-----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, OYBJL4aPvSJ6cfyRSIW+Scbe/MZO1Z071sRMcNKGslGU+/VV8KMSnNgYlJg2QjFd j8nLazmBOhSl9JO0TpXtNA== 0000889812-99-002064.txt : 19990707 0000889812-99-002064.hdr.sgml : 19990707 ACCESSION NUMBER: 0000889812-99-002064 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990706 GROUP MEMBERS: SONY PICTURES ENTERTAINMENT INC. GROUP MEMBERS: SPE MUNDO INVESTMENT INC GROUP MEMBERS: SPE MUNDO INVESTMENT INC. GROUP MEMBERS: TELEMUNDO NETWORK GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEPASA COM INC CENTRAL INDEX KEY: 0001078099 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 860879433 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56473 FILM NUMBER: 99659534 BUSINESS ADDRESS: STREET 1: ONE ARIZONA CENTER STREET 2: 400 E VAN BUREN CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6027160100 MAIL ADDRESS: STREET 1: ONE ARIZONA CENTER STREET 2: 400 E VAN BUREN CITY: PHOENIX STATE: AZ ZIP: 85004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPE MUNDO INVESTMENT INC CENTRAL INDEX KEY: 0001089831 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954699415 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10202 WEST WASHINGTON BLVD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 3102444000 MAIL ADDRESS: STREET 1: 10202 WEST WASHINGTON BLVD CITY: CULVER CITY STATE: CA ZIP: 90232 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.__)(1) quepasa.com, inc. ----------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 74833W107 --------- (Cusip Number) Alan Sokol Chief Operating Officer Telemundo Network Group LLC 2425 Olympic Boulevard, Suite 4050 West Santa Monica, California 90404 (310) 571-3906 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 1999 ------------------------------------ (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 [ ]. (Continued on following pages) (Page 1 of 15 Pages) - ------------------------ (1) 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 coverage. 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 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. 74833W107 Page 2 of 15 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SPE Mundo Investment Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 SOLE VOTING POWER NUMBER OF (See Item 5) SHARES 8 SHARED VOTING POWER BENEFICIALLY (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH (See Item 5) REPORTING 10 SHARED DISPOSITIVE POWER (See Item 5) PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000(2) Beneficial Ownership disclaimed pursuant to Rule 13d-4. (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% 14 TYPE OF REPORTING PERSON* HC - ------------------ (2) Includes 1,000,000 shares of Common Stock issuable upon the conversion of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)). CUSIP NO. 74833W107 Page 3 of 15 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Telemundo Network Group LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY (See Item 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING (See Item 5) PERSON WITH 10 SHARED DISPOSITIVE POWER (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000(3) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% 14 TYPE OF REPORTING PERSON* OO - ---------------- (3) Includes 1,000,000 shares of Common Stock issuable upon the conversion of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)). CUSIP NO. 74833W107 Page 4 of 15 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sony Pictures Entertainment Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES (See Item 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY (See Item 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING (See Item 5) PERSON WITH 10 SHARED DISPOSITIVE POWER (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000(4) Beneficial Ownership disclaimed pursuant to Rule 13d-4. (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% 14 TYPE OF REPORTING PERSON* CO - ------------------- (4) Includes 1,000,000 shares of Common Stock issuable upon the conversion of a currently exercisable warrant (as computed under Rule 13d-3(d)(1)(i)(A)). SCHEDULE 13D Item 1. Security and Issuer. This statement on Schedule 13D relates to the shares of common stock, par value $.001 per share (the "Common Stock"), and a warrant (the "Warrant") to purchase shares of Common Stock, of quepasa.com, inc., a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at 400 East Van Buren, 4th Floor, Phoenix, Arizona, 85004. Item 2. Identity and Background. (a), (b), (c) and (f) This statement on Schedule 13D is being filed by Sony Pictures Entertainment Inc. ("SPE"), SPE Mundo Investment Inc. ("SPE Mundo") and Telemundo Network Group LLC ("Telemundo", and together with SPE and SPE Mundo, the "Reporting Persons"). SPE is a Delaware corporation with its principal business and office located at 10202 West Washington Boulevard, Culver City, California 90232. SPE's global operations encompass motion picture production and distribution, television programming and syndication, home video acquisition and distribution, operation of studio facilities, development of new entertainment products, services, and technologies, and distribution of filmed entertainment in 67 countries. SPE indirectly owns one hundred percent (100%) of the common stock of SPE Mundo. SPE Mundo is a California corporation with its principal business and office located at 10202 West Washington Boulevard, Culver City, California 90232. SPE Mundo's principal business is holding the investment in, and acting as managing member of, Telemundo. SPE Mundo owns fifty percent (50%) of the membership interests in, and is the managing member of, Telemundo. Telemundo is a Delaware limited liability company with its principal business and office located at 2425 Olympic Boulevard, Suite 4050 West, Santa Monica, California 90404. Telemundo's principal business is to provide Spanish language television broadcasting to the Hispanic market in the United States. The names, citizenship, business address and principal occupations or employments of each of the executive officers and directors of SPE, SPE Mundo and Telemundo are set forth in Annex I, which is incorporated herein by reference. (d) and (e) During the last five years none of the Reporting Persons nor, to their knowledge, any person named in Annex I hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of a such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The 600,000 shares of Common Stock (the "Shares") and Warrant were issued by the Issuer to Telemundo in exchange for a $5.0 million advertising credit on the Telemundo Television Network, such credit to be applied in $1.0 million increments over 5 years. Page 5 of 15 Pages The Issuer also agreed to purchase an additional $1.0 million of advertising from Telemundo to be broadcast over twenty-six (26) weeks commencing in August 1999. Item 4. Purpose of Transaction. The Shares and Warrant reported herein as beneficially owned by Telemundo were purchased for investment purposes. Depending on the periodic evaluations of the Issuer's business and prospects, and upon future developments (including, but not limited to, market prices of the Common Stock and availability and alternative uses of funds, as well as conditions in the securities markets and general economic and industry conditions), Telemundo may acquire additional securities of the Issuer or sell all or a portion of the Shares, the Warrant or the shares of Common Stock issuable upon exercise of the Warrant or other securities of the Issuer, now owned or hereafter acquired. Except as otherwise described herein, the Reporting Persons, and to the best knowledge of the Reporting Persons, any person identified on Annex I hereto, do not have any plans or proposals relating to or which would result in any of the transactions described in Items 4(a)-(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b) As of June 24, 1999, Telemundo may be deemed to beneficially own 1,600,000 shares of Common Stock, which include 1,000,000 shares of Common Stock issuable upon exercise of the Warrant, representing 10.8 % of the outstanding class of Common Stock of the Issuer. SPE owns one hundred percent (100%) of the common stock of SPE Mundo and SPE Mundo owns fifty percent (50%) of the membership interests in, and is the managing member of, Telemundo. On account of the relationships described in Item 2 and this Item 5, for purposes of Rule 13(d) under the Act, SPE and SPE Mundo may be deemed to be the beneficial owners and share voting and dispositive power over the Shares, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant . Each of SPE and SPE Mundo disclaims beneficial ownership of these securities and their filing of this Schedule 13D shall not be deemed an admission that they are beneficial owners or have voting or dispositive power over such securities for any purposes under the Act. Except as otherwise described herein, the Reporting Persons, and to the best knowledge of the Reporting Persons, any person identified on Annex I hereto, do not beneficially own any securities of the Issuer. (c) None of the Reporting Persons has effected any transactions in Common Stock during the past 60 days. (d) and (e) Not Applicable Page 6 of 15 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described herein, the Reporting Persons, and to the best knowledge of the Reporting Persons, any person identified on Annex I hereto, do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement dated as of July 6, 1999 by and among SPE, SPE Mundo and Telemundo. Annex I Executive Officers and Directors of Sony Pictures Entertainment Inc., SPE Mundo Investment Inc. and Telemundo Network Group LLC. Page 7 of 15 Pages Signatures After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 6, 1999 SPE Mundo Investment Inc. ------------ By: /s/ Leah E. Weil --------------------------- Name: Leah E. Weil --------------------------- Title: Senior Vice President and Assistant Secretary --------------------------- Telemundo Network Group LLC By: /s/ Alan Sokol --------------------------- Name: Alan Sokol --------------------------- Title: Chief Operating Officer --------------------------- Sony Pictures Entertainment Inc. By: /s/ Leah E. Weil --------------------------- Name: Leah E. Weil --------------------------- Title: Assistant Secretary --------------------------- Page 8 of 15 Pages Annex I Directors and Executive Officers The following table sets forth the name, business address and present principal employment of each director and executive officer of Sony Pictures Entertainment Inc., SPE Mundo Investment Inc. and each member of Telemundo Network Group LLC. Sony Pictures Entertainment Inc. Executive Officers and Directors As of July 1, 1999 Name and Business Addresses Citizen Title - --------------------------- ------- ----- John N. Calley U.S. Chairman, President and Chief 10202 West Washington Blvd. Executive Officer Culver City, CA 90232 Robert J. Wynne U.S. Co-President and 10202 West Washington Blvd. Chief Operating Officer Culver City, CA 90232 Masayuki Nozoe Japan Executive Vice President 10202 West Washington Blvd. Culver City, CA 90232 Jon Feltheimer U.S. Executive Vice President 10202 West Washington Blvd. Culver City, CA 90232 Ronald N. Jacobi U.S. Executive Vice President, 10202 West Washington Blvd. General Counsel and Secretary Culver City, CA 90232 Yair Landau U.S. Executive Vice President, 10202 West Washington Blvd. Corporate Development and Culver City, CA 90232 Strategic Planning Beth Berke U.S. Executive Vice President, 10202 West Washington Blvd. Human Resources Culver City, CA 90232 Joseph W. Kraft U.S. Senior Vice President and 10202 West Washington Blvd. Treasurer Culver City, CA 90232 Robert H. Moses U.S. Vice President 555 Madison Avenue New York, NY 10022 Leah Weil U.S. Assistant Secretary 10202 West Washington Blvd. Culver City, CA 90232 Page 9 of 15 Pages Name and Business Addresses Citizen Title - --------------------------- ------- ----- Jared Jussim U.S. Assistant Secretary 10202 West Washington Blvd. Culver City, CA 90232 Robert Eichhorn U.S. Assistant Secretary 555 Madison Avenue New York, NY 10022 Michael Winchester U.S. Assistant Treasurer 10202 West Washington Blvd. Culver City, CA 90232 Lynne R. Shulim U.S. Assistant Treasurer 10202 West Washington Blvd. Culver City, CA 90232 Howard Stringer U.S. Chairman of the Board of 550 Madison Avenue Directors, Director New York, NY 10022 Norio Ohga Japan Director 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Japan Nobuyuki Idei Japan Director 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Japan Tsunao Hashimoto Japan Director 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Japan Tamotsu Iba Japan Director 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Japan John N. Calley U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Peter G. Peterson U.S. Director 345 Park Avenue, 31st Floor New York, New York 10154 H. Paul Burak U.S. Director 575 Madison Avenue New York, New York 10022 Teruo Masaki Japan Director Page 10 of 15 Pages Name and Business Addresses Citizen Title - --------------------------- ------- ----- 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001 Japan Page 11 of 15 Pages SPE Mundo Investment Inc. Executive Officers and Directors As of July 1, 1999 Name and Business Addresses Citizen Title - --------------------------- ------- ----- Jon Feltheimer U.S. President 10202 West Washington Blvd. Culver City, CA 90232 Andrew J. Kaplan U.S. Senior Executive Vice President 10202 West Washington Blvd. Culver City, CA 90232 Ronald N. Jacobi U.S. Executive Vice President, 10202 West Washington Blvd. General Counsel and Secretary Culver City, CA 90232 Michael Grindon U.S. Executive Vice President 10202 West Washington Blvd. Culver City, CA 90232 Leah Weil U.S. Senior Vice President and 10202 West Washington Blvd. Assistant Secretary Culver City, CA 90232 Joel Grossman U.S. Senior Vice President and 10202 West Washington Blvd. Assistant Secretary Culver City, CA 90232 Joseph W. Kraft U.S. Senior Vice President and 10202 West Washington Blvd. Treasurer Culver City, CA 90232 Robert H. Moses U.S. Vice President 555 Madison Avenue New York, NY 10022 Vicki R. Solmon U.S. Assistant Secretary 10202 West Washington Blvd. Culver City, CA 90232 Robert Eichhorn U.S. Assistant Secretary 555 Madison Avenue New York, NY 10022 Michael Winchester U.S. Assistant Secretary 10202 West Washington Blvd. Culver City, CA 90232 Charles Falcetti U.S. Controller 10202 West Washington Blvd. Culver City, CA 90232 Page 12 of 15 Pages Name and Business Addresses Citizen Title - --------------------------- ------- ----- Peter Halt U.S. Assistant Controller 10202 West Washington Blvd. Culver City, CA 90232 Lynne R. Shulim U.S. Assistant Treasurer 10202 West Washington Blvd. Culver City, CA 90232 Janel Clausen U.S. Assistant Treasurer - 10202 West Washington Blvd. Risk Management Culver City, CA 90232 Beth Berke U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Ronald N. Jacobi U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Leah Weil U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Page 13 of 15 Pages Telemundo Network Group LLC Name and Business Addresses Citizen Title - --------------------------- ------- ----- Peter Tortorici U.S. President and Chief Executive 2425 Olympic Blvd., Suite 4050 Officer Santa Monica, CA 90404 Alan Sokol U.S. Chief Operating Officer 2425 Olympic Blvd., Suite 4050 Santa Monica, CA 90404 Jon Feltheimer U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Andy Kaplan U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Michael Grindon U.S. Director 10202 West Washington Blvd. Culver City, CA 90232 Robert Bennett U.S. Director 9197 South Peoria Street Englewood, CO 80112 David Koff U.S. Director 9197 South Peoria Street Englewood, CO 80112 Gary Howard U.S. Director 9197 South Peoria Street Englewood, CO 80112 Page 14 of 15 Pages EXHIBIT 1 AGREEMENT The undersigned hereby agree to file a joint statement on Schedule 13D and amendments thereto pertaining to the shares of Common Stock of quepasa.com, inc. This agreement may be terminated for any reason by any party hereto immediately upon the person delivery or facsimile transmission of notice to that effect to the other parties hereto. Dated: July 6, 1999 SPE Mundo Investment Inc. ------------ By: /s/ Leah E. Weil --------------------------- Name: Leah E. Weil --------------------------- Title: Senior Vice President and Assistant Secretary --------------------------- Telemundo Network Group LLC By: /s/ Alan Sokol --------------------------- Name: Alan Sokol --------------------------- Title: Chief Operating Officer --------------------------- Sony Pictures Entertainment Inc. By: /s/ Leah E. Weil --------------------------- Name: Leah E. Weil --------------------------- Title: Assistant Secretary --------------------------- Page 15 of 15 Pages -----END PRIVACY-ENHANCED MESSAGE-----