SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Coded Communications Corporation
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(Name of issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
19-1908102
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(CUSIP Number)
Fernando Pliego
Grupo Information,
Satellites & Advertising, S.A. de C.V.
Orizaba No. 182
Col. Roma, 06700
Mexico, D.F.
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(Name, address and telephone number of person authorized to receive
notices and communications)
September 19, 1996
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(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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[_]
Check the following box if a fee is being paid with the statement
[_]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Page 1 of 5 Pages
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CUSIP No. 19-1908102 Page 2 of 5 Pages
Response to Question 1: Grupo Information, Satellites &
Advertising, S.A. de C.V.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: WC,00
Response to Question 5: N/A
Response to Question 6: Mexico
Response to Question 7: 57,272,767
Response to Question 8: 0
Response to Question 9: 57,272,767
Response to Question 10: 0
Response to Question 11: 57,272,767
Response to Question 12: N/A
Response to Question 13: 76.8%
Response to Question 14: CO
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CUSIP No. 19-1908102 Page 3 of 5 Pages
INTRODUCTION
Except as to Items 4 and 5, no changes have occurred to the answer to
any Items of this Schedule 13D from the information last reported by Grupo
Information, Satellites & Advertising, S.A. de C.V. in its filing made on August
5, 1996 (the "Original Filing"). All terms defined in the Original Filing shall
have the same meaning in this filing.
ITEM 4. PURPOSE OF TRANSACTION.
On September 19, 1996 the stockholders of the Issuer approved the
Investment Agreement. Subsequent to the Issuer obtaining such approval, ISA
exercised the Option. Upon exercise of the Option, ISA became entitled to
appoint and thereafter nominate three of the members of the Issuer's Board of
Directors. The Board of Directors was also required to elect as the Chairman of
the Board, the director designated by ISA. In addition, RenCap become entitled
to nominate one director to serve as an Advisory Director of the Issuer. An
Advisory Director has the right to be notified of and to attend all Board
meetings, but does not have the right to vote on any matters before the Board.
On September 19, 1996 Mr. Vance Arnold, RenCap's nominee was appointed as an
Advisory Director. On September 19, 1996 Hugo Camou, Fernando Pliego and
Fernando Molina were unanimously appointed to the Board of Directors (Messrs.
Camou, Pliego and Molina are referred to collectively as the "Designated
Directors"). Immediately after the appointment of the Designated Directors,
Messrs. Steven E. Borgardt and James W. Kenney resigned their positions as
members of the Board of Directors of the Issuer. Mr. John Robinson continues to
serve on the Board.
Pursuant to the Investment Agreement or pursuant to the exercise of
the Option granted thereunder, ISA has control of the Board of Directors of the
Issuer and beneficial ownership of a majority of the outstanding shares of
Common Stock of the Issuer. Therefore, ISA has the ability to approve
transactions that may result in the Issuer no longer being required to file
reports with the Securities and Exchange Commission or to cause the Issuer's
Common Stock to be delisted from a national securities exchange or removed from
quotation on NASDAQ, should the Common Stock be listed or quoted in the future.
ISA has expressed its present intent to maintain the Issuer as a publicly-held
and traded company.
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CUSIP No. 19-1908102 Page 4 of 5 Pages
Item 5. Interest in Security of the Issuer.
(a) & (b) The following table sets forth the separate beneficial
ownership (and information concerning voting and dispositive power) of ISA as of
December 1, 1996:
Number of Percent
Name Shares of Class
- ---- ------ --------
ISA 57,272,767 76.8%
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(1) ISA has sole voting and dispositive power with respect to the shares
owned by it.
(c) The Option was exercised on September 19, 1996, pursuant to which
ISA received 47,272,767 shares of newly issued Common Stock of the Issuer.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 19-1908102 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D (Amendment No. 1)
is true, complete and correct.
GRUPO INFORMATION, SATELLITES &
ADVERTISING, S.A. de C.V.
BY: /s/ Fernando Pliego
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NAME: Fernando Pliego
TITLE: Executive Representative Officer
DATED: December 31, 1996
