SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
TELEMUNDO GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
87943M306
87943M405
(CUSIP Number)
Guillermo Bron
Bastion Capital Fund, L.P.
1999 Avenue of the Stars, Suite 2960
Los Angeles, California 90067
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Michael A. Woronoff, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
December 29, 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
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
___
/ /
Check the following box if a fee is being paid with this
Statement:
___
/ /
CUSIP NO. 87943M306
CUSIP No. 87943M405 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BASTION CAPITAL FUND, L.P.
(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
:
: -0-**
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 1,747,685**
:
:
: (9) SOLE DISPOSITIVE
:
: 1,747,685**
:
:(10) SHARED DISPOSITIVE
:
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,747,685**
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / X /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.5%**
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** SEE ITEMS 4 AND 5
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D relates to shares
of common stock, par value $.01 per share (the "Shares"), of
Telemundo Group, Inc. a Delaware corporation (the "Issuer"). The
common stock of the Issuer consists of two series: Class A
("Class A Shares") and Class B ("Class B Shares"). The principal
executive offices of the Issuer are located at 1740 Broadway, New
York, New York 10019.
This Amendment No. 2 amends the initial statement and
Amendment No. 1 to the Schedule 13D dated January 9, 1995 and
September 6, 1995, respectively, filed by Bastion (collectively
the "Initial Statements") and is being filed to report the
pending purchase of 490,000 Class A Shares (the "Additional
Shares") by Bastion. Reference is made to the Initial Statements
for information concerning certain defined terms used herein and
not otherwise defined herein. The Initial Statements are amended
as set forth herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds (including commissions)
required by Bastion to purchase the Additional Shares is $7,472,500.
Such funds will be obtained from the working capital of Bastion.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On December 29, 1995, the Additional Shares were
deposited in an escrow account pending expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Upon such expiration or termination,
Bastion will be the beneficial owner of (i) 864,997 Class A
Shares (approximately 14.7% of the Class A Shares outstanding)
and (ii) 882,688 Class B Shares (approximately 21.4% of the Class
B Shares outstanding). The 1,747,685 Shares owned by Bastion
represent approximately 17.5% of the total Shares outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 6. Letter Agreement dated December 19, 1995.
EXHIBIT 7. Escrow Agreement dated December 29, 1995.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: January 3, 1996
BASTION CAPITAL FUND, L.P.
By: Bastion Partner, L.P.,
its general partner
By: Bron Corp.,
its general partner
By: /s/ Guillermo Bron
Guillermo Bron
President
By: Villanueva Investments, Inc.
its general partner
By: /s/ Daniel D. Villanueva
Daniel D. Villanueva
President
EXHIBIT INDEX
EXHIBIT PAGE
6 Letter Agreement dated December 19, 1995. 6
7 Escrow Agreement dated December 29, 1995 11
BT SECURITIES CORPORATION
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
December 19, 1995
Bastion Capital Fund, L.P.
1999 Avenue of the Stars
Suite 2960
Los Angeles, California 90067
RE: SALE/PURCHASE 490,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE (THE "SHARES"), OF TELEMUNDO GROUP, INC. (THE "COMPANY")
Gentlemen:
This letter will confirm our agreement with respect to the
proposed purchase and sale of the Shares referred to above:
1. PURCHASE AND SALE; THE CLOSING.
1.1 Purchase and Sale. Subject to the terms and
conditions set forth herein and in reliance on each party's
representations and warranties contained herein, Bastion
Capital Fund, L.P. ("Purchaser") hereby agrees to purchase
from BT Securities Corporation ("Seller"), and Seller hereby
agrees to sell to Purchaser, the Shares at $15.25 per Share,
for an aggregate purchase price equal to $7,472,500 (the
"Purchase Price").
1.2 Closing. The sale and purchase of the Shares shall
occur one business day following the date on which the
conditions set forth in paragraph 2, below, shall be satisfied
or waived or on such other business day as may be agreed upon
by Purchaser and Seller (the "Closing Date"). On the Closing
Date, Seller shall deliver one or more certificates
representing the Shares, duly endorsed (or with separate stock
powers) in Purchaser's name or the name of such nominee(s) as
Purchaser may request, against payment of the Purchase Price
made by wire transfer of immediately available funds.
1.3 Representation Letter. Concurrently with the
execution hereof (i) Purchaser shall deliver to Seller a
letter, signed by its authorized representative, substantially
in the form of Exhibit A hereto (Purchaser understands that
Seller will deliver such letter to the entity from which it
acquired the Shares) and (ii) Seller will deliver to Purchaser
a letter in the form of Exhibit B hereto signed by a
representative of the entity from which Seller acquired the
Shares.
2. CONDITIONS PRECEDENT
The obligations of each of the parties hereunder shall be
subject to the prior satisfaction or waiver of the following
conditions precedent:
2.1 HSR. The waiting period (and any extension thereof)
relating to the purchase and sale of the Shares under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR")
shall have expired or been terminated.
3. SELLER'S REPRESENTATIONS AND WARRANTIES.
Seller hereby represents and warrants to, and covenants
and agrees with, Purchaser that:
3.1 Authorization. This Agreement has been duly
authorized, executed and delivered by Seller and constitutes
the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
3.2 Title; No Encumbrances. Seller is the sole
beneficial owner of the Shares and has and will convey good
title thereto to Purchaser free and clear of any and all
claims, liens, pledges, encumbrances, security interests or
other rights or interests of any person whatsoever.
3.3 Access to Information. Purchaser has advised Seller
that (i) Purchaser is a principal equity owner of the Company
and, as such (including, without limitation, through its
designees and representatives on the Board of Directors of the
Company) may be in possession of material, nonpublic
information regarding the Company, its condition (financial
and otherwise), results of operations, businesses, properties,
plans (including, without limitation, plans regarding
potential asset sales or other dispositions) and prospects
(collectively, "Information"); and (ii) such Information may
be material to Seller's decision to sell the Shares or
otherwise materially adverse to Seller's interests.
Accordingly, Seller acknowledges and agrees that Purchaser
shall have no obligation to disclose to Seller any of such
Information.
3.4 Investigation. Seller has conducted its own
investigation, to the extent that Seller has determined
necessary or desirable, in connection with the transaction
contemplated hereby, and has determined to enter into and
complete such transaction based on, among other things, such
investigation. Seller hereby waives and releases, to the
fullest extent permitted by law, any and all claims and causes
of action it has or may have against Purchaser and its
affiliates, and their respective officers, directors,
employees, representatives and agents, based upon, relating to
or arising out of the transaction contemplated hereby,
including (without limitation) any claim or cause of action
based upon, relating to or arising out of nondisclosure of the
Information.
3.5 Accredited Investor. Seller is an "accredited
investor" as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended. Seller is selling the
Securities for its own account as principal and has not
acquired the Securities on behalf, or at the request, of
Purchaser.
4. PURCHASERS REPRESENTATIONS, WARRANTIES, AND COVENANTS
Purchaser hereby represents and warrants to, and
covenants and agrees with Seller that:
4.1 Authorization. This Agreement has been duly
authorized, executed and delivered by Purchaser and
constitutes the legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with
its terms. Purchaser represents that it has, or will have on
or after December 29, 1995 access to funds sufficient to pay
the Purchase Price.
4.2 HSR. Purchaser covenants and agrees with Seller
that: (i) it will file an application for the approval of the
purchase of the Shares under HSR as promptly as possible (and
will use its reasonable best efforts to file such application
not later than December 22, 1995) and will request early
termination of the waiting period under HSR in such
application; (ii) it will use its reasonable best efforts to
secure the cooperation of the Company in making all filings
required of the Company under HSR as a result of Purchaser's
filing; and (iii) it will use its reasonable best efforts to
obtain early termination of the waiting period under HSR and
to promptly comply with any requests for information made in
connection with such filing.
4.3 Access to Information. Seller has advised Purchaser
that (i) Seller may be in possession of material, nonpublic
information regarding the Company, its condition (financial
and otherwise), results of operations, businesses, properties,
plans (including, without limitation, plans regarding
potential asset sales or other dispositions) and prospects;
and (ii) such information may be material to Purchaser's
decision to purchase the Shares or otherwise materially
adverse to Purchaser's interests. Accordingly, Purchaser
acknowledges and agrees that Seller shall have no obligation
to disclose to Purchaser any of such information.
4.4 Investigation. Purchaser has conducted its own
investigation, to the extent that Purchaser has determined
necessary or desirable, in connection with the transaction
contemplated hereby and has determined to enter into and
complete such transaction based on, among other things, such
investigation. Purchaser hereby waives and releases, to the
fullest extent permitted by law, any and all claims and causes
of action it has or may have against Seller and its
affiliates, and their respective officers, directors,
employees, representatives and agents, based upon, relating to
or arising out of the transaction contemplated hereby,
including (without limitation) any claim or cause of action
based upon, relating to or arising out of nondisclosure of the
information (referred to in Section 4.3).
4.5 Accredited Investor. Purchaser is an "accredited
investor" as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended. Purchaser is acquiring
the Securities for its own account as principal.
4.6 Cash Deposit. Purchaser agrees to deposit with a
mutually acceptable escrow agent (the "Escrow Agent") cash in
an amount equal to the Purchase Price and Seller agrees to
deposit the Shares with the Escrow Agent, in each case on
December 29, 1995. Such deposit shall be held in accordance
with mutually acceptable escrow instructions, which shall
provide, among other things, that the cash will be applied (i)
to payment of the Purchase Price upon satisfaction of the
condition to closing in Section 2.1, (ii) or returned to the
Purchaser upon the earlier of the termination of this
agreement or 35 days after the date hereof.
5. MISCELLANEOUS.
5.1 Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and
permitted assigns of each of the parties, and no other persons
shall acquire or have any right under or by virtue of this
Agreement. Neither party hereto shall assign any of its
rights under this Agreement without the other party's prior
written consent
5.2 Amendment and Waiver. This Agreement may be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may be given only in
writing and signed by Purchaser and Seller.
5.3 Further Assurances. Subject to the terms and
conditions hereof, the parties hereto agree to use their
reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things reasonably
necessary to consummate and make effective as promptly as
practicable the transactions contemplated by this Agreement
and to cooperate with the others in connection with the
foregoing.
5.4 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement..
5.5 Expenses. Neither of the parties hereto shall have
any obligation to pay any of the fees and expenses of the
other party incident to the negotiation, preparation and
execution of this Agreement, including, but not limited to,
the fees and expenses of legal counsel.
5.6 Termination. This agreement may be terminated by
the Seller, at its option, upon notice in writing to the
Purchaser (given within 5 days of Seller's becoming aware of
the occurrence of any of the following events) if (i)
Purchaser fails to make a filing under HSR on or before
December 26, 1995, (ii) the waiting period under HSR has not
terminated by the close of business on January 26, 1996 or
there is a second request for information under HSR or (iii)
Purchaser fails to comply with Section 1.3.
5.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Please confirm that the foregoing is in accordance
with your understanding by signing and returning to us an
original hereof upon which this letter will constitute a
binding obligation.
Very truly yours,
BT SECURITIES CORPORATION
By:
Name:
Title:
Accepted and
agreed to:
Bastion Capital Fund, L.P.
By: Bastion Partners, L.P.
By: Bron Corp.
Co-general partner
By:
President
By: VILLANUEVA INVESTMENTS, INC.
Co-general partner
By:
President
ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of December 29, 1995,
(the Agreement ) by and among BT Securities Corporation, a
Delaware corporation (the Seller ), Bastion Capital, L.P.,
(the Purchaser ) and Bankers Trust Company, a New York
banking corporation (as escrow agent hereunder, the Escrow
Agent ).
W I T N E S S E T H :
WHEREAS, pursuant to an agreement dated December 19,
1995 (the Purchase Agreement ), Seller has agreed to sell to
Purchaser and Purchaser has agreed to purchase, subject to the
Purchaser s making a required filing under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 ( HSR ) and the
expiration or termination of the waiting period under HSR, an
aggregate of 490,000 shares (the Shares ) of the Class A
Common Stock of Telemundo Group, Inc. at a price of $15.25 per
share.
WHEREAS, Purchaser has agreed to deposit, or to
cause to be deposited, $7,472,500 in cash into an escrow
account on the date hereof, which funds shall be held in
escrow and distributed in accordance with the terms hereof;
and
WHEREAS, Seller has agreed to deposit or cause to be
deposited 490,000 shares of Class A Common Stock (the
Shares ) of Telemundo Group, Inc.
WHEREAS, the Escrow Agent is willing to act as
escrow agent in respect of the Escrow Fund (as hereinafter
defined) upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by
each of the parties hereto, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. Appointment of Escrow Agent. The Seller and
Purchaser hereby appoint Bankers Trust Company as escrow agent
in accordance with the terms and conditions set forth herein,
and the Escrow Agent hereby accepts such appointment.
2. Deposit into the Escrow Fund. Purchaser,
simultaneously with the execution and delivery of this
Agreement, has caused to be deposited with the Escrow Agent
the sum of $7,472,500 in immediately available funds (the
Escrowed Purchase Price ), the receipt of which will be
acknowledged by the Escrow Agent and which shall be held by
the Escrow Agent upon the terms and conditions hereinafter set
forth. Seller, simultaneously with the execution and delivery
of this Agreement, has caused to be delivered to the Escrow
Agent the Shares, the receipt of which will be acknowledged by
the Escrow Agent.
3. Investment of the Escrow Fund. (a) During the
term of this Agreement, the Escrow Agent shall invest and
reinvest the Escrowed Purchase Price and any interest or
income earned thereon including (without limitation) any
dividends or distributions on the Shares, (collectively, the
"Escrow Fund") in any of the investments listed on Schedule A
attached hereto. Notwithstanding the foregoing, the Escrow
Agent shall have the power to sell or liquidate the foregoing
investments whenever the Escrow Agent shall be required to
release all or any portion of the Escrow Fund pursuant to
Section 4 hereof.
(b) The Escrow Agent shall not have any liability
for any loss sustained as a result of any investment made as
provided above, any liquidation of any such investment prior
to its maturity, or the failure of an authorized person of the
Purchaser or Seller to give the Escrow Agent any written
instruction to invest or reinvest the Escrowed Funds or any
earnings thereon.
4. Distribution of Escrow Fund and Escrowed
Shares. The Escrow Agent shall hold the Escrow Fund and
Escrowed Shares in its possession until instructed hereunder
to deliver the Escrow Fund or any specified portion thereof as
follows:
(a) Upon written instructions signed jointly by
Purchaser and Seller, the Escrow Agent shall deliver the
Shares and the Purchase Price in accordance with such
instructions.
(b) Upon written instructions of the Purchaser or
the Seller stating that the waiting period under HSR has
expired or been terminated, the Escrow Agent shall deliver a
copy of such instructions to the Seller or the Purchaser, as
the case may be. If the recipient of the copy of such
instructions does not dispute such instructions in writing
within two (2) Business Days, the Escrow Agent shall deliver
the Shares to the Purchaser and shall deliver $7,472,500 from
the Escrow Fund to the Seller; the balance, if any, of the
Escrow Fund shall be paid to the Purchaser.
(c) Upon written instructions of the Seller stating
that it has terminated the Purchase Agreement in accordance
with Section 5.6 thereof, the Escrow Agent shall deliver the
Shares to Seller and the Escrow Fund to Purchaser.
(d) If no instructions provided in clause (a), (b)
or (c) above have been given on or before 5:00 p.m. New York
City time on January 31, 1996, the Escrow Agent shall deliver
the Shares to the Seller and the Escrow Fund to the Purchaser.
Any delivery of the Shares or the Escrow Fund shall be made on
the second Business Day after receipt by the Escrow Agent of
any such instructions (or such earlier date as the Escrow
Agent shall agree) and shall be made to the account specified
in Exhibit A hereto.
For purposes of this Agreement, "Business Day" shall mean any
day that is not a Saturday or Sunday or a day on which banks
are required or permitted by law or executive order to be
closed in the City of New York.
5. Final Distribution of Escrow Fund. (a) The
Escrow Agent shall distribute the remaining balance, if any,
of the Escrow Fund to Purchaser, after payment of fees to the
Escrow Agent has been made.
6. Resignation of Escrow Agent. The Escrow Agent
may resign and be discharged from its duties hereunder at any
time by giving written notice of such resignation to the
Purchaser and Seller specifying a date when such resignation
shall take effect and upon delivery of the Escrow Fund to the
successor escrow agent designated by all parties hereto (other
than the Escrow Agent) in writing. Upon such notice, a
successor Escrow Agent shall be appointed with the mutual
consent of the Purchaser and Seller. Such successor Escrow
Agent shall become the Escrow Agent hereunder upon the
resignation date specified in such notice. If the Purchaser
and Seller are unable to agree upon a successor Escrow Agent
within thirty (30) days after such notice, the Escrow Agent
shall be entitled to apply to a court of competent
jurisdiction for the appointment of a successor. The Escrow
Agent shall continue to serve until its successor accepts the
escrow and receives the Escrow Fund. The Purchaser and Seller
shall have the right at any time upon their mutual consent to
substitute a new Escrow Agent by giving notice thereof to the
Escrow Agent then acting. Upon its resignation and delivery
of the Escrow Fund as set forth in this Section 6, the Escrow
Agent shall be discharged of and from any and all further
obligations arising in connection with the escrow contemplated
by this Agreement.
7. Indemnification of Escrow Agent. (a) The
Escrow Agent shall have no duties or responsibilities
whatsoever with respect to the Escrow Fund except as are
specifically set forth herein. The Escrow Agent shall neither
be responsible for or under, nor chargeable with knowledge of
the terms and conditions of, any other agreement, instrument
or document in connection herewith. The Escrow Agent may
conclusively rely upon, and shall be fully protected from all
liability, loss, cost, damage or expense in acting or omitting
to act pursuant to any written notice, instrument, request,
consent, certificate, document, letter, telegram, opinion,
order, resolution or other writing hereunder without being
required to determine the authenticity of such document, the
correctness of any fact stated therein, the propriety of the
service thereof or the capacity, identity or authority of any
party purporting to sign or deliver such document. The Escrow
Agent shall have no responsibility for the contents of any
such writing contemplated herein and may conclusively rely
without any liability upon the contents thereof.
(b) The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and reasonably
believed by it to be authorized hereby or with the rights or
powers conferred upon it hereunder, nor for action taken or
omitted by it in good faith, and in accordance with advice of
counsel (which counsel may be of the Escrow Agent's own
choosing), and shall not be liable for any mistake of fact or
error of judgment or for any acts or omissions of any kind
except for its own willful misconduct or gross negligence.
(c) Each of the Purchaser and Seller agrees to
jointly and severally indemnify the Escrow Agent and its
employees, directors, officers and agents and hold each
harmless against any and all liabilities incurred by it
hereunder as a consequence of such party's action, and the
parties agree jointly and severally to indemnify the Escrow
Agent and hold it harmless against any claims, costs,
payments, and expenses (including the fees and expenses of
counsel) and all liabilities incurred by it in connection with
the performance of its duties hereunder and them hereunder,
except in either case for claims, costs, payments, and
expenses (including the fees and expenses of counsel) and
liabilities incurred by the Escrow Agent resulting from its
own willful misconduct or gross negligence. The Purchaser and
Seller agree to reimburse each other for one-half of any
payments made by them pursuant to this Section 7(c) with
respect to liabilities for which the parties are jointly
liable pursuant to this Section 7(c).
8. Compensation of Escrow Agent. The Escrow Agent
shall be entitled to payment for customary fees and expenses
for all services rendered by it hereunder in accordance with
Schedule B attached hereto (as such schedule may be amended
from time to time). Purchaser and Seller shall each pay one-
half of the Escrow Agent s fees and expenses. The Escrow
Agent shall also be entitled to reimbursement on demand for
all loss, liability, damage or expenses paid or incurred by it
in the administration of its duties hereunder, including, but
not limited to, all counsel, advisors' and agents' fees and
disbursements and all taxes or other governmental charges. At
all times, the Escrow Agent will have a right of set off and
first lien on funds in the Escrow Fund for payment of
customary fees and expenses and all such reasonable loss,
liability, damage or expenses. Such compensation and expenses
shall be paid from the Escrow Fund.
9. Further Assurances. From time to time on and
after the date hereof, the other parties hereto shall deliver
or cause to be delivered to the Escrow Agent such further
documents and instruments and shall do and cause to be done
such further acts as the Escrow Agent shall reasonably request
(it being understood that the Escrow Agent shall have no
obligation to make any such request) to carry out more
effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
10. Termination of Agreement. This Agreement shall
terminate on the final disposition of the Escrow Fund provided
that the rights of the Escrow Agent and the obligations of the
other parties hereto under Sections 7 and 8 shall survive the
termination hereof and the resignation or removal of the
Escrow Agent.
11. Consents to Service of Process. Each of the
parties hereto hereby irrevocably consents to the jurisdiction
of the courts of the State of New York and of any Federal
Court located in the Borough of Manhattan in such State in
connection with any action, suit or other proceeding arising
out of or relating to this Agreement or any action taken or
omitted hereunder, and waives any claim of forum non
conveniens and any objections as to laying of venue. Each
party further waives personal service of any summons,
complaint or other process and agree that the service thereof
may be made by certified or registered mail directed to such
person at such person's address for purposes of notices
hereunder.
12. Miscellaneous. (a) This Agreement embodies
the entire agreement and understanding among the parties
relating to the subject matter hereof except, as to Purchaser
and Seller, the Purchase Agreement, and may not be changed
orally, but only by an instrument in writing signed by the
parties hereto.
(b) All notices and other communications under this
Agreement shall be in writing and shall be deemed given when
delivered personally, on the next Business Day after delivery
to a recognized overnight courier or mailed first class mail
(postage prepaid) or when sent by facsimile to the parties
(which facsimile copy shall be followed, in the case of
notices or other communications sent to the Escrow Agent, by
delivery of the original) at the following addresses (or to
such other address as a party may have specified by notice
given to the other parties pursuant to this provision):
If to the Purchaser, to:
Bastion Capital Corp.
1999 Avenue of the Stars, Suite 2960
Los Angeles, CA 90067
Attn: B. G. Bron
with a copy to:
Skadden, Arps, Et. Al.
300 S. Grand Ave., Suite 3400
Los Angeles, CA 90071
Attn: M. Woronoff
If to Seller, to:
BT Securities Corporation
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Attention: Ray Rivers and Chris Barbella
with a copy to:
BT Securities Corporation
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Attention: David Kelly
If to the Escrow Agent, to:
Bankers Trust Company
Corporate Trust and Agency Group
Four Albany Street
New York, New York 10006
Attention: Corporate Market Services
Telecopy No.: (212) 250-6961/6392
(c) The headings of the Sections of this Agreement
have been inserted for convenience and shall not modify,
define, limit or expand the express provisions of this
Agreement.
(d) This Agreement and the rights and obligations
hereunder of parties hereto may not be assigned except with
the prior written consent of the other parties hereto. This
Agreement shall be binding upon and inure to the benefit of
each party's respective successors and permitted assigns.
Except as expressly provided herein, no other person shall
acquire or have any rights under or by virtue of this
Agreement. This Agreement is intended to be for the sole
benefit of the parties hereto, and (subject to the provisions
of this Section 12(d)) their respective successors and
assigns, and none of the provisions of this Agreement are
intended to be, nor shall they be construed to be, for the
benefit of any third person.
(e) This Agreement may not be amended, supplemented
or otherwise modified without the prior written consent of the
parties hereto.
(f) The Escrow Agent makes no representation as to
the validity, value, genuineness or the collectability of any
security or other document or instrument held by or delivered
to it.
(g) The Escrow Agent shall not be called upon to
advise any party as to the wisdom in selling or retaining or
taking or refraining from any action with respect to any
securities or other property deposited hereunder.
(h) Any payments of income from the Escrow Fund
shall be subject to withholding regulations then in force with
respect to United States taxes. Each of the Purchaser and
Seller will provide the Escrow Agent with its Employer
Identification Number for use by the Escrow Agent if
necessary. It is understood that the Escrow Agent shall be
responsible for income reporting only with respect to income
earned on the Escrow Fund and will not be responsible for any
other reporting.
(i) This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
without reference to the principles of conflict of laws.
(j) This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
(k) The deposit of Shares with the Escrow Agent
shall not confer upon the Purchaser any rights as a
stockholder of Telemundo Group, Inc. with respect to the
Shares. Any rights to vote or otherwise consent with respect
to the Shares shall remain vested with the Seller until the
termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
BT SECURITIES CORPORATION
By____________________________________
Name:
Title:
Bastion Capital Fund, L.P.
By: Bastion Partners, L.P.
By: Bron Corp.
Co-general partner
By____________________________________
By: VILLANUEVA
INVESTMENTS, INC.
Co-general partner
By____________________________________
BANKERS TRUST COMPANY,
as Escrow Agent
By____________________________________
Name:
Title:
