<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
AMENDMENT NO. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
Commission File Number 0-16099
___________
TELEMUNDO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3348686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
___________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Series A Common Stock, $.01 par value
Series A Common Stock Purchase Warrants
__________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] No [_]
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [_]
As of March 26, 1998, 10,267,090 shares of Common Stock of Telemundo
Group, Inc. were outstanding, and the aggregate market value of the voting stock
held by nonaffiliates was approximately $262,474,000. Directors, officers and
10% or greater stockholders are considered affiliates for purposes of this
calculation but should not be deemed affiliates for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Telemundo Group, Inc. 1997
Annual Report to Stockholders - Parts II and IV.
===============================================================================
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-16099
TELEMUNDO GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, solely for the purpose of amending and
restating the Independent Auditors' Report contained on page 25 of the
Registrant's 1997 Annual Report, and including the separate auditors' report on
page 25A referred to in the Independent Auditors' Report of the Registrant's
1997 Annual Report, filed as exhibit 13.1.
2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
The Consolidated Financial Statements of Telemundo Group, Inc. and
Subsidiaries, including the independent auditor's report thereon, which appear
on pages 8 through 25 of the Telemundo Group, Inc. 1997 Annual Report to
Stockholders, are incorporated herein by reference.
<TABLE>
<CAPTION>
1997 Annual
Report Page No.
---------------
TELEMUNDO GROUP, INC. AND SUBSIDIARIES:
<S> <C>
Consolidated Statements of Operations............................................... 8
Consolidated Balance Sheets......................................................... 9
Consolidated Statements of Changes in Common Stockholders' Equity................... 10
Consolidated Statements of Cash Flows............................................... 11
Notes to Consolidated Financial Statements (1-14)................................... 12
Independent Auditors' Reports....................................................... 25
</TABLE>
2. Financial Statement Schedule.
II. Valuation and Qualifying Accounts
All other schedules have been omitted because they are inapplicable, not
required, or the information is included elsewhere in the consolidated financial
statements or notes thereto.
3. Exhibits.
3
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EXHIBIT INDEX
EXHIBIT
NUMBER
2.1 Chapter 11 Plan of Reorganization filed with the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court") on
November 19, 1993, filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K dated November 22, 1993 and incorporated herein by reference.
2.2 Second Amended Disclosure Statement pursuant to Section 1125 of the
Bankruptcy Code dated April 29, 1994, filed as Exhibit 28.1 to the
Company's Current Report on Form 8-K dated July 20, 1994 and incorporated
herein by reference.
2.3 Second Amended Plan of Reorganization filed with the Bankruptcy Court on
April 29, 1994, filed as Exhibit 2.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994 (the "March 31, 1994 10-
Q") and incorporated herein by reference.
2.4 Order Pursuant to Section 1129 of the Bankruptcy Code confirming the
Debtor's Second Amended Chapter 11 Plan of Reorganization dated July 20,
1994, filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994 (the "September 30, 1994 10-Q")
and incorporated herein by reference.
2.5 Merger Agreement dated as of November 24, 1997 by and among TLMD Station
Group, Inc., TLMD Acquisition Co. and the Company, filed as Exhibit 1 to
the Company's Current Report on Form 8-K dated November 26, 1997 and
incorporated herein by reference.
3.1 The Company's Restated Certificate of Incorporation, filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated December 30, 1994 (the
"December 30, 1994 8-K") and incorporated herein by reference.
3.2 The Company's Restated Bylaws, filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994
("1994 10-K") and incorporated herein by reference.
4.1 Warrant Agreement dated as of December 30, 1994 between the Company and
Shawmut Bank Connecticut, National Association, filed as Exhibit 4.3 to
the Company's Current Report on Form 8-K dated December 30, 1994 and
incorporated herein by reference.
4.2 Warrant Agreement dated as of December 30, 1994 between the Company and
Reliance Insurance Company, filed as Exhibit 4.4 to the Company's Current
Report on Form 8-K dated December 30, 1994 and incorporated herein by
reference.
4.3 Registration Rights Agreement dated as of December 30, 1994 between the
Company, Apollo Advisors, L.P. and Reliance Insurance Company, filed as
Exhibit 4.5 to the Company's Current Report on Form 8-K dated December
30, 1994 and incorporated herein by reference.
4.4 First Supplemental Indenture dated as of December 12, 1995 between the
Company and Bankers Trust Company, as trustee, with respect to the 10.25%
Senior Notes Due December 30, 2001, filed as an exhibit in Registration
Statement No. 33-64599 of the Company under the Securities Act of 1933,
as amended, filed November 27, 1995 and incorporated herein by reference.
4.5 Indenture dated as of February 26, 1996 between the Company and Bank of
Montreal Trust Company, as trustee, with respect to the 10.5% Senior
Notes Due 2006, filed as Exhibit 1 to the Company's Current Report on
Form 8-K dated February 26, 1996 and incorporated herein by reference.
10.1 Amended and Restated Loan and Security Agreement dated as of December 31,
1996 between the
4
<PAGE>
Company and Foothill Capital Corporation.+
10.2 Asset Purchase Agreement dated as of June 26, 1996, by and among
Telenoticias del Mundo, L.P., Telemundo Group, Inc. and CBS Inc., filed
as Exhibit 2(a) to the Company's Current Report on Form 8-K dated June
26, 1996 and incorporated herein by reference.
10.3 Agreement by and among the Stockholders of Harriscope of Chicago, Inc.
and National Subscription Television of Chicago, Inc. and Telemundo of
Chicago, Inc. dated as of November 8, 1995 filed as Exhibit 10.1 to the
Form 10-Q/A filed November 27, 1995 and incorporated herein by
reference.
10.4 Amended and Restated Partnership Agreement, dated February 26, 1996, by
and among Essaness Theatres Corporation, Telemundo of Chicago, Inc. and
Harriscope of Chicago, Inc., a form of which was filed as Exhibit 10.2
to the Form 10-Q/A filed November 27, 1995 and incorporated herein by
reference.
10.5 Employment Agreement dated as of March 9, 1995 between the Company and
Roland A. Hernandez, filed as Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended March 31, 1995 (the "March 31, 1995 10-Q") and
incorporated herein by reference.*
10.6 Nonqualified Stock Option Agreement dated as of March 9, 1995 between
the Company and Roland A. Hernandez, filed as Exhibit 10.2 to the March
31, 1995 10-Q and incorporated herein by reference.*
10.7 Employment Agreement dated as of February 27, 1995 between the Company
and Stuart Livingston, filed as Exhibit 10.18 to the Company's Annual
Report on Form 10-K dated December 31, 1995 and incorporated herein by
reference.*
10.8 Employment Agreement dated as of February 27, 1995 between the Company
and Stephen J. Levin and Amendment to Employment Agreement dated May 30,
1995, filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K
dated December 31, 1995 and incorporated herein by reference.*
10.9 Nonqualified Stock Option Agreement dated as of March 9, 1995 between
the Company and Stuart Livingston, filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K dated December 31, 1995 and
incorporated herein by reference.*
10.10 Nonqualified Stock Option Agreements dated as of March 9, 1995 and May
30, 1995 between the Company and Stephen J. Levin, filed as Exhibit
10.21 to the Company's Annual Report on Form 10-K dated December 31,
1995 and incorporated herein by reference.*
10.11 Nonqualified Stock Option Agreement dated as of June 30, 1995 between
the Company and Jose C. Cancela, filed as Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended June 30, 1995 (the "June 30, 1995 10-Q")
and incorporated herein by reference.*
10.12 Nonqualified Stock Option Agreement dated as of June 30, 1995 between
the Company and Peter J. Housman II, filed as Exhibit 10.2 to the June
30, 1995 10-Q and incorporated herein by reference.*
10.13 The Company's 1994 Stock Plan filed as Exhibit 10.1 to the Company's
Annual Report on Form 10-K dated December 31, 1994 and incorporated
herein by reference.*
10.14 Employment Agreement dated as of June 11, 1996 between the Company and
Donald J. Tringali, filed as Exhibit 10.1 to the September 30, 1996 10-Q
and incorporated herein by reference.*
10.15 Nonqualified Stock Option Agreement dated as of June 11, 1996 between
the Company and Donald J. Tringali, filed as Exhibit 10.1 to the
September 30, 1996 10-Q and incorporated herein by reference.*
- ----------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of this form.
+ Previously filed.
5
<PAGE>
10.16 Employment Agreement dated as of February 28, 1996 between the Company
and Stuart Livingston, filed as Exhibit 10.28 to the Company's Annual
Report on Form 10-K dated December 31, 1996 and incorporated herein by
reference.*
10.17 Nonqualified Stock Option Agreement dated as of November 15, 1996
between the Company and Stuart Livingston, filed as Exhibit 10.29 to
the Company's Annual Report on Form 10-K dated December 31, 1996 and
incorporated herein by reference.*
10.18 Employment Agreement dated as of March 7, 1997 between the Company and
Jose C. Cancela filed as Exhibit 10.30 to the December 31, 1996 10-K
and incorporated by reference.*
10.19 Employment Agreement dated as of March 7, 1997 between the Company and
Peter J. Housman II filed as Exhibit 10.31 to the December 31, 1996 10-
K and incorporated herein by reference.*
10.20 Amended and Restated Employment Agreement dated as of September 10,
1997 between the Company and Roland A. Hernandez.*+
10.21 Amended and Restated Nonqualified Stock Option Agreement dated as of
September 10, 1997 between the Company and Roland A. Hernandez.*+
10.22 Nonqualified Stock Option Agreement dated as of September 10, 1997
between the Company and Roland A. Hernandez.*+
10.23 Amended and Restated Employment Agreement dated as of September 10,
1997 between the Company and Donald J. Tringali.*+
10.24 Amended and Restated Nonqualified Stock Option Agreement dated as of
September 10, 1997 between the Company and Donald J. Tringali.*+
10.25 Nonqualified Stock Option Agreement dated as of September 10, 1997
between the Company and Donald J. Tringali.*+
10.26 Amended and Restated Employment Agreement dated as of September 10,
1997 between the Company and Peter J. Housman II.*+
10.27 Amended and Restated Nonqualified Stock Option Agreement dated as of
September 10, 1997 between the Company and Peter J. Housman II.*+
10.28 Nonqualified Stock Option Agreement dated as of September 10, 1997
between the Company and Peter J. Housman II.*+
10.29 Amended and Restated Employment Agreement dated as of September 10,
1997 between the Company and Stephen J. Levin.*+
10.30 Amended and Restated Nonqualified Stock Option Agreement dated as of
September 10, 1997 between the Company and Stephen J. Levin.*+
10.31 Nonqualified Stock Option Agreement dated as of September 10, 1997
between the Company and Stephen J. Levin.*+
10.32 Employment Agreement dated as of September 10, 1997 between the Company
and Osvaldo F. Torres.*+
- ----------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of this form.
+ Previously filed.
6
<PAGE>
10.33 Nonqualified Stock Option Agreement dated as of June 12, 1997 between
the Company and Osvaldo F. Torres.*+
10.34 Nonqualified Stock Option Agreement dated as of September 10, 1997
between the Company and Osvaldo F. Torres.*+
10.35 Form of Nonqualified Stock Option Agreement for Certain Key
Employees.*+
10.36 Form of Severance Agreement for Certain Key Employees.*+
10.37 1996 Non-Employee Directors' Stock Option Plan.+
10.38 Management Incentive Compensation Plan.*+
10.39 Network Affiliation and Representation Agreement dated as of August 31,
1993 by and between Telemundo Group, Inc. and Interspan
Communications.+
10.40 Modification Agreement dated as of September 10, 1997 between Telemundo
Group, Inc. and Interspan Communications.+
13.1 Portions of Telemundo Group, Inc. 1997 Annual Report to Stockholders.
24.1 Power of Attorney.+
27.1 Financial Data Schedule.+
(b) Reports on Form 8-K.
A report on Form 8-K was filed on November 26, 1997.
- ----------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of this form.
+ Previously filed.
7
<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)
By /s/ Peter J. Housman II
________________________
Date: May 8, 1998 Peter J. Housman II
(Authorized Officer and Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities indicated on
May 8, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
Chairman of the Board and Director
------------------------------
Leon D. Black
* President, Principal Executive Officer
------------------------------ and Director
Roland A. Hernandez
/S/ PETER J. HOUSMAN II Principal Financial Officer
------------------------------
Peter J. Housman II
* Principal Accounting Officer
------------------------------
Vincent L. Sadusky
* Director
------------------------------
Guillermo Bron
* Director
------------------------------
Alan Kolod
Director
------------------------------
Barry W. Ridings
* Director
------------------------------
Bruce H. Spector
* Director
------------------------------
Edward M. Yorke
* Director
------------------------------
David E. Yurkerwich
* Director
------------------------------
Daniel D. Villanueva
</TABLE>
* By: /s/ PETER J. HOUSMAN II
------------------------------
Peter J. Housman II
Attorney-in-fact
8
<PAGE>
Amendment to Exhibit 13.1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Telemundo Group, Inc.
We have audited the accompanying consolidated balance sheets of Telemundo Group,
Inc. (the "Company") and its subsidiaries as of December 31, 1997 and 1996 and
the related consolidated statements of operations, changes in common
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did
not audit the financial statements of TeleNoticias del Mundo L.P.
("TeleNoticias"), the Company's investment in which was accounted for by use of
the equity method for 1995. The Company's share of the net loss of $6,355,000
for the year ended December 31, 1995 is included in the accompanying
consolidated financial statements, see Note 4. The financial statements of
TeleNoticias for 1995 were audited by other auditors whose report (which
contains substantial doubt as to TeleNoticias' ability to continue as a going
concern, the effect of which, in our opinion, was not material in relation to
the consolidated financial statements) has been furnished to us, and our opinion
insofar as it relates to the amount included for TeleNoticias, was based solely
on the report of such other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1997 in conformity with general accepted accounting
principles.
/s/ Deloitte & Touche LLP
New York, New York
March 19, 1998
<PAGE>
Amendment to Exhibit 13.1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Board of Directors of
Telenoticias del Mundo, L.P.:
We have audited the accompanying balance sheets of Telenoticias del Mundo, L.P.
(a Delaware limited partnership) as of December 31, 1995 and 1994 and the
related statements of operations, partners' capital and cash flows for the year
ended December 31, 1995 and the period from inception (July 20, 1994) to
December 31, 1994. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Telenoticias del Mundo, L.P. as
of December 31, 1995 and 1994 and the results of its operations and its cash
flows for the year ended December 31, 1995 and for the period from inception
(July 20, 1994) to December 31, 1994, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 8 to the
financial statements, the Partnership has incurred significant losses since
inception. Additionally, the Partners have postponed their required capital
contributions, which raises substantial doubt as to the Partnership's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Arthur Andersen LLP
Miami, Florida
February 23, 1996
