UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TELEMUNDO GROUP, INC.
-------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------------
(Title of Class of Securities)
87943M306
87943M405
-----------------
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1997
----------------------------
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 6 Pages
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Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 87943M306 & 87943M405
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
TLMD Partners II, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]**
3 SEC Use Only
4 Source of Funds*
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
Number of 1,550,465**
Shares
Beneficially 8 Shared Voting Power
Owned By 2,550,619**
Each
Reporting 9 Sole Dispositive Power
Person 1,550,465**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,101,084**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
40.3%**
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEMS 4 AND 5 OF INITIAL SCHEDULE 13D AS AMENDED HEREBY.
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Page 3 of 6 Pages
SCHEDULE 13D
CUSIP No. 87943M306 & 87943M405
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
Leon Black
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]**
3 SEC Use Only
4 Source of Funds*
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0**
Each
Reporting 9 Sole Dispositive Power
Person 202,933**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
202,933**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
2.0%**
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEMS 4 AND 5 OF INITIAL SCHEDULE 13D AS AMENDED HEREBY.
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Page 4 of 6 Pages
This Amendment No. 2 to statement on Schedule 13D relates to shares of
common stock, $.01 par value (the "Shares"), of Telemundo Group, Inc., a
Delaware corporation (the "Issuer"). This Amendment No. 2 amends the initial
statement on Schedule 13D dated January 9, 1995, as heretofore amended (the
"Initial Schedule 13D"). Reference is made to the Initial Schedule 13D for
information concerning certain defined terms used herein and not otherwise
defined herein. The Initial Schedule 13D is supplementally amended as set forth
herein.
ITEM 4. PURPOSE OF TRANSACTION.
As previously announced by the Issuer, it has hired the investment
banking firm of Lazard Freres & Co. LLC ("Lazard") to assist it in discussions
with potential strategic partners. In connection therewith, Lazard has sought
proposals from potential strategic partners regarding a variety of possible
strategic transactions. In connection with this process, certain entities (the
"Affiliated Entities") with which Mr. Black and Bastion are affiliated have in
conjunction with unaffiliated persons submitted a proposal (the "Proposal") to
Lazard which contemplates the acquisition of all of the outstanding Shares of
the Common Stock of the Issuer. The Board of Directors of the Issuer has
indicated to the Reporting Persons that it has established a group of Board
members, who are not affiliated with Mr. Black, Bastion or the Affiliated
Entities, with exclusive responsibility for evaluating the Proposal and any
other proposals for possible strategic transactions which the Issuer may receive
from other persons. The Issuer has indicated that there can be no assurance that
the acquisition contemplated by the Proposal, or any other strategic
transactions, will be accepted by the Issuer or, if accepted, will be
consummated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) i) The 1,550,465 Series B Shares of which TLMD may be considered
the direct beneficial owner represent approximately 15.3% of the total Shares
outstanding and, as a result of the conversion of Series B Shares into Series A
Shares in accordance with the provisions of the Issuer's Certificate by persons
unaffiliated with the Reporting Persons, such 1,550,465 Series B Shares
currently represent approximately 50% of the Series B Shares outstanding (such
percentage, and all other percentages set forth herein, are based upon the
Reporting Persons' understanding that 7,062,544 Series A Shares and 3,103,112
Series B Shares were outstanding, and without giving effect to the exercise of
warrants, options or similar rights).
ii) Mr. Black may be deemed to be the direct beneficial owner of
202,933 Shares, comprising 200,000 Series B Shares and 2,933 Series A Shares.
The 202,933 Shares of which Mr. Black may be deemed the beneficial owner
represent approximately 2.0% of the total Shares outstanding and such 200,000
Series B Shares currently represent, as a result of the conversion of Series B
Shares into Series A Shares in accordance with the provisions of the Issuer's
Certificate by persons unaffiliated with the Reporting Persons, approximately
6.4% of the Series B Shares outstanding.
Lion Advisors for the benefit of an investment account under
management over which Lion Advisors has exclusive voting, dispositive and
investment power, is the beneficial owner of 29,242 Warrants. AIF is the
beneficial owner of 12,532 Warrants. Each Warrant represents the right to
receive one Series A Share upon the payment of the exercise price of $7.00 per
Warrant (such number of Warrants represents less than 1% of the total Shares
outstanding). TLMD and Mr. Black disclaim beneficial ownership of the Warrants
held by Lion Advisors and AIF.
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Page 5 of 6 Pages
iii) The Reporting Persons understand that Bastion beneficially
owns 964,997 Series A Shares and 882,688 Series B Shares and Hernandez
beneficially owns 49,998 Series A Shares and 450,001 Series B Shares. The
Reporting Persons and the Other Shareholders may be deemed to be the beneficial
owners of, in the aggregate, 4,101,084 Shares, representing approximately 40.4%
of the total Shares outstanding. As a result of the conversion of Series B
Shares into Series A Shares in accordance with the provisions of the Issuer's
Certificate by persons unaffiliated with the Reporting Persons, the 882,688
Series B Shares beneficially owned by Bastion and the 450,001 Series B Shares
beneficially owned by Hernandez Partners, L.P., when aggregated with the Series
B Shares directly owned by the Reporting Persons, currently represents
approximately 99% of the Series B Shares outstanding. The Reporting Persons also
understand that Roland Hernandez, a general partner of Hernandez Partners, L.P.
and Chief Executive Officer of the Issuer, holds options representing the
immediate right to purchase 416,407 Series A Shares which are not included in
the foregoing figures. The information as to persons other than the Reporting
Persons is made to the best knowledge of the Reporting Persons. TLMD and Mr.
Black disclaim beneficial ownership of any Shares held by each other or by the
Other Shareholders. Neither Hernandez Partners, L.P. nor Roland Hernandez is a
participant in making the Proposal.
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Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: November 18, 1997 TLMD PARTNERS II, L.L.C.
By: AIF II, L.P., Manager
By: Apollo Advisors, L.P.
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: /s/ John Hannan
---------------------------------------
Name: John Hannan
Title: Vice President
Date: November 18, 1997 /s/ Leon Black
-------------------------------------------------
LEON BLACK
