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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Triathalon Broadcasting Company
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
89589P106
(CUSIP Number)
Daniel S. Loeb
Third Point Management Company L.L.C.
277 Park Avenue, 26th Floor
New York, New York
10172
(212) 350-5170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No. 89589P106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Management Company L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 182,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH None
10. SHARED DISPOSITIVE POWER
182,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON*
00
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SCHEDULE 13D
CUSIP No. 89589P106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Loeb
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 182,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH None
10. SHARED DISPOSITIVE POWER
182,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Class A Common Stock, par value $.01 per share (the "Common Stock"), of
Triathalon Broadcasting Company, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at Symphony Towers, 750 B
Street, Suite 1920, San Diego, California 92101.
Item 2. Identity and Background
The Statement is being filed by (1) Third Point Management
Company L.L.C., a Delaware limited liability company ("Third Point L.L.C.") and
(2) Daniel S. Loeb, a United States citizen, in his capacity as the managing
member of Third Point L.L.C. ("Mr. Loeb"). Third Point L.L.C. and Mr. Loeb are
sometimes collectively referred to herein as the "Reporting Persons".
Third Point L.L.C. serves as discretionary investment manager to
each of (1) Third Point Partners L.P., a Delaware limited partnership ("Third
Point Partners"), (2) Third Point Offshore Fund, Ltd., a Cayman Islands exempted
company with limited liability, (3) Points West International Investments
Limited, a British Virgin Islands corporation and (4) certain additional
institutional accounts (collectively, the "Accounts"). The principal offices of
Third Point L.L.C. are located at 277 Park Avenue, 26th Floor, New York, New
York 10172, which is also the business address of Mr. Loeb.
The shares of Common Stock which are the subject of this
Statement are held directly by the Accounts for which Third
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Point L.L.C. serves as discretionary investment manager. Third Point L.L.C. has
been granted investment discretion over portfolio investments, including the
Common Stock, held by the Accounts. Third Point L.L.C.'s contracts with the
Accounts generally provide that Third Point L.L.C. is responsible for designing
and implementing each Account's overall investment strategies and for conducting
direct portfolio management strategies. Third Point L.L.C's principal business
is to serve, pursuant to contract, as a discretionary investment manager to a
limited number of investment funds. Mr. Loeb, as the sole managing member of
Third Point L.L.C., has the ability to direct the investment decisions of Third
Point L.L.C. and as such may be deemed to have investment discretion over the
securities held by the Accounts. Mr. Loeb also owns a majority interest in Third
Point L.L.C.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of Third Point L.L.C. and Mr. Loeb, by virtue of his interest in, and
position as sole managing member of, Third Point L.L.C., may be deemed a
beneficial owner of the shares of Common Stock held for the Accounts as a result
of the contractual authority of Third Point L.L.C. to exercise voting and
dispositive power with respect to such securities.
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or
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administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
The Accounts expended an aggregate of approximately $2,044,309
(including brokerage commissions, if any) to purchase the 182,400 shares of
Common Stock held by them. The Accounts regularly effect purchases of securities
through margin accounts maintained for them with Bear Stearns & Co., Inc., which
extends margin credit to one or more of the Accounts, as and when required to
open or carry positions in that Account's margin account, subject to applicable
Federal margin regulations, stock exchange rules and the firm's credit policies.
The positions held in those margin accounts, including the shares of Common
Stock, are pledged as collateral security for the repayment of debit balances in
the respective accounts.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
each of the Reporting Persons is for investment. Each Reporting Person may make
further purchases of Common Stock from time to time and may dispose of any or
all of the shares of Common Stock held by it at any time.
The Reporting Persons are engaged in the investment business. In
pursuing this business, Third Point L.L.C. and Mr. Loeb analyze the operations,
capital structure and markets of
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companies in which they invest, including the Company, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). The Reporting Persons do not believe they possess
material inside information concerning the Company. From time to time, one or
more of the Reporting Persons may hold discussions with third parties or with
management of such companies in which the Reporting Person may suggest or take a
position with respect to potential changes in the operations, management or
capital structure of such companies as a means of enhancing shareholder value.
Such suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of the Schedule 13D, including,
without limitation, such matters as disposing of or selling all or a portion of
the company or acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting certain types of anti-takeover
measures and restructuring the company's capitalization or dividend policy.
However, none of the Reporting Persons intends to seek control of the Company or
participate in the management of the Company.
Except as set forth above, the Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons reserves the right to acquire, or
cause to be acquired, additional securities of the
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Company, to dispose of, or cause to be disposed, such securities at any time or
to formulate other purposes, plans or proposals regarding the Company or any of
its securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Persons, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
(i) Mr. Loeb has beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 182,400
shares of Common Stock by virtue of his position as the managing member of Third
Point L.L.C. Such shares represent 5.8% of the issued and outstanding Common
Stock. Mr. Loeb shares voting power and dispositive power over the Common Stock
with Third Point L.L.C., and with Third Point Partners to the extent Third Point
Partners has Beneficial Ownership of shares of Common Stock.
(ii) Third Point L.L.C. has Beneficial Ownership of 182,400
shares of Common Stock by virtue of its position as the investment manager to
the Accounts. Such shares represent 5.8% of the issued and outstanding Common
Stock. Third Point L.L.C. shares voting power and dispositive power over the
Common Stock with Mr. Loeb., and with Third Point Partners to the extent Third
Point Partners has Beneficial Ownership of shares of Common Stock.
The percentages used herein are calculated based upon the
3,161,283 shares of Common Stock stated to be issued and
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outstanding at November 13, 1997, as reflected in the Company's Form 10-Q for
the quarter ended September 30, 1997.
(c) The trading dates, number of shares purchased or sold and
price per share (including commissions, if any) for all transactions by the
Reporting Persons since December 8, 1997 are set forth in Schedule I hereto. All
such transactions were over-the-counter transactions.
(d) No person other than each of the Accounts and their
respective limited partners, shareholders or account holders is known to have
the right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit 99: Joint Filing Agreement between the
Reporting Persons.
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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.
Dated: February 5, 1998
THIRD POINT MANAGEMENT COMPANY L.L.C.
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb
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Schedule I
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A. Purchases
Date Shares Purchased Price Per Share
---- ---------------- ---------------
12/08/97 15,000.000 11.375
12/10/97 5,000.000 10.750
12/11/97 2,500.000 10.875
12/12/97 2,500.000 10.875
01/30/98 9,337.000 10.125
B. Sales
Date Shares Sold Price Per Share
---- ----------- ---------------
01/30/98 9,337.000 $10.125
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Exhibit Index
Exhibit
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Exhibit 99: Joint Filing Agreement, dated February 4, 1998, between
Mr. Daniel S. Loeb and Third Point Management Company L.L.C.
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EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
dated February 5, 1998 with respect to the Class A Common Stock of Triathalon
Broadcasting Company is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: February 5, 1998
THIRD POINT MANAGEMENT COMPANY L.L.C.
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb
