-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EAZuGapci7ff7xRceEIe2bCNwSR6Su31NZeGj+hYvBwLKUWzZs4QxiEU2rSNbefh NSLkaiWSf8CvPDFkbRSsiQ== 0000898430-95-002007.txt : 19951013 0000898430-95-002007.hdr.sgml : 19951013 ACCESSION NUMBER: 0000898430-95-002007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951012 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTAVA GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 580971455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17085 FILM NUMBER: 95580227 BUSINESS ADDRESS: STREET 1: 4900 GEORGIA PACIFIC CTR CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4046589000 MAIL ADDRESS: STREET 1: 4900 GEORGIA PACIFIC CTR CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: FUQUA INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRITON GROUP LTD CENTRAL INDEX KEY: 0000319250 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330318116 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 550 WEST C STREET STREET 2: STE 1880 CITY: SAN DEIGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6192311818 MAIL ADDRESS: STREET 1: 550 WEST C STREET STREET 2: STE 1880 CITY: SAN DIEGO STATE: CA ZIP: 92101 SC 13D/A 1 SCHEDULE 13D-AMEND NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12) THE ACTAVA GROUP INC. - - - - - - - - - - - - - - - - - - - - (Name of Issuer) $1.00 PAR VALUE COMMON STOCK - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 361028-10-3 - - - - - - - - - - - - - - (CUSIP Number) MICHAEL M. EARLEY PRESIDENT AND CHIEF OPERATING OFFICER, TRITON GROUP LTD., 550 WEST C STREET, SAN DIEGO, CA 92101 (619) 231-1818 - - - - - - - - - - - - - - - - - - - - (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 12, 1995 - - - - - - - - - - - - - - (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.) 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 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 ("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). - ------------------------- ------------------------ CUSIP NO. 361028-10-3 SCHEDULE 13D PAGE 2 OF 5 PAGES - ------------------------- ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRITON GROUP LTD. 33-0318116 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 4,413,598 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,413,598 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,413,598 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.26% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. ------------------- Security: Common Stock, $1.00 Par Value ("Common Stock") Issuer: The Actava Group Inc., formerly Fuqua Industries, Inc., ("Actava"), a Delaware corporation Address: 945 East Paces Ferry Road Suite 2210 Atlanta, GA 30326 Item 2. Identity and Background. ----------------------- This Amendment No. 12 to Schedule 13D is being filed by Triton Group Ltd. ("Triton"), a Delaware corporation (as successor to Intermark, Inc.). The principal business and offices of Triton are located at 550 West C Street, 18th Floor, San Diego, CA 92101. There is no change to the remaining information contained in Item 2 of Schedule 13D, as amended to date. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- There is no change to the information contained in Item 3 of Schedule 13D, as amended to date. Item 4. Purpose of Transaction. ---------------------- The information set forth in Item 4 of Triton's Schedule 13D, as amended, is hereby amended as follows: On October 12, 1995, Triton entered into a letter agreement with Actava pursuant to which Actava agreed to register approximately 3,000,000 shares of Actava Common Stock held by Triton on a Form S-3 registration statement (the "Form S-3"). The Form S-3 is to be prepared by Actava and filed with the Securities and Exchange Commission within ten (10) days following the date of the agreement. Pursuant to the agreement, Actava will use all reasonable efforts to cause the Form S-3 to remain effective until ninety (90) days after the consummation of the proposed mergers (the "Mergers") of Actava with Orion Pictures Corporation, MCEG Sterling Incorporated and Metromedia International Telecommunications Inc., or, if later, ninety (90) days after the effectiveness of the Form S-3. Triton agreed that, upon the filing of the Form S-3, Triton will deliver to Actava proxies in blank executed by Triton covering all of Triton's shares of Actava Common Stock, which will enable Actava's proxyholders to vote all of the Actava shares held by Triton in favor of the Mergers. Triton will not revoke, amend or rescind such proxies, unless proxies are required to be resolicited from all stockholders of Actava as a result of a material change in the information regarding the Mergers contained in the Proxy Statement/Form S-4 Registration Statement of Actava. Triton also agreed to pay certain reasonable out-of-pocket expenses incurred by Actava in effecting the registration. Triton and Actava will cooperate with each other to ensure the concurrent application of the net proceeds of any offering first to repay in full all obligations of Triton under the Amended and Restated Loan Agreement between Triton and Actava, currently approximately $18,000,000. In addition, Actava and Triton will provide the other with certain indemnification regarding the Form S-3. Subject to favorable market conditions, including, in particular, the stock price of the Actava Common Stock, Triton intends to sell all or a portion of its shares of Actava Common Stock being registered under the Form S-3. Triton anticipates that such sales will primarily consist of block sales to institutions, but also may involve open market transactions or other transactions effected through registered broker dealers. Actava has agreed with Triton to use its reasonable efforts to assist Triton in its sales effort. In addition, Triton may distribute a portion of its shares of Actava Common Stock to its stockholders. Under the letter agreement, Triton agreed with Actava that, subject to the consummation of the Mergers, Triton waives the provisions of the Amended and Restated Stockholder Agreement dated as of June 25, 1993 between Triton and Actava requiring that the Board of Directors of Actava consist of nine members and providing that Triton would be entitled to designate one or two members of the Board of Directors of Actava. Page 3 of 5 Pages Item 5. Interest in Securities of the Issuer. ------------------------------------- There is no change to the information contained in Item 5 of Schedule 13D as amended to date. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- The information set forth in Item 6 of Triton's Schedule 13D, as amended, is hereby amended as follows: The letter agreement between Triton and Actava referred to in Item 4 hereof pursuant to which Actava agreed to register approximately 3,000,000 shares of Actava Common Stock held by Triton on a Form S-3 registration statement is filed herewith as Exhibit 17 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- The information set forth in Item 7 of Triton's Schedule 13D, as amended, is hereby amended as follows: 17. Letter Agreement dated October 12, 1995 between Triton Group Ltd. and The Actava Group Inc. Page 4 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 statement is true, complete and correct. Dated: October 12, 1995 TRITON GROUP LTD. By: /s/ JOHN C. STISKA ----------------------------------------- Name: John C. Stiska --------------------------------------- Title: Chief Executive Officer -------------------------------------- Page 5 of 5 Pages EX-17 2 LETTER EXHIBIT 17 October 12, 1995 Triton Group Ltd. 550 West C Street, Suite 1880 San Diego, California 92101 Ladies and Gentlemen: This letter is to confirm that you have requested that The Actava Group Inc. ("Actava") register approximately 3,000,000 of the Actava shares held by Triton Group Ltd. ("Triton") on Form S-3, and Actava agrees to do so on the following terms: 1. The S-3 registration statement will be prepared by Actava and filed with the Securities and Exchange Commission ("SEC") as promptly as practicable, but in no event later than ten (10) days from the date hereof. Triton will provide Actava with information regarding Triton and its plan of distribution for inclusion in the Form S-3 registration statement. Actava will use all reasonable efforts to have the Form S-3 declared effective as soon as practicable. The Form S-3 will incorporate by reference the Proxy Statement/S-4 Registration Statement with respect to the proposed mergers of Actava, Orion, MCEG Sterling and MITI (the "Mergers"). Actava will also use all reasonable efforts to register or qualify the shares under applicable Blue Sky laws in such jurisdictions as any broker or dealer involved in the sale of such shares may reasonably request as long as such qualification does not subject Actava to general service of process in a state. 2. Actava agrees to use all reasonable efforts to cause the Form S-3 registration statement to remain effective until ninety (90) days after the consummation of the Mergers, or, if later, 90 days after effectiveness. In the event that such effectiveness lapses for any period or Actava notifies Triton not to use such S-3 for any period, such ninety (90)-day period will be extended by the period of lapse or non-use. 3. The Form S-3 will specify that Triton's plan of distribution will involve the sale of the Actava shares primarily through block transactions but also through open market transactions or other transactions effected through registered broker dealers. Triton acknowledges that the offering will not be underwritten. Actava will use its reasonable efforts to assist Triton in the selling effort and agrees to make available a senior executive officer to attend marketing meetings with broker dealers acceptable to Actava. 4. Triton agrees that, upon the filing of the Form S-3 registration statement, it will deliver to Actava proxies in blank executed by Triton covering all of Triton's shares of Actava Common Stock, which will enable Actava's proxyholders to vote all of the shares of Actava's common stock held by Triton in favor of the Mergers. Triton agrees that it will not revoke, alter or amend such proxies, unless proxies are required to be resolicited from all stockholders of Actava as a result of a material change in the information regarding the Mergers contained in the Proxy Statement/S-4 Registration Statement. Triton acknowledges that the supplement to the Proxy Statement/S-4 relating to this agreement does not constitute a resolicitation of proxies. After the filing of the Form S-3, Actava will use its best efforts to cause the Form S-3 to be declared effective by the SEC as promptly as practicable. 5. Triton agrees to cooperate with and provide such additional information to Actava as Actava may reasonably request in order to register the shares as provided for herein. 6. All expenses incurred by Actava in effecting any registrations and/or sales of shares pursuant to this letter (including, without limitation, all registration and filing fees, printing expenses of the S-3 (but not the Proxy Statement/S-4), Blue Sky expenses, auditors' fees relating solely to the Form S-3 registration statement and reasonable fees and expenses of counsel to Actava associated therewith) shall be paid by Triton, provided that in no event shall the counsel fees exceed $25,000 and provided that Actava will pay all of its internal costs. In addition, Triton agrees to pay the reasonable costs and expenses associated with preparation and mailing of a supplement to the Proxy Statement/S-4 with respect to the contents of this letter and Triton's Amendment to its Schedule 13D filing, up to a maximum of $35,000. 7. In connection with the registration of the Actava shares under the Securities Act of 1933, as amended (the "Act"), Actava will agree to indemnify and hold harmless Triton and each other person who participates in the offering or sale of such shares and their respective directors, officers, partners, agents and affiliates against any losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), joint or several, and expenses (collectively, a "Loss" or "Losses") to which such party may become subject, insofar as such Losses relate to any untrue statement or omission, or alleged untrue statement or omission, made in the registration statement under which such shares were registered under the Act (other than the information provided by Triton for inclusion in the Form S-3 registration statement); and Triton will agree to indemnify and hold harmless Actava and each person who participates in the offering or sale of such shares and their respective directors, officers, partners, agents and affiliates against any Losses to which such party becomes subject, insofar as such Losses relate to any untrue statement or omission, or alleged untrue statement or omission, made in such registration statement in reliance upon and in conformity with written information furnished to Actava by Triton expressly for use in such registration statement. 8. Triton may distribute Actava shares to its stockholders. In such event, Triton will, upon request, furnish any Triton stockholder with a copy of the Proxy Statement/S-4 (or the most recent SEC periodic reports) of Actava. Actava agrees to furnish Triton, at no cost, sufficient copies of the Proxy Statement/S-4 (or the most recent SEC periodic reports) to satisfy any such requests. 9. Actava will provide Triton and its counsel such reasonable access to Actava, its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of Triton's counsel, to conduct a reasonable "due diligence" investigation within the meaning of the Act. Triton will maintain the confidentiality of any confidential information received from or otherwise made available by Actava to Triton. 10. Triton and Actava recognize their respective obligations under the Amended Loan Agreement and Pledge Agreement, and both parties agree to cooperate with each other to ensure the release of the Actava shares for sale pursuant to the Form S-3 registration statement and the concurrent application of the net proceeds of any offering first to repay in full all obligations of Triton under the Amended Loan Agreement. 11. Attached as Exhibits A and B to this letter are an Amendment to Triton's Schedule 13D regarding the Actava shares and a Press Release, in the forms that they will be filed or issued promptly after the execution of this letter. 12. Subject to the consummation of the Mergers, Triton hereby waives the provisions of the Amended and Restated Stockholder Agreement dated as of June 25, 1993 between Triton and Actava requiring that the Board of Directors of Actava consist of nine members and providing that Triton would be entitled to designate one or two members of the Board of Directors of Actava. 13. This letter agreement may be executed in counterparts. If the foregoing correctly sets forth our agreement, please so indicate by signing below. THE ACTAVA GROUP INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- TRITON GROUP LTD. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----