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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
|X|ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(FEE REQUIRED)
FOR THE FISCAL YEAR ENDED MARCH 31, 1996
|_|TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 0-26530
TRIATHLON BROADCASTING COMPANY
(Name of small business issuer in its charter)
DELAWARE 33-0668235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SYMPHONY TOWERS
750 B STREET, SUITE 1920
SAN DIEGO, CALIFORNIA 92101
(Address of Principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 239-4242
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Name of each exchange
Title of each class on which registered
Nasdaq-Small Cap Market
Class A Common Stock, $.01 par value
Depository Shares, each representing a one-tenth Nasdaq-Small Cap Market
interest in a share of 9% Mandatory Convertible
Preferred Stock, .01 par value
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES ...X... NO ......
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
Issuer's gross revenues for its fiscal year ended March 31, 1996 were
$3,502,191.
The aggregate market value of the Class A Common Stock (one vote per share)
and the Depository Shares (4/5 of one vote per share) held by non-affiliates
computed by reference to the average bid and asked price of such Class A
Common Stock and Depositary Shares of $8.625 and $10; respectively, on June 20,
1996 and on June 14, 1996 (the last reported trading day for the Depositary
Shares) was $24,840,000.
The number of shares outstanding of each of the issuer's classes of common
equity as of June 21, 1996:
<TABLE>
<S> <C>
CLASS OUTSTANDING AT JUNE 20, 1996
Class A Common Stock, $.01 par value 3,052,344
Class B Common Stock, $.01 par value 244,890
Class C Common Stock, $.01 par value 100,000
Class D Common Stock, $.01 par value 1,444,366
Transitional Small Business Disclosure Format (check one): YES ...... NO ...X...
</TABLE>
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<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S> <C>
(a) the following documents are filed as part of the report:
+3.1 Amended and Restated Certificate of Incorporation of
Triathlon Broadcasting Company
+3.2 By-laws of the Company
++4.1 IPO Underwriters' Warrant
+4.2 Specimen Stock Certificate for Class A Common Stock
++4.3 Certificate of Designations of the Series B Convertible Preferred Stock
++4.4 Form of Certificate of Designations of the % Mandatory Convertible
Preferred Stock
++4.5 Form of Deposit Agreement relating to the % Mandatory Convertible Preferred Stock
++4.6 Form of Stock Certificate for % Mandatory Convertible Preferred Stock
++4.7 Form of Depositary Receipt Evidencing Depositary Shares
+10.1 Purchase and Sale Agreement dated March 23, 1995 by and between the Triathlon
Broadcasting Company and Pourtales Radio Partnership
+10.2 Asset Purchase Agreement dated February 9, 1995 by and between Wichita Acquisition Corp. and
Marathon Broadcasting Corporation
+10.3 Amendment to Purchase and Sale Agreement dated June 30, 1995 by and between Triathlon Broadcasting
Company and Pourtales Radio Partnership
+10.4 Advertising Brokerage Agreement for Radio Station KEYN-FM by and between Triathlon Broadcasting
Company and Pourtales Radio Partnership
+10.5 Purchase and Sale Agreement among Triathlon Broadcasting Company, Pourtales Radio Partnership,
Pourtales Holdings, Inc. and KVUU/KSSS, Inc.
++10.6 Subscription Agreements dated June 30, 1995, effective as of May 1, 1995
+10.7 Office Lease by and between Knightsbridge Associates and Force
II Communications
++10.8 First Amendment to Office Lease by and between Knightsbridge Associates and Force II
Communications
++10.9 Assignment of Office Lease among Knightsbridge Associates, Force II Communications and the
Triathlon Broadcasting Company
++10.10 Shared Expense Agreement dated September 13, 1995 by and between Triathlon Broadcasting Company
and Pourtales Radio Partnership
+10.11 Financial Consulting Agreement dated June 30, 1995 by and between Triathlon Broadcasting Company
and SCMC
+10.12 Triathlon Broadcasting Company 1995 Stock Option Plan
+10.13 Employment Agreement by and between Triathlon Broadcasting Company and Norman Feuer
+10.14 Promissory Note dated June 15, 1995, issued to Radio Investors, Inc.
+10.15 Agreement by and between Norman Feuer and Radio Investors, Inc.
+10.16 Pledge Agreement by and between Norman Feuer and Radio Investors, Inc.
+10.17 Form of Consulting Agreement among Triathlon Broadcasting Company and the IPO Underwriters
+10.18 Amendment to Purchase and Sale Agreement dated August 4, 1995 by and between the Triathlon
Broadcasting Company and Pourtales Radio Partnership
+10.19 Amendment to Asset Purchase Agreement dated May 3, 1995 by and between Wichita Acquisition Corp.
and Marathon Broadcasting Corporation
+10.20 Amendment and Extension Agreement dated August 15, 1995 by and between Wichita Acquisition Corp.
and Marathon Broadcasting Corporation
+10.21 Amendment to Purchase and Sale Agreement dated March 23, 1995 by and between Triathlon
Broadcasting Company and Pourtales Radio Partnership
59
<PAGE>
+10.22 Second Amendment and Extension Agreement dated August 28, 1995 by and between Wichita
Acquisition Corp. and Marathon Broadcasting Corporation
++10.23 Amended and Restated Purchase and Sale Agreement dated January 16, 1996 among Triathlon
Broadcasting Company, Pourtales Radio Partnership, Pourtales Holdings, Inc., Springs Radio, Inc., and
KVUU/KSSS, Inc.
++10.24 Local Market Agreement dated as of January 15, 1996 among Pourtales Radio Partnership, Springs
Radio, Inc., KVUU/KSSS, Inc. and Triathlon Broadcasting Company
++10.25 Letter agreement dated January 12, 1996 among Citadel Broadcasting Company and Triathlon
Broadcasting Company, Pourtales Radio Partnership, Pourtales Holdings, Inc., Spring Radio, Inc. and
KVUU/KSSS, Inc.
++10.26 Joint Sales Agreement dated as of December 15, 1995 among Pourtales Radio Partnership, Pourtales
Holdings, Inc., Springs Radio, Inc., KVUU/KSSS, Inc. and Citadel Broadcasting Company
++10.27 Programming Affiliation Agreement dated as of April 14, 1993 by and between KOTY-FM, Inc. and KUJ
Limited Partnership
++10.28 Asset Purchase Agreement dated as of December 8, 1995 among Valley Broadcasting, Inc., Meridien
Wireless, Inc. and Triathlon Broadcasting Company
++10.29 Asset Purchase Agreement dated as of December 8, 1995 by and between 93.3, Inc. and Triathlon
Broadcasting Company
++10.30 Asset Purchase Agreement dated as of September 5, 1995 by and between Rock Steady, Inc. and Lincoln
Radio Acquisition Corp.
++10.31 Joint Selling Agreement dated as of January 29, 1996 by and between Rock Steady, Inc. and Lincoln
Radio Acquisition Corp.
++10.32 Asset Purchase Agreement dated as of February 8, 1996 by and between Sterling Realty Organization
Co. and Triathlon Broadcasting Company
++10.33 Asset Purchase Agreement dated as of February 21, 1996 by and between Silverado Broadcasting
Company and Triathlon Broadcasting Company
++10.34 Sales Representation Agreement dated June 9, 1993 by and between Silverado Broadcasting Company
and Lance International, Inc.
++10.35 Sales Representation Agreement dated as of October 1, 1993 by
and between Silverado Broadcasting Company and Rook
Broadcasting of Idaho, Inc.
++10.36 Asset Purchase Agreement dated as of February 8, 1996 among Southern Skies Corporation, Arkansas
Skies Corporation, Triathlon Broadcasting of Little Rock, Inc. and Triathlon Broadcasting Company
++10.37 Letter agreement with respect to KOLL-FM dated January 17, 1996
by and between Triathlon Broadcasting Company and Multi-Market
Radio, Inc.
++10.38 Amended and Restated Financial Consulting Agreement dated as of February 1, 1996 by and between
Triathlon Broadcasting Company and Sillerman Communications Management Corporation
++10.39 Loan Agreement dated as of January 23, 1996 among AT&T Commercial Finance Corporation and
Triathlon Broadcasting of Wichita, Inc., Wichita Acquisition Corp. and Triathlon Broadcasting of
Lincoln, Inc.
++10.40 Letter from AT&T dated February 6, 1996
++10.41 First Amendment to Loan Agreement dated as of February 22, 1996 among AT&T Commercial Finance
Corporation and Triathlon Broadcasting of Wichita, Inc., Wichita Acquisition Corp. and Triathlon
Broadcasting of Lincoln, Inc.
++10.42 Security Agreement dated as of January 23, 1996 between Triathlon Broadcasting Company and AT&T
Commercial Finance Corporation
++10.43 Guaranty dated as of January 23, 1996 by Triathlon Broadcasting
Company to and with AT&T Commercial Finance Corporation
relating to $3.5 million term loan
60
<PAGE>
++10.44 Guaranty dated as of January 23, 1996 by Triathlon Broadcasting
Company to and with AT&T Commercial Finance Corporation
relating to $5.5 million term loan
++10.45 Pledge Agreement dated January 23, 1996 from Triathlon Broadcasting Company to AT&T Commercial
Finance Corporation
++10.46 Stock Purchase Warrant dated as of September 15, 1993 between Rook Broadcasting of Idaho, Inc. and
Silverado Broadcasting Company
++10.47 Put and Call Agreement effective as of September 15, 1993 between Silverado Broadcasting Company
and Rook Broadcasting of Idaho, Inc.
++10.48 Time Brokerage Agreement dated as of February 21, 1996 by and between Triathlon Broadcasting
Company and Silverado Broadcasting Company
++10.49 Letter Agreement dated February 21, 1996 amending the Amended and Restated Financial Consulting
Agreement
++10.50 Form of Cash-only Stock Appreciation Rights Agreement dated October 30, 1995 by and between
Triathlon Broadcasting Company and Jeffrey Leiderman
++10.51 Form of Cash-only Stock Appreciation Rights Agreement dated October 30, 1995 by and between
Triathlon Broadcasting Company and Frank E. Barnes III
++10.52 Form of stock option agreement issued pursuant to the 1995 Stock Option Plan to each of Norman Feuer,
John D. Miller, Dennis R. Ciapura, Radio Investors, Inc., Radio Analysis Associates and Sillerman
Communications Management Corporation
++10.53 Form of Cash-only Stock Appreciation Rights Agreements dated January 31, 1996 by and between
Triathlon Broadcasting Company and Jeffrey Leiderman
++10.54 Form of Cash-only Stock Appreciation Rights Agreements dated January 31, 1996 by and between
Triathlon Broadcasting Company and Frank E. Barnes III
++10.55 Assignment dated February 21, 1996 from Silverado Broadcasting Company to Triathlon Broadcasting
Company
+++10.56 Letter agreement dated May 21, 1996 between Sillerman Communications Management Corporation and
Triathlon Broadcasting Company
+++ 21 List of subsidiaries of the Company
27 Financial Data Schedule
</TABLE>
+ Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 33-94316) as amended, originally filed with the
Securities and Exchange Commission on July 6, 1995.
++ Incorporated by reference to the Registrant's Registration statement on
Form SB-2 (File No. 333-1186) as amended, originally filed with the
Securities and Exchange Commission on February 9, 1996.
+++ Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on June 24, 1996.
61
<PAGE>
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIATHLON BROADCASTING COMPANY
Dated: June 28, 1996
By: /s/ NORMAN FEUER
-------------------------------
Norman Feuer
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Triathlon Broadcasting Company Financial Data Schedule
Article 5 of Regulation S-X
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 36,845,225
<SECURITIES> 0
<RECEIVABLES> 1,590,251
<ALLOWANCES> 196,504
<INVENTORY> 0
<CURRENT-ASSETS> 38,377,034
<PP&E> 2,938,631
<DEPRECIATION> 129,512
<TOTAL-ASSETS> 69,381,378
<CURRENT-LIABILITIES> 5,817,822
<BONDS> 0
<COMMON> 48,416
5,200
5,650
<OTHER-SE> 61,002,740
<TOTAL-LIABILITY-AND-EQUITY> 69,381,378
<SALES> 3,502,191
<TOTAL-REVENUES> 3,502,191
<CGS> 0
<TOTAL-COSTS> 4,199,259
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 590,062
<INCOME-PRETAX> (1,047,390)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,047,390)
<DISCONTINUED> 0
<EXTRAORDINARY> 320,000
<CHANGES> 0
<NET-INCOME> (1,367,390)
<EPS-PRIMARY> (.54)
<EPS-DILUTED> (.54)
</TABLE>
