<PAGE>
SECURITIES UNITED STATES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Telemundo Group, Inc.
--------------------------------------------------------------------------
(Name of Issuer)
Series A Common Stock, $0.01 Par
Value 87943M306
----------------------------------- -----------------------------------
(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
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 15, 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 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 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).
<PAGE>
<PAGE>
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:*
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:
NUMBER OF 7 SOLE VOTING POWER: 540,030 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 540,030 shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE None
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 540,030 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): 12.3%
14 TYPE OF REPORTING PERSON:* PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This statement amends and supplements the initial statement
on Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on February 24, 1995, as amended by Amendment No. 1
thereto, which was filed with the Commission on March 17, 1995, and
Amendment No. 2 thereto, which was filed with the Commission on
August 18, 1995, by Nugget Partners, L.P., a New Jersey limited
partnership whose sole general partner is Arthur M. Goldberg
("Nugget"), with respect to its ownership of Series A Common Stock,
par value $0.01 per share (the "Series A Stock"), of Telemundo Group,
Inc., a Delaware corporation (the "Issuer").
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and supplemented by the addition of
the following information:
On September 15, 1995, Arthur M. Goldberg sent a letter to
the Issuer's Board of Directors, a copy of which is attached hereto as
Exhibit I.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Letter, dated September 15, 1995, from Arthur
M. Goldberg addressed to the Board of Directors
of Telemundo Group, Inc. Exhibit I
NYFS05...:\40\18840\0005\2042\SCH9185R.320
<PAGE>
<PAGE>
SIGNATURE
---------
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: September 19, 1995
NUGGET PARTNERS, L.P.
By: /s/ Arthur M. Goldberg
---------------------------
Arthur M. Goldberg
General Partner
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
I Letter, dated September 15, 1995, from Arthur
M. Goldberg addressed to the Board of Directors
of Telemundo Group, Inc.
<PAGE>
EXHIBIT I
ARTHUR M. GOLDBERG
380 MIDDLESEX AVENUE
CARTERET, NEW JERSEY 07008
TEL: (908) 541-3666
FAX: (908) 541-3710
September 15, 1995
To: BOARD OF DIRECTORS
TELEMUNDO GROUP, INC.
In light of the attractive premiums paid in connection with
the recent television station acquisitions in New York by ITT/Dow
Jones and Houston by Tribune Company, I urge the Board of Directors to
retain a media consultant to ascertain the values achievable in
connection with a possible sale of our stations. I suspect that the
Board will learn through this process that our sale value
substantially exceeds our current market or likely immediate future
market price.
I trust that the Board is reviewing ways to maximize
shareholder value given the current media buying frenzy. As I have
previously stated, I strongly believe that Telemundo should seek a
sale in order to maximize shareholder value.
/s/ Arthur M. Goldberg
--------------------------
Arthur M. Goldberg
NYFS05...:\40\18840\0005\2042\SCH9185R.320
