UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
September 29, 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 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 5
<PAGE>
SCHEDULE 13D
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CUSIP No. 87943M306 Page 2 of 5 Pages
- ------------------- ---------------------------------------------------------
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)
- ------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
- ------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS
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
- ------------------- ---------------- ----------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 396,611 (see Item 5)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
396,611 (see Item 5)
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10 SHARED DISPOSITIVE POWER
0
- ------------------- ----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
396,611 (see Item 5)
- ------------------- ----------------------------------------------------------
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)
6.8% (see Item 5)
- ------------------- ----------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------- ----------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission on July
11, 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 2. Identity and Background.
The person filing this Amendment No. 1 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 six general partners (individually, a "General Partner" and,
collectively, the "General Partners"): Leon Levy, Jack Nash, Joshua Nash,
Stephen Berger, Brian Wruble and 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, Berger and Wruble (each of whom is a citizen of the United
States) is to serve as a general partner of Odyssey. The principal business of
Nash Family Partnership, L.P. is investments. The general partner of 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.
As reported in Item 5 below, since the filing of the Schedule 13D, Odyssey
has acquired beneficial ownership of an additional 113,000 shares of Common
Stock in open market purchases for an aggregate purchase price of $1,872,750,
which funds were derived from Odyssey's working capital.
Page 3 of 5
<PAGE>
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.
(a) Odyssey beneficially owns an aggregate of 396,611 shares of Common Stock
(approximately 4.0% of the outstanding shares of Common Stock), comprised of (i)
122,940 Series A Shares (approximately 2.2% of the outstanding Series A Shares)
and (ii) 273,641 Series B Shares (approximately 6.1% 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 396,611 Series A Shares, or 6.8% 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.
- --------
* A total of 10,000,000 shares of Common Stock (comprised of 5,523,504 Series A
Shares and 4,476,496 Series B Shares were outstanding as of June 30, 1995, as
reported in the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 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 as Exhibit 2 to the Schedule 13D.
Page 4 of 5
<PAGE>
(c) During the 60 days preceding the filing of this Amendment No. 1,
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>
August 18, 1995 Purchase 40,000 $16.25 $650,000
August 25, 1995 Sale 10,000 16.50 165,000
September 29, 1995 Purchase 73,000 16.75 1,272,750
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The shares of Common Stock reported herein do not include 13,200 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.
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: October 3, 1995
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
General Partner
Page 5 of 5
