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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended
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OR
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from April 1, 1996 to December 31, 1996
Commission file number: 0-26530
TRIATHLON BROADCASTING COMPANY
(Name of Small Business Issuer in Its Charter)
Delaware 33-0668235
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
Symphony Towers
750 B Street
Suite 1950
San Diego, California 92101
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (619) 239-4242
Securities registered under to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
CLASS A COMMON STOCK, $.01 PAR VALUE
DEPOSITARY SHARES,
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
9% MANDATORY CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 in response 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]
The registrant's gross revenues for the transition period are
$18,907,649.
The aggregate market value of the Class A Common Stock (one vote per
share) and the Depositary Shares (4/5 of one vote per share) held by
non-affiliates computed by reference to the average closing bid and asked price
on such Class A Common Stock and Depositary Shares of $77/16 and $85/8,
respectively, on May 12, 1997 was $73,735,564.19
The number of shares of the registrant's Class A Common Stock, $.01
par value, Class B Common Stock, $.01 par value, Class C Common Stock, $.01 par
value, and Class D Common Stock, $.01 par value, outstanding as of May 9, 1997
was 3,148,533, 244,890, 50,000 and 1,444,366, respectively.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table gives information concerning the beneficial
ownership of the Company's voting capital stock as of July 31, 1997 by (i) each
person known to the Company to own beneficially more than 5% of any class of
Common Stock or Depositary Shares of the Company, (ii) the Named Executive
Officer and director and (iii) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock (2)
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Name and Address of Number of Percent of Number of Percent
Beneficial Owner (1) Shares Class Shares of Class
-------------------- ------ ----- ------ --------
<S> <C> <C> <C> <C>
John D. Miller 25,000 * -- --
Norman Feuer 7,500(4) * 244,890(6) 100%
Frank E. Barnes III -- -- -- --
Dennis R. Ciapura 2,500(5) * -- --
Jeffrey W. Leiderman 1,000 * -- --
Radio Investors -- -- --(6) --
Radio Analysis Associates -- -- -- --
Robert F.X. Sillerman -- -- -- --
C. Terry Robinson -- -- -- --
Dean Witter Discover
& Co.(13) 322,487 10.2% -- --
Putnam Investments, Inc.(14) 369,753 11.74% -- --
Wynnefield Partners Small
Cap Value, L.P.(15) 295,500 9.4% -- --
Morgan Stanley Group,
Inc.(16) 305,237 9.7% -- --
Wellington Management
Company(17) -- -- -- --
All Directors and Executive
Officers as a Group
(6 persons) 36,000(18) * 244,890 100%
</TABLE>
[TABLE RESTUBBED FROM ABOVE]
<TABLE>
<CAPTION>
Class D Depositary
Common Stock (2) Shares (3)
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Percentag
of Total
Number of Percent Number Percent Voting
Shares of Class of Shares of Class Power
------ -------- --------- -------- -----
<S> <C> <C> <C> <C> <C>
John D. Miller -- -- -- -- *
Norman Feuer -- -- -- -- 23.9%
Frank E. Barnes III -- -- -- -- --
Dennis R. Ciapura -- -- *
Jeffrey W. Leiderman -- -- -- -- *
Radio Investors 1,321,921(7) 91.5% -- -- --(8)
Radio Analysis Associates 244,890 17.0% -- -- --(8)
Robert F.X. Sillerman 1,321,921(9) 91.5% -- -- --(10)
C. Terry Robinson 122,445(11) 8.5% -- -- --(12)
Dean Witter Discover
& Co.(13) -- -- -- -- 3.1%
Putnam Investments, Inc.(14) -- -- -- -- 3.6%
Wynnefield Partners Small
Cap Value, L.P.(15) -- -- -- -- 2.9%
Morgan Stanley Group,
Inc.(16) -- -- -- -- 3.0%
Wellington Management
Company(17) -- -- 764,000 13.1% 6.0%
All Directors and Executive
Officers as a Group
(6 persons) -- -- -- -- 24.2%(19)
</TABLE>
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* Less than 1%
(1) Except as otherwise noted, the address of each of the persons named is c/o
the Triathlon Broadcasting Company, Symphony Towers, 750 B Street, Suite
1920, San Diego, California 92101. The information as to beneficial
ownership is based on statements furnished to the Company by the
beneficial owners. As used in this table, "beneficial ownership" means the
sole or shared power to vote, or to direct the disposition of, a security.
For purposes of this table, a person is deemed as of April 30, 1997 to
have "beneficial ownership" of any security that such person has the right
to acquire within 60 days of April 30, 1997. Unless noted otherwise,
stockholders possess sole voting and dispositive power with respect to
shares listed on this table. This table does not include the Class C
Common Stock of the Company, which is non-voting and which is convertible
into Class A Common Stock upon transfer. There were 50,000 shares of Class
C Common Stock outstanding on April 30, 1997. This table also does not
include 565,000 shares of Series B Convertible Preferred Stock issued on
February 8, 1996 which vests in equal parts over a five year period
beginning on February 8, 1997. The Series B Convertible Preferred Stock is
non-voting and convertible into 565,000 shares of Class A Common Stock in
the event the market price of the Class A Common Stock exceeds certain
levels. See "Item 12. Certain Relationships and Related
Transactions--Issuances of Securities."
(2) Each share of Class B Common Stock has ten votes and each share of Class B
Common Stock and Class D Common Stock (non-voting) automatically converts
into one share of Class A Common Stock upon the sale of such stock to a
non-affiliate of the Company. In addition, each share of Class D Common
Stock is convertible into one share of Class B Common Stock or Class A
Common Stock at the option of the holder (subject to FCC approval) and in
the event the Company is in default for borrowed money from an
institutional lender and such default has not been cured or waived by such
lender. Except as disclosed herein, the Company is not aware of the
existence of any arrangements that would result in a change of control of
the Company.
(3) Each Depositary Share has 4/5 of a vote. There are 5,834,000 Depositary
Shares outstanding. Assuming the conversion or redemption of all
Depositary Shares into shares of Class A Common Stock (at the rate of .833
shares of Class A Common Stock per Depositary Share) and the conversion of
the shares of Class D Common Stock into Class B Common Stock, Messrs.
Feuer and Sillerman would beneficially own 68% of the voting power of the
Company.
(4) Consists of options to purchase 7,500 shares of Class A Common Stock
granted pursuant to the Company's 1995 Stock Option Plan, which are
exercisable within 60 days.
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(5) Consists of options to purchase 2,500 shares of Class A Common Stock
granted pursuant to the Company's 1995 Stock Option Plan, which are
exercisable within 60 days.
(6) Mr. Feuer and Radio Investors, which is substantially owned and controlled
by Mr. Sillerman and his affiliates, have entered into an agreement
pursuant to which Mr. Feuer has assigned his economic interest in 100,000
shares and has pledged such shares to Radio Investors to secure Mr.
Feuer's obligations to deliver 40.835% of the consideration received from
the sale of all or a portion of the 244,890 shares owned by Mr. Feuer. In
the event Radio Investors exercises its right of first refusal to purchase
all 244,890 shares owned by Mr. Feuer (which may require prior FCC
approval), it will hold approximately 24% of the voting power without
giving effect to the conversion of the Class D Common Stock. In addition,
varying percentages of Mr. Feuer's shares are subject to surrender to the
Company in the event he voluntarily terminates his employment prior to the
expiration of the term of his employment agreement. See "Item 10.
Executive Compensation--Employment Agreement" and "Item 12. Certain
Relationships and Related Transactions--Agreement between Mr. Feuer and
Radio Investors."
(7) Includes 122,445 shares beneficially owned by Radio Investors by virtue of
its 50% ownership of Radio Analysis Associates ("Radio Analysis"). See
"Item 12. Certain Relationships and Related Transactions--Issuances of
Securities."
(8) In the event that all of the shares of Class D Common Stock are converted
into Class B Common Stock, Radio Investors would hold of record
approximately 48.5% and Radio Analysis would hold of record approximately
9.9% of the total voting power of the Company. In the event that all of
the shares of Class D Common Stock are converted into Class A Common
Stock, the shares of Class D Common Stock held of record by Radio
Investors and Radio Analysis would represent approximately 10.2% and 2.1%,
respectively, of the total voting power of the Company.
(9) Consists of 1,199,476 shares owned by Radio Investors, which is controlled
by Mr. Sillerman, and 50% of the 244,890 shares owned by Radio Analysis,
of which 50% is owned by Radio Investors.
(10) If the shares of Class D Common Stock are converted into shares of Class B
Common Stock, Mr. Sillerman would beneficially hold 53.5% of the total
voting power of the Company.
(11) Consists of 50% of the 244,890 shares owned by Radio Analysis, of which
Mr. Robinson owns 50%.
(12) If the shares of Class D Common Stock are converted into shares of Class B
Common Stock, Mr. Robinson would beneficially hold 5.0% of the total
voting power of the Company.
(13) The address of Dean Witter Discover & Co. ("Discover") is Two World Trade
Center, New York, New York, 10048. Based on information contained in a
Schedule 13G filed with the Commission on behalf of Discover, Dean Witter
Intercapital, Inc. ("DWI") and Dean Witter Reynolds, Inc. ("Reynolds").
DWI is the investment advisor for the following mutual funds: Dean Witter
Convertible Securities Trust and Dean Witter Income Builders Fund, which
are deemed to have beneficial ownership of 6.4% and 3.8% of the Class A
Common Stock, respectively. DWI, Reynolds and Discover disclaim beneficial
ownership of the such shares of Class A Common Stock.
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(14) The address of Putnam Investments, Inc. ("PI") is One Post Office Square,
Boston, Massachusetts 02109. Based on information contained in Schedule
13G filed with the Commission on May 9, 1997, PI, a wholly-owned
subsidiary of Marsh & McLennan Companies, Inc., may be deemed to
beneficially own 369,753 shares of Class A Common Stock. PI has shared
voting power over 112,763 shares of Class A Common Stock and shared
dispositive power over 369,753 shares of Common Stock. Putnam Investment
Management, Inc., a wholly-owned subsidiary of PI, is the investment
adviser to the Putnam family of mutual funds and has shared dispositive
power over 256,990 shares of Class A Common Stock. The Putnam Advisory
Company, Inc., a wholly-owned subsidiary of PI, is the investment advisor
to Putnam's institutional clients and has shared voting and dispositive
power over 112,763 shares of Class A Common Stock.
(15) The address of Wynnefield Partners Small Cap Value, L.P. ("Wynnefield
Partnership") is One Penn Plaza, Suite 4720, New York, New York, 10119.
Based on information contained in Amendment No. 2 to Schedule 13D/A filed
with the Commission on May 2, 1997. Wynnefield Partnership owns 265,500
shares of Class A Common Stock and Wynnefield Small Cap Value Offshore
Fund, Ltd. ("Wynnefield Offshore") owns 30,000 shares of Class A Common
Stock which represent approximately 8.4% and 1.0% of the Class A Common
Stock, respectively and 2.6% and 0.3% of the total voting power of the
Company, respectively. Both Wynnefield Partnership and Wynnefield Offshore
have sole voting and dispositive power over their respective shares.
Nelson Obus and Joshua Landes are the general partners of Wynnefield
Partnership and President and Executive Vice President of the investment
manager of Wynnefield Offshore.
(16) The address of Morgan Stanley Group, Inc. ("Morgan") is 1585 Broadway, New
York, New York, 10036. Based on information contained in Schedule 13G
filed with the Commission on February 25, 1997, Morgan has shared voting
and dispositive power with respect to 305,237 shares of Class A Common
Stock.
(17) The address of Wellington Management Company ("Wellington Management") is
75 State Street, Boston, Massachusetts 02109. Based on information
contained in Schedule 13G filed with the Commission on February 21, 1997.
Wellington Management, in its capacity as investment advisor, may be
deemed to own 764,000 Depositary Shares, which are held of record by
clients of
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Wellington Management. Wellington Management has shared power to vote with
respect to 339,000 Depositary Shares and shared power to dispose of
764,000 Depositary Shares. If the Depositary Shares are converted into
Class A Common Stock, Wellington Management Company would beneficially
hold 6.0% of the total voting power of the Company. Based on a Schedule
13G also filed with the Commission on February 21, 1997, of the 764,000
Depositary Shares, Wellington Trust Company, N.A. ("Wellington Trust"), a
subsidiary of Wellington Management, in its capacity as investment advisor
may be deemed to own 368,000 of the Depositary Shares of which it has
shared power to vote with respect to 198,000 Depositary Shares and shared
power to dispose of 368,000 Depositary Shares.
(18) Includes options to purchase 10,000 shares of Class A Common Stock granted
pursuant to the Company's 1995 Stock Option Plan which are exercisable
within 60 days.
(19) In the event that all of the shares of Class D Common Stock are converted
into Class B Common Stock, all Directors and Executive Officers as a group
would hold of record approximately 10.1% of the total voting power of the
Company.
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SIGNATURES
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: August 22, 1997
By: /s/ Norman Feuer
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Norman Feuer
President and Chief Executive Officer
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