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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
---------------------
(Amendment No. 4)
TELEMUNDO GROUP, INC.
(NAME OF THE ISSUER)
TELEMUNDO GROUP, INC.
TLMD STATION GROUP, INC.
TLMD ACQUISITION CO.
APOLLO INVESTMENT FUND III, L.P.
BASTION CAPITAL FUND, L.P.
(NAME OF PERSON(S) FILING STATEMENT)
SERIES A COMMON STOCK, PAR VALUE $.01 PER SHARE;
SERIES A COMMON STOCK PURCHASE WARRANTS
(TITLE OF CLASS OF SECURITIES)
87943M306
87943M124
---------
(CUSIP NUMBER OF CLASS OF SECURITIES)
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<S> <C> <C>
ROLAND A. HERNANDEZ PAUL D. TOSETTI, ESQ. EDMUND KAUFMAN
PRESIDENT AND CHIEF LATHAM & WATKINS IRELL & MANELLA, LLP
EXECUTIVE OFFICER 633 WEST FIFTH STREET 333 SOUTH HOPE STREET
TELEMUNDO GROUP, INC. LOS ANGELES, CA 90071 LOS ANGELES, CA 90071
2290 WEST 8TH AVENUE (213) 485-1234 (213) 620-1555
HIALEAH, FL 33010
(305) 884-8200
</TABLE>
PATRICK J. DOOLEY, ESQ.
AKIN, GUMP, STRAUSS,
HAUER & FELD, L.L.P.
590 MADISON AVENUE
NEW YORK, NY 10022
(212) 872-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF PERSON(S) FILING STATEMENT)
--------------------
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
$538,497,696 $107,699.54
- --------------------------------------------------------------------------------
(1) For purposes of calculation of the filing fee only. Assumes the purchase,
at a purchase price of $44.00 per share of common stock, of 12,238,584
shares of common stock of the Issuer, representing all of such common stock
outstanding on a fully diluted basis (assuming the exercise of options and
warrants to acquire shares of common stock and excluding shares of common
stock owned by the Issuer). The above calculation is based on the most
recent publicly available data for the Issuer.
(2) The amount of the filing fee equals 1/50th of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $107,699.54 FILING PARTY: TELEMUNDO GROUP, INC.
------------- ----------------------
FORM OR REGISTRATION NO.: SCHEDULE 14A
------------
DATE FILED: FEBRUARY 18, 1998
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2
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INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 is being filed with the Securities and Exchange Commission (the
"Commission") on behalf of Telemundo Group, Inc. (the "Company"), TLMD Station
Group, Inc. ("Purchaser"), TLMD Acquisition Co. ("Sub"), Apollo Investment Fund
III, L.P. ("Apollo") and Bastion Capital Fund, L.P. ("Bastion") with respect to
a proposed merger pursuant to which Sub will be merged with and into the Company
(the "Merger") and the Company, as the surviving corporation in the Merger, will
become a wholly-owned subsidiary of Purchaser.
The following cross-reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required by Schedule 13E-3 in the definitive Proxy Statement (the "Proxy
Statement") of the Company and filed with the Commission on May 13, 1998. The
information set forth in the Proxy Statement, including all annexes, schedules
and exhibits thereto, is hereby expressly incorporated by reference as set forth
in the following cross-reference sheet and in the responses to each item of this
Schedule 13E-3, and such responses are qualified in their entirety by the
provisions of the Proxy Statement. The cross-reference sheet indicates the
caption in the Proxy Statement under which the responses are incorporated herein
by reference. If any such item is inapplicable or the answer thereto is in the
negative and is omitted from the Proxy Statement, it is so indicated in the
cross-reference sheet.
3
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CROSS REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3
ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
1. Issuer and Class of Security
Subject to the Transaction
(a)............................ "SUMMARY--The Companies;" "THE COMPANIES."
(b)............................ "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
(c)............................ "SUMMARY--Price Range of Common Stock and
Warrants;" "PRICE RANGE OF COMMON STOCK AND
WARRANTS."
(d)............................ "PRICE RANGE OF COMMON STOCK AND WARRANTS."
(e)............................ Not applicable.
(f)............................ "SPECIAL FACTORS--Current Relationships and
Transactions."
2. Identity and Background
(a)-(d) and (g)............... "SUMMARY--The Companies;" "THE COMPANIES;"
"SPECIAL FACTORS--Current Relationships and
Transactions;" "DIRECTORS AND EXECUTIVE
OFFICERS OF TELEMUNDO;" "DIRECTORS AND
EXECUTIVE OFFICERS OF THE PURCHASER AND
SUB."
(e)-(f)....................... Not applicable.
4
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
3. Past Contacts, Transactions or
Negotiations
(a)............................ "SUMMARY--Current Relationships and
Transactions; Interests of Certain
Persons;" "SPECIAL FACTORS--Background of
the Merger;" "--Recommendations of the
Special Committee and the Board of
Directors; Fairness of The Merger;" "--
Current Relationships and Transactions;"
"--Interests of Certain Persons;" "--
Financing for the Merger;" "THE MERGER
AGREEMENT;" "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
(b)............................ "SUMMARY--Current Relationships and
Transactions; Interests of Certain
Persons;" "--Financing for the Merger;" "--
Litigation Related to the Merger; "SPECIAL
FACTORS--Background of the Merger;" "--
Recommendations of the Special Committee
and the Board of Directors; Fairness of the
Merger;" "--Current Relationships and
Transactions;" "--Interests of Certain
Persons;" "--Financing for the Merger;" "--
Certain Litigation Related to the Merger;"
"EXECUTIVE COMPENSATION;" "THE MERGER
AGREEMENT;" "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
4. Terms of the Transaction
(a)........................... "QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE INCENTIVE PLAN;" "SUMMARY;" "SPECIAL
FACTORS--Purpose and Structure of the
Merger;" "--Certain Effects of the Merger;
Plans for Telemundo After the Merger;" "--
Risk that the Merger Will Not be
Consummated;" "--Current Relationships and
Transactions;" "--Interests of Certain
Persons;" "--Financing for the Merger;" "--
Certain Federal Regulatory Matters;" "--
Certain Federal Income Tax Consequences;"
"THE MERGER AGREEMENT;" "Annex A."
5
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ------------------------------------------
(b).......................... "SUMMARY--Current Relationships and
Transactions; Interests of Certain
Persons;" "--Background of the Merger;" "--
Recommendations; Fairness of the Merger;"
"--Certain Effects of the Merger; Plans for
Telemundo After the Merger;" "THE SPECIAL
MEETING--Record Date and Voting;" "SPECIAL
FACTORS--Purpose and Structure of the
Merger;" "--Certain Effects of the Merger;
Plans for Telemundo After the Merger;" "--
Current Relationships and Transactions;"
"--Interests of Certain Persons;" "--
Background of the Merger;"
"--Recommendations of the Special Committee
and the Board of Directors; Fairness of the
Merger;" "--Certain Federal Income Tax
Consequences;" "THE MERGER AGREEMENT;"
"ANNEX A."
5. Plans or Proposals of the Issuer
or Affiliate
(a)-(b)........................ "SUMMARY--Certain Effects of the Merger;
Plans for Telemundo After the Merger;"
"--Financing for the Merger;" "SPECIAL
FACTORS--Certain Effects of the
Merger; Plans for Telemundo After the
Merger;" "--Financing for the Merger--
Network Sale."
(c)............................ "SUMMARY--Current Relationships and
Transactions; Interests of Certain
Persons;" "SPECIAL FACTORS--Certain Effects
of the Merger; Plans for Telemundo After
the Merger;" "--Interests of Certain
Persons."
(d)-(e)....................... "SUMMARY--Certain Effects of the Merger;
Plans for Telemundo After the Merger;"
"--Financing for the Merger;" "SPECIAL
FACTORS--Purpose and Structure of the
Merger;" "--Certain Effects of the Merger;
Plans for Telemundo After the Merger;" "--
Financing for the Merger;" "PRICE RANGE OF
COMMON STOCK AND WARRANTS."
(f)........................... "SUMMARY--Certain Effects of the Merger;
Plans for Telemundo After the Merger;"
"SPECIAL FACTORS--Certain Effects of the
Merger; Plans for Telemundo After the
Merger."
(g)........................... Not Applicable.
6. Source and Amounts of Funds
or Other Consideration
(a)........................... "SUMMARY--Financing for the Merger;"
"SPECIAL FACTORS--Financing for the
Merger."
(b)............................ "EXPENSES."
6
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
(c)............................ "SUMMARY--Financing for the Merger;"
"SPECIAL FACTORS--Financing for the
Merger."
(d)............................ Not applicable.
7. Purpose(s), Alternatives,
Reasons and Effects
(a)-(c)........................ "QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE INCENTIVE PLAN;" "SUMMARY--Certain
Effects of the Merger; Plans for Telemundo
After the Merger;" "THE SPECIAL MEETING--
General;" "SPECIAL FACTORS--Background of
the Merger;" "--Recommendations of the
Special Committee and the Board of
Directors; Fairness of the Merger; "--
Purpose and Structure of the Merger;" "--
Certain Effects of the Merger; Plans for
Telemundo After the Merger."
(d)............................ "QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE INCENTIVE PLAN;" "SUMMARY;"
"SPECIAL FACTORS--Recommendations of the
Special Committee and the Board of
Directors; Fairness of the Merger;" "--
Opinion of Lazard Freres & Co. LLC;" "--
Opinion of Salomon Brothers Inc;" "--
Purpose and Structure of the Merger;" "--
Certain Effects of the Merger; Plans for
Telemundo After the Merger;" "--Current
Relationships and Transactions;" "--
Interests of Certain Persons;" "--
Financing for the Merger;" "--Certain
Litigation Related to the Merger;" "--
Accounting Treatment of the Merger;" "--
Certain Federal Income Tax Consequences;"
"--Appraisal Rights;" "THE MERGER
AGREEMENT;" "ANNEX E."
8. Fairness of the Transaction
(a)-(b)........................ "QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE INCENTIVE PLAN;" "SUMMARY--Our
Recommendations to Stockholders;" "--
Fairness Opinions of Financial Advisors;"
"--Recommendations; Fairness of the
Merger;" "SPECIAL FACTORS--Background of
the Merger;" "--Recommendations of the
Special Committee and the Board of
Directors; Fairness of the Merger;" "--
Opinion of Lazard Freres & Co. LLC; "--
Opinion of Salomon Brothers Inc;" "ANNEX
B" "ANNEX C."
7
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
(c)............................ "QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE INCENTIVE PLAN;" "SUMMARY--Record Date;
Voting Power;" "THE SPECIAL MEETING--Record
Date and Voting;" "SPECIAL FACTORS--
Recommendations of the Special Committee
and the Board of Directors; Fairness of the
Merger;" "THE MERGER AGREEMENT--Certain
Covenants--Stockholders' Meetings;" "--
Conditions to Obligations to Effect the
Merger."
(d)............................ "Summary--Current Relationships and
Transactions; Interests of Certain
Persons;" "--Fairness Opinions of Financial
Advisors; "SPECIAL FACTORS--Background of
the Merger;" "--Recommendations of the
Special Committee and the Board of
Directors; Fairness of the Merger;"
"--Opinion of Salomon Brothers Inc;"
"ANNEX C."
(e)............................ "QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE INCENTIVE PLAN;" "SUMMARY--Our
Recommendations to Stockholders;" "THE
SPECIAL MEETING--General;" "SPECIAL
FACTORS--Background of the Merger;" "--
Recommendations of the Special Committee
and the Board of Directors; Fairness of the
Merger."
(f)............................ "SPECIAL FACTORS--Background of the
Merger;" "--Recommendations of the Special
Committee and the Board of Directors;
Fairness of the Merger."
9. Reports, Opinions, Appraisals
and Certain Negotiations
(a)-(c)........................ "SUMMARY--Fairness Opinions of Financial
Advisors;" "SPECIAL FACTORS--Background of
the Merger;" "--Recommendations of the
Special Committee and the Board of
Directors; Fairness of the Merger;" "--
Opinion of Lazard Freres & Co. LLC;" "--
Opinion of Salomon Brothers Inc;" "WHERE
YOU CAN FIND MORE INFORMATION;" "ANNEX B;"
"ANNEX C."
8
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
10. Interest in Securities of the Issuer
(a)........................ "SUMMARY--Share Ownership of Certain
Stockholders and Management;" "--Current
Relationships and Transactions; Interests
of Certain Persons;" "THE SPECIAL MEETING--
Record Date and Voting;" "SPECIAL FACTORS--
Current Relationships and Transactions;"
"--Interests of Certain Persons;"
"EXECUTIVE COMPENSATION;" "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
(b)........................ Not applicable.
11. Contracts, Arrangements or
Understandings with Respect
to the Issuer's Securities... "QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE INCENTIVE PLAN;" "SUMMARY--Share
Ownership of Certain Stockholders and
Management;" "Current Relationships and
Transactions; Interests of Certain
Persons;" "Certain Effects of the
Merger; Plans for Telemundo After the
Merger;" "--Financing for the Merger;" "THE
SPECIAL MEETING--Record Date and Voting;"
"SPECIAL FACTORS--Background of the
Merger;" "--Current Relationships and
Transactions;" "--Certain Effects of the
Merger; Plans for Telemundo After the
Merger;" "--Interests of Certain Persons;"
"--Financing for the Merger;" "EXECUTIVE
COMPENSATION;" "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT;"
"THE MERGER AGREEMENT;" "ANNEX A."
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)-(b)...................... "QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE INCENTIVE PLAN;" "SUMMARY--Our
Recommendations to Stockholders;" "--Share
Ownership of Certain Stockholders and
Management;" "--Recommendations; Fairness
of the Merger;" "THE SPECIAL MEETING--
Record Date and Voting;" "SPECIAL FACTORS--
Recommendations of the Special Committee
and the Board of Directors; Fairness of the
Merger;" "--Current Relationships and
Transactions."
9
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
13. Other Provisions of the
Transaction
(a)........................... "SUMMARY--Appraisal Rights;" "THE SPECIAL
MEETING--Appraisal Rights; " "SPECIAL
FACTORS--Appraisal Rights;" "THE MERGER
AGREEMENT--Consideration to be Received in
the Merger;" "ANNEX E;" "ANNEX A."
(b)............................ Not applicable.
(c)............................ Not applicable.
14. Financial Information
(a) .......................... "SUMMARY SELECTED HISTORICAL FINANCIAL
DATA;" "SELECTED HISTORICAL FINANCIAL
DATA;" "WHERE YOU CAN FIND MORE
INFORMATION."
(b) .......................... Not applicable.
15. Persons and Assets Employed,
Retained or Utilized
(a)........................... "SUMMARY--Current Relationships and
Transactions; Interests of Certain
Persons;" "--Certain effects of the
Merger; Plans for Telemundo After the
Merger;" "--Financing for the Merger;"
"SPECIAL FACTORS--Certain Effects of the
Merger; Plans for Telemundo After the
Merger" "--Interests of Certain Persons;"
"--Financing for the Merger;" "THE MERGER
AGREEMENT--Certain Covenants--Conduct of
Business;" "EXPENSES;" "ANNEX A."
(b)........................... "WHO CAN HELP ANSWER YOUR QUESTIONS;"
"SUMMARY--Fairness Opinions of Financial
Advisors;" "THE SPECIAL MEETING--Voting,
Revocation and Solicitation of Proxies;"
"SPECIAL FACTORS--Background of the
Merger;" "--Opinion of Lazard Freres & Co.
LLC;" "--Opinion of Salomon Brothers Inc."
16. Additional Information......... The information set forth in the Proxy
Statement and all Annexes thereto is
incorporated herein by reference in its
entirety.
10
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ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-3 ITEM PROXY STATEMENT WHICH ARE INCORPORATED
NUMBER AND CAPTION HEREIN BY REFERENCE
------------------------------- ----------------------------------------
17. Material to be Filed as
Exhibits........................ Separately included herewith.
11
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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information concerning the Issuer and its principal executive
office set forth on in the sections entitled "SUMMARY--The Companies;" and "THE
COMPANIES" is incorporated herein by reference.
(b) The information set forth in the section entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(c) The information set forth in the sections entitled "SUMMARY--Price
Range of Common Stock and Warrants;" and "PRICE RANGE OF COMMON STOCK AND
WARRANTS" is incorporated herein by reference.
(d) The information set forth in the section entitled "PRICE RANGE OF
COMMON STOCK AND WARRANTS" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the section entitled "SPECIAL
FACTORS--Current Relationships and Transactions" is incorporated herein by
reference.
Item 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The persons filing this Statement are the Company (the
issuer of the classes of equity securities that are the subject of the Rule
13e-3 transaction), Purchaser, Sub, Apollo and Bastion. The information set
forth in the sections entitled "THE COMPANIES;" "SPECIAL FACTORS--Current
Relationships and Transactions;" "DIRECTORS AND EXECUTIVE OFFICERS OF
TELEMUNDO;" and "DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER AND SUB" is
incorporated herein by reference.
(e) and (f) During the last five years, none of the Company, Purchaser,
Sub, Apollo and Bastion and, to the best of their knowledge, any of their
respective executive officers, directors, partners or controlling persons, (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was 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
further violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws.
12
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Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons;" "SPECIAL
FACTORS--Background of the Merger;" "--Recommendations of the Special Committee
and the Board of Directors; Fairness of the Merger;" "--Current Relationships
and Transactions;" "--Interests of Certain Persons;" "--Financing for the
Merger;" "THE MERGER AGREEMENT;" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is incorporated herein by reference.
(b) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons;" "--
Financing for the Merger;" "--Litigation Related to the Merger;" "SPECIAL
FACTORS--Background of the Merger;" "--Recommendations of the Special Committee
and the Board of Directors; Fairness of the Merger;" "--Current Relationships
and Transactions;" "--Interests of Certain Persons;" "--Financing for the
Merger;" "--Certain Litigation Related to the Merger;" "EXECUTIVE COMPENSATION;"
"THE MERGER AGREEMENT;" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
Item 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY;" "SPECIAL FACTORS--
Purpose and Structure of the Merger;" "--Certain Effects of the Merger; Plans
for Telemundo After the Merger;" "--Risk that the Merger Will Not be
Consummated;" "--Current Relationships and Transactions;" "--Interests of
Certain Persons;" "--Financing for the Merger;" "--Certain Federal Regulatory
Matters;" "--Certain Federal Income Tax Consequences;" "THE MERGER AGREEMENT;"
and "ANNEX A" is incorporated herein by reference.
(b) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons;"
"--Background of the Merger;" "--Recommendations; Fairness of the Merger;"
"--Certain Effects of the Merger; Plans for Telemundo After the Merger;" "THE
SPECIAL MEETING--Record Date and Voting;" "SPECIAL FACTORS--Purpose and
Structure of the Merger;" "--Certain Effects of the Merger; Plans for Telemundo
After the Merger;" "--Current Relationships and Transactions;" "--Interests of
Certain Persons;" "--Background of the Merger;" "--Recommendations of the
Special Committee and the Board of Directors; Fairness of the Merger;"
"--Certain Federal Income Tax Consequences;" "THE MERGER AGREEMENT;" and "ANNEX
A" is incorporated herein by reference.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) The information set forth in the sections entitled "SUMMARY--
Certain Effects of the Merger; Plans for Telemundo After the Merger;" "--
Financing for the Merger;" "SPECIAL FACTORS--Certain Effects of the Merger;
Plans for Telemundo After the Merger" and "--Financing for the Merger--Network
Sale" is incorporated herein by reference.
(c) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons;" "SPECIAL
FACTORS--Certain Effects of
13
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the Merger; Plans for Telemundo After the Merger;" and "--Interests of Certain
Persons" is incorporated herein by reference.
(d)-(e) The information set forth in the sections entitled "SUMMARY--
Certain Effects of the Merger; Plans for Telemundo After the Merger;"
"--Financing for the Merger;" "SPECIAL FACTORS--Purpose and Structure of the
Merger;" "--Certain Effects of the Merger; Plans for Telemundo After the
Merger;" "--Financing for the Merger;" and "PRICE RANGE OF COMMON STOCK AND
WARRANTS" is incorporated herein by reference.
(f) The information set forth in the sections entitled "SUMMARY--
Certain Effects of the Merger; Plans for Telemundo After the Merger;" and
"SPECIAL FACTORS--Certain Effects of the Merger; Plans for Telemundo After the
Merger" is incorporated herein by reference.
(g) Not applicable.
Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in the sections entitled "SUMMARY--
Financing for the Merger;" and "SPECIAL FACTORS--Financing for the Merger" is
incorporated herein by reference.
(b) The information set forth in the section entitled "EXPENSES" is
incorporated herein by reference.
(c) The information set forth in the sections entitled "SUMMARY--
Financing for the Merger;" and "SPECIAL FACTORS--Financing for the Merger" is
incorporated herein by reference.
(d) Not applicable.
Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Certain Effects
of the Merger; Plans for Telemundo After the Merger;" "THE SPECIAL MEETING--
General;" "SPECIAL FACTORS--Background of the Merger;" "--Recommendations of the
Special Committee and the Board of Directors; Fairness of the Merger; "--Purpose
and Structure of the Merger;" and "--Certain Effects of the Merger; Plans for
Telemundo After the Merger" is incorporated herein by reference.
(d) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY;" "SPECIAL FACTORS--
Recommendations of the Special Committee and the Board of Directors; Fairness of
the Merger;" "--Opinion of Lazard Freres & Co. LLC;" "--Opinion of Salomon
Brothers Inc;" "--Purpose and Structure of the Merger;" "--Certain Effects of
the Merger; Plans for Telemundo After the Merger;" "--Current Relationships and
Transactions;" "--Interests of Certain Persons;" "--Financing for the Merger;"
"--Certain Litigation Related to the Merger;" "--Accounting Treatment of the
Merger;" "--Certain Federal Income Tax Consequences;" "--Appraisal Rights;" "THE
MERGER AGREEMENT;" and "ANNEX E" is incorporated herein by reference.
14
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Our
Recommendations to Stockholders;" "--Fairness Opinions of Financial Advisors;"
"--Recommendations; Fairness of the Merger;" "SPECIAL FACTORS--Background of the
Merger;" "--Recommendations of the Special Committee and the Board of Directors;
Fairness of the Merger;" "--Opinion of Lazard Freres & Co. LLC;" "--Opinion of
Salomon Brothers Inc;" "ANNEX B" and "ANNEX C" is incorporated herein by
reference. Each of Lazard Freres & Co. LLC and Salomon Brothers Inc has
consented to the inclusion of its opinion as an exhibit hereto and to the
references to such opinion in this Transaction Statement.
(c) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Record Date; Voting
Power;" "THE SPECIAL MEETING--Record Date and Voting;" "SPECIAL FACTORS--
Recommendations of the Special Committee and the Board of Directors; Fairness of
the Merger;" "THE MERGER AGREEMENT--Certain Covenants--Stockholders' Meetings;"
and "--Conditions to Obligations to Effect the Merger" is incorporated herein by
reference.
(d) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons;" "--
Fairness Opinions of Financial Advisors;" "SPECIAL FACTORS--Background of the
Merger;" "--Recommendations of the Special Committee and the Board of Directors;
Fairness of the Merger;" "--Opinion of Salomon Brothers Inc;" and "ANNEX C" is
incorporated herein by reference.
(e) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Recommendations;
Fairness of the Merger;" "THE SPECIAL MEETING--General;" "SPECIAL FACTORS--
Background of the Merger;" and "--Recommendations of the Special Committee and
the Board of Directors; Fairness of the Merger" is incorporated herein by
reference.
(f) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger;" and "--Recommendations of the Special
Committee and the Board of Directors; Fairness of the Merger" is incorporated
herein by reference.
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the sections entitled "SUMMARY--
Fairness Opinions of Financial Advisors;" "SPECIAL FACTORS--Background of the
Merger;" "--Recommendations of the Special Committee and the Board of Directors;
Fairness of the Merger;" "--Opinion of Lazard Freres & Co. LLC;" "--Opinion of
Salomon Brothers Inc;" "WHERE YOU CAN FIND MORE INFORMATION;" and "ANNEX
B" and "ANNEX C" is incorporated herein by reference.
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled "SUMMARY--Share
Ownership of Certain Stockholders and Management;" "--Current Relationships and
Transactions; Interests of Certain Persons;" "THE SPECIAL MEETING--Record Date
and Voting;" "SPECIAL FACTORS--Current Relationships and Transactions;"
"--Interests of Certain Persons;" "EXECUTIVE COMPENSATION;" and "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
15
<PAGE>
(b) Not applicable.
Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Share Ownership of
Certain Stockholders and Management;" "--Current Relationships and Transactions;
Interests of Certain Persons;" "--Certain Effects of the Merger; Plans for
Telemundo After the Merger;" "--Financing for the Merger;" "THE SPECIAL MEETING
- --Record Date and Voting;" "SPECIAL FACTORS--Background of the Merger;" "--
Current Relationships and Transactions; "--Certain Effects of the Merger; Plans
for Telemundo After the Merger;" "--Interests of Certain Persons;" -- Financing
for the Merger;" "EXECUTIVE COMPENSATION;" SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT;" "THE MERGER AGREEMENT" and "ANNEX A" is
incorporated herein by reference.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a)-(b) The information set forth in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE INCENTIVE PLAN;" "SUMMARY--Our Recommendations
to Stockholders;" "--Recommendations; Fairness of the Merger;" "--Share
Ownership of Certain Stockholders and Management;" "THE SPECIAL MEETING--Record
Date and Voting;" "SPECIAL FACTORS--Recommendations of the Special Committee and
the Board of Directors; Fairness of the Merger" and "--Current Relationships and
Transactions" is incorporated herein by reference.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "SUMMARY--Appraisal
Rights;" "THE SPECIAL MEETING--Appraisal Rights;" "SPECIAL FACTORS--Appraisal
Rights;" "THE MERGER AGREEMENT--Consideration to be Received in the Merger;" and
"ANNEX E" and "ANNEX A" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "SUMMARY
SELECTED HISTORICAL FINANCIAL DATA;" "SELECTED HISTORICAL FINANCIAL DATA;" and
"WHERE YOU CAN FIND MORE INFORMATION" is incorporated herein by reference.
Pursuant to Instruction D and Instruction F to Schedule 13E-3, the following are
incorporated by reference:
(i) The "Consolidated Financial Statements" from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, as
amended by Form 10-K/A filed on May 8, 1998.
(b) Not applicable.
16
<PAGE>
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections entitled "SUMMARY--
Current Relationships and Transactions; Interests of Certain Persons; "--Certain
Effects of the Merger; Plans for Telemundo After the Merger;" "--Financing for
the Merger;" "SPECIAL FACTORS--Certain Effects of the Merger; Plans for
Telemundo After the Merger;" "--Interests of Certain Persons;" "--Financing for
the Merger;" "THE MERGER AGREEMENT--Certain Covenants--Conduct of Business;"
"EXPENSES;" and "ANNEX A" is incorporated herein by reference.
(b) The information set forth in the sections entitled "WHO CAN HELP
ANSWER YOUR QUESTIONS;" "SUMMARY--Fairness Opinions of Financial Advisors;"
"THE SPECIAL MEETING--Voting, Revocation and Solicitation of Proxies;" "SPECIAL
FACTORS--Background of the Merger;" "--Opinion of Lazard Freres & Co. LLC;" and
"--Opinion of Salomon Brothers Inc" is incorporated herein by reference.
Item 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and all Annexes
thereto is incorporated herein by reference in its entirety.
Item 17. EXHIBITS
(a) None.
(b)(1) Opinion of Lazard Freres & Co. LLC (incorporated by reference to
ANNEX B to the Proxy Statement).
(b)(2) Opinion of Salomon Brothers Inc (incorporated by reference to ANNEX C
to the Proxy Statement).
(c)(1) Agreement and Plan of Merger, dated as of November 24, 1997, by and
among TLMD Station Group, Inc., TLMD Acquisition Co. and Telemundo
Group, Inc. (incorporated by reference to ANNEX A to the Proxy
Statement).
(c)(2) Agreement, dated as of November 17, 1997, by and among Apollo Investment
Fund III, L.P., Bastion Capital Fund, L.P., Liberty Media Corporation
and Sony Pictures Entertainment Inc. (previously filed)
(c)(3) Amendment, dated as of November 24, 1997, by among Apollo Investment
Fund III, L.P., Bastion Capital Fund, L.P., Liberty Media Corporation
and Sony Pictures Entertainment Inc. (previously filed)
(c)(4) Senior Secured Credit Facilities Commitment Letter, dated November 23,
1997, by and among Credit Suisse First Boston, Canadian Imperial Bank of
Commerce, Apollo Investment Fund III, L.P., Bastion Capital Fund, L.P.,
Liberty Media Corporation and Sony Pictures Entertainment Inc.
(previously filed).
(c)(5) Senior Discount Debentures Commitment Letter, dated November 23, 1997,
by and among Credit Suisse First Boston Corporation, CIBC Oppenheimer
Corp., Apollo Investment Fund III, L.P., Bastion Capital Fund, L.P.,
Liberty Media Corporation and Sony Pictures Entertainment Inc.
(previously filed).
(d) Copy of Letter to Stockholders, copy of Notice of Special Meeting of
Stockholders, Proxy Statement and copy of Proxy Card (incorporated by
reference to the Proxy Statement).
(e) Section 262 of the Delaware General Corporation Law, as amended
(incorporated by reference to ANNEX E to the Proxy Statement).
(f) Not applicable.
(g) Consolidated Financial Statements (incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, as amended by Form 10-K/A filed on May 8, 1998).
17
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
TELEMUNDO GROUP, INC.
By: /s/ Peter J. Housman, II
--------------------------------
Name: Peter J. Housman, II
Title: Chief Financial Officer
and Treasurer
Dated: May 13, 1998
TLMD STATION GROUP, INC.
By: /s/ Edward M. Yorke
--------------------------------
Name: Edward M. Yorke
Title: President
Dated: May 13, 1998
TLMD ACQUISITION CO.
By: /s/ Edward M. Yorke
--------------------------------
Name: Edward M. Yorke
Title: President
Dated: May 13, 1998
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors, L.P., its
General Partner
By: Apollo Capital Management II,
Inc., its General Partner
By: /s/ Michael D. Weiner
-------------------------------
Name: Michael D. Weiner
Title: Vice President
Dated: May 13, 1998
BASTION CAPITAL FUND, L.P.
By: Bastion Partner, L.P., its
General Partner
By: Villaco, its General Partner
By: /s/ Daniel D. Villanueva
-------------------------------
Name: Daniel D. Villanueva
Title: President
Dated: May 13, 1998
18
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Page
- ---------- ----
<C> <C> <S>
(b)(1) Opinion of Lazard Freres Incorporated by reference to
& Co. LLC ANNEX B to the Proxy Statement.
(b)(2) Opinion of Salomon Incorporated by reference to
Brothers Inc ANNEX C to the Proxy Statement.
(c)(1) Agreement and Plan of Incorporated by reference to
Merger, dated as of November ANNEX A to the Proxy Statement.
24, 1997, by and among TLMD
Station Group, Inc., TLMD
Acquisition Co. and Telemundo
Group, Inc.
(c)(2) Agreement, dated as of Previously filed with the Schedule 13E-3
November 17, 1997, by and on February 18, 1998.
among Apollo Investment Fund
III, L.P., Bastion Capital
Fund, L.P., Liberty Media
Corporation and Sony Pictures
Entertainment Inc.
(c)(3) Amendment, dated as of Previously filed with the Schedule 13E-3
November 24, 1997, by and on February 18, 1998.
among Apollo Investment Fund
III, L.P., Bastion Capital
Fund, L.P., Liberty Media
Corporation and Sony Pictures
Entertainment Inc.
(c)(4) Senior Secured Credit Facilities Previously filed with the Schedule 13E-3
Commitment Letter, dated on April 23, 1998.
November 23,1997, by and among
Credit Suisse First Boston,
Canadian Imperial Bank of
Commerce, Apollo Investment
Fund III, L.P., Boston Capital
Fund, L.P., Liberty Media
Corporation and Sony Pictures
Entertainment Inc.
(c)(5) Senior Discount Debentures Previously filed with the Schedule 13E-3
Commitment Letter, dated on April 23, 1998.
November 23, 1997,
by and among Credit Suisse First
Boston Corporation, CIBC
Oppenheimer Corp., Apollo
Investment Fund III, L.P., Boston
Capital Fund, L.P., Liberty Media
Corporation and Sony Pictures
Entertainment Inc.
(d) Copy of Letter to Stockholders, Incorporated by reference to the Proxy
copy of Notice of Special Statement.
Meeting of Stockholders, Proxy
Statement and copy of Proxy
Card.
(e) Section 262 of the Delaware Incorporated by reference to
General Corporation Law, as ANNEX E to the Proxy Statement.
amended.
(g) Consolidated Financial Incorporated by reference from the
Statements Company's Annual Report on Form 10-K
for the year ended December 31, 1997,
as amended by Form 10-K/A filed on May 8,
1998.
</TABLE>
19
