SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 22, 1996
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TRIATHLON BROADCASTING COMPANY
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(Exact name of registrant as specified in charter)
Delaware 0-26530 33-0668235
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Symphony Towers, 750 B Street, Suite 1920, San Diego, CA 92101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 239-4242
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 22, 1996, the Company acquired from Pourtales Radio Partnership
("Pourtales"), for an aggregate purchase price of $22.8 million, radio stations
KVOR-AM, KSPZ(FM), KTWK-AM and KVUU(FM), each operating in the Colorado
Springs, Colorado market, radio stations KEYF-AM/FM, KUDY-AM and KKZX(FM), each
operating in the Spokane, Washington market, radio stations KEGX(FM) and
KTCR-AM, each operating in the Tri-Cities, Washington market, and KEYN(FM),
operating in the Wichita, Kansas market (the "Pourtales Acquisition"). The
purchase price was determined pursuant to a contract between Pourtales and the
Company entered into in August 1995. The Pourtales Acquisition was financed
from cash on hand and from proceeds from a credit facility recently obtained
from AT&T Commercial Finance Corporation ("AT&T Commercial"). See Item 5.
The Company's contract with Pourtales was arrived at through arm's-length
negotiation. C. Terry Robinson, the beneficial owner of 122,445 shares of the
Company's non-voting Class D Common Stock (approximately 1 % of the fully
diluted common stock equivalents outstanding), is the principal owner of
Pourtales. Mr. Robinson is also expected to provide marketing and consulting
services to the Company. In addition, prior to the Company's formation, Norman
Feuer, Chief Executive Officer and President of the Company, acted as the Chief
Operating Officer of Pourtales and was responsible for the day-to-day
operations of all of the radio stations owned by Pourtales. Mr. Feuer, in
addition to serving as an officer and a Director of the Company, provided radio
programming consulting services to Pourtales prior to the Pourtales Acquisition
for certain stations included in the Pourtales Acquisition. Mr. Feuer did not
have an ownership interest in Pourtales.
ITEM 5. OTHER EVENTS.
In November 1996, the Company's subsidiaries obtained a $40 million credit
facility from AT&T Commercial ("Credit Agreement"). Funding available under the
Credit Agreement is limited to an amount, which equals 5.5 times historical
12-month trailing broadcast cash flow of the subsidiaries. The calculation of
broadcast cash flow is made on a pro forma basis which includes the trailing 12
month broadcast cash flow (net revenues less station operating expenses,
exclusive of depreciation, amortization and corporate overhead and deferred
compensation) of the stations currently owned and/or operated by the Company
and stations to be acquired.
The Company's subsidiaries borrowed $13,000,000 under the Credit Agreement on
November 22, 1996. Loans under the Credit Agreement will bear interest at a
floating rate equal to 4.25% plus the 30-day Commercial Paper rate ("Base
Rate"), subject to adjustment (9.7 % as of December 9, 1996). Principal is
payable in monthly installments of increasing amounts commencing July 1, 1997,
and continuing until March 1, 2002, when all remaining outstanding principal is
due.
The Company's obligations under the Credit Agreement are secured by a first
priority security interest in all existing and after-acquired property of the
Company's subsidiaries, with the exception of FCC licenses and authorizations
to the extent it is unlawful to grant a security interest in such licenses and
authorizations, and all issued and outstanding capital stock of the Company's
subsidiaries. All outstanding indebtedness under the Credit Agreement is
guaranteed by the Company. The Credit Agreement also contains financial
leverage and coverage ratios, limitations on corporate overhead, and
restrictions on capital expenditures.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The audited financial statements for the radio stations acquired in the
Pourtales Acquisition for the years ended December 31, 1995 and 1994 is set
forth in the Prospectus dated March 4, 1996, contained in the Registration
Statement filed by the Company with the Securities and Exchange Commission
(File No. 333- 1186) ("Prospectus"), which is incorporated herein by reference.
It is impracticable to file the unaudited financial information required by
Item (a) at this time for interim periods subsequent to December 31, 1995,
because that information is not yet available. The Company will file that
information as soon as is practicable but not later than 60 days following
December 9, 1996.
(b) Pro forma financial information.
It is impracticable to file the unaudited pro forma financial information
required by Item 7(b) at this time for the year ended March 31, 1996 and for
the six months ended September 30, 1996, because that information is not yet
available. The Company will file that information as soon as practicable but
not later than 60 days following December 9, 1996.
(c) Exhibits.
10.1 Loan Agreement dated November 19, 1996 among AT&T Commercial Finance
Corporation and Triathlon Broadcasting of Wichita, Inc., Triathlon Broadcasting
of Lincoln, Inc., Triathlon Broadcasting of Omaha, Inc. Triathlon Broadcasting
of Spokane, Inc., Triathlon Broadcasting of Tri-Cities, Inc., Triathlon
Broadcasting of Colorado Springs, Inc. and Triathlon Broadcasting of Little
Rock, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
TRIATHLON BROADCASTING COMPANY
Date: December 9,1996 By: /s/ Jan E. Chason
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Jan E. Chason
Chief Financial Officer