UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Telemundo Group, Inc.
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(Name of Issuer)
Series A Common Stock, $ .01 par value
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(Title of Class of Securities)
87943M306
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(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)
See Item 3
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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 [x]. (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 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).
Page 1 of 7
<PAGE>
SCHEDULE 13D
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CUSIP No. 87943M306 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P. (E.I. No. 13-5614745)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO/WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 293,611 (see Item 5)
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH
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9 SOLE DISPOSITIVE POWER
293,611 (see Item 5)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,611 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (see Item 5)
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14 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
Item 1. Security and Issuer.
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This Statement on Schedule 13D is being filed 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").
The address of the principal executive office of the Company is
2290 West 8th Avenue, Hialeah, Florida 33010.
Item 2. Identity and Background.
-----------------------
The person filing this Statement on Schedule 13D is Odyssey
Partners, L.P., a Delaware limited partnership ("Odyssey"). Odyssey is a
private investment partnership with substantial equity capital invested in
marketable securities and closely held businesses. Odyssey's principal
executive office is 31 West 52nd Street, New York, New York 10019.
Odyssey has five general partners (individually, a "General
Partner" and, collectively, the "General Partners"): Leon Levy, Jack Nash,
Joshua Nash, Stephen Berger and the Nash Family Partnership, L.P., a New York
limited partnership. The business address of each General Partner is 31 W.
52nd Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy,
Jack Nash, Joshua Nash and Berger (each of whom is a citizen of the United
States) is to serve as a general partner of Odyssey. The principal business
of the Nash Family Partnership, L.P. is investments. The general partner of
the Nash Family Partnership, L.P. is Joshua Nash.
During the last five years, neither Odyssey nor any General
Partner has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Odyssey acquired beneficial ownership of 440,111 shares of Common
Stock pursuant to the Second Amended Chapter 11 Plan of Reorganization of the
Company under Chapter 11 of the Bankruptcy Code, Title 11 of the United
States Code, filed by the
Page 3 of 7
<PAGE>
Company and administered as Case No. 93-B-42967 (JLG) (the "Plan of
Reorganization"). The Plan of Reorganization is included herein as Exhibit
1 hereto. Upon consummation of the Plan of Reorganization, (i) holders
of 1992 Zero Coupon Notes and 1993 Zero Coupon Notes (each as
defined in the Plan of Reorganization) of the Company became entitled to
receive Series B Shares, cash and New Senior Notes (as defined in the Plan
of Reorganization) of the Company in respect of such securities, (ii) holders
of 13-5/8% Debentures (as defined in the Plan of Reorganization) of the Company
became entitled to receive Series A Shares and cash in respect of such
securities, and (iii) holders of 12% Debentures (as defined in the Plan of
Reorganization) of the Company became entitled to receive warrants to
purchase Series A Shares in respect of such securities. The Plan of
Reorganization was confirmed by order of the United States Bankruptcy Court
for the Southern District of New York on July 20, 1994 and consummated on
December 30, 1994.
Upon consummation of the Plan of Reorganization, Odyssey
received, among other things, (i) in respect of its ownership of $3,000,000
principal amount of 13-5/8% Debentures of the Company, 166,440 Series A Shares
and (ii) in respect of its ownership of $9,461,777 principal amount of 1992
Zero Coupon Notes of the Company, 273,671 Series B Shares. The 1992 Zero
Coupon Notes and the 13-5/8% Debentures of the Company beneficially owned by
Odyssey prior to the consummation of the Plan of Reorganization were acquired
by Odyssey with its working capital.
As reported in Item 5 below, on June 27, 1995, Odyssey acquired
beneficial ownership of an additional 7,500 shares of Common Stock in open
market purchases for an aggregate purchase price of $107,812.50, 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.
Page 4 of 7
<PAGE>
Item 4. Purpose of Transaction.
----------------------
Odyssey considers its interest in the Common Stock to be an
investment. Odyssey may purchase additional shares of Common Stock from time
to time in the open market, in privately negotiated transactions, or
otherwise. Odyssey may also dispose of any or all of the shares of Common
Stock beneficially owned by it in the open market, in privately negotiated
transactions, or otherwise.
Except as set forth in this Item 4, neither Odyssey nor, to the
best knowledge of Odyssey, any General Partner, has any present plans or
intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a). Odyssey beneficially owns an aggregate of 293,611 shares of
Common Stock (approximately 2.9% of the outstanding shares of Common Stock),
comprised of (i) 19,940 Series A Shares (approximately 0.4% of the
outstanding Series A Shares) and (ii) 273,671 Series B Shares (approximately
5.6% 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 293,611 Series A Shares, or
5.48% 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 its capacity as a general
partner of Odyssey.
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* A total of 10,000,000 shares of Common Stock (comprised of 5,086,696 Series
A Shares and 4,913,304 Series B Shares) were outstanding as of May 10, 1995,
as reported in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 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 shares of Series B Shares
issued and outstanding. The Certificate is included herein as Exhibit 2
hereto.
Page 5 of 7
<PAGE>
(b) Odyssey has the sole power to vote and dispose of the
shares of Common Stock beneficially owned by it, and does not share with
others the power to vote or to direct the vote of, or the power to dispose or
to direct the disposition of, any of the shares of Common Stock beneficially
owned by it, except that all General Partners (excluding the Nash Family
Partnership, L.P.) share voting and dispositive power over such shares of
Common Stock.
(c) On the dates set forth below, Odyssey effected sale and
purchase transactions of Series A Shares on the NASDAQ National Market
System, as set forth below:
<TABLE>
<CAPTION>
Date of Nature of Number Price Per
Transaction Transaction of Shares Share*** Total
----------- ----------- --------- --------- -----
<S> <C> <C> <C> <C>
January 10, 1995 Sale 50,000 $8.4375 $421,875
February 27, 1995 Sale 7,000 8.5000 59,220
March 6, 1995 Sale 25,000 8.2500 205,250
June 16, 1995 Sale 32,000 15.5000 494,720
June 23, 1995 Sale 10,000 15.4375 154,375
June 27, 1995 Purchase 7,500 14.3750 107,812
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
----------------------------------------------------
The shares of Common Stock reported herein do not include
5,000 Series A Shares beneficially owned by Nader Tavakoli, an employee
of Odyssey. Odyssey disclaims beneficial ownership of such shares.
Except with respect to the shares of Common Stock beneficially owned by
Mr. Tavakoli, neither Odyssey nor, to the best of Odyssey's knowledge,
any General Partner, has entered into any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with
respect to any securities of the Company.
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*** Exclusive of commissions.
Page 6 of 7
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Second Amended Plan of Reorganization of the Company
(incorporated by reference to Exhibit 2.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1994).
2. Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 30, 1994).
SIGNATURE
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: July 10, 1995
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
General Partner
Page 7 of 7
