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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
Patrick J. Dooley, Esq. John F. Hartigan, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Morgan, Lewis & Bockius
399 Park Avenue 801 South Grand Avenue
New York, New York 10022 Los Angeles, California 90017
(212) 872-1000 (213) 612-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 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
disclosure 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).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 7
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SCHEDULE 13D
CUSIP NOS. 87943M306 & 87943M405 PAGE 2 OF 10 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TLMD Partners II, L.L.C.
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
Number of 1,550,464**
Shares
Beneficially 8 Shared Voting Power
Owned By 1,957,683**
Each
Reporting 9 Sole Dispositive Power
Person 1,550,464**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,511,080**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
35.1%**
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEMS 4 AND 5.
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SCHEDULE 13D
CUSIP NOS. 87943M306 & 87943M405 PAGE 3 OF 10 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leon Black
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]**
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0**
Shares
Beneficially 8 Shared Voting Power
Owned By 0**
Each
Reporting 9 Sole Dispositive Power
Person 202,293**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
202,293**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
2.0%**
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEMS 4 AND 5.
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Page 4
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to shares of common stock, $.01
par value (the "Shares"), of Telemundo Group, Inc., a Delaware corporation (the
"Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D
dated January 9, 1995 (the "Initial Statement") and is being filed to report
the sale of certain Shares by GRS and Value and that, on or about August 23,
1995, GRS and Value ceased to be parties to the Shareholders Agreement and have
no further obligations thereunder. Reference is made to the Initial Statement
for information concerning certain defined terms used herein and not otherwise
defined herein. The Initial Statement is supplementally 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) i) The 1,550,464 Series B Shares of which TLMD may be considered the
direct beneficial owner represent approximately 15.5% of the total Shares
outstanding and, as a result of the conversion of Series B Shares into Series A
Shares in accordance with the provisions of the Issuer's Certificate by persons
unaffiliated with the Reporting Persons, such 1,550,464 Series B Shares
currently represent approximately 34.6% of the Series B Shares outstanding
(such percentage, and all other percentages set forth herein, are based upon
the Reporting Persons' understanding that 5,523,504 Series A Shares and
4,476,496 Series B Shares were outstanding, and without giving effect to the
exercise of warrants, options or similar rights).
ii) Mr. Black may be deemed to be the direct beneficial owner of 202,293
Shares, comprising 200,000 Series B Shares and 2,293 Series A Shares which were
acquired at the time of consummation of and pursuant to, the Plan of
Reorganization. The 202,293 Shares of which Mr. Black may be deemed the
beneficial owner represents approximately 2.0% of the total Shares outstanding
and such 200,000 Series B Shares currently represent, as a result of the
conversion of Series B Shares into Series A Shares in accordance with the
provisions of the Issuer's Certificate by persons unaffiliated with the
Reporting Persons, approximately 4.5% of the Series B Shares outstanding.
iii) The Reporting Persons understand that Bastion beneficially owns
374,997 Series A Shares and 882,688 Series B Shares, Hernandez beneficially
owns 49,998 Series A Shares and 450,001 Series B Shares, and GRS and Value no
longer beneficially own any Shares. After giving effect to the sale of the
Shares by GRS and Value as described in Item 4, the Reporting Persons and the
Other Shareholders may be deemed to be the beneficial owners of, in the
aggregate, 3,511,080 Shares, representing approximately 35.1% of the total
Shares outstanding. As a result of the conversion of Series B Shares into
Series A Shares in accordance with the provisions of the Issuer's Certificate
of Incorporation by persons unaffiliated with the Reporting Persons, the
882,688 Series B Shares beneficially owned by Bastion and the 450,001 Series B
Shares beneficially owned by Hernandez, when aggregated with the Series B
Shares directly owned by the Reporting Persons, currently represent
approximately
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Page 5
68.9% of the Series B Shares outstanding. TLMD and Mr. Black disclaim
beneficial ownership of any Shares held by each other or by the Other
Shareholders.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
Concurrently with the amendment of the Shareholders Agreement
described in Item 4, the letter agreements between TLMD and each of Value and
GRS described in the Initial Statement were terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(m) Amendment to the Shareholders Agreement dated as of July 20, 1995.
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Page 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 28, 1995 TLMD PARTNERS II, L.L.C.
By: AIF II, L.P., Manager
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By:/s/ Michael D. Weiner
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Name: Michael D. Weiner
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Title: Vice President
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Date: August 28, 1995 /s/ Leon Black
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Leon Black
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Page 7
INDEX OF EXHIBITS
EXHIBIT PAGE
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M Amendment to the Shareholders Agreement dated
as of July 20, 1995. 8
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Page 8
Exhibit M
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 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.
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Page 9
4. General Provisions.
(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
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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/ Guillermos Bron
---------------------------------
Guillermo Bron
President
LEON BLACK
/s/ Leon Black
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Leon Black
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HERNANDEZ PARTNERS
By: /s/ Roland Hernandez
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Roland Hernandez
General Partner
THE VALUE REALIZATION FUND, L.P.
By: Canpartners Investments III, L.P.
its General Partner
By: Canyon Capital Management, L.P.,
its General Partner
By: Canpartners Incorporated,
its General Partner
By: /s/ RCB Ebensen
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Title: President
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GRS PARTNERS II
By: /s/ Paul Meister
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Paul Meister, Vice President of
Grosvenor Capital Management, Inc.
general partner of Grosvenor
Capital Management, L.P.
Administrator of GRS Partners II
