareholders than those afforded by law. In these cases, the relevant
bylaw provisions, and not the relevant provisions of the Mexican Securities
Market Law, will apply to certain acquisitions specified therein.
Exceptions. The provisions of our bylaws summarized above will not
apply to (i) transfers of common shares and/or CPOs by operation of the laws of
inheritance, (ii) acquisitions of common shares and/or CPOs by any person who,
directly or indirectly, is entitled to appoint the greatest number of members to
our Board of Directors, as well as by (A) entities controlled by such person,
(B) affiliates of such person, (C) the estate of such person, (D) certain family
members of such person, and (E) such person, when such person acquires any
common shares and/or CPOs from any entity, affiliate, person or family member
referred to in (A), (B) and (D) above, and (iii) acquisitions or transfers of
common shares and/or CPOs by us, our subsidiaries or affiliates, or any trust
created by us or any of our subsidiaries.
Amendments to the Antitakeover Provisions. Any amendments to these
antitakeover provisions must be authorized by the CNBV and registered before the
Public Registry of Commerce at our corporate domicile.
Item 2. Exhibits.
99. Information Statement dated March 25, 2004, submitted to the
Commission on Form 6-K on March 25, 2004.
1.1. English translation of Amended and Restated Bylaws (Estatutos
Sociales) of the Registrant, dated as of April 16, 2004.
2.11. Form of Deposit Agreement between the Registrant, JPMorgan Chase
Bank, as depositary and all holders and beneficial owners of the Global
Depositary Shares, evidenced by Global Depositary Receipts (previously filed
with the Securities and Exchange Commission as an Exhibit to the Registrant's
Registration Statement on Form F-6 (File number 333-99195) and incorporated
herein by reference).
2.12. Form of Trust Agreement dated November 22, 1993 between Nacional
Financiera, S.N.C., as CPO Trustee, Grupo Televisa, S.A. and Emilio Azcarraga
Milmo, together with an English translation thereof (previously filed with the
Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the
Registration's Registration Statement on Form F-6 (File number 33-71810), as
amended, and incorporated herein by reference).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized.
Grupo Televisa, S.A.
(Registrant)
Date: July 21, 2004 By: /s/ Salvi Folch/ Juan Mijares
--------------------------------
Name: Salvi Folch/ Juan Mijares
Title: Legal Representatives
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99 Information Statement dated March 25,
2004, submitted to the Securities and
Exchange Commission on Form 6-K on
March 25, 2004
1.1 English translation of Amended and
Restated Bylaws (Estatutos Sociales) of
the Registrant, dated as of April 16,
2004 2004 (previously filed with the
Securities and Exchange Commission as
an Exhibit to the Registrant's annual
report on Form 20-F on June 30, 2004
(File number 033-69636) and incorporated
herein by reference)
2.11 Form of Deposit Agreement between the
Registrant, JPMorgan Chase Bank, as
depositary and all holders and beneficial
owners of the Global Depositary Shares,
evidenced by Global Depositary Receipts
(previously filed with the Securities and
Exchange Commission as an Exhibit to the
Registrant's Registration Statement on
Form F-6 (File number 333-99195) and
incorporated herein by reference)
2.12 Form of Trust Agreement dated November
22, 1993 between Nacional Financiera,
S.N.C., as CPO Trustee, Grupo Televisa,
S.A. and Emilio Azcarraga Milmo, together
with an English translation thereof
(previously filed with the Securities and
Exchange Commission as an Exhibit to
Amendment No. 1 to the Registration's
Registration Statement on Form F-6 (File
number 33-71810), as amended, and
incorporated herein by reference)