UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Triathlon Broadcasting Company
(Name of Issuer)
Depositary Shares
(Title of Class of Securities)
89589P304
(CUSIP Number)
3/29/1999
(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. 89589P304 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 867,700
Beneficially ---------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 0
Person ---------------------------------------------------------
With 7 Sole Dispositive Power
867,700
---------------------------------------------------------
8 Shared Dispositive Power
0
---------------------------------------------------------
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
867,700
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (9)
14.9%
- --------------------------------------------------------------------------------
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 Depositary Shares (the "Shares"), par
value $.01 per share.
Item 2(e). CUSIP Number:
The CUSIP number of the Depositary Shares is 89589P304.
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 29,1999 the Reporting
Person beneficially owned 867,700 shares of Depositary Shares.
(b) Percent of class: As of February 1, 1999, the Issuer had
outstanding 5,834,000 shares of Depositary Sharea. The 867,700 shares
of Common Stock held beneficially by the Reporting Person represented
14.9% of the outstanding shares of Depositary Shares.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote - 867,700 shares;
(ii) shared power to vote or to direct the vote -- none;
(iii) sole power to dispose or direct the disposition of --
867,700 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 30, 1999
-----------------------------
(Date)
/s/ Daniel R. Tisch
-----------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
-----------------------------
(Name/Title)
Page 5 of 5 Pages
