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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. 12)
THE ACTAVA GROUP INC.
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(Name of Issuer)
$1.00 PAR VALUE COMMON STOCK
- - - - - - - - - - - - - - - - - - - -
(Title of Class of Securities)
361028-10-3
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(CUSIP Number)
MICHAEL M. EARLEY
PRESIDENT AND CHIEF OPERATING OFFICER,
TRITON GROUP LTD.,
550 WEST C STREET,
SAN DIEGO, CA 92101
(619) 231-1818
- - - - - - - - - - - - - - - - - - - -
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 12, 1995
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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. 361028-10-3 SCHEDULE 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRITON GROUP LTD.
33-0318116
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 WC
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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
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,413,598
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,413,598
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.26%
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TYPE OF REPORTING PERSON*
14
CO, HC
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*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.
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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: 945 East Paces Ferry Road
Suite 2210
Atlanta, GA 30326
Item 2. Identity and Background.
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This Amendment No. 12 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 October 12, 1995, Triton entered into a letter agreement with Actava
pursuant to which Actava agreed to register approximately 3,000,000 shares of
Actava Common Stock held by Triton on a Form S-3 registration statement (the
"Form S-3"). The Form S-3 is to be prepared by Actava and filed with the
Securities and Exchange Commission within ten (10) days following the date of
the agreement. Pursuant to the agreement, Actava will use all reasonable efforts
to cause the Form S-3 to remain effective until ninety (90) days after the
consummation of the proposed mergers (the "Mergers") of Actava with Orion
Pictures Corporation, MCEG Sterling Incorporated and Metromedia International
Telecommunications Inc., or, if later, ninety (90) days after the effectiveness
of the Form S-3. Triton agreed that, upon the filing of the Form S-3, Triton
will deliver to Actava proxies in blank executed by Triton covering all of
Triton's shares of Actava Common Stock, which will enable Actava's proxyholders
to vote all of the Actava shares held by Triton in favor of the Mergers. Triton
will not revoke, amend or rescind such proxies, unless proxies are required to
be resolicited from all stockholders of Actava as a result of a material change
in the information regarding the Mergers contained in the Proxy
Statement/Form S-4 Registration Statement of Actava. Triton also agreed to pay
certain reasonable out-of-pocket expenses incurred by Actava in effecting the
registration. Triton and Actava will cooperate with each other to ensure the
concurrent application of the net proceeds of any offering first to repay in
full all obligations of Triton under the Amended and Restated Loan Agreement
between Triton and Actava, currently approximately $18,000,000. In addition,
Actava and Triton will provide the other with certain indemnification regarding
the Form S-3.
Subject to favorable market conditions, including, in particular, the stock
price of the Actava Common Stock, Triton intends to sell all or a portion of its
shares of Actava Common Stock being registered under the Form S-3. Triton
anticipates that such sales will primarily consist of block sales to
institutions, but also may involve open market transactions or other
transactions effected through registered broker dealers. Actava has agreed with
Triton to use its reasonable efforts to assist Triton in its sales effort.
In addition, Triton may distribute a portion of its shares of Actava Common
Stock to its stockholders.
Under the letter agreement, Triton agreed with Actava that, subject to the
consummation of the Mergers, Triton waives the provisions of the Amended and
Restated Stockholder Agreement dated as of June 25, 1993 between Triton and
Actava requiring that the Board of Directors of Actava consist of nine members
and providing that Triton would be entitled to designate one or two members of
the Board of Directors of Actava.
Page 3 of 5 Pages
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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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The information set forth in Item 6 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
The letter agreement between Triton and Actava referred to in Item 4 hereof
pursuant to which Actava agreed to register approximately 3,000,000 shares of
Actava Common Stock held by Triton on a Form S-3 registration statement is filed
herewith as Exhibit 17 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
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The information set forth in Item 7 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
17. Letter Agreement dated October 12, 1995 between Triton Group Ltd. and
The Actava Group Inc.
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: October 12, 1995 TRITON GROUP LTD.
By: /s/ JOHN C. STISKA
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Name: John C. Stiska
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Title: Chief Executive Officer
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Page 5 of 5 Pages
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EXHIBIT 17
October 12, 1995
Triton Group Ltd.
550 West C Street, Suite 1880
San Diego, California 92101
Ladies and Gentlemen:
This letter is to confirm that you have requested that The Actava Group
Inc. ("Actava") register approximately 3,000,000 of the Actava shares held by
Triton Group Ltd. ("Triton") on Form S-3, and Actava agrees to do so on the
following terms:
1. The S-3 registration statement will be prepared by Actava and
filed with the Securities and Exchange Commission ("SEC") as promptly as
practicable, but in no event later than ten (10) days from the date hereof.
Triton will provide Actava with information regarding Triton and its plan of
distribution for inclusion in the Form S-3 registration statement. Actava will
use all reasonable efforts to have the Form S-3 declared effective as soon as
practicable. The Form S-3 will incorporate by reference the Proxy Statement/S-4
Registration Statement with respect to the proposed mergers of Actava, Orion,
MCEG Sterling and MITI (the "Mergers"). Actava will also use all reasonable
efforts to register or qualify the shares under applicable Blue Sky laws in such
jurisdictions as any broker or dealer involved in the sale of such shares may
reasonably request as long as such qualification does not subject Actava to
general service of process in a state.
2. Actava agrees to use all reasonable efforts to cause the Form S-3
registration statement to remain effective until ninety (90) days after the
consummation of the Mergers, or, if later, 90 days after effectiveness. In the
event that such effectiveness lapses for any period or Actava notifies Triton
not to use such S-3 for any period, such ninety (90)-day period will be extended
by the period of lapse or non-use.
3. The Form S-3 will specify that Triton's plan of distribution will
involve the sale of the Actava shares primarily through block transactions but
also through open market transactions or other transactions effected through
registered broker dealers. Triton acknowledges that the offering will not be
underwritten. Actava will use its reasonable efforts to assist Triton in the
selling effort and agrees to make available a senior executive officer to attend
marketing meetings with broker dealers acceptable to Actava.
4. Triton agrees that, upon the filing of the Form S-3 registration
statement, it will deliver to Actava proxies in blank executed by Triton
covering all of Triton's shares of Actava Common Stock, which will enable
Actava's proxyholders to vote all of the shares of Actava's common stock held by
Triton in favor of the Mergers. Triton agrees that it will not revoke, alter or
amend such proxies, unless proxies are required to be resolicited from all
stockholders of Actava as a result of a material change in the information
regarding the Mergers contained in the Proxy
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Statement/S-4 Registration Statement. Triton acknowledges that the supplement to
the Proxy Statement/S-4 relating to this agreement does not constitute a
resolicitation of proxies. After the filing of the Form S-3, Actava will use its
best efforts to cause the Form S-3 to be declared effective by the SEC as
promptly as practicable.
5. Triton agrees to cooperate with and provide such additional
information to Actava as Actava may reasonably request in order to register the
shares as provided for herein.
6. All expenses incurred by Actava in effecting any registrations
and/or sales of shares pursuant to this letter (including, without limitation,
all registration and filing fees, printing expenses of the S-3 (but not the
Proxy Statement/S-4), Blue Sky expenses, auditors' fees relating solely to the
Form S-3 registration statement and reasonable fees and expenses of counsel to
Actava associated therewith) shall be paid by Triton, provided that in no event
shall the counsel fees exceed $25,000 and provided that Actava will pay all of
its internal costs. In addition, Triton agrees to pay the reasonable costs and
expenses associated with preparation and mailing of a supplement to the Proxy
Statement/S-4 with respect to the contents of this letter and Triton's Amendment
to its Schedule 13D filing, up to a maximum of $35,000.
7. In connection with the registration of the Actava shares under
the Securities Act of 1933, as amended (the "Act"), Actava will agree to
indemnify and hold harmless Triton and each other person who participates in the
offering or sale of such shares and their respective directors, officers,
partners, agents and affiliates against any losses, claims, damages, liabilities
(or actions or proceedings, whether commenced or threatened, in respect
thereof), joint or several, and expenses (collectively, a "Loss" or "Losses") to
which such party may become subject, insofar as such Losses relate to any untrue
statement or omission, or alleged untrue statement or omission, made in the
registration statement under which such shares were registered under the Act
(other than the information provided by Triton for inclusion in the Form S-3
registration statement); and Triton will agree to indemnify and hold harmless
Actava and each person who participates in the offering or sale of such shares
and their respective directors, officers, partners, agents and affiliates
against any Losses to which such party becomes subject, insofar as such Losses
relate to any untrue statement or omission, or alleged untrue statement or
omission, made in such registration statement in reliance upon and in conformity
with written information furnished to Actava by Triton expressly for use in such
registration statement.
8. Triton may distribute Actava shares to its stockholders. In such
event, Triton will, upon request, furnish any Triton stockholder with a copy of
the Proxy Statement/S-4 (or the most recent SEC periodic reports) of Actava.
Actava agrees to furnish Triton, at no cost, sufficient copies of the Proxy
Statement/S-4 (or the most recent SEC periodic reports) to satisfy any such
requests.
9. Actava will provide Triton and its counsel such reasonable access
to Actava, its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
Triton's counsel, to conduct a reasonable "due diligence" investigation within
the meaning of the Act. Triton will maintain the confidentiality of any
confidential information received from or otherwise made available by Actava to
Triton.
10. Triton and Actava recognize their respective obligations under
the Amended Loan Agreement and Pledge Agreement, and both parties agree to
cooperate with each other to ensure the release of the Actava shares for sale
pursuant to the Form S-3 registration statement and the concurrent application
of the net proceeds of any offering first to repay in full all obligations of
Triton under the Amended Loan Agreement.
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11. Attached as Exhibits A and B to this letter are an Amendment to
Triton's Schedule 13D regarding the Actava shares and a Press Release, in the
forms that they will be filed or issued promptly after the execution of this
letter.
12. Subject to the consummation of the Mergers, Triton hereby waives
the provisions of the Amended and Restated Stockholder Agreement dated as of
June 25, 1993 between Triton and Actava requiring that the Board of Directors of
Actava consist of nine members and providing that Triton would be entitled to
designate one or two members of the Board of Directors of Actava.
13. This letter agreement may be executed in counterparts.
If the foregoing correctly sets forth our agreement, please so
indicate by signing below.
THE ACTAVA GROUP INC.
By:
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Name:
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Title:
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TRITON GROUP LTD.
By:
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Name:
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Title:
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