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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
THE ACTAVA GROUP INC.
- - - - - - - - - - - - - - - - - - - -
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
- - - - - - - - - - - - - - - - - - - -
(Title of Class of Securities)
361028-10-3
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(CUSIP Number)
MICHAEL M. EARLEY
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER,
TRITON GROUP LTD.
550 WEST C STREET, SUITE 1880
SAN DIEGO, CA 92101
(619) 231-1818
- - - - - - - - - - - - - - - - - - - -
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 15, 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
disclosure 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 361028-10-3 13D
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRITON GROUP LTD.
33-0318166
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
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SOURCE OF FUNDS*
4 W/C
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 4,413,598
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,413,598
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,413,598
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.03
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO, HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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Item 1. Security and Issuer.
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Security: Common Stock, $1.00 Par Value ("Common Stock")
Issuer: The Actava Group Inc., formerly Fuqua Industries, Inc.,
("Actava"), a Delaware corporation
Address: 4900 Georgia-Pacific Center
Atlanta, GA 30303
Item 2. Identity and Background.
-----------------------
This Amendment No. 10 to Schedule 13D is being filed by Triton Group Ltd.
("Triton"), a Delaware corporation (as successor to Intermark, Inc.). The
principal business and offices of Triton are located at 550 West C Street, 18th
Floor, San Diego, CA 92101.
There is no change to the remaining information contained in Item 2 of
Schedule 13D, as amended to date.
Item 3. Source and Amount of Funds or Other Consideration.
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There is no change to the information contained in Item 3 of Schedule 13D,
as amended to date.
Item 4. Purpose of Transaction.
----------------------
The information set forth in Item 4 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
On March 15, 1994, Michael Cahr, a director of Triton, was elected to
the Board of Directors of Actava. Mr. Cahr was nominated by Triton
pursuant to the terms of the Amended Stockholders Agreement, dated as of
June 25, 1993, between Triton and Actava under which Triton has the right
to designate two of the nine members of Actava's Board of Directors.
Richard Nevins was previously elected to Actava's Board of Directors as a
representative of Triton.
As previously stated, Triton has received a bank commitment for a loan
that would enable Triton to prepay in full the remaining balance of
approximately $27 million due under the Amended and Restated Loan
Agreement between Triton and Actava. This commitment is subject to certain
conditions and is scheduled to be funded on or about March 31, 1994. Triton
may seek to impose certain
Page 3 of 5 Pages
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requirements on Actava as a condition to Triton's prepayment of the loan,
including, but not limited to, possible additional nominees of Triton on
Actava's Board of Directors. Triton supports the effort of Actava's Board
of Directors in its search for a new President and Chief Executive Officer
of Actava. Triton has suggested that Actava's Board of Directors convene a
meeting prior to the loan prepayment by Triton to Actava to consider
further these matters.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
There is no change to the information contained in Item 5 of Schedule 13D
as amended to date.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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There is no change to the information contained in Item 6 of Schedule 13D
as amended to date.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
Page 4 of 5 Pages
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SIGNATURE
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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: March 15, 1994 TRITON GROUP LTD.
By: /s/John C. Stiska
---------------------------------
Name: John C. Stiska
Title: President and Chief Executive Officer
Page 5 of 5 Pages
