FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2004
Commission File Number: 3337776
TV Azteca, S.A. de C.V.
(Translation of registrant's name into English)
Periferico Sur, No. 4121, Col. Fuentes del Pedregal, 14141 Mexico D.F., 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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby 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- ________
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, thereunto duly authorized.
TV AZTECA, S.A. DE C.V.
--------------------------------
(Registrant)
Date: January 6, 2004
By: /S/ OTHON FRIAS
-----------------------------
Name: Othon Frias
Title: Attorney-in-fact
[TV Azteca's logo]
TV AZTECA
UNEFON HOLDINGS CREATED AS LEGAL ENTITY FOR
TV AZTECA'S SPLIT-OFF TELECOM INTEREST
FOR IMMEDIATE RELEASE
---------------------
MEXICO CITY, DECEMBER 24, 2003--TV Azteca, S.A. de C.V. (NYSE: TZA;
BMV: TVAZTCA), one of the two largest producers of Spanish language television
programming in the world, announced today the creation of Unefon Holdings, a
controlling company that owns a 46.5% equity stake in Unefon (BMV: UNEFONA) and
a 50% stake in Cosmofrecuencias, a wireless broadband Internet access provider,
as a legal Mexican entity (Sociedad Anonima) independent from TV Azteca.
TV Azteca board members were a key element in the separation process.
Starting early 2003 TV Azteca's Board unanimously decided against investing
additional resources in Unefon. In June, the Board agreed that the settlement
between Unefon and Nortel should be the sole responsibility of Unefon, with that
company bearing the costs of the process. The Board took this stance because TV
Azteca's six-year plan for cash usage is a financial priority for the company.
As previously announced, the cash plan entails cash distributions to
shareholders of over US$500 million and TV Azteca debt reduction of
approximately US$250 million by 2008. In October, the Board approved the split
off of TV Azteca's investment in Unefon. The decision to separate all
telecommunications assets from TV Azteca was finally ratified by TV Azteca
shareholders on December 19.
As a consequence, TV Azteca has returned to a pure play media company,
and existing TV Azteca shareholders will decide on their direct investment in
the new telecommunications business. TV Azteca shareholders will be given shares
of the new company in the same proportion of their TV Azteca ownership once
Unefon Holdings is publicly traded, which is expected to occur by the second
quarter of 2004.
For information regarding Unefon Holdings, please contact Hector
Romero, investor relations officer of Unefon Holdings at 3099-0060 in Mexico
City, hromero@gruposalinas.com.mx.
---------------------------
COMPANY PROFILE
TV Azteca is one of the two largest producers of Spanish language
television programming in the world, operating two national television networks
in Mexico, Azteca 13 and Azteca 7, through more than 300 owned and operated
stations across the country. TV Azteca affiliates include Azteca America
Network, a new broadcast television network focused on the rapidly growing US
Hispanic market; Unefon, a Mexican mobile telephony operator focused on the mass
market; and Todito.com, an Internet portal for North American Spanish speakers.
Except for historical information, the matters discussed in this press
release are forward-looking statements and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Risks that may affect TV Azteca are identified in its Form 20-F and
other filings with the US Securities and Exchange Commission.
INVESTOR RELATIONS:
Bruno Rangel Omar Avila
5255 3099 9167 5255 3099 0041
jrangelk@tvazteca.com.mx oavila@tvazteca.com.mx
MEDIA RELATIONS:
Tristan Canales Daniel McCosh
5255 3099 5786 5255 3099 0059
tcanales@tvazteca.com.mx dmccosh@tvazteca.com.mx
-2-
[Unefon Holdings' Logo]
UNEFON HOLDINGS
INDEPENDENT LEGAL COUNSEL TO BE SELECTED TO REVIEW
REPORTING OF A TRANSACTION OF UNEFON
FOR IMMEDIATE RELEASE
---------------------
MEXICO CITY, DECEMBER 24, 2003 -- Unefon Holdings, S.A. de C.V., a
controlling company recently split off from TV Azteca (NYSE: TZA; BMV: TVAZTCA),
owner of a 46.5% equity stake in Unefon (BMV: UNEFONA) and a 50% stake in
Cosmofrecuencias, a wireless broadband Internet access provider, announced today
that a specialized independent legal counsel is being selected to make
recommendations regarding differences in opinion concerning disclosures relating
to Unefon, in accordance with the Sarbanes-Oxley Act.
There is currently a disagreement regarding the facts and law
surrounding public filings. Although Mexican law does not require disclosure of
the above-mentioned issues, a special committee comprised of the independent
board members of the splitting company plans to promptly initiate a detailed
review of the issues relating to certain transactions involving Unefon, with the
assistance of a special US independent legal counsel. This review process
constitutes an "appropriate response" under the Sabanes-Oxley Act.
The transaction under review does not affect the financial statements
of Unefon, as detailed in reported financial results for the third quarter of
2003 and is independent of the operations and the reported results of other
Grupo Salinas companies. The company also noted the review process does not
affect the split off procedure of Unefon from TV Azteca.
COMPANY PROFILE
Unefon Holdings, S.A. de C.V. is a controlling company that owns a
46.5% equity stake in Unefon--a Mexican mobile telephony operator focused on the
mass market--and a 50% equity stake in Cosmofrecuencias--a wireless broadband
Internet access provider.
Except for historical information, the matters discussed in this press
release are forward-looking statements and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected.
INVESTOR RELATIONS:
Hector Romero
5255 3099 0060
hromero@gruposalinas.com.mx