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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
TELEMUNDO GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(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:
Edmund M. Kaufman, Esq.
Irell & Manella LLP
333 South Hope Street, Suite 3300
Los Angeles, California 90071
(213) 620-1555
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
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: ___
/ /
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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%**
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(14) TYPE OF REPORTING PERSON*
PN
** Please see Items 4 and 5 of the Initial Statements, as amended hereby
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 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. 5 amends the initial statement and Amendments No. 1
through No. 4, to the Schedule 13D, previously filed by Bastion
(collectively, the "Initial Statements") and is being filed to report the
matters set forth in Item 4 hereof. 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 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 strtegic partners. In connection therewith,
Lazard has sought proposals from potential stategic partners regarding
possible stategic transactions, including, among other things, the sale of
all of the Shares. In connection with this process, certain entities (the
"Affiliated Entities") with which Bastion is affiliated have in conjunction
with unafilliated persons submitted a proposal (the "Proposal") to Lazard
which contemplates the acquisition of all of the Shares. The Board of
Directors of the Issuer has established a group of Board members, who are not
affiliated with Bastion or the Affiliated Entities, to evaluate the Proposal
and any other proposals for possible stategic transactions which may be
received from other persons. There can be no assurance that the acquisition
contemplated by the Proposal, or any other stategic transactions, will be
accepted by the Issuer or, if accepted, will be consummated.
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.
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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.
Date: November 19, 1997
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
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