<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TELEMUNDO GROUP, INC.
(Name of Issuer)
Series A Common Stock, $.01 par value
(Title of Class of Securities)
105303101
(CUSIP Number)
Mark G. Ewald
BEM Management, Inc.
520 Madison Avenue
New York, New York 10022
(212) 832-8720
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1996
(Date of Event which Requires Filing 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 this statement [x].
<PAGE>
SCHEDULE 13D
CUSIP No. 105303101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence M. Blau
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 435,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
435,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 105303101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES 435,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
435,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the Series A Common Stock, par value $.01 per share (the "Series A Common
Stock"), of Telemundo Group, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2290 West 8th
Avenue, Hialeah, Florida 33010.
Item 2. Identity and Background
The Statement is being filed by (1) Lawrence M. Blau ("Mr.
Blau"), a United States citizen, in his capacity as (a) one of the two
managing general partners of BEM Partners, L.P., a limited partnership
organized under the laws of the state of Delaware ("BEM"), and (b) chairman of
BEM International Management Ltd., a corporation organized under the laws of
Bermuda ("BEM International Management") that serves as investment manager to
BEM International Ltd., a corporation organized under the laws of Bermuda
("BEM International" and, together with BEM, the "Funds"); and (2) Mark
Metzger ("Mr. Metzger"), a United States citizen, in his capacity as (a) one
of the two managing general partners of BEM and (b) vice chairman of BEM
International Management. Mr. Blau and Mr. Metzger are sometimes collectively
referred to herein as the "Reporting Persons".
Mr. Blau and Mr. Metzger, as managing general partners of
BEM, are primarily responsible for the management of its assets. Mr. Blau and
Mr. Metzger, as chairman and vice chairman,
<PAGE>
respectively, of BEM International Management and pursuant to various
contractual arrangements are primarily responsible for the management of BEM
International's assets. Mr. Blau and Mr. Metzger are also president and
managing director, respectively, of BEM Management, Inc., a Delaware
corporation that serves as administrator of BEM. The principal offices of BEM
and BEM Management, Inc. are located at 520 Madison Avenue, 35th Floor, New
York, New York 10022, which is also the business address of Mr. Blau and Mr.
Metzger. The principal business offices of BEM International Management and
BEM International are located at Rosebank Centre, 11 Bermudiana Road, Pembroke
HM 08, Bermuda.
The shares of Series A Common Stock which are the subject of
this Statement are held by BEM (312,000 shares) and BEM International (123,000
shares).
None of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
During the last five years, none of the Reporting Persons
has 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 finding any violation with respect to such laws.
<PAGE>
Item 3. Sources and Amounts of Funds or Other Consideration
The Funds expended an aggregate of approximately $6,352,500
(including brokerage commissions) to purchase the 435,000 shares of Series A
Common Stock held by them. The source of these monies was working capital of
the respective Funds.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Series A
Common Stock by each of the Reporting Persons is for investment. Each
Reporting Person may make further purchases of Series A Common Stock for his
own account or for the account of either or both of the Funds from time to
time and may dispose of any or all of the shares of Series A Common Stock held
by him or the Funds at any time.
Except as set forth above, neither of the Reporting Persons
nor, to the best of their knowledge, the Funds have any present plans or
proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
1. Mr. Blau and Mr. Metzger each has beneficial ownership
for purposes of Section 13(d) of the Securities Exchange Act of 1934 of
435,000 shares of Series A Common Stock by virtue of his position as one of
the two managing general partners of BEM and as one of the two persons
responsible, through BEM International Management, for the management of the
assets of BEM International. Such shares represent approximately 6.8% of the
issued and outstanding shares of Series A Common Stock. Mr. Blau and Mr.
Metzger share voting power and dispositive power over these shares of Series A
Common Stock.
2. The percentages used herein are calculated based upon the
6,414,864 shares of Series A Common Stock stated to be issued and outstanding
at April 18, 1996, as reflected in the Company's Proxy Statement dated May 13,
1996.
(c) The trading dates, number of shares purchased and price
per share (including commissions) for all transactions by the Reporting
Persons during the past 60 days are set forth in Schedule I hereto. All such
transactions were effected on the NASDAQ.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement among the Reporting
Persons.
<PAGE>
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.
May 24, 1996
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metgzer
Mark Metzger
<PAGE>
Schedule I
<TABLE>
<CAPTION>
Date Shares Purchased Price Per Share
---- ---------------- ---------------
<S> <C> <C> <C>
BEM Partners, L.P. 4/16/96 24,000 $17.12
5/16/96 72,000 22.12
5/20/96 7,000 20.50
5/21/96 10,000 20.50
BEM International Ltd. 4/16/96 6,000 17.12
5/16/96 28,000 22.12
5/20/96 3,000 20.50
5/21/96 5,000 20.50
</TABLE>
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D dated May 24, 1996 with respect to the Series A Common Stock of Telemundo
Group, Inc. is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of
which shall for all purposes be deemed to be an original and all of which
shall constitute one and the same instrument.
Dated: May 24, 1996
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metzger
Mark Metzger
