SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Telemundo Group, Inc.
(Name of Issuer)
Series A Common Stock,
$.01 par value
(Title of Class of Securities)
87943M306
(CUSIP Number)
Peter M. Schoenfeld
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas, 34th Floor
New York, New York 10019
(212) 649-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 1998
(Date of Event which Requires Filing 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 [ ].
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SCHEDULE 13D
CUSIP No. 87943M306
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Schoenfeld Asset Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 364,000
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
364,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
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SCHEDULE 13D
CUSIP No. 87943M306
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter M. Schoenfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK 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 None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 364,000
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
364,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Series
A Common Stock, par value $.01 per share (the "Series A Common Stock"), of
Telemundo Group, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 2290 West 8th Avenue, Hialeah,
Florida 33010.
Item 2. Identity and Background
The Statement is being filed by (1) P. Schoenfeld Asset Management LLC,
a New York limited liability company ("PSAM") and (2) Peter M. Schoenfeld, a
United States citizen, in his capacity as the Managing Member of PSAM ("Mr.
Schoenfeld"). PSAM and Mr. Schoenfeld are sometimes collectively referred to
herein as the "Reporting Persons".
PSAM is registered as a non-clearing broker-dealer and an investment
adviser with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc. The principal business of PSAM
is to provide investment advisory services with respect to global event
arbitrage activities to managed accounts (the "Managed Accounts") and to certain
investment partnerships for which entities controlled by Mr. Schoenfeld serve as
the general partner (the "Partnerships"). The principal place of business and
principal offices of PSAM are located at 1330 Avenue of the Americas, 34th
Floor, New York, New York 10019, which is also the business
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address of Mr. Schoenfeld. The principal occupation of Mr. Schoenfeld is his
position as a Managing Member of PSAM.
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
The Partnerships and Managed Accounts expended an aggregate of
approximately $3,349,813 (including brokerage commissions, if any) to purchase
the 79,000 shares of Series A Common Stock which are reported in Item 5(c) as
having been purchased for their accounts during the past 60 days. The funds for
the purchase of the shares of Series A Common Stock owned by the Managed
Accounts come from their owners or shareholders. The funds for the purchase of
the shares of Series A Common Stock owned by the Partnerships are obtained from
the working capital of the Partnerships. The shares of Series A Common Stock
held by the Partnerships and the Managed Accounts may be held through margin
accounts maintained with brokers, which extend margin credit, as and when
required to open or carry positions in such
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margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the credit policies of such firms. The positions held in the
margin accounts, including the shares of Series A Common Stock, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Series A
Common Stock by each of the Reporting Persons is for investment. Each Reporting
Person reserves the right to make further purchases of shares of Series A Common
Stock from time to time, to dispose of any or all of the shares of Series A
Common Stock held by it at any time or to formulate other purposes, plans or
proposals regarding the Company or any of its securities, to the extent deemed
advisable in light of its general investment and trading policies, market
conditions or other factors.
Except as described above, the Reporting Persons do not have
any present plans or proposals which relate to or would result in any of the
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities and Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
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(i) PSAM may be deemed to have beneficial ownership for purposes of
Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of
364,000 shares of Series A Common Stock by virtue of its position as
discretionary investment manager to the Partnerships and Managed Accounts, as
the case the may be, holding such shares of Series A Common Stock. Such shares
represent 5.1% of the issued and outstanding shares of Series A Common Stock.
PSAM shares voting power and dispositive power over the shares of Series A
Common Stock with Mr. Schoenfeld.
(ii) Mr. Schoenfeld may be deemed to have Beneficial Ownership of
364,000 shares of Series A Common Stock by virtue of his position as the
Managing Member of PSAM. Such shares represent 5.1% of the issued and
outstanding shares of Series A Common Stock. Mr. Schoenfeld shares voting power
and dispositive power over the shares of Series A Common Stock with PSAM.
The percentages used herein are calculated based upon the 7,180,781
shares of Series A Common Stock stated to be issued and outstanding at May 12,
1998, as reflected in the Company's report on Form 10-Q for the quarter ended
March 31, 1998.
(c) The trading dates, number of shares purchased and price per share
(including commissions, if any) for all transactions by the Reporting Persons
during the past 60 days are set forth in Schedule I hereto. All such
transactions were made in the open market.
(d) No person other than the Partnership and the Managed Accounts is
known to have the right to receive or the
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power to direct the receipt of dividends from or the proceeds of sale of shares
of Series A Common Stock, except that the respective partners, shareholders or
owners, as relevant, of the Partnerships and the Managed Accounts have the right
to participate in the receipt of dividends from or proceeds of the sale of, the
shares of Series A Common Stock held for their respective accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated June 18, 1998, between PSAM
and Peter M. Schoenfeld.
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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.
June 18, 1998
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
------------------------------
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
------------------------------
Peter M. Schoenfeld
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Schedule I
----------
<TABLE>
<CAPTION>
Date Price Per Share of Number of Shares of
Series A Common Stock Series A Common
Stock Purchased
<S> <C> <C>
05/05/98 42.5000 20000
05/06/98 42.2500 1000
05/07/98 42.5000 7500
05/08/98 42.4167 7500
06/05/98 42 3125 23000
06/08/98 42.3750 20000
</TABLE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Series A Common Stock, par value $.01 per share, of
Telemundo Group, Inc. dated June 18, 1998 is, and any amendments thereto signed
by each of the undersigned shall be, filed on behalf of each of them pursuant to
and in accordance with the provisions of Rule 13d-1(f) under the Securities
Exchange Act of 1934.
Date: June 18, 1998
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
------------------------------
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
------------------------------
Peter M. Schoenfeld
