SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
TELEMUNDO GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
87943M306
87943M405
(CUSIP Number)
Guillermo Bron
Bastion Capital Fund, L.P.
1999 Avenue of the Stars, Suite 2960
Los Angeles, California 90067
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Michael A. Woronoff, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
August 23, 1995
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
___
/ /
Check the following box if a fee is being paid with this
Statement:
___
/ /
CUSIP NO. 87943M306
CUSIP No. 87943M405 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BASTION CAPITAL FUND, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/ /
___
(b)/X /**
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: -0-**
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 1,257,684**
:
:
: (9) SOLE DISPOSITIVE
:
: 1,257,684**
:
:(10) SHARED DISPOSITIVE
:
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,684**
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / X /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.6%**
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** SEE ITEMS 4 AND 5
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to shares
of common stock, par value $.01 per share (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
principal executive offices of the Issuer are located at 1740
Broadway, New York, New York 10019.
This Amendment No. 1 amends the initial statement on
Schedule 13D dated January 9, 1995, filed by Bastion (the
"Initial Statement") and is being filed to report the sale of
certain Series A Shares by GRS and Value. Reference is made to
the Initial Statement for information concerning certain defined
terms used herein and not otherwise defined herein. The Initial
Statement is amended as set forth herein.
ITEM 4. PURPOSE OF TRANSACTION
As a result of the sale on or about July 13, 1995 by
GRS and Value of the 33,337 and 66,667 Series A Shares held by
them, respectively, on or about August 23, 1995 the Shareholders
Agreement was amended (by Amendment No. 1 dated as of July 20,
1995) to remove each of such parties from the Shareholders
Agreement and terminate their rights and obligations thereunder.
GRS and Value shall no longer be considered to be Other
Shareholders.
The information set forth in Exhibit 5 hereto is hereby
expressly incorporated herein by reference and the response to
Item 4 of this Schedule 13D is qualified in its entirety by the
provisions of such Exhibits.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Bastion is the beneficial owner of (i) the 374,997
Series A Shares owned by it (approximately 8.5% of the Series A
Shares outstanding) and (ii) the 882,688 Series B Shares owned by
it (approximately 15.7% of the Series B Shares outstanding). The
1,257,684 Shares owned by Bastion represent approximately 12.6%
of the total Shares outstanding.
By reason of the relationships described in Item 4 in
the Initial Statement, Bastion and the Other Shareholders may be
deemed to constitute a "group" within the meaning of Rule 13d-5
under the Securities Exchange Act. Bastion has been informed
that TLMD beneficially owns 1,550,464 Series B Shares, Black
beneficially owns 200,000 Series B Shares and Hernandez
beneficially owns 49,908 Series A Shares and 450,001 Series B
Shares, representing, in the aggregate, approximately 1.1% of the
Series A Shares outstanding, 39.2% of the Series B Shares
outstanding and 22.5% o the total Shares outstanding.
The foregoing percentages are based upon Bastion's
understanding that 4,388,394 Series A Shares and 5,611,606 Series
B Shares are outstanding out of an aggregate of 10,000,000 Shares
outstanding (without giving effect to the exercise of warrants,
options or similar rights). (Reference is made to such
Statements on Schedule 13D as have been or may be filed with the
Securities and Exchange Commission by the Other Shareholders for
information regarding the Other Shareholders and their respective
ownership of Shares.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 5. Amendment to the Shareholders Agreement dated
as of July 20, 1995.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: August 31, 1995
BASTION CAPITAL FUND, L.P.
By: Bastion Partner, L.P.,
its general partner
By: Bron Corp.,
its general partner
By: /s/ Guillermo Bron
Gillermo Bron
President
By: Villanueva Investments, Inc.
its general partner
By: /s/ Daniel D. Villanueva
Daniel D. Villanueva
President
EXHIBIT INDEX
EXHIBIT PAGE
5 Amendment to the Shareholders Agreement
dated as of July 20, 1995. 7
Exhibit 5
FIRST AMENDMENT
TO
SHAREHOLDERS' AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS' AGREEMENT (this
"Agreement") is entered into as of July 20, 1995 by and among TLMD
Partners II, L.L.C., a Delaware limited liability company ("TLMD"),
Bastion Capital Fund, L.P., a Delaware limited partnership ("Bastion"),
Leon Black ("Black"), Hernandez Partners, a California general
partnership ("HP"), GRS Partners II, L.P., an Illinois limited
partnership ("GRS"), and The Value Realization Fund, L.P., a Delaware
limited partnership ("Value" and, collectively with TLMD, Bastion,
Black, HP and GRS, the "Other Shareholders").
RECITALS
A. The undersigned have entered into that certain
Shareholders' Agreement, dated as of December 20, 1994 (the
"Agreement").
B. The undersigned desire to amend the Agreement as
provided herein and in accordance with Section 15 of the Agreement.
C. As of July 13, 1995, GRS and Value no longer own any
shares of Telemundo Group, Inc.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and
of the mutual promises herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Representation and Warranty.
GRS and Value each hereby represents and warrants to the
other parties to the Agreement that it no longer owns any shares of
Telemundo Group, Inc.
2. Amendment of Agreement.
As of July 20, 1995, GRS and Value are no longer parties to
the Agreement and shall have no further rights or obligations
thereunder.
3. Effect of Amendment.
Except as expressly provided herein, the Agreement is not
being amended, supplemented or otherwise modified and the Agreement
shall remain in full force and effect in accordance with its terms.
4. General Provision.
(a) Governing Laws. This Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of
conflicts of law) of the State of Delaware.
(b) Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to be executed personally or by a duly authorized
representative thereof as of the day and year first above written.
TLMD PARTNERS, II, L.L.C.
By: AIF II, L.P., its Manager
By: Apollo Advisors, L.P.,
its Managing General Partner
By: Apollo Capital
Management, Inc.
its Managing Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President
BASTION CAPITAL FUND, L.P.
By: Bastion Partners
its General Partner
By: Bron Corp.
its General Partner
By: /s/ Guillermo Bron
Guillermo Bron
President
LEON BLACK
/s/ Leon Black
Leon Black
HERNANDEZ PARTNERS
By: /s/ Roland Hernandez
Roland Hernandez
General Partner
THE VALUE REALIZATION FUND, L.P.
By: Carpartners Investments III, L.P.
its General Partner
By: Carpartners Incorporated,
its General Partner
By: /s/ RCB Ebensen
Title: President
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
