UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 27, 1996
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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
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) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 422,711 (see Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 422,711 (see Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,711 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% (see Item 5)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission (the
"Commission") on July 11, 1995, as amended by (i) Amendment No. 1 thereto filed
with the Commission on October 4, 1995 and (ii) Amendment No. 2 thereto filed
with the Commission on December 22, 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 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Odyssey beneficially owns an aggregate of 422,711 shares of Common
Stock (approximately 4.3% of the outstanding shares of Common Stock), comprised
of (i) 149,040 Series A Shares (approximately 2.3% of the outstanding Series A
Shares) and (ii) 273,671 Series B Shares (approximately 7.6% of the outstanding
Series B Shares).(1)
Each Series B Share is convertible at the option of the holder thereof into
one Series A Share.(2) 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 422,711 Series A Shares, or 6.3% of the outstanding Series A
Shares.
- --------
(1) A total of 10,000,200 shares of Common Stock (comprised of 6,414,864
Series A Shares and 3,585,336 Series B Shares) were outstanding as of June 30,
1996, as reported in the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(2) 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.
Page 3 of 5
<PAGE>
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. 3,
Odyssey sold Series A Shares on the Nasdaq National Market System, as set forth
below:
No. of Price Per
Date of Transaction Shares Share Total
------------------- ------ ----- -----
September 13, 1996 25,000 $29.96 $749,000
September 17, 1996 25,000 $33.21 $830,225
September 27, 1996 55,000 $34.99 $1,924,600
September 30, 1996 2,500 $34.38 $85,938
Page 4 of 5
<PAGE>
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 1, 1996
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
-------------------
Jack Nash
A General Partner
Page 5 of 5
