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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.__)(1)
quepasa.com, inc.
-----------------
(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
74833W107
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(Cusip Number)
Alan Sokol
Chief Operating Officer
Telemundo Network Group LLC
2425 Olympic Boulevard, Suite 4050 West
Santa Monica, California 90404
(310) 571-3906
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1999
------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 15 Pages)
- ------------------------
(1) 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 coverage.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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CUSIP NO. 74833W107 Page 2 of 15 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SPE Mundo Investment Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF (See Item 5)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY (See Item 5)
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH (See Item 5)
REPORTING 10 SHARED DISPOSITIVE POWER
(See Item 5)
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000(2) Beneficial Ownership disclaimed pursuant to
Rule 13d-4. (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14 TYPE OF REPORTING PERSON*
HC
- ------------------
(2) Includes 1,000,000 shares of Common Stock issuable upon the conversion
of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)).
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CUSIP NO. 74833W107 Page 3 of 15 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Telemundo Network Group LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY (See Item 5)
EACH
9 SOLE DISPOSITIVE POWER
REPORTING (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000(3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14 TYPE OF REPORTING PERSON*
OO
- ----------------
(3) Includes 1,000,000 shares of Common Stock issuable upon the conversion
of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)).
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CUSIP NO. 74833W107 Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Pictures Entertainment Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES (See Item 5)
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY (See Item 5)
EACH
9 SOLE DISPOSITIVE POWER
REPORTING (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000(4) Beneficial Ownership disclaimed pursuant to Rule 13d-4.
(See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14 TYPE OF REPORTING PERSON*
CO
- -------------------
(4) Includes 1,000,000 shares of Common Stock issuable upon the conversion
of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)).
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SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of common stock,
par value $.001 per share (the "Common Stock"), and a warrant (the
"Warrant") to purchase shares of Common Stock, of quepasa.com, inc., a
Nevada corporation (the "Issuer"). The Issuer's principal executive
offices are located at 400 East Van Buren, 4th Floor, Phoenix, Arizona,
85004.
Item 2. Identity and Background.
(a), (b), (c) and (f)
This statement on Schedule 13D is being filed by Sony Pictures
Entertainment Inc. ("SPE"), SPE Mundo Investment Inc. ("SPE Mundo") and
Telemundo Network Group LLC ("Telemundo", and together with SPE and SPE
Mundo, the "Reporting Persons").
SPE is a Delaware corporation with its principal business and office
located at 10202 West Washington Boulevard, Culver City, California
90232. SPE's global operations encompass motion picture production and
distribution, television programming and syndication, home video
acquisition and distribution, operation of studio facilities,
development of new entertainment products, services, and technologies,
and distribution of filmed entertainment in 67 countries. SPE
indirectly owns one hundred percent (100%) of the common stock of SPE
Mundo.
SPE Mundo is a California corporation with its principal business and
office located at 10202 West Washington Boulevard, Culver City,
California 90232. SPE Mundo's principal business is holding the
investment in, and acting as managing member of, Telemundo. SPE Mundo
owns fifty percent (50%) of the membership interests in, and is the
managing member of, Telemundo.
Telemundo is a Delaware limited liability company with its principal
business and office located at 2425 Olympic Boulevard, Suite 4050 West,
Santa Monica, California 90404. Telemundo's principal business is to
provide Spanish language television broadcasting to the Hispanic market
in the United States.
The names, citizenship, business address and principal occupations or
employments of each of the executive officers and directors of SPE, SPE
Mundo and Telemundo are set forth in Annex I, which is incorporated
herein by reference.
(d) and (e)
During the last five years none of the Reporting Persons nor, to their
knowledge, any person named in Annex I hereto has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of a
such proceeding 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 violations
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 600,000 shares of Common Stock (the "Shares") and Warrant were
issued by the Issuer to Telemundo in exchange for a $5.0 million
advertising credit on the Telemundo Television Network, such credit to
be applied in $1.0 million increments over 5 years.
Page 5 of 15 Pages
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The Issuer also agreed to purchase an additional $1.0 million of
advertising from Telemundo to be broadcast over twenty-six (26) weeks
commencing in August 1999.
Item 4. Purpose of Transaction.
The Shares and Warrant reported herein as beneficially owned by
Telemundo were purchased for investment purposes. Depending on the
periodic evaluations of the Issuer's business and prospects, and upon
future developments (including, but not limited to, market prices of
the Common Stock and availability and alternative uses of funds, as
well as conditions in the securities markets and general economic and
industry conditions), Telemundo may acquire additional securities of
the Issuer or sell all or a portion of the Shares, the Warrant or the
shares of Common Stock issuable upon exercise of the Warrant or other
securities of the Issuer, now owned or hereafter acquired. Except as
otherwise described herein, the Reporting Persons, and to the best
knowledge of the Reporting Persons, any person identified on Annex I
hereto, do not have any plans or proposals relating to or which would
result in any of the transactions described in Items 4(a)-(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As of June 24, 1999, Telemundo may be deemed to beneficially own
1,600,000 shares of Common Stock, which include 1,000,000 shares of
Common Stock issuable upon exercise of the Warrant, representing 10.8 %
of the outstanding class of Common Stock of the Issuer.
SPE owns one hundred percent (100%) of the common stock of SPE Mundo
and SPE Mundo owns fifty percent (50%) of the membership interests in,
and is the managing member of, Telemundo. On account of the
relationships described in Item 2 and this Item 5, for purposes of Rule
13(d) under the Act, SPE and SPE Mundo may be deemed to be the
beneficial owners and share voting and dispositive power over the
Shares, the Warrant and the shares of Common Stock issuable upon
exercise of the Warrant . Each of SPE and SPE Mundo disclaims
beneficial ownership of these securities and their filing of this
Schedule 13D shall not be deemed an admission that they are beneficial
owners or have voting or dispositive power over such securities for any
purposes under the Act.
Except as otherwise described herein, the Reporting Persons, and to the
best knowledge of the Reporting Persons, any person identified on Annex
I hereto, do not beneficially own any securities of the Issuer.
(c)
None of the Reporting Persons has effected any transactions in Common
Stock during the past 60 days.
(d) and (e)
Not Applicable
Page 6 of 15 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as otherwise described herein, the Reporting Persons, and to the
best knowledge of the Reporting Persons, any person identified on Annex
I hereto, do not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement dated as of July 6, 1999 by and among
SPE, SPE Mundo and Telemundo.
Annex I
Executive Officers and Directors of Sony Pictures Entertainment Inc.,
SPE Mundo Investment Inc. and Telemundo Network Group LLC.
Page 7 of 15 Pages
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Signatures
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 6, 1999 SPE Mundo Investment Inc.
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By: /s/ Leah E. Weil
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Name: Leah E. Weil
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Title: Senior Vice President
and Assistant Secretary
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Telemundo Network Group LLC
By: /s/ Alan Sokol
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Name: Alan Sokol
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Title: Chief Operating Officer
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Sony Pictures Entertainment Inc.
By: /s/ Leah E. Weil
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Name: Leah E. Weil
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Title: Assistant Secretary
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Page 8 of 15 Pages
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Annex I
Directors and Executive Officers
The following table sets forth the name, business address and present
principal employment of each director and executive officer of Sony Pictures
Entertainment Inc., SPE Mundo Investment Inc. and each member of Telemundo
Network Group LLC.
Sony Pictures Entertainment Inc.
Executive Officers and Directors
As of July 1, 1999
Name and Business Addresses Citizen Title
- --------------------------- ------- -----
John N. Calley U.S. Chairman, President and Chief
10202 West Washington Blvd. Executive Officer
Culver City, CA 90232
Robert J. Wynne U.S. Co-President and
10202 West Washington Blvd. Chief Operating Officer
Culver City, CA 90232
Masayuki Nozoe Japan Executive Vice President
10202 West Washington Blvd.
Culver City, CA 90232
Jon Feltheimer U.S. Executive Vice President
10202 West Washington Blvd.
Culver City, CA 90232
Ronald N. Jacobi U.S. Executive Vice President,
10202 West Washington Blvd. General Counsel and Secretary
Culver City, CA 90232
Yair Landau U.S. Executive Vice President,
10202 West Washington Blvd. Corporate Development and
Culver City, CA 90232 Strategic Planning
Beth Berke U.S. Executive Vice President,
10202 West Washington Blvd. Human Resources
Culver City, CA 90232
Joseph W. Kraft U.S. Senior Vice President and
10202 West Washington Blvd. Treasurer
Culver City, CA 90232
Robert H. Moses U.S. Vice President
555 Madison Avenue
New York, NY 10022
Leah Weil U.S. Assistant Secretary
10202 West Washington Blvd.
Culver City, CA 90232
Page 9 of 15 Pages
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Name and Business Addresses Citizen Title
- --------------------------- ------- -----
Jared Jussim U.S. Assistant Secretary
10202 West Washington Blvd.
Culver City, CA 90232
Robert Eichhorn U.S. Assistant Secretary
555 Madison Avenue
New York, NY 10022
Michael Winchester U.S. Assistant Treasurer
10202 West Washington Blvd.
Culver City, CA 90232
Lynne R. Shulim U.S. Assistant Treasurer
10202 West Washington Blvd.
Culver City, CA 90232
Howard Stringer U.S. Chairman of the Board of
550 Madison Avenue Directors, Director
New York, NY 10022
Norio Ohga Japan Director
7-35, Kitashinagawa 6-chome,
Shinagawa-ku,
Tokyo 141-0001
Japan
Nobuyuki Idei Japan Director
7-35, Kitashinagawa 6-chome,
Shinagawa-ku,
Tokyo 141-0001
Japan
Tsunao Hashimoto Japan Director
7-35, Kitashinagawa 6-chome,
Shinagawa-ku,
Tokyo 141-0001
Japan
Tamotsu Iba Japan Director
7-35, Kitashinagawa 6-chome,
Shinagawa-ku,
Tokyo 141-0001
Japan
John N. Calley U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Peter G. Peterson U.S. Director
345 Park Avenue, 31st Floor
New York, New York 10154
H. Paul Burak U.S. Director
575 Madison Avenue
New York, New York 10022
Teruo Masaki Japan Director
Page 10 of 15 Pages
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Name and Business Addresses Citizen Title
- --------------------------- ------- -----
7-35, Kitashinagawa 6-chome,
Shinagawa-ku,
Tokyo 141-0001
Japan
Page 11 of 15 Pages
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SPE Mundo Investment Inc.
Executive Officers and Directors
As of July 1, 1999
Name and Business Addresses Citizen Title
- --------------------------- ------- -----
Jon Feltheimer U.S. President
10202 West Washington Blvd.
Culver City, CA 90232
Andrew J. Kaplan U.S. Senior Executive Vice President
10202 West Washington Blvd.
Culver City, CA 90232
Ronald N. Jacobi U.S. Executive Vice President,
10202 West Washington Blvd. General Counsel and Secretary
Culver City, CA 90232
Michael Grindon U.S. Executive Vice President
10202 West Washington Blvd.
Culver City, CA 90232
Leah Weil U.S. Senior Vice President and
10202 West Washington Blvd. Assistant Secretary
Culver City, CA 90232
Joel Grossman U.S. Senior Vice President and
10202 West Washington Blvd. Assistant Secretary
Culver City, CA 90232
Joseph W. Kraft U.S. Senior Vice President and
10202 West Washington Blvd. Treasurer
Culver City, CA 90232
Robert H. Moses U.S. Vice President
555 Madison Avenue
New York, NY 10022
Vicki R. Solmon U.S. Assistant Secretary
10202 West Washington Blvd.
Culver City, CA 90232
Robert Eichhorn U.S. Assistant Secretary
555 Madison Avenue
New York, NY 10022
Michael Winchester U.S. Assistant Secretary
10202 West Washington Blvd.
Culver City, CA 90232
Charles Falcetti U.S. Controller
10202 West Washington Blvd.
Culver City, CA 90232
Page 12 of 15 Pages
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Name and Business Addresses Citizen Title
- --------------------------- ------- -----
Peter Halt U.S. Assistant Controller
10202 West Washington Blvd.
Culver City, CA 90232
Lynne R. Shulim U.S. Assistant Treasurer
10202 West Washington Blvd.
Culver City, CA 90232
Janel Clausen U.S. Assistant Treasurer -
10202 West Washington Blvd. Risk Management
Culver City, CA 90232
Beth Berke U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Ronald N. Jacobi U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Leah Weil U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Page 13 of 15 Pages
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Telemundo Network Group LLC
Name and Business Addresses Citizen Title
- --------------------------- ------- -----
Peter Tortorici U.S. President and Chief Executive
2425 Olympic Blvd., Suite 4050 Officer
Santa Monica, CA 90404
Alan Sokol U.S. Chief Operating Officer
2425 Olympic Blvd., Suite 4050
Santa Monica, CA 90404
Jon Feltheimer U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Andy Kaplan U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Michael Grindon U.S. Director
10202 West Washington Blvd.
Culver City, CA 90232
Robert Bennett U.S. Director
9197 South Peoria Street
Englewood, CO 80112
David Koff U.S. Director
9197 South Peoria Street
Englewood, CO 80112
Gary Howard U.S. Director
9197 South Peoria Street
Englewood, CO 80112
Page 14 of 15 Pages
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EXHIBIT 1
AGREEMENT
The undersigned hereby agree to file a joint statement on Schedule 13D and
amendments thereto pertaining to the shares of Common Stock of quepasa.com, inc.
This agreement may be terminated for any reason by any party hereto immediately
upon the person delivery or facsimile transmission of notice to that effect to
the other parties hereto.
Dated: July 6, 1999 SPE Mundo Investment Inc.
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By: /s/ Leah E. Weil
---------------------------
Name: Leah E. Weil
---------------------------
Title: Senior Vice President
and Assistant Secretary
---------------------------
Telemundo Network Group LLC
By: /s/ Alan Sokol
---------------------------
Name: Alan Sokol
---------------------------
Title: Chief Operating Officer
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Sony Pictures Entertainment Inc.
By: /s/ Leah E. Weil
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Name: Leah E. Weil
---------------------------
Title: Assistant Secretary
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Page 15 of 15 Pages
