UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2005
GRUPO TELEVISA, S.A.
--------------------
(Translation of registrant's name into English)
AV. VASCO DE QUIROGA NO. 2000
Colonia Santa Fe,
MEXICO, D.F., 01210
MEXICO
--------------------
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
------- -------
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes No X
----- -----
(If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______.
[GRUPO TELEVISA LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE
-------------------------------------------------------------------------------
GRUPO TELEVISA, S.A. ANNOUNCES OFFER TO PURCHASE
8.00% SENIOR NOTES DUE 2011
Mexico City, March 15, 2005 - Grupo Televisa, S.A. ("Televisa" or "the
Company"; NYSE: TV; BMV: TLEVISA CPO) today announced its offer to purchase
any and all of its U.S.$300 million aggregate principal amount of 8.00%
Senior Notes due 2011.
The tender offer will commence at 9:00 a.m., New York City time, on
Tuesday, March 15, 2005 and expire at 5:00 p.m., New York City time, on
Monday, March 21, 2005, unless extended or earlier terminated. Holders of
notes wishing to tender may do so at any time between 9:00 a.m. and 5:00
p.m., New York City time, on any New York Stock Exchange trading day during
the period the tender offer is open. The notes will be repurchased only
through Credit Suisse First Boston LLC. A tender of notes pursuant to the
tender offer becomes irrevocable by the tendering holder at the time of
tender. Televisa reserves the right to terminate, withdraw or amend the
tender offer at any time and from time to time, subject to applicable law.
The table below illustrates how the purchase price for each U.S.$1,000
principal amount of notes tendered pursuant to the tender offer will be
determined. The purchase price for each note will be determined in the
manner described in the Offer to Purchase dated March 15, 2005 (the "Offer
to Purchase") by reference to the fixed spread of 60 basis points over the
bid side yield to maturity (the "Reference Yield") of the 4.0% United
States Treasury Note due March 15, 2010 (the "Reference Security") at the
time of tender, plus an amount equal to accrued and unpaid interest to, but
excluding the date of purchase and additional amounts with respect to
Mexican withholding taxes under certain circumstances.
-------------------------------------------------------------------------------
Aggregate
CUSIP Principal Bloomberg Hypothetical
Numbers Amount Reference Reference Fixed Purchase
Outstanding Security Source Spread Price*
-------------------------------------------------------------------------------
P4987VAH6 U.S.$300,000,000 4.0% U.S. BBT5 .60% U.S.$1,174.96
40049JAR8 Treasury
40049JAQ0 Note due
March
15, 2010
-------------------------------------------------------------------------------
*The hypothetical purchase price is based on the Reference Yield of the
Reference Security as of 10:00 a.m., New York City time, on March 14, 2005,
and a payment date of March 17, 2005. See Schedule II of the Offer to
Purchase for a detailed calculation of the hypothetical purchase price.
The terms and conditions of the offer are more fully described in the Offer
to Purchase dated March 15, 2005. Credit Suisse First Boston LLC and
Citigroup Global Markets Inc. are the dealer managers for the tender offer,
D.F. King & Co., Inc. is acting as information agent and Dexia Banque
Internationale a Luxembourg is acting as Luxembourg tender agent.
Settlement of the tender offer with respect to each note will occur on the
third New York Stock Exchange trading day following the date of tender of
the applicable note, unless otherwise agreed between the Company and the
tendering holder.
Questions concerning the terms of the tender offer may be directed to
Credit Suisse First Boston LLC at 1-800-820-1653. Questions concerning the
procedures for tendering notes or requests for the Offer to Purchase
documents may be directed to D.F. King & Co., Inc., the information agent,
at 1-800-269-6427 or Dexia Banque Internationale a Luxembourg, the
Luxembourg tender agent, at +352-4590-1.
Grupo Televisa S.A., is the largest media company in the Spanish-speaking
world, and a major player in the international entertainment business. It
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, feature film production and distribution, and
the operation of a horizontal Internet portal. Grupo Televisa also has an
unconsolidated equity stake in Univision, the leading Spanish-language
television company in the United States.
This news release is neither an offer to purchase nor a solicitation of an
offer to sell the notes and does not set forth all the terms and conditions
of the tender offer. The tender offer will be made only by the Offer to
Purchase dated March 15, 2005. Holders of notes should carefully read the
Offer to Purchase and the accompanying materials for a complete description
of all terms and conditions before deciding whether to tender notes.
Televisa does not make any recommendation as to whether or not any holder
should tender notes.
This press release contains forward-looking statements regarding the
Company's results and prospects. Actual results could differ materially
from these statements. The forward-looking statements in this press release
should be read in conjunction with the factors described in "Item 3. Key
Information - Forward-Looking Statements" in the Company's Annual Report on
Form 20-F, which, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
press release and in oral statements made by authorized officers of the
Company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
###
CONTACTS:
INVESTOR RELATIONS:
Michel Boyance / Alejandro Eguiluz
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
(5255) 5261-2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
GRUPO TELEVISA, S.A.
-----------------------------
(Registrant)
Dated: March 15, 2005 By /s/ Jorge Lutteroth Echegoyen
------------------------------
Name: Jorge Lutteroth Echegoyen
Title: Controller, Vice-President