<PAGE>
AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON JANUARY 31, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
TELEMUNDO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3348686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2290 WEST 8TH AVENUE, HIALEAH, FLORIDA 33010 (305) 884-8200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
______________________________
PETER J. HOUSMAN II
CHIEF FINANCIAL OFFICER
AND TREASURER
TELEMUNDO GROUP, INC.
2290 WEST 8TH AVENUE
HIALEAH, FLORIDA 33010
(305) 884-8200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
PATRICK J. DOOLEY, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
399 PARK AVENUE
NEW YORK, NY 10022
(212) 872-1000
______________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Exchange
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
______________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Shares Maximum Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
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Series A
Common Stock.... 994,231 $16.9375 $16,839,788 $5,807
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457 UNDER THE SECURITIES ACT OF 1933, BASED ON THE AVERAGE HIGH
AND LOW SALES PRICES OF THE CLASS A COMMON STOCK ON JANUARY 29, 1996 AS
REPORTED BY THE NASDAQ NATIONAL MARKET.
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIERS AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
DATED JANUARY 31, 1996
PROSPECTUS
TELEMUNDO GROUP, INC.
994,231 Shares of Series A Common Stock
This Prospectus relates to 994,231 shares of Series A Common Stock, $.01 par
value per share (the "Series A Common Stock"), of Telemundo Group, Inc.
("Telemundo" or the "Company") being offered for resale from time to time by
Reliance Group Holdings, Inc. ("RGH"), Reliance Insurance Company, an indirect
wholly owned subsidiary of RGH ("RIC") and United Pacific Insurance Company, a
wholly owned subsidiary of RIC ("United" and collectively, the "Selling
Stockholders").
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
The shares of Series A Common Stock to which this Prospectus relates may be sold
from time to time by the Selling Stockholders through underwriters or dealers,
through brokers or other agents, or directly to one or more purchasers, at
market prices prevailing at the time of sale or at prices otherwise negotiated.
The Company will receive no portion of the proceeds of the sale of such shares
of Series A Common Stock and will bear the expense incident to the registration
of such shares.
The last reported sale price of Series A Common Stock as reported by Nasdaq
National Market on January 29, 1996, was $17.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, Suite 1300, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from
the Commission at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"), with respect to the securities offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement and
exhibits filed as a part thereof and otherwise incorporated therein and which
may be inspected and copied in the manner and at the sources described above.
Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance reference is made
to such exhibit for a more complete description and each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated by reference into this Prospectus:
1. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 as amended by Form 10-Q/A filed November 27, 1995 and by Form
10-Q/A-2 filed January 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995;
3. The Company's Current Reports on Form 8-K filed January 13, 1995
and January 31, 1996;
4. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
5. The Company's Registration Statement on Form 8-A (the "Form 8-A")
under the Exchange Act filed with the Commission on December 9, 1994 (which
includes a description of the Company's common stock); and
6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this Offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
such documents.
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The Company has filed a registration statement under the Securities
Act of 1933 to register a contemplated offering and sale of senior notes.
The preliminary prospectus which is a part of such
registration statement has also been filed under the Exchange Act as an
exhibit to a Current Report on Form 8-K filed on January 31, 1996. Such
Current Report and exhibit are incorporated by reference into this
Prospectus and a copy of such preliminary prospectus will be delivered with
this Prospectus. There can be no assurance that the Company will offer the
senior notes for sale or consummate such offering and issue such senior notes
or that the terms of senior notes actually issued will not be materially
different from the terms described in such preliminary prospectus. If, during
the time the Selling Stockholders are required to deliver this Prospectus, the
preliminary prospectus for the senior notes is amended in any material manner,
or the offering of the senior notes is made, the Company will file the amended
or the final prospectus, as the case may be, under the Exchange Act as an
exhibit to a Current Report on Form 8-K. Such Current Report and exhibit will
be incorporated by reference into this Prospectus and a copy of such amended or
final prospectus, as the case may be, will be delivered with this Prospectus.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded. The
Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner, upon written or oral
request of such person, a copy of any or all of the information that has been
incorporated by reference in this Prospectus (excluding exhibits to such
information which are not specifically incorporated by reference into such
information.) Requests for such documents should be directed to the Company at
its principal executive offices, 2290 West 8th Avenue, Hialeah, Florida 33010
Attention: Shareholder Relations, telephone (305) 884-8200.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Series A
Common Stock by the Selling Stockholders hereunder.
SELLING STOCKHOLDERS
At January 30, 1996, the Selling Stockholders beneficially owned
1,133,158 shares of Series A Common Stock (the "Reliance Shares")
representing approximately 18.6% of the outstanding Series A Common Stock and
approximately 11.2% of the total outstanding shares of Series A Common Stock
and Series B Common Stock, $.01 par value per share (the "Series B Common
Stock," and together with the Series A Common Stock, the "Common Stock").
The Reliance Shares include 138,889 shares of Series A Common Stock
represented by currently exercisable warrants held by RIC to purchase such
shares at an exercise price of $7.19 per share (the "RIC Warrants"). The RIC
Warrants remain exercisable for the five year period from December 30, 1995,
the date they became exercisable. The Reliance Shares also include 38 shares
of Series A Common Stock represented by currently exercisable warrants (32 of
which are held by RIC and 6 of which are held by RGH) to purchase such shares
at an exercise price of $7.00 per share (the "Reliance Creditor Warrants").
RIC also beneficially owns warrants to purchase 277,778 shares of Series A
Common Stock at an exercise price of $7.19 per share (the "RIC Additional
Warrants" and collectively with the RIC Warrants, the "Reliance Warrants"),
one-half of which warrants become exercisable on each of December 30, 1996
and 1997 for five-year periods from the date they become exercisable.
Neither the Reliance Creditor Warrants, the RIC Warrants, the RIC Additional
Warrants nor the shares underlying such warrants are being registered hereby.
Of the 1,133,158 shares of Series A Common Stock beneficially owned by the
Selling Stockholders, 980,155 shares, 14,000 shares and 76 shares are being
registered hereby on behalf of each of RIC, United and RGH, respectively.
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After completion of the sale by the Selling Stockholders, assuming the
sale of all shares of Series A Common Stock being offered hereby, (i) RIC
will beneficially own (A) the RIC Warrants and 32 of the Reliance Creditor
Warrants (the shares underlying which in the aggregate represent
approximately 2.3% of the outstanding Series A Common Stock and approximately
1.4% of the total shares of Series A Common Stock and Series B Common Stock
outstanding) and (B) the RIC Additional Warrants, (ii) RGH will own 6 of the
Reliance Creditor Warrants and (iii) United will not own any shares of Common
Stock.
During the three year period prior to the date of this Prospectus and
until July 1994, RIC and its affiliates owned, in the aggregate,
approximately 78% of the common stock of the Company's predecessor. In July
1994, the ownership of RIC and its affiliates in the common stock of the
Company's predecessor was decreased to approximately 58%. On December 30,
1994, in connection with the consummation of the Company's Plan of
Reorganization (the "Plan"), all shares in the Company's predecessor were
cancelled and, (i) the Selling Stockholders purchased the Reliance Shares
and received the RIC Warrants, the Reliance Creditor Warrants and the RIC
Additional Warrants and (ii) the Company, RIC and certain other parties
entered into a registration rights agreement pursuant to which the Company
agreed to register under the Securities Act Common Stock held by RIC and
certain of its respective affiliates and company (collectively, the "Rights
Holders"). Under the registration rights agreement, the Company is
obligated, subject to certain terms and conditions and upon demand by the
Rights Holders, to use reasonable diligence to effect and to maintain for not
more than 90 days the registration under the Securities Act of certain
registrable securities as defined in the agreement. Under the terms of the
registration rights agreement, the Company has agreed to indemnify the
Selling Stockholders and the Selling Stockholders have agreed to indemnify
the Company against certain liabilities, including liabilities under the
Securities Act.
RIC is indirectly controlled by Saul P. Steinberg, members of his family
and affiliated trusts. Mr. Steinberg served as Chairman of the Company's
predecessor from February 1987 until December 1994. In addition, certain
executive officers and directors of RGH and RIC served as directors of the
Company or its predecessor until December 1994 except for Messrs. Saul P.
Steinberg and George E. Bello, each of whom served in such capacity until
February 1995. Prior to December 1994, the Selling Stockholders provided the
Company's predecessor with certain professional and specialized services and
with insurance coverage. In 1993 and 1994, the Selling Stockholders provided
the Company and its subsidiaries with certain insurance coverage at an aggregate
cost to the Company of approximately $1,000,000. The Selling Stockholders did
not provide any services or insurance coverage to the Company or any of its
subsidiaries in 1995.
PLAN OF DISTRIBUTION
It is expected that the offering of the Series A Common Stock by the
Selling Stockholders will be effected from time to time in one or more
transactions in the Nasdaq National Market or in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling to or
through broker-dealers and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Series A
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Common Stock for whom they may act as agent (which compensation may be in
excess of customary commissions). The Selling Stockholders and any
broker-dealers that participate with the Selling Stockholders in such a
distribution may be deemed to be underwriters. Any commissions received by
broker-dealers in a distribution and any profit on the sale by broker-dealers
in a distribution may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither the Company nor the Selling Stockholders
can presently estimate the amount of such compensation. Other than as
indicated herein, the Company knows of no existing arrangements between the
Selling Stockholders and any other holder of Common Stock, underwriter,
dealer, or broker or other agent relating to the sale or distribution of the
shares of Series A Common Stock offered hereby.
Agents for the sale or distribution of the shares offered hereby, and
underwriters, if any, may engage in transactions with or perform services to the
Company or its affiliates in the ordinary course of business.
To comply with certain states' securities laws, if applicable, the shares
of Series A Common Stock offered hereby may be sold in such states only through
brokers or dealers.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the shares of Series A Common
Stock offered hereby may not simultaneously engage in certain market
activities with respect to any of the Series A Common Stock for a period of
two or nine business days, as applicable, prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation rules
10b-6 and 10b-7, which provisions may limit the timing of purchases of any of
the shares of Series A Common Stock.
The Company will pay the expenses of registering the shares of Series A
Common Stock being offered hereby by the Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
The statements set forth below are summaries of certain provisions relating
to the capital stock of the Company and are qualified in their entirety by the
provisions of the Company's Restated Certificate of Incorporation (the
"Restated Certificate"), a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the Company's
Form 8-A, which is incorporated herein by reference.
The Company is authorized to issue 21,000,000 shares, consisting of
1,000,000 shares of Preferred Stock, par value one cent ("Preferred Stock"),
and 20,000,000 shares of Common Stock, par value one cent, divided into two
series as follows: (i) 14,388,394 shares of Series A Common Stock and (ii)
5,611,606 shares of Series B Common Stock. As of January 10, 1996, there were
no shares of Preferred Stock, 5,957,865 shares of Series A Common Stock and
4,043,335 shares of Series B Common Stock issued and outstanding.
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VOTING RIGHTS. Except as discussed below or as required by law, the holders
of the Series A Common Stock vote together with the holders of the Series B
Common Stock and are entitled to one vote for each share held of record on each
matter submitted to a vote of stockholders. Cumulative voting in the election of
directors is not permitted. Except as otherwise provided by law or in the
Restated Certificate or By-Laws, the affirmative vote of a majority of the
shares represented at a meeting of stockholders and entitled to vote on the
matter submitted is required for stockholder approval.
DIVIDENDS AND LIQUIDATION. Holders of Common Stock are entitled to receive
ratably such dividends as may be lawfully declared by the Board of Directors and
paid by the Company and, in the event of liquidation, dissolution or winding up
of the Company, are entitled to share ratably in all assets available for
distribution after payment or provision for payment of the debts and other
liabilities of the Company, and of preferential amounts, if any, to holders of
any other class or series of stock of the Company. Any dividend paid in shares
of Common Stock shall be paid only in shares of Series A Common Stock.
CONVERSION AND PREEMPTIVE RIGHTS. The Series A Common Stock is neither
redeemable nor convertible, and the holders of Series A Common Stock have no
preemptive rights to purchase any securities of the Company. Shares of Series B
Common Stock are convertible on a one-for-one basis into shares of Series A
Common Stock at the option of the holder. All outstanding shares of Series B
Common Stock automatically convert into shares of Series A Common Stock on a
one-for-one basis immediately upon the earlier of (i) December 30, 1999 and (ii)
such time as there are less than 2,000,000 shares of Series B Common Stock
issued and outstanding as may be adjusted as a result of a recapitalization,
stock dividend, combination or stock split-up which results in a change in the
number of shares of Series B Common Stock. Shares of Series B Common Stock held
by a person shall also convert on a one-for-one basis into shares of Series A
Common Stock upon the transfer to a person other than certain permitted
transferees as described in the Restated Certificate. The Company may not issue
any additional shares of Series B Common Stock.
RESTRICTION ON OWNERSHIP AND TRANSFER. The Restated Certificate provides
that so long as the provisions of Section 310 of the Communications Act of
1934 (the "Communications Act") apply to the Company, except as provided by
law, not more than 25% of either (a) the aggregate number of shares of stock of
the Company outstanding in any series entitled to vote on any matter before a
meeting of stockholders shall at any time be voted, and (b) the aggregate
number of shares of stock of the Company outstanding, shall at any time be
owned of record, by or for the account of aliens or their representatives or
by or for the account of a foreign government or representative, or by or for
the account of any corporation organized under the law of a foreign country,
and the Restated Certificate contains restrictions on transfer if such
transfer would result in the aggregate number of shares of stock owned by
such entities exceeding 25% of the number of shares of stock then
outstanding. Additionally, any transfer of the Company's capital stock shall
not be permitted if such transfer would violate the Communications Act or the
rules promulgated thereunder.
OTHER PROVISIONS. Prior to the first date on which there are no
outstanding shares of Series B Common Stock ("Conversion"), the total number of
directors constituting the Board of Directors of the Company must be at least
nine (9) directors, the smallest number constituting a majority of whom are
elected by the holders of the Series B Common Stock, and the remainder of whom
are elected by the holders of the Series A Common Stock. Prior to Conversion,
any director of the Company may be removed from office without cause, at any
time, by the affirmative vote of stockholders representing not less than a
majority of the holders of the series of Common Stock that elected such
director. Any vacancy created by the removal of a director may be filled prior
to Conversion only by the holders of the series of Common Stock that elected the
director that was removed. After Conversion (a) the Board of Directors of the
Company will initially consist of the number of directors in office immediately
prior thereto, and thereafter such number as may be fixed in accordance with the
by-laws of the Company, (b) the directors will be elected solely by the holders
of the Series A Common Stock, and (c) any director may be removed and the
vacancy created by the removal filled in accordance with the provisions of the
Delaware General Corporation Law and the by-laws of the Company.
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Prior to Conversion, any vacancy in the Board of Directors, whether
arising from death, resignation, or any other cause (other than removal or an
increase in the number of directors), may be filled by a majority of the
remaining directors of the same series as the director who left the Board of
Directors or, if only one director of such series remains in office, then by
such sole director, in either case, though less than a quorum; or by the
stockholders of the series that elected such director at the next annual meeting
thereof or at a special meeting thereof. If there are no remaining directors of
the same series, a special meeting of stockholders of that series must be held
as soon as possible to elect the successor. Each director so elected will hold
office until his successor has been elected and qualified.
Prior to Conversion, in the event of a newly created directorship in the
Board of Directors of the Company resulting from an increase in the size of the
Board of Directors, half of the directors appointed to fill the vacancies
resulting therefrom will be Series A Common Stock directors and the remaining
newly appointed directors will be Series B Common Stock directors, in either
case selected by a majority of the directors of that series then in office,
though less than a quorum, or by the holders of the series of Common Stock
entitled to elect such director at the next annual meeting thereof or at a
special meeting thereof. From and after Conversion, any vacancy in the Board
of Directors will be filled in accordance with the provisions of the Delaware
General Corporation Law and the by-laws of the Company.
EXPERTS
The audited consolidated financial statements and the related financial
statement schedule incorporated in this Prospectus by reference from the
Company's Current Report on Form 8-K dated January 31, 1996 and from the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The financial statements of Video 44 as of December 31, 1994 and 1993 and
for each of the two years in the period ended December 31, 1994 incorporated in
this Prospectus by reference from the Company's Current Report on Form 8-K dated
January 31, 1996 have been so included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares of Series A Common Stock offered hereby and
certain legal matters have been passed upon for Telemundo by Akin, Gump,
Strauss, Hauer & Feld, L.L.P.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
__________________
TABLE OF CONTENTS
PAGE
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Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . 2
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use Of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan Of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . 5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
TELEMUNDO GROUP, INC.
994,231 SHARES
SERIES A COMMON STOCK,
$.01 PAR VALUE
PROSPECTUS
DATED _____________, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with the issuance and distribution
of the Securities being registered.
SEC registration fee . . . . . . . . . .$ 5,807
---------
Blue Sky fees and expenses . . . . . . . 3,000
---------
Accounting fees and expenses . . . . . . 2,500
---------
Legal fees and expenses. . . . . . . . . 25,000
---------
Printing and engraving expenses. . . . . 1,000
---------
Miscellaneous. . . . . . . . . . . . . . 10,000
---------
TOTAL . . . . . . . . . . . .$ 48,307
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seventh of the Company's Restated Certificate of Incorporation
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of his
fiduciary duty as a director except for liability (1) for any breach of the
director's duty of loyalty to the Company or its stockholders, (2) for acts
or omissions that are not in good faith or involve intentional misconduct or
a knowing violation of the law, (3) under Section 174 of the Delaware General
Corporation Law or (4) for any transaction from which the director derived an
improper personal benefit.
Section 145 of the DGCL permits for the indemnification by a Delaware
corporation of its directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against liabilities and expenses
incurred in any such action, suit or proceeding; provided that such persons
satisfy certain standards set forth in such section.
The Company's Restated By-laws provide, among other things, and subject to
the procedures specified therein, that (1) the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
action (other than an action by or in the right of the Company) by reason
of the fact that he is a director or officer of the Company, or is
serving at the request of the Company as a director or officer of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and (2) the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is a director or officer of the Company,
or is serving at the request of the Company as a director or officer of another
corporation or enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, provided
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
The directors and officers of the Company and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such under liability insurance
policies carried by the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
A list of exhibits filed with this Registration Statement on Form S-3 is
set forth on the Exhibit Index and is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities
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<PAGE>
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
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<PAGE>
(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hialeah, State of Florida, on January 30, 1996.
TELEMUNDO GROUP, INC.
By: /s/ Roland A. Hernandez
----------------------------------
Roland A. Hernandez
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Roland
A. Hernandez and Peter J. Housman II his true and lawful attorney and agent,
each acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney and agent, each acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney and agent, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on January 30, 1996.
SIGNATURE TITLE
--------- -----
/s/ Roland A. Hernandez President and Chief Executive Officer
- -------------------------------- and Director (Principal Executive
Roland A. Hernandez Officer)
/s/ Peter J. Housman II Chief Financial Officer (Principal
- -------------------------------- Financial Officer)
Peter J. Housman II
/s/ Steven E. Dawson (Principal Accounting Officer)
- --------------------------------
Steven E. Dawson
/s/ Leon D. Black Director
- --------------------------------
Leon D. Black
/s/ Guillermo Bron Director
- --------------------------------
Guillermo Bron
/s/ Alan Kolod Director
- --------------------------------
Alan Kolod
/s/ Bruce H. Spector Director
- --------------------------------
Bruce H. Spector
/s/ Barry W. Ridings Director
- --------------------------------
Barry W. Ridings
Director
- --------------------------------
Edward M. Yorke
/s/ David E. Yurkerwich Director
- --------------------------------
David E. Yurkerwich
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
4.1 Specimen certificate of the Series A Common
Stock*
4.2 Specimen certificate of the Series A Common
Stock Warrant*
4.3 Warrant Agreement dated as of December 30,
1994 between the Company and Reliance
Insurance Company, filed as Exhibit 4.4 to the
December 30, 1994 8-K and incorporated herein
by reference
4.4 Registration Rights Agreement dated as of
December 30, 1994 between the Company, Apollo
Advisors, L.P. and Reliance Insurance Company,
filed as Exhibit 4.5 to the December 30, 1994
8-K and incorporated herein by reference
4.5 Restated Certificate of Incorporation of Telemundo
Group, Inc., filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K dated December 30, 1994 and
incorporated herein by reference
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld,
L.L.P.**
23.1 Consent of Akin, Gump, Strauss, Hauer & Feld,
L.L.P. (included in Exhibit 5.1)**
23.2 Consent of Deloitte & Touche LLP**
23.3 Consent of Price Waterhouse LLP**
24.1 Power of Attorney (included on the signature
page of the Registration Statement)
* Incorporated by reference from the Registrant's Registration Statement
on Form 8A filed December 9, 1994.
** Filed herewith.
<PAGE>
EXHIBIT 5.1
January 31, 1996
Telemundo Group, Inc.
2290 West 8th Avenue
Hialeah, Florida 33010
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (including the
amendments thereto, the "Registration Statement"), filed January 31, 1996 by
Telemundo Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder (the
"Rules and Regulations"), you have requested that we furnish to you our opinion
as to the legality of the 994,231 shares ("Shares") of the Company's Series A
Common Stock, $.01 par value per share, which are being registered under the
Registration Statement (the "Series A Common Stock").
In this regard, we have examined originals or copies authenticated to
our satisfaction, of the Second Amended Plan of Reorganization (the "Plan")
confirmed on July 20, 1994, a form of stock certificate for Series A Common
Stock, the Restated Certificate of Incorporation and the Restated By-laws of
the Company, the Company's records of corporate proceedings, and such
corporate documents of the Company, certificates of public officials and
certificates of officers of the Company, and other documents, agreements,
records, papers and statements as we have deemed necessary or appropriate
in order to render this opinion. In addition, we have made such other
examinations of law and fact as we have considered necessary in order to form
a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies thereof.
This law firm is a registered limited liability partnership organized under
the laws of the State of Texas. Our opinion relates only to the laws of the
State of New York, the General Corporation Law of the State of Delaware and
applicable federal law of the United States of America. We express no opinion
of the law of any other jurisdiction.
Based upon and subject to the foregoing, and assuming the certificates
representing the Shares have been duly executed and are in a form similar
to that examined by us and the Shares were issued in accordance with the Plan,
we are of the opinion that the 994,231 Shares have been duly and validly
authorized and issued and are fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and to the use of this
opinion as an exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required by the Act or the Rules and Regulations.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Telemundo Group, Inc. and Subsidiaries on Form S-3 of our report dated March 22,
1995, appearing in the Annual Report on Form 10-K of Telemundo Group, Inc. for
the year ended December 31, 1994.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Miami, Florida
January 31, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Telemundo Group, Inc. and
Subsidiaries on Form S-3 of our report dated March 27, 1995 relating to the
financial statements of Video 44 as of December 31, 1994 and 1993 and for each
of the two years in the period ended December 31, 1994, which appears in the
Registration Statement of Telemundo Group, Inc. on Form S-3 (No. 33-64599)
dated November 27, 1995, which is incorporated by reference in the Current
Report on Form 8-K of Telemundo Group, Inc. dated January 31, 1996. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Chicago, Illinois
January 31, 1996
