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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. 11)
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)
FEBRUARY 15, 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
-----------------------------------------------------------
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 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.55%
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TYPE OF REPORTING PERSON*
14
CO, HC
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*SEE INSTRUCTION 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: 4900 Georgia-Pacific Center
Atlanta, GA 30303
Item 2. Identity and Background.
-----------------------
This Amendment No. 11 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 August 31, 1994, The Actava Group Inc. entered into letters of
intent relating to the proposed combination with Orion Pictures
Corporation, MCEG Sterling Incorporated and Metromedia International
Telecommunications Inc. Under the announced proposal the combined
enterprise is to be named Metromedia International Group, Inc. and would be
a global media, entertainment and communications company. As proposed,
Metromedia Company and its affiliates, including John W. Kluge, would
control in excess of 50% of the voting power of the surviving entity.
Page 3 of 5 Pages
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Triton's review of preliminary materials regarding this combination and
representations by Actava's President and CEO lead Triton to believe at this
time that this combination represents a highly speculative and risky venture.
As Actava's largest shareholder, Triton is opposed to this proposed
transaction and is encouraging Actava's Board of Directors and management to
evaluate other alternative business strategies and to exercise their
obligations diligently under Delaware law relating to the sale of the
company.
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: February 15, 1995 TRITON GROUP LTD.
By: /s/ MICHAEL M. EARLEY
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Name: Michael M. Earley
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Title: President and Chief Executive Officer
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Page 5 of 5 Pages
