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SECURITIES UNITED STATES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)*
Telemundo Group, Inc.
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(Name of Issuer)
Series A Common Stock, $0.01 Par 87943M306
Value
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(Title of Class of Securities) (CUSIP Number)
Dennis J. Block, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, N.Y. 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 10, 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 [x].
(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 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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CUSIP No. 87943M306 13D
1 NAME OF REPORTING PERSON: Nugget Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* WC; OO (See response to item 3)
---
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF New Jersey
ORGANIZATION:
7 SOLE VOTING POWER: 490,030 shares
NUMBER OF (See response to Item 5)
SHARES ---
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY (See response to Item 5)
EACH ---
REPORTING 9 SOLE DISPOSITIVE POWER: 490,030 shares
PERSON WITH (See response to Item 5)
---
10 SHARED DISPOSITIVE None
POWER: (See response to Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY 490,030 shares
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.2%
14 TYPE OF REPORTING PERSON:* PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the Series A
Common Stock, par value $0.01 per share (the "Series A Stock"), of
Telemundo Group, Inc., a Delaware corporation (the "Issuer"). The
address of the Issuer's principal executive office is 2290 West 8th
Avenue, Hialeah, Florida 33010.
Item 2. Identity and Background.
------------------------
The person filing this statement on Schedule 13D is Nugget
Partners, L.P., a New Jersey limited partnership whose sole general
partner is Arthur M. Goldberg ("Nugget").
Nugget's principal business is acquiring, owning and
investing in securities, including shares of the Series A Stock of the
Issuer. The principal place of business and principal office of
Nugget is located at 2 Executive Drive, Suite 400, Somerset, New
Jersey 08873.
Mr. Goldberg's business address is c/o DiGiorgio
Corporation, 2 Executive Drive, Suite 400, Somerset, New Jersey 08873.
Mr. Goldberg's present principal occupation or employment involves
serving as the Chairman of the Board of Directors, President and Chief
Executive Officer of Bally Entertainment Corporation (a holding
company of various operating subsidiaries which are involved in the
operation of casino resorts and the operation of health and fitness
centers with principal offices located at 8700 West Bryn Mawr Avenue,
Chicago, Illinois 60631) and a director and executive officer of a
number of Bally
NYFS04...:\30\20130\0001\2042\SCH2235B.280
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Entertainment Corporation's direct and indirect wholly owned
subsidiaries; Chairman of the Board of Directors and Chief Executive
Officer of Bally's Grand, Inc. (the owner and operator of a casino
resort and convention center with principal offices located at 3645
Las Vegas Boulevard South, Las Vegas, Nevada 89109); the Chairman of
the Board of Directors, President and Chief Executive Officer of
DiGiorgio Corporation (a food distributor with principal offices
located at 2 Executive Drive, Suite 400, Somerset, New Jersey 08873);
and Managing Partner of Arveron Investments L.P. (engaged in the
business of securities investing with principal offices located at 2
Executive Drive, Suite 400, Somerset, New Jersey 08873). Mr. Goldberg
is a citizen of the United States.
During the past five years, neither Nugget nor Mr. Goldberg
has (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Nugget's response to Item 5 of this Schedule 13D is
incorporated herein by reference.
Nugget (i) purchased 295,300 shares of Series A Stock on a
when-issued basis for a total consideration of $3,072,218.40,
including brokerage commissions (of which
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10,000 shares of Series A Stock were subsequently sold by Nugget on a
when-issued basis for a total consideration of $91,875.00, including
brokerage commissions) and (ii) purchased 129,000 shares of Series A
Stock in regular-way transactions for a total consideration of
$1,052,004.05, including brokerage commissions. Such purchases were
made using Nugget's partnership working capital funds and margin
borrowings through accounts at Merrill Lynch & Co., Jefferies &
Company, Inc. and Wertheim Schroder & Co. In addition, Mr. Goldberg
received 75,730 shares of Series A Stock pursuant to the Issuer's
Second Amended Chapter 11 Plan of Reorganization (the "Plan"), which
was consummated on December 30, 1994 (the "Consummation Date").
Pursuant to the Plan, as of the Consummation Date, among other things,
the then outstanding 13-5/8% subordinated debentures of a subsidiary
of the Issuer (the "Debentures") were exchanged for cash and shares of
Series A Stock. Prior to the Consummation Date, Mr. Goldberg owned
$1,365,000 aggregate principal amount of the Debentures which he
purchased for a total consideration of $1,381,027.75, including
brokerage commissions, using his personal funds. Mr. Goldberg
subsequently contributed to Nugget the 75,730 shares of Series A Stock
which he received pursuant to the Plan. After giving effect to this
contribution, Mr. Goldberg does not directly own any shares of Series
A Stock.
Item 4. Purpose of Transaction.
----------------------
Nugget has acquired the shares of Series A Stock which it
beneficially owns for investment purposes. Nugget reserves the right
to purchase additional shares of capital stock of the Issuer, including
shares of Series A
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Stock, from time to time in the open market, in privately negotiated
transactions with third parties or otherwise, subject to and depending
upon availability at prices deemed favorable by Nugget. Alternatively,
Nugget additionally reserves the right to dispose of the Series A
Stock beneficially owned by it in the open market, in privately
negotiated transactions with third parties or otherwise, depending
upon market conditions prevailing at the time and other factors then
deemed relevant.
Nugget intends to monitor developments at and pertaining to
the Issuer and Nugget's representatives, including Mr. Goldberg, may
from time to time seek to influence management of the Issuer to
implement strategies designed to maximize stockholder value. Mr.
Goldberg has had discussions with members of the Issuer's executive
management and certain directors in which he indicated an interest in
becoming a member of the Issuer's Board of Directors.
Except as set forth above, neither Nugget nor Mr. Goldberg
has any present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a) Items 7 through 11 and 13 of the cover page of this
Schedule 13D which relate to the beneficial ownership of Series A
Stock of the Issuer by Nugget are hereby incorporated by reference in
this response.
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As of February 24, 1995, Nugget directly owned 490,030
shares of Series A Stock, constituting approximately 11.2% of the
outstanding shares of Series A Stock. Such percentage is based upon
4,388,394 shares of Series A Stock outstanding as of the Consummation
Date, as described in the Issuer's Current Report on Form 8-K dated
December 30, 1994, as filed with the Securities and Exchange
Commission.
As a result of Mr. Goldberg being the sole general partner
of Nugget, Mr. Goldberg may be deemed the beneficial owner (as defined
in Rule 13d-3 promulgated by the Commission under the Securities
Exchange Act of 1934, as amended) of the shares of Series A Stock
directly owned by Nugget. Accordingly, Mr. Goldberg may be deemed to
be the beneficial owner of 490,030 shares of Series A Stock,
constituting approximately 11.2% of the outstanding shares of Series A
Stock based upon 4,388,394 shares of Series A Stock outstanding as of
December 30, 1994.
(b) Items 7 through 10 of the cover pages of this Schedule
13D which relate to Nugget's voting and dispositive power with respect
to the shares of Series A Stock which it directly beneficially owns
are hereby incorporated by reference in this response.
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(c) During the past 60 days, Nugget has effected the
following transactions in the Series A Stock:
<TABLE>
<CAPTION>
Purchase(P)/ No. of Price How and
Date Sale (S) Shares Per Share When Effected
---- ----------- ------ --------- -------------
<S> <C> <C> <C> <C>
1/10/95 P 7,000 15.6250 (1)
1/10/95 P 5,000 9.5000 (1)
1/10/95 P 45,000 15.5625 (1)
1/10/95 P 20,000 12.9375 (1)
1/10/95 P 4,300 11.7500 (1)
1/10/95 P 10,000 12.1250 (1)
1/10/95 P 15,000 9.8750 (1)
1/10/95 P 189,000 8.6581 (1)
1/10/95 S 10,000 9.1875 (2)
1/12/95 P 10,000 8.5000 (3)
1/19/95 P 10,000 8.6875 (3)
1/25/95 P 5,000 8.6250 (3)
1/26/95 P 5,000 8.6875 (3)
1/27/95 P 9,000 8.6250 (3)
1/31/95 P 5,000 8.6250 (3)
2/13/95 P 10,000 7.3125 (3)
2/15/95 P 50,000 8.0626 (3)
2/22/95 P 25,000 7.8625 (3)
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<FN>
(1) Such purchases were effected on a when-issued basis on The Nasdaq Stock
Market and settled on January 10, 1995.
(2) Such sale was effected on a when-issued basis on The Nasdaq Stock Market
and settled on January 10, 1995.
(3) Such purchases were effected in regular-way transactions on The Nasdaq
Stock Market.
</TABLE>
On the Consummation Date, Mr. Goldberg received cash and 75,730 shares
of Series A Stock pursuant to the Plan in exchange for $1,365,000
aggregate principal amount of Debentures owned by Mr. Goldberg. On
February 24, 1995, Mr. Goldberg contributed these 75,730 shares of
Series A Stock to Nugget.
Neither Nugget nor Mr. Goldberg has effected any other
transaction in the Series A Stock during the past sixty (60) days.
(d) Not applicable.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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Except for the information set forth in this Schedule 13D,
neither Nugget nor Mr. Goldberg is a party to any contract,
arrangement, understanding or relationship with respect to securities
of the Issuer.
Item 7. Materials to Be Filed as Exhibits
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None.
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SIGNATURE
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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: February 24, 1995
NUGGET PARTNERS, L.P.
By: /s/Arthur M. Goldberg
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Arthur M. Goldberg
General Partner
