<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 8-K/A
_______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 26, 1996
-----------------
TELEMUNDO GROUP, INC.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 0-16099 13-3348686
- -------- ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2290 West 8th Avenue, Hialeah, Florida 33010
- -------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 884-8200
Page 1 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
This form 8-K/A amends the Form 8-K dated February 26, 1996.
The following item has been amended:
Item 7.
(a) FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Included as part of this Form 8-K/A are audited financial statements
of Video 44 for fiscal years ended December 31, 1995 and 1994.
(b) PRO FORMA FINANCIAL INFORMATION.
Included as part of this Form 8-K/A are Historical and Pro Forma
(unaudited) Condensed Consolidated Statements of Operations of the
registrant for the fiscal year ended December 31, 1995 and a
Historical and Pro Forma (unaudited) Condensed Consolidated Balance
Sheet at December 31, 1995.
(c) EXHIBITS
23.1 Consent of Price Waterhouse LLP.
Page 2 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEMUNDO GROUP, INC.
(Registrant)
Date: May 7, 1996 By: /s/ Peter J. Housman II
------------------------
Peter J. Housman II
Chief Financial Officer and Treasurer
Page 3 of 8 pages
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Joint Venturers
of Video 44
In our opinion, the accompanying balance sheets and the related statements of
income, of joint venturers' equity and of cash flows present fairly, in all
material respects, the financial position of Video 44 (an unincorporated joint
venture) at December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Video 44's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Chicago, Illinois
February 9, 1996
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Net revenues $17,622,805 $16,385,054
----------- -----------
Operating expenses
Technical and program 3,811,932 3,271,257
Selling, general and
administrative 6,022,379 4,595,806
Management fee - related
party (Note 7) 400,000 400,000
Depreciation and amortization 1,982,299 1,852,052
----------- -----------
12,216,610 10,119,115
----------- -----------
Operating income 5,406,195 6,265,939
----------- -----------
Interest income 63,149 42,449
Interest expense - related party (186,554) (457,594)
----------- -----------
(123,405) (415,145)
----------- -----------
Net income $ 5,282,790 $ 5,850,794
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of this statement.
- 2 -
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
------ ---- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 833,899 $ 1,188,721
Accounts receivable - trade, net of
allowance for uncollectible accounts
of $141,593 and $50,000 in 1995 and
1994, respectively 2,947,798 3,145,756
Other current assets 142,870 209,302
----------- -----------
Total current assets 3,924,567 4,543,779
----------- -----------
PROPERTY AND EQUIPMENT
Land 1,090,247 1,090,247
Building and improvements 1,683,675 1,661,875
Equipment, furniture and fixtures,
and vehicles 5,309,060 4,397,302
----------- -----------
8,082,982 7,149,424
Less: Accumulated depreciation 4,174,956 3,566,261
----------- -----------
Net property and equipment 3,908,026 3,583,163
----------- -----------
BROADCAST LICENSE (NET) 12,696,505 13,270,109
NON-COMPETE AGREEMENT (NET) 1,666,663 2,466,663
----------- -----------
$22,195,761 $23,863,714
----------- -----------
----------- -----------
LIABILITIES AND JOINT VENTURERS' EQUITY
---------------------------------------
CURRENT LIABILITIES
Note payable - related party -
current portion $ - $ 2,000,000
Accounts payable 180,646 223,262
Music license fees 428,991 442,712
Employee compensation 827,791 779,752
Other 485,878 422,259
----------- -----------
Total current liabilities 1,923,306 3,867,985
NOTE PAYABLE - RELATED PARTY -
LONG TERM - 1,600,000
OTHER LONG-TERM LIABILITIES 107,143 223,207
JOINT VENTURERS' EQUITY 20,165,312 18,172,522
----------- -----------
$22,195,761 $23,863,714
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of this statement.
- 3 -
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
STATEMENTS OF JOINT VENTURERS' EQUITY
YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
National
Subscription
Harriscope Essaness Television
of Chicago, Theatres of Chicago,
Inc. Corporation Inc. Total
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Equity at January 1, 1994 $8,092,918 $3,154,562 $3,613,354 $14,860,834
Net income for the year
ended December 31, 1994 2,925,397 1,491,952 1,433,445 5,850,794
Capital distributions (1,269,554) (647,472) (622,080) (2,539,106)
----------- ----------- ----------- -----------
Equity at December 31, 1994 9,748,761 3,999,042 4,424,719 18,172,522
Net income for the year
ended December 31, 1995 2,641,395 1,347,111 1,294,284 5,282,790
Capital distributions (1,645,000) (838,950) (806,050) (3,290,000)
----------- ----------- ----------- -----------
Equity at December 31, 1995 $10,745,156 $4,507,203 $4,912,953 $20,165,312
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of this statement.
- 4 -
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income $ 5,282,790 $ 5,850,794
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 1,982,299 1,852,052
(Increase) decrease in other
assets and liabilities:
Accounts receivable - trade, net 197,958 (114,907)
Other current assets 66,432 35,996
Accounts payable (42,616) 59,007
Accrued liabilities (18,127) 244,277
----------- -----------
Net cash provided by
operating activities 7,468,736 7,927,219
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (933,558) (176,015)
----------- -----------
Net cash used by investing
activities (933,558) (176,015)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable -
related party (3,600,000) (5,000,000)
Capital distributions (3,290,000) (3,179,106)
----------- -----------
Net cash (used by) provided by
financing activities (6,890,000) (8,179,106)
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (354,822) (427,902)
CASH AND CASH EQUIVALENTS
Beginning of year 1,188,721 1,616,623
----------- -----------
End of year $ 833,899 $ 1,188,721
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of this statement.
- 5 -
<PAGE>
VIDEO 44
(An Unincorporated Joint Venture)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
ORGANIZATION
Video 44, a joint venture (the "Venture" or the "Company"), was formed in 1980
for the purpose of owning and operating facilities to broadcast over WSNS-TV.
WSNS-TV is one of two Spanish-language television stations located in Chicago,
Illinois. The Joint Venture Agreement provides for the capital, profits, assets
and liabilities of Video 44 to be allocated to the joint venturers as follows:
Harriscope of Chicago, Inc. ("Harriscope") 50.0%
Essaness Theatres Corporation ("Essaness") 25.5%
National Subscription Television
of Chicago, Inc. ("NST") 24.5%
The Management Board of Video 44 consists of seven members, three of whom are
appointed by an affiliate of Oak Industries, Inc., an investor in NST and
Harriscope; two of whom are appointed by officers of Harriscope; and two of whom
are appointed by officers of Essaness.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash balances and short-term investments
with original maturities of three months or less. The Venture recorded $63,149
and $42,449 in interest income on short-term investments in 1995 and 1994,
respectively. All amounts are recorded at cost, which approximates market.
REVENUE RECOGNITION
Advertising revenues are recognized when commercials are broadcast.
- 6 -
<PAGE>
BARTER TRANSACTIONS
The Company barters unsold advertising time for services (primarily media time
and promotion of the station at special events). Such transactions are recorded
in the financial statements at the estimated fair value of the services
received. Barter revenue and barter expense are recognized when the commercials
or special events are broadcast by the Venture. The difference between this
method and the recognition of barter expense when the bartered service is used
by the Venture is not material. Barter revenue and barter expense was
$1,612,647 in 1995 and $527,164 in 1994.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Additions and improvements are
capitalized, while expenditures for maintenance and repairs are expensed as
incurred. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. The cost and accumulated depreciation of
property sold or retired are removed from the accounts, and gains or losses, if
any, are reflected in earnings for the period.
BROADCAST LICENSE AND NON-COMPETE AGREEMENTS
Broadcast license costs are being amortized on a straight-line basis over 25
years. The non-compete agreement is being amortized on a straight-line basis
over five years, the term of the non-compete agreement. Periodically, the value
of these assets are reviewed for impairment. Accumulated amortization at
December 31, 1995 for the broadcast license and non-compete agreement was
$1,642,108 and $2,333,337, respectively. Accumulated amortization at December
31, 1994 for the broadcast license and non-compete agreement was $1,068,598 and
$1,533,337, respectively.
INCOME TAXES
No provision for income taxes is necessary in the financial statements of the
Venture because, as a joint venture, it is not subject to income tax, and the
tax effect of its activities accrues to the joint venturers.
EMPLOYEE BENEFITS
The Company sponsors two defined contribution employee benefit plans, one
covering union employees and the other covering salaried employees. Annual
contributions to these plans are based on a fixed rate per hour for union
employees and a fixed percentage of wages for salaried employees. Expense
relating to these plans amounted to $138,672 and $126,014 in 1995 and 1994,
respectively.
- 7 -
<PAGE>
NOTE 2 - ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following is an analysis of the activity in the allowance for doubtful
accounts during 1995 and 1994
Balance at December 31, 1993 $240,085
Expense 326,352
Write-offs (net of recoveries) (516,437)
--------
Balance at December 31, 1994 50,000
Expense 387,804
Write-offs (net of recoveries) (296,211)
--------
Balance at December 31, 1995 $141,593
--------
--------
NOTE 3 - DEBT:
On May 27, 1993, the Venture entered into a Term Loan Agreement ("Loan") for $10
million with the Trust. The Loan requires quarterly payments of principal and
interest, beginning on September 30, 1993 and June 30, 1993, respectively, with
final maturity on May 31, 1996. Interest accrues quarterly on the outstanding
principal balance at the Venture's option of LIBOR plus 2.25% (decreasing to
1.5% after September 30, 1995) or the prime rate (as quoted by First National
Bank of Chicago) plus .5% (with no premium after September 30, 1995). During
1995, the Venture repaid the remaining Loan principal balance.
Interest paid during the years 1995 and 1994 totaled approximately $186,553 and
$423,000, respectively.
NOTE 4 - NETWORK AGREEMENT:
Since January 1989, the Venture has been an affiliate of Telemundo Group, Inc.
("Telemundo"). Pursuant to a Network Affiliation and Representation Agreement,
Telemundo provides the Venture with Spanish-language programming for broadcast
in the Chicago market and with national sales representation services to market
commercial advertising time. Under the terms of the latest agreement effective
January 1, 1993 and extended through December 31, 1996, Telemundo guaranteed the
Venture a minimum level of Total Affiliate Revenues (as defined).
NOTE 5 - LEASE AGREEMENT:
The Company leases certain operating facilities under a lease which expires in
1999, with the option to extend the lease term through September 30, 2009. The
lease generally provides that the Company will pay for utilities, real estate
taxes, maintenance and insurance. In addition, the Company leases two
- 8 -
<PAGE>
vehicles. Minimum annual rental payments under noncancelable operating leases
are $198,202 in 1996, $196,592 in 1997, $185,338 in 1998 and $139,004 in 1999.
Rent expense was $202,303 and $203,606 in 1995 and 1994, respectively.
NOTE 6 - RELATED PARTY TRANSACTIONS:
In 1995 and 1994, the Venture paid management fees of $400,000 as follows:
- - $150,000 to Oak Industries, Inc.
- - $125,000 to an individual who is an investor in Essaness.
- - $75,000 allocated evenly to two individuals who are investors in
Harriscope.
- - $50,000 to Harriscope Corporation, a corporation owned by an investor in
Harriscope.
NOTE 7 - PENDING SALE TO TELEMUNDO GROUP, INC.
On November 8, 1995, certain joint venturers of the Venture entered into an
agreement to sell for $44.7 million, adjusted for changes in net working
capital, their combined 74.5% ownership interest in Video 44 to Telemundo. The
sale is expected to be completed in February 1996.
- 9 -
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA ADJUSTMENTS PRO
---------- --------------------- FORMA
(UNAUDITED) COMPANY
COMPANY VIDEO 44 ACQUISITION REFINANCING (UNAUDITED)
------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenue $169,148 $17,623 $ - $ - $186,771
-------- -------- ----------- ----------- ----------
Costs and expenses:
Direct operating costs 78,609 3,812 (300) (g) - 82,121
Selling, general & administrative expenses
other than network and corporate 34,270 6,022 (167) (g) - 40,125
Network expenses 25,848 - - - 25,848
Corporate expenses 4,400 400 (280) (g) - 4,520
Depreciation and amortization 11,642 1,982 (100) (h) - 13,524
-------- -------- ------- -------- ----------
154,769 12,216 (847) - 166,138
-------- -------- ------- -------- ----------
Operating income 14,379 5,407 847 - 20,633
Other expense (104) - - - (104)
Interest expense - net of interest income (14,489) (123) - (5,630) (f) (20,242)
Net loss from investment in TeleNoticias (6,355) - - - (6,355)
-------- -------- ------- -------- ----------
Income (loss) before income taxes (6,569) 5,284 847 (5,630) (6,068)
Income tax provision (e) (3,519) - - - (3,519)
Minority interest - - (2,550) (i) - (2,550)
-------- -------- ------- -------- ----------
Income (loss) before extraordinary item (10,088) 5,284 (1,703) (5,630) (12,137)
Extraordinary loss - extinguishment of debt - - - (16,023) (d) (16,023)
-------- -------- ------- -------- ----------
Net income (loss) $(10,088) $ 5,284 $(1,703) $(21,653) $(28,160)
-------- -------- ------- -------- ----------
-------- -------- ------- -------- ----------
Income (loss) before extraordinary item per share $(1.21)
----------
----------
Weighted average shares outstanding 10,000,035
----------
----------
</TABLE>
Page 4 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA ADJUSTMENT PRO
---------- -------------------- FORMA
(UNAUDITED) COMPANY
COMPANY VIDEO 44 ACQUISITION(a) REFINANCING(c) (UNAUDITED)
------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets, other than accounts receivable $21,653 $977 $(728) (b) $780 (c) $22,682
Accounts receivable, net 45,801 2,948 (2,196) (b) - 46,553
Property & equipment, net 60,538 3,908 814 (a) - 65,260
Other assets 6,267 - - 6,000 (c) 12,267
Broadcast licenses and other intangible assets 90,200 14,363 31,275 (a) - 135,838
-------- ------- ------- -------- --------
Total assets $224,459 $22,196 $29,165 $6,780 $282,600
-------- ------- ------- -------- --------
-------- ------- ------- -------- --------
LIABILITIES AND EQUITY
Current liabilities (excluding current portion
of Capital Lease Obligations) $30,409 $1,924 $(1,433) (b) $ - $30,900
1,000 (a) (1,000) (c) -
Credit Facility 5,997 - - (4,700) (c) 1,297
Capital Lease Obligations 7,312 - - - 7,312
Old Notes 102,035 - - (102,035) (c) -
Senior Notes - - 44,700 (c) 130,538 (c) 175,238
Other long-term liabilities 18,455 107 - - 18,562
-------- ------- ------- -------- --------
Total liabilities 164,208 2,031 44,267 22,803 233,309
-------- ------- ------- -------- --------
Minority Interest - - 5,063 - 5,063
STOCKHOLDERS'EQUITY 60,251 - - (16,023) (d) 44,228
PARTNERS' EQUITY - 20,165 (20,165) (a) - -
-------- ------- ------- -------- --------
Total equity 60,251 20,165 (20,165) (16,023) 44,228
-------- ------- ------- -------- --------
Total liabilities & equity $224,459 $22,196 $29,165 $6,780 $282,600
-------- ------- ------- -------- --------
-------- ------- ------- -------- --------
</TABLE>
Page 5 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 26, 1996, Telmundo completed the acquisition of a 74.5%
interest in a joint venture ("Video 44"), which owns WSNS-TV, Channel 44
in Chicago, which has been the Company's largest affiliated station
(the "Acquisition"). The purchase price for the Acquisition was
approximately $45 million. On February 26, 1996, the Company also
completed the sale of $192 million in aggregate principal amount of
10.5% Senior Notes due 2006 (the "New Senior Notes"), the proceeds of
which were used primarily for the Acquisition and to repurchase
approximately $116.7 million principal amount of its 10.25% Senior Notes
("10.25% Notes"), representing approximately 99.8% of the aggregate
outstanding principal amount of the 10.25% Notes, tendered in a repurchase
offer which commenced on November 27, 1995 (the "Repurchase").
a) Reflects the acquisition of a 74.5% interest in Video 44 (the
"Acquisition") for cash of $44.7 million and $1.0 million of costs and
other liabilities associated with the Acquisition. The allocation of the
$45.7 million between property and equipment and broadcast licenses and
other intangible assets is an estimate. Appraisals will be performed to
establish the allocation to be used under the purchase method of accounting
for the 74.5% interest being acquired. The remaining minority interest
will be carried at the proportionate historical book value after adjusting
for certain debt not assumed as part of the Acquisition. The purchase
price has been allocated as follows (dollars in thousands):
74.5%
HISTORICAL
PURCHASE BOOK VALUE
PRICE OF VIDEO 44'S PRO FORMA
ALLOCATION ASSETS ADJUSTMENT
---------- ------------- ----------
Property and equipment $ 3,725 $ (2,911) $ 814
Broadcast licenses and
other intangible assets 41,975 (10,700) 31,275
------- -------- -------
Total $45,700 $(13,611) $32,089
------- -------- -------
------- -------- -------
b) Eliminates the 74.5% of Video 44's working capital accounts which the
sellers are retaining.
c) Reflects the transactions. Assumes that all Old Notes are repurchased at
100% of their aggregate principal amount (dollars in thousands):
Source:
Gross Proceeds from the Senior Notes . . . . . . . . . $175,238
--------
--------
Uses:
The Acquisition. . . . . . . . . . . . . . . . . . . . $ 44,700
Costs associated with the Acquisition. . . . . . . . . 1,000
--------
Total purchase price. . . . . . . . . . . . . . . 45,700
Repurchase of Old Notes at 100%. . . . . . . . . . . . 116,889
Consent Fee at 1% of Old Notes . . . . . . . . . . . . 1,169
General corporate purposes; repay portion
of Credit Facility . . . . . . . . . . . . . . . . . 5,480
Underwriting fees and other debt issuance costs. . . . 6,000
--------
$175,238
--------
--------
Page 6 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
d) Reflects extraordinary loss on extinguishment of debt (dollars in
thousands):
DECEMBER 31,
1995
------------
Repurchase of Old Notes at 100% . . . . . . . . . . $ 116,889
Consent Fee . . . . . . . . . . . . . . . . . . . . 1,169
---------
$ 118,058
Net book value of the Old Notes . . . . . . . . . . (102,035)
---------
$ 16,023
---------
---------
e) No income tax benefits have been included in the pro forma adjustments
pursuant to FASB Statement #109 "Accounting for Income Taxes" as their
realization cannot be assured.
f) The components of the pro forma interest adjustment are computed as follows
(dollars in thousands):
YEAR ENDED
DECEMBER 31,
1995
------------
Senior Notes. . . . . . . . . . . . . . . . . . . . $ 18,530
Amortization of debt issue costs. . . . . . . . . . 600
Credit Facility . . . . . . . . . . . . . . . . . . 727
Capital Lease Obligations . . . . . . . . . . . . . 605
--------
Pro forma interest expense. . . . . . . . . . . . 20,462
Less: interest income . . . . . . . . . . . . . . (220)
--------
Pro forma interest expense, net . . . . . . . . . . 20,242
Company historical interest expense - net . . . . . (14,489)
Video 44 historical interest expense - net. . . . . (123)
--------
Pro forma adjustment. . . . . . . . . . . . . . . . $ 5,630
--------
--------
Page 7 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
g) Adjustment to reflect the reduction of management fees and the efficiencies
to be realized by operating WSNS as part of the Company's station group, as
follows (dollars in thousands):
DECEMBER 31,
1995
------------
Direct operating costs (integration
efficiencies). . . . . . . . . . . . . . . . . . $300
Selling, general and administrative expenses
(integration efficiencies) . . . . . . . . . . . 167
Corporate expenses (management fees). . . . . . . 280
----
$747
----
----
h) The impact of depreciation and amortization from the application of the
purchase method of accounting for the Acquisition is summarized as follows
(dollars in thousands):
CLASSIFICATION DECEMBER 31,
-------------- 1995
------------
Property and equipment. . . . . . . . . . . . . . . $ 1,277
Intangible assets . . . . . . . . . . . . . . . . . 605
-------
1,882
Historical depreciation and amortization of
Video 44 . . . . . . . . . . . . . . . . . . . . . (1,982)
-------
$ (100)
-------
-------
i) Reflects minority partner interest which is the "minimum annual preferred
distribution."
Page 8 of 8 pages
The Exhibit Index Appears on Page 2
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-603) of
Telemundo Group, Inc. of our report dated February 9, 1996 relating to the
financial statements of Video 44 as of December 31, 1995 and 1994 and for
each of the two years in the period ended December 31, 1995, which appears in
the Current Report on Form 8-K/A of Telemundo Group, Inc. dated May 7, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 7, 1996
