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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. )*
Triathalon Broadcasting Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
89589PI06
(CUSIP Number)
January 13, 1998
(Date of Event which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-l(b)
[X] Rule 13d-l(c)
[ ] Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13G
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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER None
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 205,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER None
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 205,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 205,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%
12. TYPE OF REPORTING PERSON*
IN
2
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SCHEDULE 13G
CUSIP No. 89589P106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER None
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 205,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER None
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 205,000
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 205,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%
12. TYPE OF REPORTING PERSON*
IN
3
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: Date: March 16, 1998
Item 1(a) Name of Issuer:
--------------
Triathalon Broadcasting Company (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
Symphony Towers
750 B Street, Suite 1920
San Diego, California 92101
Items 2(a) Name of Person Filing; Address of Principal
and 2(b) Business Office:
-------------------------------------------
The Statement is being filed by (1) Lawrence M. Blau
("Mr. Blau") 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") 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.
Item 2(c) Citizenship:
-----------
Mr. Blau and Mr. Metzger are United States citizens
Item 2(d) Title of Class of Securities:
----------------------------
Common stock, par value $.01 per share ("Common Stock")
4
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Item 2(e) CUSIP Number:
------------
89589P106
Item 3 If this statement is filed pursuant to
Section 240.13d-1(c), check this box [X]
-----------------------------------------
Items 4(a) Ownership:
- - 4(c) ---------
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.
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).
The percentages used herein are calculated based upon the
3,161,283 shares of Common Stock stated to be issued and
outstanding as of November 13, 1997, as reflected in the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
Item 5 Ownership of Five Percent or Less of Class:
------------------------------------------
Not Applicable
Item 6 Ownership of More Than Five Percent on Behalf
of Another Person:
---------------------------------------------
No person other than the persons identified in Item 4
above and the partners of BEM and the shareholders of BEM
International is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds of sale of, Common Stock.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
--------------------------------------------
Not Applicable
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Item 8 Identification and Classification of Members
of the Group:
--------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
------------------------------
Not Applicable
Item 10 Certification:
-------------
By signing below each of the undersigned certifies that,
to the best of the undersigned's knowledge and belief,
the securities referred to above were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 16, 1998
/s/ Lawrence M. Blau
__________________________
Lawrence M. Blau
/s/ Mark Metzger
__________________________
Mark Metzger
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EXHIBIT INDEX
-------------
Exhibit A: Joint filing agreement, dated March 16, 1998,
among the signatories to this Schedule 13G.
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Exhibit A
---------
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k) (1)
-----------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: March 16, 1998
/s/ Lawrence M. Blau
__________________________
Lawrence M. Blau
/s/ Mark Metzger
__________________________
Mark Metzger
