UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
( ) ( )
Triathlon Broadcasting Company
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
89589P106
(CUSIP Number)
3/8/1999
(Date of Event Which Requires Filing of this Statement)
(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 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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 89589P106 13G Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mentor Partners, L.P. Employer I.D. # 06-126-0469
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
5 Sole Voting Power
Number of
Shares 392,502
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 7 Sole Dispositive Power
392,502
--------------------------------------------------------
8 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
392,502
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (9)
11.1%
- --------------------------------------------------------------------------------
12 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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Item 1(a). Name of Issuer:
The name of the issuer is Triathlon Broadcasting Company (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at Symphony Towers,
750 B Street, Suite 1920 San Diego, California 92101
Item 2(a). Name of Person Filing:
This report is being filed by Mentor Partners, L.P. (the "Reporting
Person").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The Reporting Person's principal business address is 500 Park Avenue, New
York, New York 10022.
Item 2(c). Citizenship:
The Reporting Person is a limited partnership organized under the laws of
Delaware.
Item 2(d). Title of Class of Securities:
The report covers the Issuer's Class A Common Stock (the "Shares"), par
value $.01 per share.
Item 2(e). CUSIP Number:
The CUSIP number of the Class A Common Shares is 89589P106.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker and dealer registered under Section 15 of the Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
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If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|
Item 4. Ownership
(a) Amount beneficially owned: As of March 8, 1999 the Reporting Person
beneficially owned or had the right to acquire 392,502 shares (the
"Shares") of Class A Common Stock which includes (i) 31,100 shares of Class
A Common Stock held directly by the Reporting Person, 418,700 shares of
Depositary Preferred Stock which is convertible into 348,902 Shares and
(ii) 12,500 shares of Class A Common Stock held by Mentor Offshore Fund
Limited ("Offshore"), a Cayman Islands company. The general partner of the
Reporting Person acts as the investment advisor to Offshore and votes
shares held by Offshore.
(b) Percent of class: As of February 1, 1999, the Issuer had outstanding
3,175,645 shares of Class A Common Stock. The 392,502 shares of Common
Stock held beneficially by the Reporting Person represented 11.1% of the
outstanding shares of Class A Common Stock if the filer's Depositary
Preferred Stock were converted.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote - 392,502 shares;
(ii) shared power to vote or to direct the vote -- none;
(iii) sole power to dispose or direct the disposition of --
392,502 shares; and
(iv) shared power to dispose or to direct the disposition of --
none.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on By The Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
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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.
March 18, 1999
-----------------------------
(Date)
/s/ Daniel R. Tisch
-----------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
-----------------------------
(Name/Title)
Page 5 of 5 Pages
