SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
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
July 31, 1996
(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 : 1,847,685**
:
:
: (9) SOLE DISPOSITIVE
:
: 1,847,685**
:
:(10) SHARED DISPOSITIVE
:
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,847,685**
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / X /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.5%**
(14) TYPE OF REPORTING PERSON*
PN
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 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 2290 West 8th Avenue,
Hialeah, Florida 33010.
This Amendment No. 4 amends the initial statement and
Amendments No. 1 through No. 3, to the Schedule 13D, previously
filed by Bastion (collectively, the "Initial Statements") and is
being filed to report the purchase of 100,000 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 2. IDENTITY AND BACKGROUND
This Amendment No. 4 to Schedule 13D also relates to
the conversion of Juran Investments, Inc., a Delaware corporation
("Juraco") general partnership interest in Bastion Partners,
L.P., a Delaware limited partnership ("BP"), the sole general
partner of Bastion Capital Fund, L.P., a Delaware limited part-
nership ("Bastion"), into a special limited partnership interest
in BP (the "Conversion"). The Conversion was affective as of
June 1, 1996 at which time Juraco ceased to be a general partner
in BP and became a special limited partner in BP. The principal
business of Juraco is to act as a special limited partner of BP.
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
$2,312,500. Such funds were obtained from the working capital
of Bastion.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Bastion is the beneficial owner of (i) 964,997
Class A Shares (approximately 16.4% of the Class A Shares
outstanding) and (ii) 882,688 Class B Shares (approximately 21.4%
of the Class B Shares outstanding). The 1,847,685 Shares owned
by Bastion represent approximately 18.5% of the total Shares
outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 8. Letter Agreement dated July 31, 1996.
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: August 2, 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
8 Letter Agreement dated July 31, 1996. 6
BT SECURITIES CORPORATION
One Bankers Trust Plaza
New York, New York 10006
July 31, 1996
Bastion Capital Fund, L.P.
1999 Avenue of the Stars, Suite 2960
Los Angeles, California 90067
Attention: Guillermo Bron
Re: Sale of 100,000 shares (the "Shares") of Class A Common
Stock of Telemundo Group, Inc. (the "Company")
Dear Sirs:
In connection with our sale to you today of the Shares referred
to above, BT Securities Corporation ("Seller") represents and
agrees with you as follows:
1. Information. Seller acknowledges that you, as the
purchaser of the Shares (the "Purchaser"), have advised Seller
that (i) Purchaser is a principal equity owner of the Company
and, as such (including, without limitation, through 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, business, 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. Seller acknowledges and agrees that
Purchaser shall have no obligation to disclose to Seller any of
such Information.
2. 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, its affiliates,
and their respective officers, directors, employees,
representatives and agents, based upon, relating to or arising
out or 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. 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. Tender Offer. Seller represents that its purchase of
the Shares did not constitute a tender offer under Sections
13(e), 14(d) or 14(c) of the Securities Exchange Act of 1934, as
amended. Purchaser represents that, assuming the accuracy of
Seller's representation in the preceding sentence, its purchase
of the Shares, when taken together with any other bids for or
purchases by the Purchaser or persons acting on its behalf of
securities of the same class as the Shares, do not constitute
such a tender offer.
BT SECURITIES CORPORATION
By:/s/ Ray Rivers
Name: Ray Rivers
Title: Managing Director
Acknowledged and agreed:
BASTION CAPITAL FUND, L.P.
By: Bastion Partners, L.P.
By: Bron Corp.
Co-general Partner
By:/s/ Guillermo Bron
By: VILLANUEVA INVESTMENTS, INC.
Co-general Partner
By:/s/ Daniel D. Villanueva
