-----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, IkUMUcNlvABG6dfJKCXQdgERMLckTbNde4Z4laUhcF2I0opdMAJ18MYD3gVWbTSq cszym8igmLZRHJB66ixDFA== 0000899140-98-000104.txt : 19980206 0000899140-98-000104.hdr.sgml : 19980206 ACCESSION NUMBER: 0000899140-98-000104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980205 SROS: NASD GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT MANAGEMENT CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIATHLON BROADCASTING CO CENTRAL INDEX KEY: 0000947718 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330668235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46851 FILM NUMBER: 98522589 BUSINESS ADDRESS: STREET 1: SYMPHONY TOWERS STREET 2: 750 B ST STE 1920 CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6192394242 MAIL ADDRESS: STREET 1: SYMPHONY TOWERS STREET 2: 750 B ST STE 1920 CITY: SAN DIEGO STATE: CA ZIP: 92101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001040273 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 277 PARK AVE STREET 2: 26TH FL CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2123505170 MAIL ADDRESS: STREET 1: 277 PARK AVE STREET 2: 26TH FL CITY: NEW YORK STATE: NY ZIP: 10172 SC 13D 1 SCHEDULE 13D 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 [ ]. 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 2 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 3 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 4 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 5 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 6 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 7 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 8 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. 9 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 ------------------------------- Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb ------------------------------- Daniel S. Loeb 10 Schedule I ---------- 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 Exhibit Index Exhibit - ------- Exhibit 99: Joint Filing Agreement, dated February 4, 1998, between Mr. Daniel S. Loeb and Third Point Management Company L.L.C. EX-99 2 JOINT FILING AGREEMENT 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 ------------------------------- Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb ------------------------------- Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----