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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number 3235-0145
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telemundo Group, Inc.
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(Name of Issuer)
Common Stock $.01 Par Value
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(Title of Class of Securities)
87943M306/87943M405
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(CUSIP Number)
Alan J. Barton, Esq., Paul, Hastings, Janofsky & Walker, 555 S. Flower Street,
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23rd Floor, Los Angeles, CA 90071-2371
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 30, 1994
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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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SCHEDULE 13D
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CUSIP No. 87943M306/87943M405 Page 2 of ______ Pages
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1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hernandez Partners
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]**
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0**
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0**
PERSON WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
499,999 Shares **
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,999 Shares**
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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)
4.99%**
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14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
**See Items 4 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 87943M306/87943M405 Page 3 of ______ Pages
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1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRS Partners II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]**
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0**
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0**
PERSON WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
33,333 Shares **
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333 Shares**
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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)
.33% **
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14 TYPE OF REPORTING PERSON*
PN
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**See Items 4 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 87943M306/87943M405 Page 4 of ______ Pages
- --------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Value Realization Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]**
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0**
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 0**
PERSON WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
66,666 Shares **
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10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,666 Shares**
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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)
.67% **
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14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
**See Items 4 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of the Common
Stock, $.01 par value (the "Shares"), of Telemundo Group, Inc., a Delaware
corporation (the "Issuer"). The Common Stock of the Issuer consists of two
series: Series A ("Series A Shares") and Series B ("Series B Shares").
The address of the principal executive offices of the Issuer is 1740
Broadway, New York, New York 10019.
The information set forth in the Exhibits attached hereto is
expressly incorporated herein by reference and the response to each item of
this statement is qualified in its entirety by the provisions of such
Exhibits.
Item 2. Identity and Background.
This statement is being filed on behalf of each of Hernandez
Partners ("HP"), GRS Partners II ("GRS") and The Value Realization Fund,
L.P. ("Value"). HP, GRS and Value are collectively referred to herein as
the "Reporting Persons" and individually as "Reporting Person."
HP
--
HP is a California general partnership with its principal place
of business at 900 South Garfield Avenue, Alhambra, CA 91801. The
principal business of Hernandez Partners is investing.
The general partners of HP are Roland A. Hernandez and Enrique
Hernandez, Jr. Roland A. Hernandez' principal occupation is acting as
President of Interspan Communications. The principal business of Interspan
Communications is the ownership and management of a television broadcast
license serving the market of Dallas/Fort Worth, Texas. Roland A.
Hernandez' principal business office is located at 900 South Garfield
Avenue, Alhambra, California 91801. Enrique Hernandez, Jr.'s principal
occupation is acting as President of Inter-Con Security Systems, Inc. The
principal business of Inter-Con Security Systems, Inc. is providing high-
level security and related services throughout the United States and
abroad. Enrique Hernandez' principal business office is located at 900
South Garfield Avenue, Alhambra, California 91801. Both Roland A.
Hernandez and Enrique Hernandez, Jr. are United States citizens.
Each of the General Partners in HP has sole dispositive and
voting power with respect to the securities held by HP.
GRS
---
GRS is an Illinois general partnership. Its principal business is
investing. There are two general partners of GRS: Investment 2 L.L.C., and
SDI Securities II, Inc.
Investment 2 L.L.C. is an Illinois limited liability company
whose principal business is investing. There are two members of Investment
2 L.L.C.: Grosvenor Multi-Strategy Fund, L.P., an Illinois limited
partnership ("GMSF") and Ranger Diversified Investment Fund, L.P., a
Delaware limited partnership ("RDIF"). The principal business of each of
GMSF and RDIF is investing. The general partner of GMSF is Grosvenor
Capital Management, L.P. ("GCM"). GCM is an Illinois limited partnership
whose principal business is acting as an investment adviser. The sole
general partner of GCM is Grosvenor Capital Management, Inc. ("GCMI"). GCMI
is an Illinois corporation whose principal business is acting as an
investment adviser. The directors of GCMI are Richard Elden and Michael J.
Sacks, both United States citizens. The principal occupation of each of
Messrs. Elden and Sacks is acting as an investment adviser and fund manager
for GCM and GCMI. The general partner of RDIF is Ranger Capital Management,
L.P., a Delaware limited partnership ("RCM"). The principal business of RCM
is acting as an investment adviser. The general partner of RCM is Ranger
Capital Corporation, a Delaware "S" corporation whose sole director is
Stephen J. Malkin. The principal business of Ranger Capital Corporation is
investing. Mr. Malkin's principal occupation is acting as an investment
adviser and fund manager for RCM and Ranger Capital Corporation. The
principal offices of all of the above entities is 333 West Wacker Drive,
Suite 1600, Chicago, Illinois 60606.
SDI Securities II, Inc. ("SDI II") is a Nevada corporation with
its principal office at 232 Court Street, Reno, Nevada 89501. Its principal
business is investing. SDI II is a wholly-owned subsidiary of SDI, Inc., a
Nevada corporation ("SDI"). SDI is a wholly-owned subsidiary of Hyatt
Corporation, a Delaware corporation ("Hyatt"). Hyatt is a wholly-owned
subsidiary of HG, Inc., a Delaware corporation ("HG"). HG is a wholly-owned
subsidiary of HG Group, Inc., a Delaware corporation ("HG Group"). HG Group
is a wholly-owned subsidiary of H Group Holding, Inc., a Delaware
corporation ("H Holding").
The names, business addresses and present principal occupations
or employment of each director and executive officer of each of SDI II,
SDI, Hyatt, HG, HG Group and H Holding and the names and principal
businesses of any corporation or other organization in which such
employment is conducted is set forth below. Each of the individuals named
below is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Occupation or Employment
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<S> <C>
Thomas J. Pritzker President and Director of
200 West Madison Street each of SDI II, SDI, Hyatt,
Chicago, Illinois 60606 HG, HG Group and H Holding.
Hyatt is a diversified
company primarily engaged
in real estate and hotel
management activities.
Mark S. Hoplamazian Vice President, Secretary
200 West Madison Street and Director of SDI II.
Chicago, Illinois 60606
Anne Mieleszuk Vice President, Treasurer
200 West Madison Street and Director of SDI II.
Chicago, Illinois 60606
Frank Borg Vice President of each of
200 West Madison Street SDI II and SDI; Vice
Chicago, Illinois 60606 President - Financial
Relations of Hyatt.
Paul A. Bible Director of each of SDI II
232 Court Street and SDI.
Reno, Nevada 89501
Harold S. Handelsman Vice President, Secretary
200 West Madison Street and Director of SDI; Vice
Chicago, Illinois 60606 President and Secretary of
each of HG, HG Group and H
Holding; Senior Vice
President, Secretary and
General Counsel of Hyatt.
Jay A. Pritzker Chairman of the Board,
200 West Madison Street Director and Treasurer of
Chicago, Illinois 60606 each of HG, HG Group and H
Holding; Chairman of the
Board and Director of
Hyatt; Chairman of the
Board of Marmon Holdings,
Inc., a diversified
manufacturing and services
company ("Marmon
Holdings").
Robert A. Pritzker Director of each of HG and
225 West Washington Street HG Group; President and
Chicago, Illinois 60606 Director of Marmon
Holdings.
</TABLE>
Jay A. Pritzker and Marshall E. Eisenberg, not individually but
solely in their capacities as co-trustees of the P.G. Trusts u/a/d 3/31/61,
the beneficiaries of which are members of the Pritzker family of Chicago,
control H Holding by virtue of their stock ownership. The term "Pritzker
family" refers to the lineal descendants of Nicholas J Pritzker, deceased,
and certain of their current and former spouses.
Marshall E. Eisenberg is a partner in the law firm of Neal Gerber
& Eisenberg. His business address it Two North LaSalle Street, Suite 2200,
Chicago, Illinois 60602. Mr. Eisenberg is a United States citizen.
The administrator of GRS is GCM.
Value
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Value is a Delaware limited partnership with its principal place
of business at 9665 Wilshire Boulevard, Suite 200, Beverly Hills,
California 90212.
The sole General Partner of Value is Canpartners Investments III,
L.P. ("Canpartners Investments"). Canpartners Investments is a California
limited partnership with its principal place of business in California. It
is principally engaged in investing. Canpartners Investments' business
address is 9665 Wilshire Boulevard, Suite 200, Beverly Hills, California
90212.
The sole General Partner of Canpartners Investments is Canyon
Capital Management, L.P. ("Canyon"). Canyon is a California limited
partnership with its principal place of business in California. Canyon is
principally engaged in acting as an investment adviser. Its business
address is 9665 Wilshire Boulevard, Suite 200, Beverly Hills, California
90212.
The sole General Partner of Canyon is Canpartners Incorporated
("Canpartners Incorporated"). Canpartners Incorporated is a California
corporation with its principal place of business at 9665 Wilshire
Boulevard, Suite 200 Beverly Hills, California 90212. Canpartners
Incorporated is principally engaged in the business of investing. The only
executive officers and directors of Canpartners Incorporated, each of whom
has sole power of direct disposition and voting of shares, are Rolf
Christian Banghart Evensen, Joshua Stephan Friedman and Mitchell Ralph
Julis. The principal occupation of each of Messrs. Evensen, Friedman and
Julis is acting as an investment banker and fund manager. Messrs. Evensen,
Friedman and Julis are United States citizens. Each of the directors is a
33.3% shareholder in Canpartners Incorporated.
None of the Reporting Persons nor any other person disclosed in
response to this Item 2 has during the last five years, been (a) convicted
in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which it has been subject to a judgment, decree, final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation in
respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds Or Other Consideration.
Pursuant to the Second Amended Chapter 11 Plan of Reorganization
of the Issuer under Chapter 11 of the Bankruptcy Code, Title 11 of the
United States Code, filed by the Issuer and administered as Case No. 93-B-
42967 (JLG) (the "Plan of Reorganization"), a copy of which (without
Exhibits) is attached hereto as Exhibit 2, upon consummation of the Plan of
Reorganization, holders of 1992 Zero Coupon Notes and 1993 Zero Coupon
Notes (each as defined in the Plan of Reorganization) became entitled to
receive Series B Shares and other consideration in respect of such
securities, holders of 13 5/8 % Debentures (as defined in the Plan of
Reorganization) became entitled to receive Series A Shares and other
consideration in respect of such securities, and holders of 12% Debentures
(as defined in the Plan of Reorganization) become entitled to receive
Warrants to purchase Series A Shares ("Warrants") in respect of such
securities. The 1992 Zero Coupon Notes, the 1993 Zero Coupon Notes, the 13
5/8 Debentures and the 12% Debentures are referred to hereinafter
collectively as the "Issuer Notes." The Plan of Reorganization was
confirmed by order of the Bankruptcy Court on July 20, 1994 and consummated
on December 30, 1994, when Shares were issued to the Reporting Persons
pursuant to the Plan of Reorganization.
As a result of ownership of Issuer Notes, upon consummation of
the Plan of Reorganization, HP received 450,001 Series B Shares and 49,998
Series A Shares, GRS received 33,333 Series A Shares and Value received
66,666 Series A Shares. The Issuer Notes owned by the Reporting Persons
had been purchased by each of them in December 1994 from TLMD Partners II,
L.L.C., a Delaware limited liability company ("TLMD") for a cash purchase
price equal to $10 times the number of Shares that each of the Reporting
Persons became entitled to receive upon consummation of the Plan of
Reorganization, payable upon receipt of the certificates representing such
Shares. In addition, the Reporting Persons undertook to return to TLMD any
consideration other than Shares which may be distributed to the Reporting
Persons pursuant to the Plan of Reorganization in respect to the Issuer
Notes. The purchased Issuer Notes were pledged to TLMD to secure the
obligations of the Reporting Persons. Copies of the purchase agreements
between each of the Reporting Persons and TLMD are attached hereto as
Exhibits 10.4, 10.5 and 10.6, and a form of the Pledge Agreement executed
by the parties is attached hereto as Exhibit 10.3.
Hernandez Partners used personal funds to acquire its Shares.
GRS Partners II, L.P. and The Value Realization Fund, L.P. each used
working capital to acquire their Shares.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 1 to Schedule 13G is true, complete and correct.
Dated: February 3, 1995
GRS PARTNERS II
By: /s/ Paul Meister
_______________________________
Paul Meister, Vice President of
Grosvenor Capital Management, Inc.
General Partner of Grosvenor Capital
Management, L.P., Administrator of
GRS Partners II
