<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
THE ACTAVA GROUP INC.
- - - - - - - - - - - - - - - - - - - -
(Name of Issuer)
$1.00 PAR VALUE COMMON STOCK
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 17, 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 1,413,598
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,413,598
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,413,598
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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
8.09%
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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.
-------------------
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.
-----------------------
This Amendment No. 13 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 16, 1995, the registration statement on Form S-3 registering
3,000,000 shares of Actava Common Stock held by Triton was declared effective by
the Securities and Exchange Commission.
On October 17, 1995, Triton sold all 3,000,000 shares of Actava Common
Stock pursuant to the Form S-3 in open market transactions through registered
broker dealers. The net proceeds of the sale amounted to approximately $49.5
million, of which approximately $18 million will be used to repay, in full,
Triton's obligations to Actava under the Amended and Restated Loan Agreement
between Triton and Actava.
As noted in Amendment No. 12 to Triton's Schedule 13D, Triton has delivered
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 these
shares in favor of the proposed mergers (the "Mergers") of Actava with Orion
Pictures Corporation, MCEG Sterling Incorporated and Metromedia International
Telecommunications Inc.
As a result of the sale of 3,000,000 shares of Actava Common Stock,
Triton's ownership of Actava Common Stock has been reduced to below 10% of the
outstanding Common Stock. The Amended and Restated Stockholder Agreement between
Triton and Actava provides that if Triton's ownership of Actava Common Stock is
reduced to less than 10%, the Amended and Restated Stockholder Agreement will
terminate, Triton will not be entitled to designate any directors to the Actava
Board of Directors, and Actava may, at its option, require Triton's two
designees on the Actava Board of Directors to resign. Notwithstanding the
foregoing, upon consummation of the Mergers, Actava will not have any Triton
designees on its Board of Directors.
Page 3 of 5 Pages
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Item 5. Interest in Securities of the Issuer.
-------------------------------------
The information set forth in Item 5 of Triton's Schedule 13D, as amended,
is hereby amended as follows:
(a) 1,413,598 shares of Common Stock (8.09%).
(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; provided, however,
that Triton has delivered to Actava proxies with respect to the proposed mergers
described in Item 4 hereof.
(c) Triton has made the following open market sales through registered
broker dealers over the New York Stock Exchange and other markets of an
aggregate of 3,000,000 shares of Common Stock since its most recent filing on
Schedule 13D:
<TABLE>
<CAPTION>
Date Shares Price Per Share
---- ------ ---------------
<S> <C> <C>
10-17-95 3,000,000 $16.875*
*Including commissions of $.375 per share of Common Stock.
</TABLE>
(d) A portion of the proceeds from the sale of 3,000,000 shares of Actava
Common Stock will be used to repay, in full, Triton's obligations to Actava
under the Amended and Restated Loan Agreement between Triton and Actava, as
described in Item 4 hereof.
(e) N/A
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: October 18, 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
