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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 25, 1997
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TRIATHLON BROADCASTING COMPANY
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(Exact name of registrant as specified in charter)
Delaware 0-26530 33-0668235
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Symphony Towers, 750 B Street, Suite 1920, San Diego, CA 92101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 239-4242
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 25, 1997, the Company completed the purchase of radio
stations from Southern Skies Corporation ("Southern Skies") by acquiring the
assets of radio stations KSSN-FM and KMVK-FM, both operating in the Little
Rock, Arkansas market. The total purchase price for these radio stations,
together with the purchase price of radio stations KZSN-FM and KZSN-AM, both
operating in the Wichita, Kansas market, purchased from Southern Skies in
January, 1997, was $22.6 million in cash, 46,189 shares of the Company's Class
A Common Stock, and the payment of $750,000 pursuant to a five-year
non-competition agreement with one of Southern Skies' principals. The purchase
price was arrived at through arms-length negotiations and the acquisition was
financed through additional borrowings available under the Company's Credit
Agreement.
ITEM 5. OTHER EVENTS
On April 25, 1997, the Company also completed the purchase of the
assets of radio station KOLL-FM, also operating in the Little Rock, Arkansas
market, for a total purchase price of $4.1 million, $3.5 million of which had
previously been paid to Multi-Market Radio, Inc. an affiliate of the Company
which merged with SFX Broadcasting, Inc. in November 1996, in connection with
a local marketing agreement for KOLL-FM.
The Company has entered into an agreement with Clear Channel, Inc.
pursuant to which the Company will sell to Clear Channel the three radio
stations owned and operated by the Company in the Little Rock, Arkansas
market. The aggregate sale price is approximately $20.0 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Businesses Acquired
As of the date of the filing of this Form 8-K, it is impracticable to
provide the required financial statements. The required financial statements
will be filed no later than 60 days from the date this Form 8-K was required
to be filed.
(b) Pro Forma Financial Information
As of the date of the filing of this Form 8-K, it is impracticable to
provide the required pro forma financial information. The required pro forma
financial information will be filed no later than 60 days from the date this
Form 8-K was required to be filed.
(c) Exhibits
2.1 Amendment dated November 26, 1996 to the Asset Purchase
Agreement dated as of February 8, 1996 by and between
Triathlon Broadcasting of Little Rock, Triathlon
Broadcasting Company, Southern Skies Corporation and
Arkansas Skies Corporation (incorporated by reference to the
Registrant's Form 8-K filed with the Commission on December
9, 1996).
2.2 Asset Purchase Agreement dated February 8, 1996 among
Southern Skies Corporation, Arkansas Skies Corporation,
Triathlon Broadcasting of Little Rock, Inc. and Triathlon
Broadcasting Company (incorporated by reference to the
Registrant's Registration Statement on Form SB-2 (File
No. 333-1186) as amendmend, orignially filed with the
Commission on February 9, 1996)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
TRIATHLON BROADCASTING COMPANY
By: /s/ Jan E. Chason
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Name: Jan E. Chason
Title: Chief Financial Officer
and Treasurer
Date: May 8, 1997
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