UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. __)
TV AZTECA, S.A. DE C.V.
(Name of Issuer)
SERIES A SHARES ("SERIES A SHARES")
(Title of Class of Securities)
901145102**
(CUSIP Number)
JOSE ABRAHAM GARFIAS
TV AZTECA, S.A. DE C.V.
PERIFERICO SUR NO 4121
COL FUENTES DEL PEDREGAL
MEXICO D.F. 14141
TEL. NO.: (5255) 1720-1313
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
DECEMBER 2, 2004
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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.)
** The CUSIP number relates only to the American Depositary Shares of TV Azteca,
S.A. de C.V.
CUSIP NO. 901145102 PAGE 2 OF 13
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Azteca Holdings, S.A. de C.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United Mexican States
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7 SOLE VOTING POWER
3,308,693,409 Series A Shares
NUMBER OF ----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,308,693,409 Series A Shares
PERSON ----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308,693,409 Series A Shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.74% Series A Shares
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14 TYPE OF REPORTING PERSON*
HC
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* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 901145102 PAGE 3 OF 13
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Ricardo Benjamin Salinas Pliego
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United Mexican States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,572,043,605 Series A Shares
NUMBER OF ----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,572,043,605 Series A Shares
PERSON ----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,572,043,605 Series A Shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.85% Series A Shares
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 901145102 PAGE 4 OF 13
This Statement on Schedule 13D (this "Statement") is being
filed by Azteca Holdings, S.A. de C.V. ("Azteca Holdings") and Ricardo Benjamin
Salinas Pliego (each a "Reporting Person" and collectively, the "Reporting
Persons") with respect to the Series A shares, without par value, representing
ordinary shares with voting rights ("Series A Shares") of TV Azteca, S.A. de
C.V. (the "Issuer"), a corporation organized and existing under the laws of the
United Mexican States ("Mexico").
Item 1. SECURITY AND ISSUER.
The Issuer is TV Azteca, S.A. de C.V., a Mexico corporation.
The executive office of the Issuer is Periferico Sur No 4121, Col Fuentes del
Pedregal, 14141 Mexico D.F.
In August 1997, the Issuer issued American Depositary Shares
("ADSs"), as evidenced by American Depositary Receipts, which are traded on The
New York Stock Exchange. Each ADS represents 16 Ordinary Participation
Certificates ("CPOs"). Each CPO represents financial interests in and voting
rights with respect to one Series A Share, as well as one Series D-A Share and
one Series D-L Share. Because of the limited voting rights of the Series D-A
Shares and the Series D-L Shares, this Statement on Schedule 13D does not report
beneficial ownership of such shares. The CPOs trade on the Mexican Stock
Exchange. The Series A Shares do not trade on any stock exchange. As this
Statement reports beneficial ownership of the Series A Shares, including those
represented by CPOs, this Statement does not report beneficial ownership of the
ADSs, which only represent CPOs, which in turn represent the Series A Shares.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f).
This Statement on Schedule 13D is being filed on behalf of
each of the Reporting Persons.
AZTECA HOLDINGS. Azteca Holdings is a Mexico corporation.
Azteca Holdings is a holding company and its address is Periferico Sur #4121,
Fuentes del Pedregal, C.P. 14141, Mexico, D.F. Set forth on Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of executive officers and directors of
Azteca Holdings. Azteca Holdings owns 100% of a company, Grupo Cotsa S.A. de
C.V., a Mexico corporation ("Cotsa") which owns shares of the Issuer. Azteca
Holdings also owns shares of the Issuer directly. All of such shares are
reported on this Statement as beneficially owned by Azteca Holdings.
CUSIP NO. 901145102 PAGE 5 OF 13
MR. RICARDO BENJAMIN SALINAS PLIEGO. Mr. Salinas is a Mexican
citizen. The principal occupation of Mr. Salinas is serving as the chairman and
president of various companies in Mexico, including serving as the President and
Chairman of the Board of Directors of Azteca Holdings. Mr. Salinas is also
Chairman of the Board of Directors of the Issuer. Mr. Salinas carries out his
occupation as Chairman of the Board of Directors of the Issuer chiefly at its
executive offices at Periferico Sur #4121, Fuentes del Pedregal, C.P. 14141,
Mexico City, Mexico.
(d) and (e).
During the past five years, no Reporting Person or, to the
best knowledge of each Reporting Person, any individual otherwise identified in
response to Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of which any 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.
Although not required by Item 2, the Reporting Persons
acknowledge that a Complaint (the "Complaint") was filed on January 4, 2005 by
the United States Securities and Exchange Commission against the Reporting
Persons and the Issuer, among others. See SEC v. TV Azteca, S.A. de C.V. et al.,
United States District Court for the District of Columbia, No. 1:05CV00004.
Information contained herein concerning Azteca Holdings and
Mr. Salinas has been provided by each such Reporting Person and the other
Reporting Person does not assume any responsibility for such information.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
According to the Registration Statement on Form F-1 of the
Issuer relating to the offering of the ADSs in 1997 (the "IPO"), prior to the
issuance of the ADSs, Mr. Salinas and Azteca Holdings were controlling
shareholders of the Issuer. Immediately following the IPO and a related series
of transactions described in the Registration Statement, including entering into
an agreement, dated November 28, 1997, between Mr. Salinas and Mr. Alberto Saba
Raffoul (the "Saba Agreement") relating to an exchange of
CUSIP NO. 901145102 PAGE 6 OF 13
Series A Shares and CPOs that Mr. Alberto Saba owned (directly and indirectly)
prior to the IPO, Mr. Salinas and Azteca Holdings continued to be controlling
shareholders of the Issuer.
In 1998, Mr. Salinas acquired 555,759,300 Series A Shares from
Mr. Saba and late in 1998 Mr. Salinas sold 127,869,000 Series A Shares.
In 1999, shareholders of the Issuer approved an increase in
its capital stock. In connection with this increase in capital, Cotsa acquired
188,900,281 Series A Shares. The Series A Shares acquired by Cotsa are included
in this Statement as part of the Series A Shares beneficially owned by Azteca
Holdings.
On July 22, 1997, Mr. Salinas received options (the "1997
Options") for 4,296,000 Series A Shares through an employee stock option
program, which became exercisable in 2002. On December 2, 2004, Mr. Salinas
received options (the "2004 Options") for 93,172,004 Series A Shares through a
stock option program for executives, exercisable immediately. Mr. Salinas
exercised all of these options on December 29, 2004 and thereby received
97,468,004 Series A Shares (through CPOs). The exercise price for the 1997
Options and the 2004 Options was Ps. 1.708 (approximately US$0.15) per CPO. Mr.
Salinas paid Ps. 33,295,070 (approximately US$2,958,378) out of his own funds,
representing 20% of the total purchase price of the CPOs issuable upon exercise
of the options. The CPOs will not be issued until the remaining 80% of the
purchase price is paid, which must be paid within five years. Until the CPOs are
fully paid, the Series A Shares included in those CPOs may not be voted.
Item 4. PURPOSE OF TRANSACTION.
The Issuer (formerly known as Controladora Mexicana de
Comunicaciones, S.A. de C.V.) was formed in 1993 in connection with the
privatization by the Mexican government of certain Mexican television networks.
Mr. Salinas was an original investor of the Issuer upon its public auction at
that time. In 1997, the Issuer made its IPO in the United States by the offering
of ADSs, which were listed on the New York Stock Exchange. As noted in Item 3,
in connection with the IPO, Mr. Salinas acquired Series A Shares pursuant to the
Saba Agreement. The purpose of such acquisition was to maintain a controlling
interest following the IPO.
Mr. Salinas exercised the options described above, and he and
Azteca Holdings acquired other Series A Shares after the IPO, for investment
purposes.
CUSIP NO. 901145102 PAGE 7 OF 13
The Reporting Persons are continually evaluating and reviewing
their present and future interests in and intentions with respect to the Issuer
and the Issuer's business affairs, financial position and prospects. Based on
such evaluation and review, general economic and industry conditions, and other
factors that the Reporting Persons deem relevant, the Reporting Persons may
consider from time to time various courses of action of the types described in
clauses (a) through (j) of Item 4 of Schedule 13D. Such actions may include,
among other things, the acquisition of Series A Shares or CPOs, as appropriate,
through open market purchases, privately negotiated transactions, tender offers,
exchange offers, a merger, a reorganization or other business combination
transaction, or otherwise, as applicable, or the Reporting Persons may sell all
or a portion of the Series A Shares in privately negotiated transactions or in
the open market, in each case subject to the factors and conditions referred to
above. In addition, the Reporting Persons may formulate other purposes, plans or
proposals regarding the Issuer or any of its securities to the extent deemed
advisable in light of general investment and trading policies, market conditions
or other factors.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
Based upon information received from the Issuer, the ownership
percentages contained herein assume that there are 4,612,214,089 Series A Shares
outstanding, the number as of November 30, 2004. For this purpose, the
97,468,004 Series A Shares subject to the options exercised by Mr. Salinas in
December 2004 are not considered outstanding except solely for the purpose of
calculating his beneficial ownership of Series A Shares.
(i) Azteca Holdings beneficially owns an aggregate of
3,308,693,409 Series A Shares (approximately 71.74% of the total number of
Series A Shares outstanding). Azteca Holdings beneficially owns 3,119,793,128
Series A Shares directly and 188,900,281 Series A Shares by virtue of being the
sole shareholder of Cotsa. Azteca Holdings exercises sole voting and dispositive
power with respect to all such Series A Shares.
(ii) Mr. Salinas beneficially owns an aggregate of
3,572,043,605 Series A Shares (approximately 75.85% of the total number of
Series A Shares outstanding including, solely for purposes of calculation, the
Series A Shares issuable upon the exercise of the options as noted above).
CUSIP NO. 901145102 PAGE 8 OF 13
Mr. Salinas holds 165,882,192 Series A Shares directly and the right to acquire
97,468,004 Series A Shares. Mr. Salinas also beneficially owns the 3,308,693,409
Series A Shares beneficially owned by Azteca Holdings by virtue of his control
position with respect to Azteca Holdings. Mr. Salinas exercises sole voting and
dispositive power with respect to the 3,572,043,605 Series A Shares he reports.
(c) Except as set forth above, no Reporting Person nor,
to the best knowledge of each Reporting Person, any person identified in Item 2
hereof, has effected any transaction in Series A Shares during the preceding 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) As set forth in the Issuer's Form 20-F for the year
ended December 31, 2003 (the "20-F"), Grupo Elektra, S.A. de C.V. ("Elektra"), a
Mexico corporation controlled by Mr. Salinas, made loans to Azteca Holdings to
finance the acquisition of the Issuer. While a large portion of the loans were
repaid by September 1994, the outstanding balances of the Elektra loans,
together, approximately Ps. 334.4 million (including Ps. 83 million of accrued
but unpaid interest), were assumed by Comunicaciones Avanzadas, S.A. de C.V.
("CASA"), a Mexico corporation also controlled by Mr. Salinas, on March 26,
1996, and Azteca Holdings was released from its obligations under the loan. As
further set forth in the 20-F, concurrently with the assumption of Azteca
Holdings' debt, CASA consummated a transaction with Elektra pursuant to which
Elektra purchased Series N shares of CASA and entered into, among other things,
a share exchange agreement dated March 25, 1996 (the "Share Exchange
Agreement"). Pursuant to the Share Exchange Agreement, Elektra has the right to
exchange such Series N shares, in whole or in part, at any time until March 26,
2006, for approximately 226.4 million CPOs of the Issuer owned by Azteca
Holdings.
(b) See Item 3 regarding the payment terms for the
options.
(c) As of December 31, 2004, 539,007,975 Series A Shares
were pledged by Azteca Holdings as follows:
44,830,578 CPOs to secure its 10 3/4% Notes;
494,177,397 CPOs to secure its 12 1/2% Notes.
CUSIP NO. 901145102 PAGE 9 OF 13
In addition, there is a "negative pledge" by Azteca Holdings
of 2,301,957,280 Series A Shares pursuant to the indentures relating to the
Notes referred to above.
(d) On November 10, 2004, Corporacion RBS, S.A. de C.V.,
a Mexico corporation wholly owned by Mr. Salinas, entered into a credit
agreement with Banco Inbursa, S.A. Institucion de Banca Multiple, Grupo
Financiero Inbursa for US$65 million. Mr. Salinas pledged 142,630,100 CPOs and
Azteca Holdings pledged 46,711,062 Series A Shares to secure this loan. The
maturity date of this loan is November 10, 2005.
CUSIP NO. 901145102 PAGE 10 OF 13
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Joint Filing Agreement, dated as of March 31, 2005, between Azteca
Holdings, S.A. de C.V. and Ricardo B. Salinas Pliego.
B. Power of Attorney of each Reporting Person, dated as of December 24,
2004.
C. The Share Exchange Agreement, dated March 25, 1996, between Grupo
Elektra, S.A. de C.V. and Azteca Holdings, S.A. de C.V., together with
an English translation (incorporated by reference to Exhibit 4.1 of the
Annual Report on Form 20-F of the Azteca Holdings, S.A. de C.V. for the
year ended December 31, 2000 (Registration No. 333-7776))
CUSIP NO. 901145102 PAGE 11 OF 13
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 31, 2005
AZTECA HOLDINGS, S.A. DE C.V.
By: /s/ Jose Abraham Garfias
------------------------------
Name: Jose Abraham Garfias
Title: Attorney-In-Fact
RICARDO BENJAMIN SALINAS PLIEGO
By: /s/ Jose Abraham Garfias
------------------------------
Name: Jose Abraham Garfias
Title: Attorney-In-Fact
CUSIP NO. 901145102 PAGE 12 OF 13
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF AZTECA HOLDINGS, S.A. DE C.V.
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS CITIZENSHIP
---- -------------------- ---------------- -----------
Ricardo B. Salinas Pliego President and Chairman of Periferico Sur No 4121 Mexico
the Board Col Fuentes Del Pedregal
Mexico D.F. 14141
Diego Foyo Mejia Chief Executive Officer Periferico Sur No 4121 Mexico
Col Fuentes Del Pedregal
Mexico D.F. 14141
Hector Romero Tovar Chief Financial Officer Periferico Sur No 4121 Mexico
Col Fuentes Del Pedregal
Mexico D.F. 14141
Pedro Padilla Longoria Director Periferico Sur No 4121 Mexico
Col Fuentes Del Pedregal
Mexico D.F. 14141
Francisco X. Borrego Director Periferico Sur No 4121 Mexico
Col Fuentes Del Pedregal
Mexico D.F. 14141