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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRIATHALON BROADCASTING COMPANY
Class A Common Stock, $ .01 par value
(Title of Class of Securities)
89589P106
(CUSIP Number)
Mark G. Ewald
BEM Management, Inc.
520 Madison Avenue
New York, New York 10022
(212) 832-8720
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 1998
(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 [ ].
Check the following box if a fee is being paid with this statement [x].
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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
Lawrence M. Blau
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
SHARES 7. SOLE VOTING POWER
BENEFICIALLY None
OWNED BY
REPORTING 8. SHARED VOTING POWER
PERSON 205,000
WITH
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
205,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
205,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14. TYPE OF REPORTING PERSON* IN
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SCHEDULE 13D
CUSIP No. 89589P106
15. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a [ ]
b [ ]
17. SEC USE ONLY
18. SOURCE OF FUNDS*
00
19. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
20. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
SHARES 7. SOLE VOTING POWER
BENEFICIALLY None
OWNED BY
REPORTING 8. SHARED VOTING POWER
PERSON 205,000
WITH
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
205,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
205,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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) Lawrence M. Blau ("Mr.
Blau"), a United States citizen, in his capacity as (a) one of the two managing
partners of BEM Partners, L.P., a limited partnership organized under the laws
of the state of Delaware ("BEM"), and (b) chairman of BEM International
Management Ltd., a corporation organized under the laws of Bermuda ("BEM
International Management") that serves as investment manager to BEM
International Ltd., a corporation organized under the laws of Bermuda ("BEM
International") and, together with BEM, the "Funds"); and (2) Mark Metzger ("Mr.
Metzger"), a United States citizen, in his capacity as (a) one of the two
managing partners of BEM and (b) vice chairman of BEM International Management.
Mr. Blau and Mr. Metzger are sometimes collectively referred to herein as the
"Reporting Persons".
Mr. Blau and Mr. Metzger, as managing general partners of BEM,
are primarily responsible for the management of its assets. Mr. Blau and Mr.
Metzger, as chairman and vice chairman, respectively, of BEM International
Management and pursuant to various contractual arrangements are primarily
responsible for the management of BEM International's assets. Mr. Blau and Mr.
Metzger are also president and managing director, respectively, of BEM
Management, Inc., a Delaware corporation that serves as administrator of BEM.
The principal offices of BEM and BEM Management, Inc. are located at 520 Madison
Avenue, 32nd Floor, New York, New York 10022, which is also the business address
of Mr. Blau and Mr.Metzger. The principal business offices of BEM International
Management and BEM International are located at Rosebank Centre, 11 Bermudiana
Road, Pembroke HM 08, Bermuda.
The shares of Common Stock which are the subject of this
Statement are held by BEM (154,000 shares) and BEM International (51,000
shares).
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 administrative body of
competent jurisdiction and as a result of such proceeding was or is a subject to
a judgement, 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.
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Item 3. Sources and Amounts of Funds or Other Considerations
The Funds expended an aggregate of approximately $1,997,252
(including brokerage commissions) to purchase the 205,000 shares of Common Stock
held by them. The source of these monies was working capital of the respective
Funds.
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 for his own account or for the account of
either or both of the Funds from time to time and may dispose of any or all of
the shares of Common Stock held by him or the Funds at any time.
Except as set forth above, neither of the reporting persons
nor, to the best of their knowledge, the Funds 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 may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer
(a) - (b) On the date of this Statement:
1. Mr. Blau and Mr. Metzger each has beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 205,000 shares of Common Stock by virtue of his position as one
of the two managing general partners of BEM and as one of the two persons
responsible, through BEM International Management, for the management of the
assets of BEM International. Such shares represent approximately 6.5% of the
issued and outstanding shares of Common Stock. Mr. Blau and Mr. Metzger share
voting power and dispositive power over these shares of Common Stock.
2. The percentages used herein are calculated based upon the
3,161,283 shares of Common Stock stated to be issued and 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 and price
per share (including commissions) for all transactions by the Reporting Persons
during the past 60 days are set forth in Schedule I hereto. All such
transactions were effected on Nasdaq.
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(d) Not applicable.
(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 A: Joint Filing Agreement among the Reporting Persons.
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Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
January 29, 1998
/s/ Lawrence M. Blau
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Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
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Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated
January 28, 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.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall constitute one
and the same instrument.
Dated: January 28, 1998
/s/Lawrence M. Blau
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Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
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Schedule I
Date Shares Purchased Price Per Share
---- ---------------- ---------------
BEM Partners, L.P. 1/5/98 20,000 10.75
1/6/98 8,000 10.75
1/7/98 4,000 10.75
1/12/98 4,000 10.75
1/13/98 15,000 10.71
1/14/98 15,000 10.62
1/23/98 7,000 10.50
1/26/98 4,000 10.00
BEM International Ltd. 1/5/98 10,000 10.75
1/6/98 2,000 10.75
1/7/98 1,000 10.75
1/12/98 1,000 10.75
1/13/98 5,000 10.71
1/14/98 5,000 10.62
1/23/98 3,000 10.50
1/26/98 1,000 10.00
