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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number 3235-0145
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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)
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
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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.
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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
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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
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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
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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>
Item 4. Purpose of Transaction.
The responses to Items 3, 5 and 6 are incorporated herein by this
reference.
Each of the Reporting Persons acquired beneficial ownership of
the Shares to which this statement on Schedule 13D relates for investment
purposes. The Reporting Persons have entered into a Shareholders Agreement,
dated as of December 20, 1994 (the "Shareholders Agreement"), by and among
the Reporting Persons, TLMD, Bastion Capital Fund, L.P., a Delaware limited
partnership ("Bastion") and Leon Black ("Black")(TLMD, Bastion and Black
are referred to herein as the "Other Shareholders"), pursuant to which each
of the parties has agreed, during the term of the Shareholders Agreement
and subject to the provisions thereof (including the continued ownership of
a specified minimum number of Series B Shares, as set forth in the
Shareholders Agreement), among other things, to use its reasonable best
efforts to cause two nominees of TLMD, Black (or his nominee), a nominee of
Bastion and a nominee of HP to be elected to the Board of Directors of the
Issuer. A copy of the Shareholders Agreement is attached hereto as Exhibit
10.1. Effective December 30, 1994, Roland A. Hernandez became a director of
the Issuer. Mr. Hernandez was elected president and chief executive officer
of the Issuer on March 9, 1995, and he will exercise the power and
authority of these offices from time to time.
Pursuant to the Shareholders Agreement, HP, GRS, Value and the
Other Shareholders have agreed that Shares Beneficially Owned (as defined
in the Shareholders Agreement) by each of them will be voted by a Voting
Committee comprised of three members, one of which will be appointed by
TLMD, one of which will be appointed by Bastion, and one of which is an
Independent Member (as defined in the Shareholders Agreement). The parties
to the Shareholders Agreement have appointed the Voting Committee as their
attorney-in-fact and proxy to vote all Shares owned by such parties as to
which a vote of the shareholders is required. As of the date of the filing
of this statement, based on information provided to the Reporting Persons
by the Other Shareholders, the Reporting Persons and the Other Shareholders
own an aggregate of approximately 54.9% of the Series B Shares outstanding
and approximately 36.08% of the total Shares (Series A and Series B)
outstanding. The Issuer's Restated Certificate of Incorporation (the
"Certificate") provides that the Series B Shares, while outstanding, shall
be entitled to elect a majority of the Board of Directors of the Issuer. As
a consequence of the foregoing, the Series B Shares presently owned by HP,
GRS, Value and the Other Shareholders and voted by the Voting Committee are
expected to have the ability to cause the nominees of each of TLMD, Black,
Bastion and HP to be elected to the Board of Directors of the Issuer and
may give the Reporting Persons and the Other Shareholders the power to
control or influence the Issuer, which power may be exercised from time to
time. Pursuant to the provisions of the Certificate, Series B Shares will
automatically convert to Series A Shares upon the Transfer (as described 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 30, 1999 or such time as there are less than 2,000,000 shares of
Series B Shares issued and outstanding.
The Shareholders Agreement also provides that in the event TLMD
or any Apollo Permitted Transferee (as defined in the Shareholders
Agreement) proposes to sell any Shares, Shareholders shall have the right
to participate in such sale on a pro rata basis.
As a result of the provisions of the Shareholders Agreement
relating to the nomination and election of directors and the acquisition
and disposition of Shares set forth therein, the Reporting Persons and the
Other Shareholders may be deemed to constitute a "group" within the meaning
of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Pursuant to Rule 13d-4, the filing of this Statement shall
not be construed as an admission that any of the Reporting Persons or any
other person named in Item 2 hereto is, for the purposes of Section 13(d)
or 13(g) of the Exchange Act (or pursuant to Rule 16a-1(a)(1) thereunder),
the beneficial owner of any Shares held by other members of any such group.
Except as disclosed in this Item 4, each Reporting Person has no
current plans or proposals which relate to or would result in any of the
events described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D.
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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. 2 to Schedule 13D is true, complete and correct.
Dated: March 15, 1995
HERNANDEZ PARTNERS
By: /s/ Roland A. Hernandez
_______________________________
Roland A. Hernandez
General Partner
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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. 2 to Schedule 13D is true, complete and correct.
Dated: March 15, 1995
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/ Mitchell R. Julis
____________________________
Mitchell R. Julis
Vice President
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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. 2 to Schedule 13D is true, complete and correct.
Dated: March 15, 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
