-----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, NKSAv/P72rTlnG2NBYjGneGOgiQnS6J+fu/RRpfRj9pLCriqOU71AM9zhubHy4PD PusYiHd0saLiqENDVOGfMg== 0000950170-96-000709.txt : 19960829 0000950170-96-000709.hdr.sgml : 19960829 ACCESSION NUMBER: 0000950170-96-000709 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960828 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSORTIUM G DINA GROUP INC CENTRAL INDEX KEY: 0000893188 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46225 FILM NUMBER: 96622290 BUSINESS ADDRESS: STREET 1: DOMICILIO CONOCIDO COREDOR INDUSTRIAL CITY: 43990 CD SHAGUN HIDA STATE: O5 BUSINESS PHONE: 5253250927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SC 13D/A 1 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.) ------------------------------------------------------------------- (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 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 ----------------------------------------- (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)) - ---------------------------- -------------------------------- CUSIP NO. 210306-20-5 13D PAGE 2 ----------- - ---------------------------- -------------------------------- - -------------------------------------------------------------------------------- 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) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- - ---------------------------- -------------------------------- CUSIP NO. 210306-20-5 13D PAGE 3 ----------- - ---------------------------- -------------------------------- - -------------------------------------------------------------------------------- 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) [ ] - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- - ---------------------------- -------------------------------- CUSIP NO. 210306-20-5 13D PAGE 4 ----------- - ---------------------------- -------------------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 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 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 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 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. EX-1 2 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) EX-2 3 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 EX-3 4 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 -----END PRIVACY-ENHANCED MESSAGE-----