UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Trikon Technologies, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
896187101
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(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
April 24, 1998
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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 this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 8 Pages)
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
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
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,121,523
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,121,523
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 1,121,523
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,121,523
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
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 1,121,523
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,121,523
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") should be read in
conjunction with the Schedule 13D dated October 29, 1997 ("Schedule 13D") as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. This
Amendment No. 1 amends the Schedule 13D only with respect to those items listed
below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13D.
This filing of this Amendment No. 1 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement relates to Common Stock, no par value per share (the
"Shares") of Trikon Technologies, Inc., a California corporation (the
"Company"). The principal executive offices of the Company are located at 9255
Deering Avenue, Chatsworth, California 91311.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION:
Item 3 is deleted in its entirety and amended as follows:
The Fund purchased an aggregate principal amount of $17,535,000 of the
Company's 7 1/8% Convertible Subordinated Notes due 2001 (the "Notes") for cash
in the amount of approximately $9,365,525, including brokerage commissions. The
Notes have a conversion ratio of 63.9591 per $1,000; accordingly, the Fund may
be deemed the beneficial owner of 1,121,523 Shares of Common Stock of the
Company.
No purchases and/or sales have occurred within that last sixty days of this
filing; therefore there will not be a Schedule B attached to this statement.
ITEM 4. PURPOSE OF TRANSACTION:
Third paragraph in Item 4 is deleted in its entirety and amended as
follows:
Other than as set forth below, none of DDJ or the DDJ Affiliates has any
present plan or proposal which relates to or would result in (i)an extraordinary
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 6 OF 8 PAGES
corporate transaction, such as a merger, reorganization, liquidation, or
sale of transfer or a material amount of assets of or involving the Company
or any of its subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the Company's present
capitalization or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change in the Company's
charter or bylaws, (v) the Company's Shares becoming eligible for termination
of their registration pursuant to Section 12(g)(4) of the 1934 Act, or (vi)
any similar action.
Pursuant to a Management Rights Letter dated April 24, 1998 between the
Company and the Fund, upon consummation of the restructuring of the Company's
convertible debt, the Fund, as part of the restructuring, will have the right to
nominate one member of the Board of Directors of the Company.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item is deleted and amended as follows:
(a) The Fund beneficially owns, and DDJ III and DDJ beneficially own as
general partner and investment manager, respectively, of the Fund 1,121,523
Shares (assuming conversion of all of its Notes, see Item 3), or approximately
6.9% of the outstanding Shares of the Company. Neither DDJ nor any of the DDJ
Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of the
persons named in Schedule A, beneficially own any other Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 99 (A) (1) Management Rights Letter dated April 24,
1998 between the Company and the Fund
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 7 OF 8 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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Judy K. Mencher
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Judy K. Mencher
Member
SCHEDULE 13D
CUSIP NO. 896187101 PAGE 8 OF 8 PAGES
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181. Mr. Harmetz, Mr. Breazzano
and Ms. Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corp. and Director of Kepler Overseas Corp.
Exhibit 99 (A) (1)
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DDJ Capital III, LLC
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April 24, 1998
Christopher Dobson
Chairman
Trikon Technologies Ltd.
Ringland Way Newport NP6 2TA UK
Dear Mr. Dobson:
This letter is being issued in the context of B III Capital Partners, L.P.
("B III") participating in the restructuring of convertible debt issued by
Trikon Technologies (the "Company"). B III currently holds approximately
$17,500,000 face amount of the Company's convertible debt. In the event of such
restructuring, B III desires to actively assist the Company in reviewing certain
proposals and suggestions that may arise and the Company desires such
assistance. Upon the consummation of such restructuring, in order to facilitate
B III's input, the Company agrees to grant to B III the management rights
("Management Rights") described below:
a) the right to discuss the business operations, properties and financial
and other condition of the Company with the Company's management;
b) the right to submit proposals or suggestions to the Company's
management from time-to-time and the Company's management will discuss such
proposals or suggestions with B III within a reasonable period after such
submission;
c) upon reasonable prior written notice, the right to inspect the
Company's books and records, to inspect its business premises and other
properties, to receive financial statements, operating reports, budgets or other
financial reports of the Company, and to reasonably request information at
reasonable times and intervals concerning the general status of the Company's
financial condition and operations; and
d) as part of the restructuring, the right to nominate one member of the
Board of Directors of the Company.
B III agrees that except as may be required by law, rule, regulation,
legal process or regulatory authority, any non-public information received from
the Company hereunder (the "Information") will be treated as confidential and
will not be disclosed by B III or made available to any third party (other than
any of B III's partners, employees, advisers, attorneys, accountants or agents
which B III reasonably believes have a need to know such information and which
agree to be bound by the confidentiality provisions set forth herein) without
the Company's prior written approval and without safeguards for protecting such
information. B III agrees that it shall use its reasonable efforts to
maintain the confidence of all Information disclosed to it pursuant to this
letter agreement, except that (i) B III may disclose any Information to any
Person with whom B III is discussing a potential sale of any Securities,
provided that such Person executes a confidentiality agreement substantially
similar to this paragraph in favor of the Company and (ii) to the extent that
B III is requested or required (by deposition, interrogatories, subpoena or
otherwise) as part of an action, suit, proceeding or investigation by or
before any court or governmental authority. Notwithstanding the foregoing,
"Information" excludes any of the foregoing that has entered the public
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domain through no fault of B III, that an authorized executive officer of
the Company has authorized for public dissemination, that was known to or
possessed by B III prior to its discussion with the Company of the
transactions contemplated in the first paragraph of this letter agreement
and other than through disclosure or delivery by the Company, or that was
learned or obtained by B III from sources having no duty of confidentiality
to the Company. B III may decline to receive Information by providing written
notice to the Company.
B III's rights and the Company's obligations hereunder shall expire at such
time when B III owns beneficially less than 5% of the outstanding common stock
of the Company.
Please acknowledge your agreement by signing below and returning the
executed letter via telecopier and regular mail to:
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
Telecopier: 781-283-8555
Thank you for your consideration.
Very truly yours,
B III CAPITAL PARTNERS, L.P.
By: DDJ Capital III, LLC, as General Partner
By: DDJ Capital Management, LLC, as Manager
By: /s/ Judy K. Mencher
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Name: Judy K. Mencher
Title: Member
The Company hereby agrees to the proposed grant to B III of the Management
Rights described herein.
By: /s/ Christopher D. Dobson
---------------------------------
Name: Christopher Dobson
Title: Chairman
Date: 4/24/98
