SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
CONSORTIUM G DINA GROUP, INC. (CONSORCIO G GRUPO DINA S.A. DE C.V.)
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(Name of Issuer)
SERIES L AMERICAN DEPOSITARY SHARES
-----------------------------------
(Title of Class of Securities)
210306-20-5
(Cusip Number)
RICHARD C. PFENNIGER, JR., 4400 BISCAYNE BOULEVARD
MIAMI, FL 33137 (305)575-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 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 the 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
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CUSIP NO. 210306-20-5 13D PAGE 2
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- ---------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILLIP FROST, M.D.
SS# ###-##-####
- -------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFI- 0
CIALLY OWNED BY
EACH REPORTING
PERSON WITH ----------------------------------------------------
8 SHARED VOTING POWER
1,933,803
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,933,803
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,933,803
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP NO. 210306-20-5 13D PAGE 3
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- ---------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA, LIMITED PARTNERSHIP
IRS I.D. #59-2749083
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFI- 0
CIALLY OWNED BY
EACH REPORTING
PERSON WITH ----------------------------------------------------
8 SHARED VOTING POWER
1,933,803
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,933,803
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,933,803
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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CUSIP NO. 210306-20-5 13D PAGE 4
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- ---------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA CORPORATION
IRS I.D. #59-2749057
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFI- 0
CIALLY OWNED BY
EACH REPORTING
PERSON WITH ----------------------------------------------------
8 SHARED VOTING POWER
1,933,803
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,933,803
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,933,803
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. SECURITY AND ISSUER.
This is Amendment No. 6 to the Schedule 13D previously filed
by Phillip Frost, M.D., Frost-Nevada, Limited Partnership (the "Partnership"),
and Frost-Nevada Corporation (collectively, the "Reporting Persons"), with
respect to Series L American Depositary Shares (the "Shares") of Consorcio G
Grupo Dina, S.A. de C.V. (the "Issuer"). Each Share represents four shares of
Series L Stock of the Issuer. The principal executive offices of the Issuer are
located at Tlacoquemecatl 41, Col. del Valle 03100, Mexico City, Mexico.
Information regarding each of the Reporting Persons is set forth below.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety as follows:
Dr. Frost's present principal occupation is as Chairman of the
Board of Directors and Chief Executive Officer of IVAX Corporation, a Florida
corporation, which through its subsidiaries is engaged primarily in the
research, development, manufacturing, marketing and distribution of health care
products. Dr. Frost's principal business address is 4400 Biscayne Boulevard,
Miami, Florida 33137.
The Partnership is a limited partnership organized and
existing under the laws of the State of Nevada with its principal office and
business address located at 3500 Lakeside Court, Suite 200, Reno, Nevada 89509.
The principal business of the Partnership is the investment in marketable
securities, precious metals and commodities and real estate located in Nevada.
Frost-Nevada Corporation is the sole general partner, and Dr. Frost is the sole
limited partner, of the Partnership.
Frost-Nevada Corporation is a corporation organized and
existing under the laws of the State of Nevada with its principal office and
business address located at 3500 Lakeside Court, Suite 200, Reno, Nevada 89509.
The principal business of Frost-Nevada Corporation is acting as the general
partner of the Partnership. Dr. Frost is the sole shareholder and an officer and
a director of Frost-Nevada Corporation. Neil Flanzraich is a director and the
sole officer of Frost- Nevada Corporation. Neil Flanzraich's present principal
occupation is as an attorney with the law firm of Heller, Ehrman, White &
McAuliffe. Mr. Flanzraich's principal business address is 525 University Avenue,
Palo Alto, California 94301-1900.
To the best knowledge of each of the Reporting Persons,
neither such Reporting Person nor Mr. Flanzraich has been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors), or
was a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activity subject to, federal or state securities laws or finding any violation
with respect to such laws during the last five years. Each of Dr. Frost and Mr.
Flanzraich is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
The aggregate purchase price of Shares of the Issuer purchased
by Phillip Frost, M.D. reported in this Amendment No. 6, including the payment
of commissions, was $41,375.00. The source of funds used by Phillip Frost, M.D.
in making these purchases were
Page 5
<PAGE>
personal funds of Phillip Frost, M.D. No portion of the consideration used by
Phillip Frost, M.D. in making the purchases described above were borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Shares.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended in its entirety and restated as follows:
The Shares were purchased and sold by one or more of the
Reporting Persons as an investment. The Reporting Persons intend to monitor
their investment in the Shares on a continuing basis. The Reporting Persons may
acquire additional Shares (subject to availability of Shares at prices deemed
favorable) in the open market, in privately negotiated transactions, by tender
offer or otherwise. Alternatively, the Reporting Persons reserve the right to
dispose of some or all of their Shares in the open market or in privately
negotiated transactions or otherwise depending upon the course of actions that
the Reporting Persons or the Issuer pursue, market conditions and other factors.
Although the foregoing represents the range of activities presently contemplated
by the Reporting Persons with respect to the Shares, it should be noted that the
possible activities of the Reporting Persons are subject to change at any time.
Except as otherwise stated herein, none of the Reporting
Persons have any present plans or proposals which relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended in its entirety and restated as follows:
AMOUNT OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED CLASS*
---- ------------------ ----------
Phillip Frost, M.D. 1,933,803** 14.6%
Frost-Nevada Corporation 1,933,803** 14.6%
Frost-Nevada, Limited 1,933,803** 14.6%
Partnership
- ----------------------------
* Based on 13,245,631 Shares outstanding on August 22, 1996, as
reported verbally by Morgan Guaranty Trust Company of New York, the
depositary of the Shares.
** These Shares are owned of record by one or more of the Reporting
Persons. As the sole limited partner of the Partnership and the sole
shareholder and an officer and a director of Frost-Nevada Corporation,
the general partner of the Partnership, Dr. Frost may be deemed a
beneficial owner of the Shares. Record ownership of the Shares may be
transferred from time to time among any or all of the Reporting
Persons. Accordingly, solely for purposes of reporting beneficial
ownership of the Shares pursuant to section 13(d) under the Securities
Exchange Act of 1934, as amended, each Reporting Person will be deemed
to be the beneficial owner of Shares held by any other Reporting
Person.
The Partnership shares the power to vote or dispose of the Shares
beneficially owned by it with Frost-Nevada Corporation and Dr. Frost.
Frost-Nevada Corporation, in its capacity as the general partner of the
Partnership, has the power to vote or direct the vote of
Page 6
<PAGE>
these Shares or to dispose or direct the disposition of these Shares for the
Partnership. Frost-Nevada Corporation will be deemed the beneficial owner of the
Shares owned by the Partnership by virtue of this relationship to the
Partnership. Dr. Frost, in his capacity as the sole shareholder and an officer
and a director of Frost-Nevada Corporation, the general partner of the
Partnership, will be deemed the beneficial owner of all Shares owned by the
Partnership by virtue of his power to vote or direct the vote of the Shares or
to dispose or direct the disposition of the Shares owned by the Partnership.
Other than as reported on Exhibit 2 attached hereto, none of
the Reporting Persons has engaged in any transaction involving Shares of the
Issuer during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons is a
party to any contract, arrangement, understanding or relationship with any
person with respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
2. Description of transactions in the Issuer's Shares by Phillip
Frost, M.D.
3. Power of Attorney granted to Phillip Frost, M.D. by Neil
Flanzraich.
4. Second Amended and Restated Agreement of Frost-Nevada,
Limited Partnership, Frost-Nevada Corporation and Phillip
Frost, M.D. filed pursuant to Rule 13d-l(f)(l)(iii) of the
Securities and Exchange Commission (previously filed).
Page 7
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/s/ PHILLIP FROST, M.D.
---------------------------
Date: August __, 1996 Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
*
--------------------------
Date: August __, 1996 Neil Flanzraich
President of Frost-Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
*
--------------------------
Date: August __, 1996 Neil Flanzraich
President
*By /s/ PHILLIP FROST, M.D.
--------------------------
Phillip Frost, M.D.
(Attorney-in-fact pursuant
to Power of Attorney)
Page 8
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Joint Filing Agreement
2 Description of transactions in the Issuer's Shares by Phillip
Frost, M.D.
3 Power of Attorney granted to Phillip Frost, M.D. by Neil
Flanzraich.
EXHIBIT 1
The undersigned hereby agree that this Amendment to the Schedule 13D
filed by us with respect to the Series L American Depositary Shares of Consorcio
G Grupo Dina, S.A. de C.V. is filed on behalf of each of us.
/s/ PHILLIP FROST, M.D.
---------------------------
Date: August __, 1996 Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
*
--------------------------
Date: August __, 1996 Neil Flanzraich
President of Frost-Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
*
--------------------------
Date: August __, 1996 Neil Flanzraich
President
*By /s/ PHILLIP FROST, M.D.
--------------------------
Phillip Frost, M.D.
(Attorney-in-fact pursuant
to Power of Attorney)
EXHIBIT 2
Set forth below is a summary of transactions in the Series L American
Depositary Shares of the Issuer (each such Share representing four shares of
Series L Stock of the Issuer) by Phillip Frost, M.D. effected June 24, 1996
through the date of this Amendment No. 6. All transactions were open market
purchases effected on the New York Stock Exchange.
NUMBER OF SHARES NUMBER OF SHARES PRICE PER
DATE ACQUIRED SOLD SHARE
- ---- ---------------- ---------------- ---------
6/24/96 20,000 1.625
6/25/96 5,000 1.625
6/28/96 38,000 1.875
6/28/96 7,900 2.00
8/14/96 135,000 2.25
8/23/96 10,000 2.50
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his capacity
as President of Frost-Nevada Corporation, a Nevada corporation (the
"Corporation"), does hereby make, constitute and appoint PHILLIP FROST, M.D. his
true and lawful attorney-in-fact, for him and in his name, place and stead, for
the sole and limited purpose of signing any and all statements or reports
pursuant to the Securities Exchange Act of 1934, and any amendments thereto, on
behalf of the Corporation, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 24th day of May, 1996.
/s/ NEIL GLANZRAICH
--------------------------
Neil Flanzraich, President
