<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
THE ACTAVA GROUP INC.
- - - - - - - - - - - - - - - - - - - -
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
- - - - - - - - - - - - - - - - - - - -
(Title of Class of Securities)
361028-10-3
- - - - - - - - - - - - - -
(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 2, 1994
- - - - - - - - - - - - - -
(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 13 Pages
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CUSIP NO. 361028-10-3 13D PAGE 2 OF 13 PAGES
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- ------------------------------------------------------------------------------
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) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
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
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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
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*SEE INSTRUCTION BEFORE FILLING OUT!
2
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THIS FILING IS BEING MADE TO AMEND AND RESTATE IN FULL THE SCHEDULE 13D AND
AMENDMENTS THERETO FILED BY TRITON GROUP LTD. WITH RESPECT TO THE COMMON STOCK
OF THE ACTAVA GROUP INC. IN ORDER TO COMPLY WITH THE ELECTRONIC FILING
REQUIREMENTS OF RULE 101(A)(2)(II) OF SUBPART 232.100 OF REGULATION S-T, WHICH
ARE NOW APPLICABLE TO THE ACTAVA GROUP INC.
Item 1: Security and Issuer.
-------------------
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 Amended and Restated Schedule 13D, reflecting Amendment No. 9 to said
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, Suite 1880, San Diego, CA
92101. Triton is an operating/holding company
Attached hereto as Appendix A is a list of the current Directors and
Executive Officers of Triton. Neither Triton, nor to the best of its knowledge,
any of the Executive Officers or Directors of Triton has during the last five
years (ii) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
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 and state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Triton has acquired the 4,413,598 shares of Common Stock shares of Common
Stock reported herein through open market or private purchases and the exercise
of options purchased by Triton. The aggregate amount of funds required for such
purchases since 1988 was approximately $140,000,000 (inclusive of concessions)
and was obtained from working capital of Triton.
Item 4. Purpose of Transaction.
----------------------
Triton's purpose in purchasing the Actava Common Stock was to further its
ultimate objective of acquiring voting control of Actava. Triton has not
formulated any specific plan or proposal in this regard and, as indicated
3
<PAGE>
below, there can be no assurance that any such plan or proposal will be
developed or as to the term(s) or the timing of any such plan or proposal.
Subject to applicable legal requirements and the factors referred to below,
Triton may purchase from time to time, in open market or privately negotiated
transactions, additional shares of Actava Common Stock. In determining whether
to purchase additional shales of Common Stock and in formulating any plan or
proposal to acquire voting control of Actava, Triton intends to consider various
factors, including Actava's financial condition, and business and prospects,
other developments concerning Actava, price levels of Actava Common Stock, other
opportunities available to Triton, developments with respect to Triton's
business and general economic, money and stock market conditions. In addition,
depending upon, among other things, the matters referred to above, Triton may
determine to dispose of all or a portion of its shares of Actava Common Stock.
Except as otherwise described in Item 6 hereof, Triton has no present plans
for a sale or transfer of a material amount of the assets of Actava or its
subsidiaries; a material change in the present capitalization or dividend policy
of Actava; a material change in Actava's business or corporate structure; a
change in Actava's charter or bylaws which may impede the acquisition of control
by any person; a delisting of a class of securities of Actava; or a termination
of registration of a class of equity securities of Actava pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or any action
similar to any of those enumerated above.
On January 29, 1993, Triton and its former parent, Intermark, Inc.
("Intermark") filed, in the Bankruptcy Court for the Southern District of
California, the Joint Plan of Reorganization of Intermark, Inc., Triton Group
Ltd., the Official Intermark Committee of Unsecured Creditors and the Official
Triton Committee of Unsecured Creditors (the "Joint Plan"). In the Joint Plan,
Triton, among other things, proposed to modify the Loan Agreement, dated as of
November 27, 1991 (the "Loan Agreement") by and between Actava and Triton, more
fully described in Item 6 hereof, to eliminate the right of first refusal
granted therein by Triton to Actava to purchase any or all of the shares of
Actava Common Stock owned by Triton, and to eliminate certain other covenants
contained in the Loan Agreement.
On June 4, 1993, the Second Amended Joint Plan of Reorganization of
Intermark, Inc., Triton Group Ltd., the Official Intermark Committee of
Unsecured Creditors and the Official Triton Committee of Unsecured Creditors was
confirmed by the Bankruptcy Court for the Southern District of California.
Actava was classified as an impaired creditor under Class 1 thereof.
In connection with the treatment of Actava under the Joint Plan, on June
25, 1993 Triton and Actava entered into an Amended and Restated Loan Agreement,
Amended and Restated Promissory Note, Amended and Restated Pledge Agreement,
Amended and Restated Stockholder Agreement, Side Letter and Mutual Release (the
"Restated Actava Loan Documents").
4
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Under the Restated Actava Loan Documents, Actava shall have the benefit of the
covenants, mandatory prepayment obligations, right of first refusal and mutual
releases as more fully set forth in the Restated Actava Loan Documents. Triton
and Actava have entered into an Amended and Restated Stockholder Agreement (the
"Amended Stockholder Agreement"), dated as of June 25, 1993. For so long as
Triton owns twenty percent (20%) or more of the outstanding Actava Common Stock,
the Amended Stockholder Agreement requires the Actava Board to increase its
membership in size from seven (7) to nine (9), and gives Triton the right to
designate up to two (2) individuals to serve as Actava Directors. A person
designated by Triton to be an Actava Director cannot be a present or former
officer or employee of Triton or any current affiliate of Triton.
Pursuant to the Amended Stockholder Agreement, in August 1993 Richard C.
Nevins was appointed to the Actava Board of Directors as a Designated Director
(as defined in the Amended Stockholder Agreement) of Triton. Mr. Nevins
continues to serve in such capacity. In addition, in February, 1994, Triton
nominated Mr. Michael Cahr, a director of Triton, to serve as a second
Designated Director on the Actava Board of Directors pursuant to the Amended
Stockholder Agreement.
In December, 1993, Triton announced that it had retained Patricof & Co.
Capital Corp. as its financial adviser to advise Triton with regard to its 25%
stake in Actava and alternatives available to Triton to maximize value from the
Actava holdings.
Triton has had discussions with the Board of Directors of Actava relating
to the performance of Actava and representation of Triton on the Actava Board,
but no agreement has been reached, except for the Amended and Restated
Stockholder Agreement discussed above. Triton intends to review its other
options with respect to Actava but has not settled upon any particular course of
action. Triton desires to work with Actava's Board of Directors and management
in an effort to realize value for all of Actava's shareholders.
On March 2, 1994, Triton executed a commitment letter with a bank lender to
enter into a loan agreement which will permit Triton to prepay in full its
obligations to Actava pursuant to the Amended and Restated Loan Agreement (which
has an outstanding balance of approximately $27 million as of the date hereof).
This commitment remains subject to the preparation of definitive documents and
to certain conditions of closing. Upon the payment in full of Triton's
obligations under the Loan Agreement, the pledge by Triton to Actava of the
shares of Actava Common Stock to secure Triton's obligations under the Loan
Agreement will be released, the restrictions upon the voting rights of such
shares imposed by the Amended Stockholder Agreement will lapse, and Actava's
rights of first refusal with respect to such shares will terminate.
5
<PAGE>
Triton has agreed to pledge to the bank lender, as security for the new
loan, the shares of Actava Common Stock currently pledged to Actava as well as
certain other assets of Triton.
Triton intends to communicate with up to ten major holders of Actava Common
Stock with respect to the strategic direction and performance of Actava. Triton
has determined that it will not make any further decisions with respect to its
holdings of Actava Common Stock until it has seen the results of such
communications.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) 4,413,598 shares of Common Stock (25.03%).
(b) Triton has sole power to vote or direct the vote, and sole power to
dispose of or direct the disposition of the above shares, subject to
the Restated Loan Documents.
(c) Triton has made the following open market or private purchases of an
aggregate of 4,413,598 shares of Common Stock:
<TABLE>
<CAPTION>
Date Shares Price Per Share
-------- --------- ---------------
<S> <C> <C>
08-31-88 12,600 $ 26.95
09-01-88 4,800 26.88
09-02-88 26,700 27.18
09-06-88 13,100 27.54
09-07-88 12,500 27.55
09-08-88 145,100 28.62
09-12-88 48,400 28.60
09-13-88 79,300 28.79
09-14-88 74,200 29.40
09-15-88 6,700 29.05
09-16-88 35,000 29.05
09-19-88 63,200 28.73
10-27-88 150,000 33.05
11-04-88 24,400 30.05
11-07-88 75,600 29.72
01-11-89 1,311,984 36.00
06-09-89 41,700 30.770
06-19-89 86,900 30.000
06-20-89 21,714 30.500
06-21-89 18,000 30.875
06-23-89 679,400 29.890
06-26-89 20,000 29.750
06-27-89 24,200 29.860
06-30-89 150,000 29.875
07-06-89 64,200 29.347
07-07-89 39,000 29.192
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Date Shares Price Per Share
-------- --------- ---------------
<S> <C> <C>
07-20-89 25,000 28.50
07-21-89 15,000 28.00
07-24-89 5,000 27.75
07-28-89 65,000 27.75
07-31-89 157,000 28.00
08-07-89 3,600 28.00
08-08-89 26,700 28.375
08-09-89 10,000 28.750
08-10-89 18,000 28.889
08-11-89 58,800 29.123
08-14-89 83,600 29.211
08-17-89 85,200 30.176
08-18-89 59,300 30.129
08-21-89 74,700 30.240
08-22-89 62,000 30.193
08-23-89 47,000 30.186
08-24-89 25,000 30.369
08-25-89 31,100 30.637
08-28-89 25,500 30.625
08-29-89 60,400 30.750
08-30-89 48,500 30.750
08-31-89 50,700 30.904
09-01-89 37,000 31.191
09-05-89 16,300 31.000
09-06-89 3,700 30.625
10-31-89 15,800 29.00
07-22-93 75,000 $ 8.09
</TABLE>
(d) None
(e) N/A
7
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
As of May 22, 1989, Triton and Actava entered into a Stockholder Agreement
setting forth certain conditions established by the Board of Directors of Actava
to its approval, pursuant to Section 203(a)(1) of the Delaware General
Corporation Law ("DGCL"), of the purchase by Triton of in excess of 15 percent
of the outstanding shares of Actava Common Stock in open market or private
purchases (the "Stockholder Agreement"). The terms "Affiliate", "Business
Combination", "Interested Stockholder" and "Voting Stock" so used herein shall
have the meanings ascribed in Section 203(c) of the DGCL.
The Stockholder Agreement provided that Triton might not engage, nor cause
any Affiliate of Triton to engage, in any Business Combination with Actava
without the prior approval of a majority of the Disinterested Directors of the
Board of Directors of Actava. The Stockholder Agreement further provided that
the Board of Directors of Actava would consist of not less than seven members,
at least three of whom would be Disinterested Directors; that Triton would cause
all shares of Voting Stock owned by it or its Affiliates to be voted for
Actava's nominees to the Board of Directors; and that Triton would promptly
notify Actava of the date Triton became an Interested Stockholder of Actava, or
owner of 15 percent of the outstanding shares of common stock of Actava, as that
term is defined in Section 203(c) of the DGCL.
The term of the Stockholder Agreement was set to expire after the third
anniversary of the date Triton became an Interested Stockholder. A true and
correct copy of the Stockholder Agreement is attached hereto as Exhibit "16".
On November 27, 1991, Actava and Triton entered into a Loan Agreement (the
"Loan Agreement") whereby Actava agreed to extend a three-year credit facility
to Triton providing for borrowings up to a maximum of $32 million. A true and
correct copy of the Loan Agreement is attached hereto as Exhibit "12". Proceeds
of the facility were used to retire bank debt of Triton and one of its
subsidiaries, and for working capital.
In addition, Actava and Triton entered into a First Amendment to
Stockholder Agreement (the "First Amendment") whereby the term of the
Stockholder Agreement was extended to the latter of: (a) July 9, 1993; or (b)
12 months after satisfaction of all obligations under the Loan Agreement, but in
no event later than November 27, 1994 or the date thereafter upon which all
obligations under the Loan Agreement have been satisfied. A true and correct
copy of the First Amendment is attached hereto as Exhibit "13".
In connection with the Loan Agreement, Actava and Triton entered into a
Stock Pledge Agreement (the "Pledge Agreement") whereby Triton pledged all the
4,338,598 shares of Actava Common Stock then owned by it to Actava as collateral
for performance under the Loan Agreement, and Triton granted a right of first
refusal to purchase any or all of the shares of Actava Common
8
<PAGE>
Stock owned by Triton. The Pledge Agreement provided that Triton would notify
Actava if it received a bona fide offer to dispose of any or all of its Actava
Common Stock, and Actava would have 15 days to exercise its right of first
refusal to purchase the Actava Common Stock from Triton on the same terms and
conditions. Actava was required to consummate the transaction within 45 days
after giving notice of its intention to purchase such shares. A true and
correct copy of the Pledge Agreement is attached hereto as Exhibit "14."
On January 29, 1993, Triton and Intermark filed in the Bankruptcy Court for
the Southern District of California the Joint Motion, described more fully in
Item 4 hereof, which sought, among other things, to eliminate Actava's right of
first refusal to purchase any or all of the shares of Actava Common Stock held
by Triton.
As described in Item 4 above, pursuant to the Joint Plan, Triton and Actava
executed the Restated Actava Loan Documents, effective as of June 25, 1993.
Under the Restated Actava Loan Documents, Actava is entitled to receive (i)
during the period from June 25, 1993 (the "Effective Date") to April 1, 1997,
interest on the principal amount of its Allowed Claim (pursuant to the Joint
Plan) to accrue from the Effective Date at a rate of Prime plus one and one-half
percent (1 1/2%) for the first six months following the Effective Date, Prime
plus two percent (2%) for the next six months following the Effective Date and
Prime plus two and one-half percent (2 1/2%) for the balance of the term of the
loan, with such interest payable in cash in arrears on a quarterly basis, and
(ii) on April 1, 1997, a cash payment equal to the unpaid principal balance of
such Allowed Claim. Under the Restated Actava Loan Documents, Actava shall have
the benefit of the covenants, mandatory prepayment obligations, right of first
refusal and mutual releases as more fully set forth in the Restated Actava Loan
Documents.
Pursuant to the Amended Stockholder Agreement, in August 1993 Richard C.
Nevins was appointed to the Actava Board of Directors as a Designated Director
(as defined in the Amended Stockholder Agreement) of Triton. Mr. Nevins
continues to serve in such capacity. In addition, in February, 1994, Triton
nominated Mr. Michael Cahr, a director of Triton, to serve as a second
Designated Director on the Actava Board of Directors pursuant to the Amended
Stockholder Agreement.
On December 7, 1993, Triton and Actava executed a further amendment to the
Loan Agreement (the "Second Amendment") pursuant to which Triton made a
principal prepayment of $5,000,000 plus accrued interest on the loan and the
loan repayment was revised to provide for quarterly principal payments of
$1,250,000 on March 31, June 30, September 30 and December 31 of each year,
commencing March 31, 1994, with the remaining principal balance of the loan due
and payable on April 1, 1997. In addition, the Second Amendment provided that
for purposes of the Mandatory Payment (margin call) provisions of the Loan
Agreement, the per share value of Actava Common Stock would not be less than
$7.50. Also in connection with execution of the Second Amendment, Triton and
Actava executed a First
9
<PAGE>
Amendment to Amended and Restated Stock Pledge Agreement pursuant to which
Triton granted Actava a security interest in 75,000 additional shares of Actava
Common Stock owned by Triton. The foregoing summary of the revised loan and
stock pledge agreements between Triton and Actava is qualified in its entirety
by reference to the revised loan agreements, promissory note and stock pledge
agreement which are filed as Exhibits "5" through "10" hereto.
In connection with the refinancing described in Item 4 of this Amendment
No. 9 to Triton's Schedule 13D, Triton as of March 2, 1992 has agreed to pledge
to the bank lender, as security for the new loan, all of the shares of Actava
Common Stock now or hereafter held by Triton as well as certain other assets of
Triton. In connection with the bank commitment letter, Actava, Triton and the
bank lender have entered into an agreement dated as of February 28, 1994, and to
become effective upon the closing of the new loan, which provides registration
rights and certain other rights to the bank lender with respect to the shares of
Actava Common Stock to be pledged by Triton.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Second Amendment to the Amended and Restated Loan Agreement
between Triton Group Ltd. and The Actava Group Inc. dated
December 7, 1993.*
2. Amended and Restated Promissory Note of Triton Group Ltd. to The
Actava Group Inc. dated December 7, 1993.*
3. First Amendment to Amended and Restated Stock Pledge Agreement
between Triton Group Ltd. and The Actava Group Inc. dated
December 7, 1993.*
4. First Amendment to the Amended and Restated Loan Agreement
between Triton Group Ltd. and The Actava Group Inc. dated August
19, 1993.*
5. Amended and Restated Loan Agreement by and between The Actava
Group Inc. and Triton Group Ltd., dated June 25, 1993.*
6. Amended and Restated Stockholder Agreement by and between Triton
Group Ltd. and The Actava Group Inc., dated June 25, 1993.*
7. Amended and Restated Stock Pledge Agreement by and between Triton
Group Ltd. and The Actava Group Inc., dated as of June 25, 1993.*
10
<PAGE>
8. Amended and Restated Promissory Note made by Triton Group Ltd. to
the order of The Actava Group Inc., dated June 25, 1993.*
9. Mutual Release between Triton Group Ltd. and The Actava Group
Inc., dated June 25, 1993.*
10. Side Letter from The Actava Group Inc. to Triton Group Ltd.,
dated June 25, 1993.*
11. Second Amended Joint Plan of Reorganization of Intermark, Inc.,
Triton Group Ltd., the Official Intermark Committee of Unsecured
Creditors and the Official Triton Committee of Unsecured
Creditors, as Modified by First and Second Plan Modifications,
dated June 4, 1993.*
12. Loan Agreement dated November 27, 1991 between The Actava Group
Inc. and Triton Group Ltd.*
13. First Amendment to Stockholder Agreement dated November 27, 1991
between The Actava Group Inc. and Triton Group Ltd.*
14. Stock Pledge Agreement dated November 27, 1991 between The Actava
Group Inc. and Triton Group Ltd.*
15. Unconditional Guaranty dated November 27, 1991 from Intermark
Inc. to The Actava Group Inc.*
16. Stockholder Agreement dated May 22, 1989 between The Actava Group
Inc. and Triton Group Ltd.*
- -------
* Previously filed.
11
<PAGE>
SIGNATURE
---------
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 7, 1994 TRITON GROUP LTD.
By: /s/John C. Stiska
---------------------------------
Name: John C. Stiska
Title: President and Chief Executive Officer
12
<PAGE>
APPENDIX A
----------
Triton Group Ltd.
-----------------
The name, business address, and the present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each Director and
Executive Officer of Triton are as follows:
Directors:
- ---------
John C. Stiska - President and Chief Operating Officer, Triton Group
Ltd.
Michael M. Earley - Senior Vice President and Chief Financial Officer,
Triton Group Ltd.
Michael Cahr - Venture Group Manager, Allstate Venture Capital,
Allstate Insurance Co.
Richard Tartre - Managing Director, Eden Financial Group and FundMark
Investment Company.
Executive Officers:
- ------------------
John C. Stiska - President and Chief Executive Officer.
Michael M. Earley - Senior Vice President and Chief Financial Officer.
Mark G. Foletta - Vice President, Controller and Secretary
The business address of each of the above-mentioned individuals is 550
West C Street, Suite 1880, San Diego, CA 92101. Each of such individuals is a
citizen of the United States of America.
13
