0001193125-12-396657.txt : 20120919 0001193125-12-396657.hdr.sgml : 20120919 20120919145700 ACCESSION NUMBER: 0001193125-12-396657 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 GROUP MEMBERS: ASGARD INVERSIONES, SLU GROUP MEMBERS: OTNAS INVERSIONES, S.L. GROUP MEMBERS: PROMOTORA DE PUBLICACIONES, S.L. GROUP MEMBERS: TIMON, S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROMOTORA DE INFORMACIONES SA /FI CENTRAL INDEX KEY: 0001159513 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85796 FILM NUMBER: 121099634 BUSINESS ADDRESS: STREET 1: GRAN VIA 32 6 PLANTA STREET 2: 28013 MADRID CITY: SPAIN STATE: U3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rucandio S.A. CENTRAL INDEX KEY: 0001547347 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CALLE M?NDEZ N??EZ 17 CITY: MADRID STATE: U3 ZIP: 28014 BUSINESS PHONE: (34) 917 01 48 01 MAIL ADDRESS: STREET 1: CALLE M?NDEZ N??EZ 17 CITY: MADRID STATE: U3 ZIP: 28014 SC 13D/A 1 d413455dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Promotora de Informaciones, S.A.

(Name of Issuer)

 

 

 

Class A ordinary shares, nominal value €0.10 per share

(Title of Class of Securities)

 

E82880126

(CUSIP Number)

 

Eric S. Shube

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 610 6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 6, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing 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, as amended, 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).

 

 

 


CUSIP No. E82880126  

 

  1.   

Name of Reporting Person

 

Rucandio S.A.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Spain

Number of

Class A Shares

Beneficially

Owned By

Each

Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

268,101,700*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

268,101,700*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

268,101,700*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

40.2%*

14.

 

Type of Reporting Person (See Instructions)

 

CO

 

* Consists of a total of 221,591,841 Class A Shares and 46,509,859 Warrants owned by Timón, Propu, Asgard, Rucandio Inversiones, Otnas and certain Propu quotaholders, representing 40.2% of all outstanding Issuer Class A Shares (based on a total of 620,698,795 Issuer Class A Shares outstanding as of September 6, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on September 13, 2012, and assuming the conversion of the 46,509,859 Warrants beneficially owed by such Reporting Persons, but without including any Warrants held by any other persons.


CUSIP No. E82880126  

 

  1.   

Name of Reporting Person

 

Timón, S.A.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Spain

Number of

Class A Shares

Beneficially

Owned By

Each

Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

267,389,603*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

267,389,603*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

267,389,603*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

40.1%*

14.

 

Type of Reporting Person (See Instructions)

 

CO

 

* Consists of a total of 221,252,747 Class A Shares and 46,136,856 Warrants owned by Timón, Propu, Asgard, Otnas and certain Propu quotaholders, representing 40.1% of all outstanding Issuer Class A Shares (based on a total of 620,698,795 Issuer Class A Shares outstanding as of September 6, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on September 13, 2012, and assuming the conversion of the 46,136,856 Warrants beneficially owed by such Reporting Persons, but without including any Warrants held by any other persons.


CUSIP No. E82880126  

 

  1.   

Name of Reporting Person

 

Promotora de Publicaciones, S.L.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Spain

Number of

Class A Shares

Beneficially

Owned By

Each

Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

130,785,417*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

130,785,417*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

130,785,417*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

20.2%*

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of a total of 102,837,443 Class A Shares and 27,947,974 Warrants owned by Propu, representing 20.2% of all outstanding Issuer Class A Shares (based on a total of 620,698,795 Issuer Class A Shares outstanding as of September 6, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on September 13, 2012, and assuming the conversion of the 27,947,974 Warrants beneficially owed by such Reporting Persons, but without including any Warrants held by any other persons.


CUSIP No. E82880126  

 

  1.   

Name of Reporting Person

 

Asgard Inversiones, SLU

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Spain

Number of

Class A Shares

Beneficially

Owned By

Each

Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

145,543,614*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

145,543,614*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

145,543,614*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

23.1%*

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of a total of 136,075,686 Class A Shares and 9,467,928 Warrants owned by Asgard, Otnas and certain Propu quotaholders, representing 23.1% of all outstanding Issuer Class A Shares (based on a total of 620,698,795 Issuer Class A Shares outstanding as of September 6, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on September 13, 2012, and assuming the conversion of the 9,467,928 Warrants beneficially owed by such Reporting Persons, but without including any Warrants held by any other persons.


CUSIP No. E82880126  

 

  1.   

Name of Reporting Person

 

Otnas Inversiones, S.L.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Spain

Number of

Class A Shares

Beneficially

Owned By

Each

Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

93,000,000*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

93,000,000*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

93,000,000*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

15.0%*

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

* Consists of a total of 93,000,000 Class A Shares owned by Otnas, representing 15.0% of all outstanding Issuer Class A Shares (based on a total of 620,698,795 Issuer Class A Shares outstanding as of September 6, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on September 13, 2012.


This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) originally filed by the Reporting Persons with the Securities and Exchange Commission (“SEC”) on April 20, 2012. Except as set forth below, all Items of the Schedule 13D, remain unchanged.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The Issuer’s Current Report on Form 6-K filed with the SEC on September 13, 2012 reports a total of 620,698,795 Class A Shares outstanding as of September 6, 2012. Based on the Issuer’s Current Reports on Form 6-K filed with the SEC between May 11, 2012 and September 13, 2012, the Issuer reports an aggregate increase of 81,968,693 Class A Shares outstanding since the Reporting Persons originally filed the Schedule 13D with the SEC on April 20, 2012. As reported by the Issuer, the increase in Class A Shares outstanding reflects capital increases made by the Issuer during this period due to certain exercises of Warrants, conversions of non-voting convertible Class B shares into Class A Shares and the payment in Class A Shares of the 2011 Class B shares minimum annual dividend. As of the date hereof, the aggregate number of Class A Shares and Warrants beneficially owned by the Reporting Persons reflected in the Schedule 13D remains unchanged. In accordance with Rule 13d-2(a) under the Exchange Act, this Amendment No. 1 reports a decrease in the percentage of Class A Shares beneficially owned by the Reporting Persons due to the increase in Class A Shares outstanding as reported by the Issuer. See Item 13 of the cover pages to this Amendment No. 1 for the percentage of Class A Shares owned by each of the Reporting Persons, which information is incorporated herein by reference.


SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of September 18, 2012 that the information set forth in this statement is true, complete and correct.

 

Rucandio S.A.
By:  

/s/ IGNACIO POLANCO MORENO

Name:   Ignacio Polanco Moreno
Title:   Chairman
Timón, S.A.
By:  

/s/ IGNACIO POLANCO MORENO

Name:   Ignacio Polanco Moreno
Title:   Chairman
Promotora de Publicaciones, S.L.
By:  

/s/ ADOLFO VALERO CASCANTE

Name:  

Adolfo Valero Cascante

Title:   Joint and Several Director
Asgard Inversiones, SLU
By:  

/s/ ADOLFO VALERO CASCANTE

Name:   Adolfo Valero Cascante
Title:   Joint and Several Director
Otnas Inversiones, S.L.
By:  

/S/ BORJA PÉREZ ARAUNA

Name:   Borja Pérez Arauna
Title:   Director


SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF RUCANDIO S.A.

The following persons are the directors and executive officers of Rucandio S.A as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors of Rucandio S.A. Rucandio S.A. has no executive officers. Each individual identified has his or her business address at c/o Rucandio S.A., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Rucandio S.A.

 

Name

  

Relationship to Rucandio S.A.

   Principal Occupation    Citizenship

Ignacio Polanco Moreno*

   Chairman of the Board of Directors    Honorary Chairman of the
Board of Directors of
Promotora de
Informaciones, S.A.
   Spanish

Manuel Polanco Moreno*

   Director    Vice Chairman of the Board
of Directors of Promotora
de Informaciones, S.A.;
President of PRISA
Televisión, S.A.U
   Spanish

Maria Jesús Polanco Moreno*

   Director    Director    Spanish

Isabel Moreno Puncel

   Director    Director    Spanish

Adolfo Valero Cascante

   Director    Director    Spanish

 

* Rucandio is a family company controlled by Ignacio Polanco Moreno (25%), Manuel Polanco Moreno (25%), María Jesús Polanco Moreno (25%) and the four children (collectively 25%) of Isabel Polanco Moreno (deceased in 2008). The shareholders of Rucandio have signed a shareholders agreement, among other things, restricting the transfer of ownership in Rucandio outside the Polanco Moreno family, and relating to how the shares of Rucandio will be voted. For further description, see “Shareholder Agreement in Rucandio” (incorporated by reference to Item E. Share Ownership contained in the Annual Report on Form 20-F filed by the Issuer on April 30, 2012). Ignacio Polanco Moreno owns directly (and indirectly through a company Ignacio Polanco Moreno controls) 192,053 Class A Shares and 211,285 Warrants, and Manuel Polanco Moreno owns directly (and indirectly through a company owned by Manuel Polanco Moreno, his wife and children) 93,129 Class A Shares and 102,468 Warrants.

DIRECTORS AND EXECUTIVE OFFICERS OF TIMÓN, S.A.

The following persons are the directors and executive officers of Timón, S.A. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Timón, S.A. Each individual identified has his or her business address at c/o Timón, S.A. calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Timón, S.A.

 

Name

  

Relationship to Timón, S.A.

   Principal Occupation    Citizenship
Ignacio Polanco Moreno    Chairman of the Board of Directors    Honorary Chairman of the
Board of Directors of
Promotora de
Informaciones, S.A.
   Spanish
Manuel Polanco Moreno    Vice Chairman of the Board of Directors    Vice Chairman of the Board
of Directors of Promotora
de Informaciones, S.A.;
President of PRISA
Televisión, S.A.U.
   Spanish
Borja Pérez Arauna    Vice Chairman of the Board of Directors    Director of Promotora de
Informaciones, S.A.
   Spanish
Adolfo Valero Cascante    Managing Director of the Board of Directors    Director    Spanish


Name

  

Relationship to Timón, S.A.

   Principal Occupation    Citizenship

Eduardo Cortés de Ponte

   Director    Director    Spanish

Javier Díez de Polanco

   Director    Director    Spanish

Alfonso López Casas

   Director    Director    Spanish

Emiliano Martínez Rodríguez

   Director    Director    Spanish

Francisco Pérez Arauna

   Director    Director    Spanish

Jorge Pérez Arauna

   Director    Director    Spanish

Maria Jesús Polanco Moreno

   Director    Director    Spanish

Rafael Noblejas Sánchez-Migallón

   Chief Financial Officer    Chief Financial Officer    Spanish

DIRECTORS AND EXECUTIVE OFFICERS OF PROMOTORA DE PUBLICACIONES, S.L.

The following persons are the directors and executive officers of Promotora de Publicaciones, S.L. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Promotora de Publicaciones, S.L. Each individual identified has his or her business address at c/o Promotora de Publicaciones, S.L., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Promotora de Publicaciones, S.L.

 

Name

  

Relationship to Promotora de
Publicaciones, S.L.

   Principal Occupation    Citizenship
Ignacio Polanco Moreno    Joint and Several Director (Administrador Solidario)    Honorary Chairman of the
Board of Directors of
Promotora de
Informaciones, S.A.
   Spanish
Adolfo Valero Cascante    Joint and Several Director (Administrador Solidario)    Director    Spanish
Borja Pérez Arauna    Joint and Several Director (Administrador Solidario)    Director of Promotora de
Informaciones, S.A.
   Spanish

DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD INVERSIONES, SLU

The following persons are the directors and executive officers of Asgard Inversiones, SLU as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors of Asgard Inversiones, SLU. Asgard Inversiones, SLU has no executive officers. Each individual identified has his or her business address at c/o Asgard Inversiones, SLU, calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Asgard Inversiones, SLU.

 

Name

  

Relationship to Asgard

Inversiones, SLU

   Principal Occupation    Citizenship
Ignacio Polanco Moreno    Joint and Several Director (Administrador Solidario)    Honorary Chairman of the
Board of Directors of
Promotora de
Informaciones, S.A.
   Spanish
Adolfo Valero Cascante    Joint and Several Director (Administrador Solidario)    Director    Spanish
Borja Pérez Arauna    Joint and Several Director (Administrador Solidario)    Director of Promotora de
Informaciones, S.A
   Spanish


DIRECTORS AND EXECUTIVE OFFICERS OF OTNAS INVERSIONES, S.L.

The following persons are the directors and executive officers of Otnas Inversiones, S.L. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Otnas Inversiones, S.L. The business address for Jonathan Franklin is c/o Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY 10580, USA. The business address for Antonius Theodorus Trentelman is Berggruen Holdings, Inc., c/o IMS Benelux Holding Coöperatieve U.A., Markt 6, 4112 JS Beusichem, The Netherlands. Each other individual identified has his or her business address at c/o Otnas Inversiones, S.L., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Otnas Inversiones, S.L.

 

Name

  

Relationship to Otnas

Inversiones, S.L.

   Principal Occupation    Citizenship
Ignacio Polanco Moreno    Chairman of the Board of Directors    Honorary Chairman of the
Board of Directors of
Promotora de
Informaciones, S.A.
   Spanish
Adolfo Valero Cascante    Director    Director    Spanish
Borja Pérez Arauna    Director    Director of Promotora de
Informaciones, S.A
   Spanish
Jonathan Franklin    Director    Director, Supply Chain

Jarden Corporation

555 Theodore Fremd
Avenue

Rye, NY 10580

USA

   American
Antonius Theodorus Trentelman    Director    Managing Director

Berggruen Holdings, Inc.

c/o IMS Benelux Holding
Coöperatieve U.A.

Markt 6

4112 JS Beusichem

The Netherlands

   Dutch