-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OqCL7gDus9p3VwH7yo+8samlIFQczAP0Un+cLf2vZAZz9FyCXEv72HI98exAdpfN 4UIDFrZqYPQ1eLVRUph+Lg== 0001010422-98-000023.txt : 19980504 0001010422-98-000023.hdr.sgml : 19980504 ACCESSION NUMBER: 0001010422-98-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980430 SROS: NASD GROUP MEMBERS: B III CAPITAL PARTNERS LP GROUP MEMBERS: DDJ CAPITAL III LLC GROUP MEMBERS: DDJ CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45401 FILM NUMBER: 98605158 BUSINESS ADDRESS: STREET 1: 9255 DEERING AVE STREET 2: 222 W. ORANGE GROVE AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 MAIL ADDRESS: STREET 1: 9255 DEERING AVENUE STREET 2: 9255 DEERING AVENUE CITY: SACHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 LINDEN STREET STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 617-283-8500 MAIL ADDRESS: STREET 1: 141 LINDEN STREET SUITE 4 STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 SC 13D/A 1 AMENDMENT NO. 1 TO 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Trikon Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 896187101 --------------------------------------------------- (CUSIP Number) Judy K. Mencher DDJ Capital Management, LLC 141 Linden Street, Suite 4 Wellesley, MA 02181 781-283-8500 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 24, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires filing of 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 [ ]. (Continued on following pages) (Page 1 of 8 Pages) SCHEDULE 13D CUSIP NO. 896187101 PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 1,121,523 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,121,523 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,121,523 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 896187101 PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B III Capital Partners, L.P. 04-3341099 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,121,523 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,121,523 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,121,523 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 896187101 PAGE 4 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital III, LLC 04-3317544 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,121,523 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,121,523 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,121,523 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 896187101 PAGE 5 OF 8 PAGES ITEM 1. SECURITY AND ISSUER: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") should be read in conjunction with the Schedule 13D dated October 29, 1997 ("Schedule 13D") as filed with the Securities and Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited liability company, and certain affiliates. This Amendment No. 1 amends the Schedule 13D only with respect to those items listed below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto on the Schedule 13D. This filing of this Amendment No. 1 is not, and should not be deemed to be, an admission that the Schedule 13D or any Amendment thereto is required to be filed. This statement relates to Common Stock, no par value per share (the "Shares") of Trikon Technologies, Inc., a California corporation (the "Company"). The principal executive offices of the Company are located at 9255 Deering Avenue, Chatsworth, California 91311. ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Item 3 is deleted in its entirety and amended as follows: The Fund purchased an aggregate principal amount of $17,535,000 of the Company's 7 1/8% Convertible Subordinated Notes due 2001 (the "Notes") for cash in the amount of approximately $9,365,525, including brokerage commissions. The Notes have a conversion ratio of 63.9591 per $1,000; accordingly, the Fund may be deemed the beneficial owner of 1,121,523 Shares of Common Stock of the Company. No purchases and/or sales have occurred within that last sixty days of this filing; therefore there will not be a Schedule B attached to this statement. ITEM 4. PURPOSE OF TRANSACTION: Third paragraph in Item 4 is deleted in its entirety and amended as follows: Other than as set forth below, none of DDJ or the DDJ Affiliates has any present plan or proposal which relates to or would result in (i)an extraordinary SCHEDULE 13D CUSIP NO. 896187101 PAGE 6 OF 8 PAGES corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer or a material amount of assets of or involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or bylaws, (v) the Company's Shares becoming eligible for termination of their registration pursuant to Section 12(g)(4) of the 1934 Act, or (vi) any similar action. Pursuant to a Management Rights Letter dated April 24, 1998 between the Company and the Fund, upon consummation of the restructuring of the Company's convertible debt, the Fund, as part of the restructuring, will have the right to nominate one member of the Board of Directors of the Company. ITEM 5. INTEREST IN SECURITIES OF ISSUER: Paragraph (a) in Item is deleted and amended as follows: (a) The Fund beneficially owns, and DDJ III and DDJ beneficially own as general partner and investment manager, respectively, of the Fund 1,121,523 Shares (assuming conversion of all of its Notes, see Item 3), or approximately 6.9% of the outstanding Shares of the Company. Neither DDJ nor any of the DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of the persons named in Schedule A, beneficially own any other Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Exhibit 99 (A) (1) Management Rights Letter dated April 24, 1998 between the Company and the Fund SCHEDULE 13D CUSIP NO. 896187101 PAGE 7 OF 8 PAGES 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. DDJ CAPITAL MANAGEMENT, LLC By: /s/ Judy K. Mencher ------------------------------- Judy K. Mencher Member SCHEDULE 13D CUSIP NO. 896187101 PAGE 8 OF 8 PAGES SCHEDULE A The name and present principal occupation or employment of each executive officer and member of DDJ Capital Management, LLC and each director of the DDJ Affiliates are set forth below. The business address of each person and the address of the corporation or organization in which such employment is conducted is 141 Linden Street, Suite 4, Wellesley, MA 02181. Mr. Harmetz, Mr. Breazzano and Ms. Mencher are U. S. citizens. NAME PRINCIPAL OCCUPATION OR EMPLOYMENT Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC and DDJ Copernicus, LLC David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC and DDJ Copernicus, LLC Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas Corp. and Director of Kepler Overseas Corp. EX-99.A.1 2 MANAGEMENT RIGHTS LETTER Exhibit 99 (A) (1) - -------------------------------------------------------------------------------- DDJ Capital III, LLC - -------------------------------------------------------------------------------- April 24, 1998 Christopher Dobson Chairman Trikon Technologies Ltd. Ringland Way Newport NP6 2TA UK Dear Mr. Dobson: This letter is being issued in the context of B III Capital Partners, L.P. ("B III") participating in the restructuring of convertible debt issued by Trikon Technologies (the "Company"). B III currently holds approximately $17,500,000 face amount of the Company's convertible debt. In the event of such restructuring, B III desires to actively assist the Company in reviewing certain proposals and suggestions that may arise and the Company desires such assistance. Upon the consummation of such restructuring, in order to facilitate B III's input, the Company agrees to grant to B III the management rights ("Management Rights") described below: a) the right to discuss the business operations, properties and financial and other condition of the Company with the Company's management; b) the right to submit proposals or suggestions to the Company's management from time-to-time and the Company's management will discuss such proposals or suggestions with B III within a reasonable period after such submission; c) upon reasonable prior written notice, the right to inspect the Company's books and records, to inspect its business premises and other properties, to receive financial statements, operating reports, budgets or other financial reports of the Company, and to reasonably request information at reasonable times and intervals concerning the general status of the Company's financial condition and operations; and d) as part of the restructuring, the right to nominate one member of the Board of Directors of the Company. B III agrees that except as may be required by law, rule, regulation, legal process or regulatory authority, any non-public information received from the Company hereunder (the "Information") will be treated as confidential and will not be disclosed by B III or made available to any third party (other than any of B III's partners, employees, advisers, attorneys, accountants or agents which B III reasonably believes have a need to know such information and which agree to be bound by the confidentiality provisions set forth herein) without the Company's prior written approval and without safeguards for protecting such information. B III agrees that it shall use its reasonable efforts to maintain the confidence of all Information disclosed to it pursuant to this letter agreement, except that (i) B III may disclose any Information to any Person with whom B III is discussing a potential sale of any Securities, provided that such Person executes a confidentiality agreement substantially similar to this paragraph in favor of the Company and (ii) to the extent that B III is requested or required (by deposition, interrogatories, subpoena or otherwise) as part of an action, suit, proceeding or investigation by or before any court or governmental authority. Notwithstanding the foregoing, "Information" excludes any of the foregoing that has entered the public ----------- domain through no fault of B III, that an authorized executive officer of the Company has authorized for public dissemination, that was known to or possessed by B III prior to its discussion with the Company of the transactions contemplated in the first paragraph of this letter agreement and other than through disclosure or delivery by the Company, or that was learned or obtained by B III from sources having no duty of confidentiality to the Company. B III may decline to receive Information by providing written notice to the Company. B III's rights and the Company's obligations hereunder shall expire at such time when B III owns beneficially less than 5% of the outstanding common stock of the Company. Please acknowledge your agreement by signing below and returning the executed letter via telecopier and regular mail to: Judy K. Mencher DDJ Capital Management, LLC 141 Linden Street, Suite 4 Wellesley, MA 02181 Telecopier: 781-283-8555 Thank you for your consideration. Very truly yours, B III CAPITAL PARTNERS, L.P. By: DDJ Capital III, LLC, as General Partner By: DDJ Capital Management, LLC, as Manager By: /s/ Judy K. Mencher ------------------------------- Name: Judy K. Mencher Title: Member The Company hereby agrees to the proposed grant to B III of the Management Rights described herein. By: /s/ Christopher D. Dobson --------------------------------- Name: Christopher Dobson Title: Chairman Date: 4/24/98 -----END PRIVACY-ENHANCED MESSAGE-----