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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Triathlon Broadcasting Company
(Name of Issuer)
Class A Common Stock,
$.01 par value
(Title of Class of Securities)
89589P106
(CUSIP Number)
Peter M. Schoenfeld
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas, 34th Floor
New York, New York 10019
(212) 649-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 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 [ ].
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SCHEDULE 13D
CUSIP No. 89589P106
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Schoenfeld Asset Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 179,400
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
179,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,400
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
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SCHEDULE 13D
CUSIP No. 89589P106
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter M. Schoenfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK 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
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 179,400
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
179,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,400
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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 "Class A Common Stock"), of
Triathlon 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) P. Schoenfeld Asset Management LLC,
a New York limited liability company ("PSAM"), and (2) Peter M. Schoenfeld, a
United States citizen, in his capacity as the Managing Member of PSAM ("Mr.
Schoenfeld"). PSAM and Mr. Schoenfeld are sometimes collectively referred to
herein as the "Reporting Persons". PSAM is registered as a non-clearing
broker-dealer and an investment adviser with the Securities and Exchange
Commission and is a member of the National Association of Securities Dealers,
Inc. The principal business of PSAM is to provide investment advisory services
with respect to global event arbitrage activities to managed accounts (the
"Managed Accounts") and to certain investment partnerships for which entities
controlled by Mr. Schoenfeld serve as the general partner (the "Partnerships").
The principal place of business and principal offices of PSAM are located at
1330 Avenue of the Americas, 34th Floor, New York, New York 10019, which is also
the business
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address of Mr. Schoenfeld. The principal occupation of Mr. Schoenfeld is his
position as the Managing Member of PSAM.
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 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 Partnerships and Managed Accounts expended an aggregate of
approximately $1,946,231 (including brokerage commissions, if any) to purchase
the 179,400 shares of Class A Common Stock which are reported in this statement
as being beneficially owned by the Reporting Persons. The funds for the purchase
of the shares of Class A Common Stock owned by the Managed Accounts come from
their owners or shareholders. The funds for the purchase of the shares of Class
A Common Stock owned by the Partnerships are obtained from the working capital
of the Partnerships.
The shares of Class A Common Stock held by the Partnerships and the
Managed Accounts may be held through margin accounts maintained with brokers,
which extend margin credit, as
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and when required to open or carry positions in such margin accounts, subject to
applicable federal margin regulations, stock exchange rules and the credit
policies of such firms. The positions held in the margin accounts, including the
shares of Class A 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 Class A Common Stock by
each of the Reporting Persons is for investment. Each Reporting Person reserves
the right to make further purchases of shares of Class A Common Stock from time
to time, to dispose of any or all of the shares of Class A Common Stock held by
it 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 its
general investment and trading policies, market conditions or other factors.
Except as described above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Securities and Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
(i) PSAM may be deemed to have beneficial ownership for purposes of
Section 13(d) of the Securities Exchange Act of
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1934 ("Beneficial Ownership") of 179,400 shares of Class A Common Stock by
virtue of its position as discretionary investment manager to the Partnerships
and Managed Accounts, as the case may be, holding such shares of Class A Common
Stock. Such shares represent 5.65% of the issued and outstanding shares of Class
A Common Stock. PSAM shares voting power and dispositive power over the shares
of Class A Common Stock with Mr. Schoenfeld.
(ii) Mr. Schoenfeld may be deemed to have Beneficial Ownership of
179,400 shares of Class A Common Stock by virtue of his position as the Managing
Member of PSAM. Such shares represent 5.65% of the issued and outstanding shares
of Class A Common Stock. Mr. Schoenfeld shares voting power and dispositive
power over the shares of Class A Common Stock with PSAM.
The percentages used herein are calculated based upon the 3,172,533
shares of Class A Common Stock issued and outstanding at May 8, 1998, as
reflected in the Company's report on Form 10-Q for the quarter ended March 31,
1998.
(c) The trading dates, number of shares purchased and price
per share (including commissions, if any) for all transactions by the Reporting
Persons during the past 60 days are set forth in Schedule I hereto. All such
transactions were made in the open market.
(d) No person other than the Partnerships and the Managed Accounts 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 Class A Common Stock, except
that the
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respective partners, shareholders or owners, as relevant, of the Partnerships
and the Managed Accounts have the right to participate in the receipt of
dividends from or proceeds of the sale of, the shares of Class A Common Stock
held for their respective accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respec
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated July 24, 1998,
between PSAM and Peter M. Schoenfeld.
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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.
July 24, 1998
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
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Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
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Peter M. Schoenfeld
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Schedule I
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Date Price Per Share of Number of Shares of
Class A Common Stock Class A Common
Stock Purchased
05/01/98 10.8000 12,000
05/05/98 11.0625 75,000
07/15/98 11.1604 38,300
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Class A Common Stock, par value $.01 per share, of
Triathlon Broadcasting Company dated July 24, 1998 is, and any amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of
them pursuant to and in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934.
Date: July 24, 1998
P. SCHOENFELD ASSET MANAGEMENT LLC
By:/s/ Peter M. Schoenfeld
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Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
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Peter M. Schoenfeld
