UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2325, 2009

UNIVISION COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-12223		95-4398884
(Commission File Number)		(IRS Employer Identification No.)

001-12223

(Commission File Number)

95-4398884

(IRS Employer Identification No.)

605 Third Avenue, 12th Floor

New York, NY 10158

(Address of principal executive offices)

(212) 455-5200

(Registrant’s telephone number, including area code)

NONo ~~CHANGE~~Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM 2~~Item 8.~~02.~~01 ~~RESULTS~~Other ~~OF OPERATIONS AND FINANCIAL CONDITION~~Events.

~~Univision~~Tender ~~Communications~~Offer ~~Inc (the “Company”) currently forecasts net revenue for the second quarter of 2009 to be low single digit percentage points below second quarter of 2008 net revenue of $541.4 million,~~ and ~~operating~~Consent ~~income before~~Solicitation depreciation and amortization (“OIBDA”) for the second quarter of 2009 to be at or above OIBDA of $221.6 million for the second quarter of 2008. The Company’s expectation is based on higher contributions from subscriber fees as a result of recently negotiated multi-year distribution agreements with cable, satellite and telecom providers, the favorable impact of certain previously disclosed cost-saving initiatives initiated by the Company during the fourth quarter of 2008, and the recent stabilization in advertising related revenue.

~~Net~~Univision ~~revenue~~Communications ~~for the second quarter of 2008 was originally reported at $533~~Inc.~~1 million~~ ~~and OIBDA for the second quarter of 2008 was originally reported as $219.9 million in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008~~ (the “~~2008 10-Q~~Company”). ~~The~~announced ~~adjusted~~that, ~~net~~pursuant ~~revenue~~to ~~of $541.4 million reflects (i)~~ the ~~addition~~terms of ~~net~~its previously ~~revenue~~announced oftender ~~$5.4~~offer ~~million~~to ~~from~~purchase ~~the~~up ~~reclassification of certain assets of the Company’s radio and television reporting units~~ to ~~continuing~~$500,000,000 ~~operations~~aggregate ~~from~~principal ~~discontinued~~amount ~~operations during the fourth quarter~~ of ~~2008,~~its ~~and~~outstanding ~~(ii) the reclassification of $2~~7.9850% ~~million~~Senior ofSecured ~~music~~Notes ~~license~~due ~~fees~~2011 and ~~affiliate~~consent ~~station~~solicitation ~~compensation~~for consents to ~~operating~~certain ~~expense~~proposed ~~which~~amendments ~~were~~to ~~previously~~the ~~classified~~indenture asgoverning ~~a reduction of net revenue. The adjusted OIBDA of $221.6 million~~such ~~reflects~~notes (i) the ~~addition~~“Indenture”), ofholders ~~operating income~~ of $2491.4 million ~~from~~aggregate ~~the~~principal ~~reclassification~~amount of ~~certain assets of~~ the ~~Company’s~~outstanding ~~radio~~notes ~~and~~(approximately ~~television~~98.3%) ~~reporting~~have ~~units~~validly totendered ~~continuing~~their ~~operations~~notes ~~from~~and ~~discontinued~~have ~~operations~~validly ~~during~~delivered the ~~fourth~~requisite ~~quarter of~~consents ~~2008,~~for ~~and (ii)~~ the ~~deduction~~proposed ofamendments prior ~~$0.7 million relating~~ to ~~payments~~the ~~under~~expiration ~~protest~~of ~~paid under~~ the ~~Company’s~~early ~~program~~tender ~~license~~time ~~agreement~~of ~~with~~5:00 ~~Grupo Televisa S.A. (“Televisa”)~~pm, ~~which~~New ~~was~~York ~~reclassified~~City totime, ~~license~~on ~~fees~~June 23, in2009. ~~direct operating~~A ~~expenses~~copy ~~during the fourth quarter~~ of ~~2008, following~~ the Company’s ~~settlement~~press ofrelease ~~its~~announcing ~~litigation~~the ~~with~~early ~~Televisa~~tender inresults ~~January~~is ~~2009~~furnished herewith as Exhibit 99.1.

~~The~~Holders ~~Company uses the key indicator~~ of ~~OIBDA~~these tonotes ~~evaluate~~that ~~its~~are ~~operating~~accepted ~~performance and~~ for ~~planning~~purchase ~~and~~will ~~forecasting~~receive ~~future~~the ~~business~~total ~~operations.~~consideration ~~OIBDA is commonly used as a measure~~ of ~~performance~~$1,000 ~~for~~per ~~broadcast companies~~$1,000 ~~and~~principal ~~provides investors~~amount ~~the~~of ~~opportunity to evaluate the Company’s performance as it is viewed by management. In addition~~notes, ~~OIBDA~~which isincludes ~~used by investors to measure~~ a ~~company’s~~consent payment ~~ability~~of to$30 ~~service~~per ~~debt~~$1,000 ~~and~~principal ~~other~~amount ~~cash needs. OIBDA as presented above is adjusted for purposes~~ of ~~calculating~~notes, ~~OIBDA~~plus asany ~~defined~~accrued inand ~~the~~unpaid ~~senior~~interest ~~secured~~up ~~credit facilities~~ to, ~~exclude~~but ~~certain expenses. OIBDA as presented above also does~~ not ~~reflect~~including, the ~~benefit~~settlement ~~for~~date. ~~certain~~As ~~income~~of ~~taxes~~the ~~which~~early ~~was~~tender ~~included in calculating OIBDA under its senior secured credit facilities~~time, ~~before it was amended on June 19, 2009, or~~ the ~~provision~~right of aholders ~~fixed~~of ~~amount~~notes ~~reflecting a GAAP tax benefit included in calculating OIBDA under its senior secured credit facilities, as amended. The Company’s senior secured credit facilities also allows it~~ to ~~make~~receive ~~certain~~the ~~pro~~total ~~forma~~consideration ~~adjustments for purposes~~ of ~~calculating certain financial covenants~~$1,000 ~~some of which would be applied to OIBDA. These pro forma adjustments are not reflected in~~per ~~OIBDA~~$1,000 asprincipal ~~presented~~amount ~~above. The Company previously provided a reconciliation~~ of ~~OIBDA~~notes ~~to operating income~~ for ~~the~~validly ~~second~~tendered ~~quarter~~notes ofand ~~2008~~validly intendered ~~the~~consents ~~2008 10-Q under “Part I, Item 2. Management’s Discussion~~ and ~~Analysis~~the ofright ~~Financial~~to ~~Condition and~~withdraw ~~Results~~any ofpreviously ~~Operations—Results~~tendered ofnotes ~~Operations”~~terminated.

~~The~~Holders ~~above~~of ~~statements~~notes ~~contain~~that ~~estimates~~are ofvalidly ~~the~~tendered ~~Company’s~~after ~~preliminary second~~the ~~quarter~~foregoing ~~2009~~early ~~financial~~tender ~~information.~~time ~~Since~~but ~~the~~on ~~second~~or ~~quarter~~prior isto ~~not~~the ~~complete~~expiration ~~and~~of the ~~Company~~tender ~~will~~offer ~~review~~and ~~its~~consent ~~financial~~solicitation and ~~operating~~accepted ~~results~~will ~~following~~receive the ~~closing~~tender offer consideration of ~~the~~$970 ~~books~~per ~~after~~$1,000 principal ~~June 30~~amount of notes, ~~actual~~plus ~~results~~any ~~may~~accrued ~~differ~~and ~~materially~~unpaid ~~from~~interest ~~the statements~~up ~~contained~~to, inbut ~~this~~not ~~Form~~including, ~~8-K~~the settlement date. The ~~Company~~tender ~~plans~~offer and consent solicitation will expire at 12:00 midnight, New York City time, on July 8, 2009, unless extended, and, subject to ~~release~~the ~~its~~satisfaction ~~second~~of ~~quarter~~the ~~financial~~conditions ~~information~~set forth in the ~~first~~offer ~~half~~to ofpurchase ~~August~~and consent solicitation, the Company expects to accept for purchase and settle all notes tendered on July 9, 2009.

~~This~~Based ~~Form~~on ~~8-K contains “forward-looking statements” within~~ the ~~meaning~~consents ~~of the Private Securities Litigation Reform Act of 1995~~received, ~~including statements about~~ the Company’s ~~expectation for its net revenue~~ and ~~OIBDA for~~ the ~~second~~trustee ~~quarter~~under ~~of 2009. These forward-looking statements reflect~~ the ~~Company’s~~Indenture ~~current views with respect to future events and~~ are ~~based~~expected ~~on assumptions and subject~~ to ~~risks~~enter ~~and~~into ~~uncertainties.~~a ~~Factors~~supplemental indenture that ~~could~~will, ~~cause~~once ~~actual~~operative, ~~results~~amend ~~to differ materially from those expressed or implied by~~ the Indenture ~~forward-looking~~to ~~statements~~allow ~~include:~~ the ~~preliminary nature of the~~ Company’s ~~financial~~(other ~~and~~than ~~operating~~during ~~results for~~ the ~~second~~existence ~~quarter~~ of ~~2009~~an ~~and~~event ~~any changes following the closing~~ of ~~the~~default ~~books~~under ~~after June 30, 2009; any impact of~~ the ~~economic~~Indenture) ~~crisis on our business and financial condition, including reduced advertising revenue; failure~~ to ~~service~~eliminate ~~our~~the ~~debt;~~liens ~~inability~~covenant toin ~~comply~~the ~~with~~Indenture ~~our~~at ~~bank~~its ~~credit agreement governing our senior secured credit facilities~~option, ~~including financial covenants~~ and ~~ratios;~~to ~~cancellation,~~release ~~reductions or postponements of advertising; write downs of~~ the ~~carrying~~collateral ~~value~~relating ~~of assets due~~ to ~~impairment and inability to realize~~ the ~~full~~notes. ~~value~~The ofamendments ~~our~~will ~~intangible assets; failure of our new or existing businesses to produce projected revenues or cash flows; our reliance on~~also ~~Televisa~~eliminate ~~for a significant amount of our network programming; failure to obtain~~ the ~~benefits~~reporting ~~expected~~and ~~from~~certain ~~cross-promotion of media; regional downturns in economic conditions in those areas where our stations are located; possible strikes or~~ other ~~union~~ ~~job~~covenants ~~actions; changes in the rules~~ and ~~regulations~~will ofwaive the ~~Federal~~applicability ~~Communications Commission; failure to reach agreement with cable operators on acceptable “retransmission consent” terms; a decrease in the supply or quality~~ of ~~programming;~~ ~~an increase in~~ the ~~cost~~liens ofcovenant ~~programming; an increase~~ in the ~~preference~~Indenture ~~among~~as ~~Hispanics~~to ~~for English-language programming;~~ the ~~need~~Company’s ~~for~~12% ~~any~~Senior ~~unanticipated~~Secured ~~expenses;~~Notes ~~competitive~~due ~~pressures~~2014, ~~from~~which ~~other~~are ~~broadcasters~~expected ~~and other entertainment and news media; potential impact of new technologies; our pending trial with Televisa with respect~~ to ~~Internet~~be ~~issues;~~issued ~~unanticipated~~on ~~interruption in our broadcasting for any reason~~July 9, ~~including~~2009. ~~acts of terrorism; our ability to access our remaining~~The ~~holdings~~supplemental inindenture ~~the~~will ~~Reserve~~not ~~Primary~~become ~~Fund;~~operative aunless ~~failure to achieve profitability;~~ and ~~growth~~until orthe ~~anticipated~~notes ~~cash~~are ~~flows~~accepted ~~from~~for ~~acquisitions~~purchase.

~~Actual results~~The ~~may~~terms ~~differ~~of ~~materially~~the ~~due~~tender tooffer ~~these risks~~ and ~~uncertainties~~consent solicitation asare ~~well~~detailed ~~as those described~~ in the Company’s ~~filings~~offer ~~with~~to ~~the~~purchase ~~Securities~~ and ~~Exchange~~consent ~~Commission.~~solicitation ~~The~~statement ~~Company~~and ~~assumes~~a norelated ~~obligation~~letter toof ~~update~~transmittal, ~~forward-looking~~each ~~information~~dated inas ~~this~~ of June 10, 2009.

~~Form~~Item ~~8-K~~9.01 Financial Statements and Exhibits.

~~ITEM~~(d) ~~8.01. OTHER EVENTS.~~Exhibits

The conditions to the effectiveness of the amendment to the Company’s credit agreement for its senior secured credit facilities, as previously reported in its Form 8-K filed on June 11, 2009, have been satisfied, and the amendment to the credit agreement became effective on June 19, 2009. On June 19, 2009, the Company repaid with cash on hand (with simultaneous reductions in the related commitments) its revolving loans in an amount equal to $150 million, reducing the Company’s revolving credit facility to $600 million.


Exhibit No.		Description
99.1		Press Release, dated June 25, 2009

SIGNATURES

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 hereunto duly authorized.

		UNIVISION COMMUNICATIONS INC.
Date: June 30, 2009	UNIVISION COMMUNICATIONS INC.
		(Registrant)
	By: /s/ Peter H. Lori
	By:	/s/ PETER H. LORI
	Name: Peter H. Lori Title: Senior Vice President and Chief Accounting Officer
Date June 23, 2009		Peter H. Lori
		Senior Vice President and Chief Accounting Officer

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