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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 16 )*
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Telemundo Group, Inc.
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(Name of Issuer)
Common Stock Series A Par Value $.01
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(Title of Class of Securities)
87943M 30 6
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(CUSIP Number)
Howard E. Steinberg, Senior Vice President and General Counsel
Reliance Group Holdings Inc., Park Avenue Plaza, New York, NY 10055
(212) 909 1100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 30, 1994
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(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 of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 purpose 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).
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CUSIP No. 87943M 30 6 13D Page __ of __ Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELIANCE GROUP HOLDINGS, INC.
13 3082071
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE DISPOSITIVE POWER
1,023,728
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,728
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,728
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, Series A, $.01 par value per
share (the "Security") of Telemundo Group, Inc. (the "Issuer"), whose principal
executive offices are located at 2290 West 8th Avenue, Hialeah, Florida 33010.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby by amended as follows:
By deleting the second, third, fourth and sixth paragraphs thereof and
adding in their place the following:
Approximately 47.1% of the common voting stock of RGH is owned by
Saul P. Steinberg, members of his family and an affiliated trust. As a result
of his stock holdings in RGH, Saul P. Steinberg may be deemed to control RGH.
The principal executive offices of RGH are located at Park Avenue Plaza,
New York, New York 10055.
Item 2 is further amended as follows:
The names, addresses and principal occupations of the directors and
executive officers of RGH are unchanged from those previously filed in this
Schedule except that the information with respect to Dean W. Case shall be
amended to read in its entirety as follows:
Dean W. Case Director, RGH
Reliance Insurance Company
4 Penn Center Plaza
Philadelphia, PA 19103
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the Shares beneficially owned by RGH, 330,000 were purchased by RIC
for an aggregate purchase price of $2,445,700. The remaining 693,728 Shares
beneficially owned by RGH were purchased by RIC's insurance subsidiary, United
Pacific Insurance Company ("UPIC"), for an aggregate purchase price of
$4,987,904.32. The source of funds for each of the aforementioned purchases was
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer's plan of reorganization (the "Plan") was consummated on
December 30, 1994. Pursuant to the terms of the Plan, all of the Issuer's
common stock outstanding prior to such consummation (including the 21,633,137
shares beneficially owned by RGH) was extinguished. 993,728 Shares
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were purchased in connection with the consummation of the Plan. The additional
30,000 Shares purchased by RIC were purchased for investment as part of the
general investment portfolio of RIC.
Subject to availability and price and subject to applicable laws and
regulations, each of RIC and UPIC may increase their holdings or may dispose of
all or a portion of the Shares on terms and at prices determined by them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 shall be amended to read in its entirety as follows:
The Shares beneficially owned by RGH total 1,023,728 shares, and to the
best knowledge of RGH, comprise approximately 10.2% of the outstanding shares of
common stock of the Issuer (based on a total of 10,000,000 shares of common
stock outstanding as obtained from filings made by the Issuer in connection with
the consummation of the Plan, including shares of the Issuer's Common Stock,
Series B) and approximately 23.3% of the initially outstanding shares of
Issuer's Common Stock, Series A (based on a total of 4,388,394 shares of
Issuer's Common Stock, Series A as obtained from the Issuer). RIC and UPIC own
directly 330,000 and 693,728, respectively, of such Shares. RGH has sole voting
and dispositive power over all of the Shares beneficially owned by it.
The 300,000 Shares purchased by RIC and the 693,728 Shares purchased by
UPIC were purchased at a price per share of $7.19 on December 30, 1994 in
privately negotiated transactions entered into in connection with the
consummation of the Plan. The Standby Purchase Agreement pursuant to which the
693,728 Shares were purchased was previously filed as an exhibit to this
Schedule. Of the 30,000 remaining Shares beneficially owned by RGH, all were
purchased by RIC in open market transactions. 10,000 of those Shares were
purchased on December 1, 1994 at a purchase price of $9.00 per Share and 20,000
were purchased on December 19, 1994 at a purchase price of $9.935 per Share.
2
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To the best knowledge of RGH, set forth below is a list of the persons
in Item 2 who beneficially own (with sole voting and dispositive power) the
Shares:
<TABLE>
<CAPTION>
Percent of
Name Shares Owned Outstandinq Shares (1)
---- ------------ ----------------------
<S> <C> <C>
George E. Bello 8,960 *
Philip S. Sherman 164 *
Howard E. Steinberg (2) 220 *
</TABLE>
(1) An asterisk indicates that the shares owned are less than 1% of the class.
(2) Includes 96 shares held by Howard E. Steinberg as custodian for his
children, as to which he disclaims beneficial ownership.
The Shares owned by the persons set forth above were purchased by them
on December 30, 1994 pursuant to the exercise of rights to purchase Shares at
$7.19 per Share. The rights were obtained by such persons pursuant to a pro rata
distribution thereof to all common stockholders in connection with the Plan. The
shares of common stock previously reported being owned by persons identified in
Item 2 were extinguished in connection with the Plan.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the terms of the Plan, RIC is entitled to designate two
members to the initial Board of Directors of the Issuer and together with
holders of certain claims in the reorganization is entitled to designate one
additional member chosen from the management of the Issuer.
3
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 30, 1994
RELIANCE GROUP HOLDINGS, INC.
By: /s/ James E. Yacobucci
_____________________________
Name: James E. Yacobucci
Title: Senior Vice President
Investments
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