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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
October 29, 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].
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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 315,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
315,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
IN
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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 315,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
315,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
IN
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This Statement amends and supplements the information set forth
in the Schedule 13D filed by the Reporting Persons (as defined therein) with
the Securities and Exchange Commission (the "Commission") on May 24, 1996, and
constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein
without definition shall have the meaning assigned to such terms in the Schedule
13D.
Item 2. Identity and Background
The third paragraph of this Item 2 is amended in its entirety
as set forth below:
The shares of Series A Common Stock which are the subject of
this Statement are held by BEM (223,000 shares) and BEM International
(92,000 shares).
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 is amended in its entirety as set forth below:
The Funds expended an aggregate of approximately $4,115,000
(including brokerage commissions) to purchase the 315,000 shares of Series A
Common Stock held by them. The source of these monies was working capital of
the respective Funds.
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Item 5. Interest in Securities of the Issuer
Paragraphs (a) - (c) of Item 5 are amended in their entirety
as set forth below:
(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
315,000 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 4.9% 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 June 30, 1996, as reflected in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1996.
(c) The trading dates, number of shares sold 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.
Paragraph (e) of Item 5 is amended in its entirety as set
forth below:
(e) The Reporting Persons ceased to have Beneficial Ownership
of more than 5% of the Series A Common Stock on October 30, 1996.
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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.
November 1, 1996
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metgzer
Mark Metzger
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Schedule I
Date Shares Sold Price Per Share
---- ----------- ---------------
BEM Partners, L.P. 10/22/96 22,000 $29.88
10/23/96 4,000 29.00
10/24/96 11,000 28.88
10/25/96 7,000 28.88
10/29/96 18,000 30.19
10/30/96 27,000 28.79
BEM International Ltd. 10/22/96 8,000 29.88
10/23/96 1,000 29.00
10/24/96 4,000 28.88
10/25/96 3,000 28.88
10/29/96 7,000 30.19
10/30/96 8,000 28.79
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