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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 19, 1998 (JUNE 17, 1998)
TELEMUNDO GROUP, INC.
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(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-16099 13-3348686
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION
OF INCORPORATION) NUMBER)
2290 WEST 8TH AVENUE, HIALEAH, FLORIDA 33010
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 884-8200
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ITEM 5. OTHER EVENTS
In a press release, on June 17, 1998 Telemundo Group, Inc.
("Telemundo") announced that at a special meeting of its stockholders held in
New York, New York, the stockholders of the Corporation approved the merger of
TLMD Acquisition Co., a wholly owned subsidiary of TLMD Station Group Inc., with
and into Telemundo. Approximately 92% of the outstanding shares of Telemundo's
common stock were voted in favor of approving the merger. The full text of the
announcement is reproduced below.
FOR IMMEDIATE RELEASE
CONTACT: PETER J. HOUSMAN II
TELEMUNDO GROUP, INC.
(305) 889-7999
TELEMUNDO MERGER IS APPROVED BY STOCKHOLDERS
NEW YORK, NY (June 17, 1998) - Telemundo Group, Inc. announced that at
a special meeting of Telemundo's stockholders held on June 16, 1998 in
New York City, the stockholders of the Company approved the merger of TLMD
Acquisition Co., a wholly owned subsidiary of TLMD Station Group, Inc. with and
into Telemundo. Shares representing approximately 92% of Telemundo's common
stock were voted in favor of approving the merger. TLMD Station Group, Inc. will
be beneficially owned by Apollo Investment Fund III, L.P., Bastion Capital Fund,
L.P., Liberty Media Corporation and Sony Pictures Entertainment Inc. The
consummation of the merger is subject to, among other things, approval of the
Federal Communications Commission (which does not contain certain conditions or
restrictions) and the receipt by TLMD Station Group, Inc. of the financing
necessary to complete the merger and to provide working capital for Telemundo's
business.
Upon consummation of the merger, Telemundo's stockholders will have
the right to receive $44.00 in cash for each share of Telemundo common stock
they hold. In addition, if the merger is not completed by July 30, 1998 and
subject to certain conditions, an additional amount per share will be paid to
Telemundo's stockholders equal to 8% per annum on $44.00, accruing beginning
July 30, 1998 and ending on the day before the date on which the merger is
consummated. After the merger, Telemundo's current stockholders, other than
those affiliated with TLMD Station Group, Inc. or its affiliates will cease to
have any ownership interests in, or rights as stockholders of, Telemundo and
Telemundo will be a wholly owned subsidiary of TLMD Station Group, Inc.
Stockholders of Telemundo will receive instructions for transmitting their
shares following the satisfaction or waiver of the conditions to the merger.
Telemundo Group, Inc. (NASDAQ: TLMD), based in Miami, Fl, is a
Spanish-language television network that, through its owned and operated
stations and affiliates in 61 markets, reaches 85% of all U.S. Hispanic
households. Telemundo also owns and operates a television station and related
production facilities in Puerto Rico.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 19, 1998 TELEMUNDO GROUP, INC.
By: /s/ Peter J. Housman II
Peter J. Housman II
Chief Financial Officer and
Treasurer
