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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
Telemundo Group, Inc.
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(Name of Issuer)
Series A Common Stock, $.01 par 87943M306
value
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(Title of class of securities) (CUSIP number)
Lawrence Levitt, Chief Financial Officer, Odyssey Partners, L.P.
31 West 52nd Street, New York, New York 10019 (212) 708-0600
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(Name, address and telephone number of person authorized to receive
notices and communications)
December 18, 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: When filing this statement in paper format, six copies of this
statement, including 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 shall not be
deemed to be "filed" for the purpose of Section 13 of the Securities
Exchange Act of 1934 (the "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. 87943M306 13D
1 NAME OF REPORTING PERSON: Odyssey Partners, L.P. (E.I. No.
13-5614745)
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 536,611 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 536,611 (See Item 5)
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 536,611 (See Item 5)
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.7% (See
Item 5)
14 TYPE OF REPORTING PERSON: PN
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This Amendment No. 2 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission on July 11, 1995, as amended by Amendment No. 1
thereto filed with the Securities and Exchange Commission on October
4, 1995, with respect to the Series A Common Stock, $.01 par value
(the "Series A Shares"), of Telemundo Group, Inc., a Delaware
corporation (the "Company"). The common stock, par value $.01 per
share, of the Company (the "Common Stock") consists of two series:
(i) the Series A Shares and (ii) the Series B Common Stock, $.01 par
value (the "Series B Shares").
Item 3. Source and Amount of Funds or Other Consideration.
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As reported in Item 5 below, since the filing of the Schedule
13D, Odyssey has acquired beneficial ownership of an additional
140,000 shares of Common Stock in open market purchases for an
aggregate purchase price of $2,119,633, which funds were derived from
Odyssey's working capital.
No part of the purchase price for the Common Stock beneficially
owned by Odyssey is or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting Common Stock. All or part of
the shares of Common Stock beneficially owned by Odyssey may from time
to time be pledged with one or more banking institutions or brokerage
firms as collateral for loans made by such bank(s) or brokerage
firm(s) to Odyssey. Such loans bear interest at a rate based upon the
broker's call rate from time to time in effect. Such indebtedness may
be refinanced with other banks or broker-dealers.
Item 5. Interest in Securities of the Issuer.
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(a) Odyssey beneficially owns an aggregate of 536,611 shares of
Common Stock (approximately 5.4% of the outstanding shares of Common
Stock), comprised of (i) 262,940
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Series A Shares (approximately 4.5% of the outstanding Series A
Shares) and (ii) 273,641 Series B Shares (approximately 6.6% of the
outstanding Series B Shares.*
Each Series B Share is convertible at the option of the holder
thereof into one Series A Share.** In the event that Odyssey
were to convert all Series B Shares beneficially owned by it into
Series A Shares, Odyssey would beneficially own an aggregate of
536,611 Series A Shares, or 8.7% of the outstanding Series A Shares.
To the best of Odyssey's knowledge, none of the General Partners
beneficially owns any Common Stock, other than in his capacity as a
general partner of Odyssey.
(c) During the 60 days preceding the filing of this Amendment
No. 2, Odyssey purchased additional Series A Shares on the NASDAQ
National Market System, as set forth below:
<TABLE>
<CAPTION>
Date of Number Price Per
Transaction of Shares Share Total
----------- --------- --------- -----
<S> <C> <C> <C>
November 14, 1995 5,000 $15.375 $77,075
December 14, 1995 3,000 15.125 45,495
December 14, 1995 40,000 15.25 610,000
December 18, 1995 17,000 14.94 253,938
December 19, 1995 10,000 15.00 150,000
December 19, 1995 65,000 15.125 983,125
</TABLE>
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* A total of 10,000,124 shares of Common Stock (comprised of
5,881,710 Series A Shares and 4,118,414 Series B Shares) were
outstanding as of November 1, 1995, as reported in the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on November 27, 1995.
** In addition, pursuant to the provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate"),
the Series B Shares will automatically convert to Series A Shares
upon the Transfer (as defined in the Certificate) of such Series
B Shares other than to a Permitted Transferee (as defined in the
Certificate) or upon the earlier to occur of December 20, 1999 or
such time as there are fewer than 2,000,000 Series B
Shares issued and outstanding. The Certificate is included as
Exhibit 2 to the Schedule 13D.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: December 22, 1995
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
A General Partner
