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): June 2, 1997
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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 June 2, 1997, Triathlon Broadcasting Company (the "Company")
consummated the acquisition of the assets of radio stations KGOR-FM and
KFAB-AM, each operating in the Omaha, Nebraska market from American Radio
Systems Corporation. The purchase price for this acquisition which also
included the exclusive Muzak franchise for the Omaha and Lincoln, Nebraska
markets was $38.0 million. The purchase price was determined in arms length
negotiations between the Company and American Radio Systems Corporation and was
principally funded with the proceeds of a loan agreement entered into on June
2, 1997 with AT&T Commercial Finance Corporation and Union Bank of California,
described below.
This acquisition increases the Company's radio station ownership in
Nebraska to seven FM and one AM radio stations. The Company already owns and
operates radio stations KTNP-FM and KXKT-FM serving the Omaha market and in
the Lincoln market, the Company owns and operates radio stations KIBZ-FM,
KKNB-FM, KXKX-FM and KTGL-FM. In addition, in April 1997, the Company
acquired Pinnacle Sports Productions LLC, which has exclusive production and
advertising sales rights to sports events at the University of Nebraska and
operates a radio network in Nebraska.
ITEM 5. OTHER EVENTS
On June 2, 1997, the Company entered into a credit agreement with AT&T
Commercial Finance Corporation and the Union Bank of California (the "Credit
Agreement") which allows for an increase in the amount available for borrowings
from $40.0 million to $80.0 million. The Credit Agreement is more fully
described in the Company's annual report on Form 10-KSB for the transition
period ended December 31, 1996. On June 2, 1997, the Company increased its
borrowings under the Credit Agreement to fund the acquisition described in
ITEM 2 above and has $1.5 million of borrowing availability remaining under
the Credit Agreement.
ITEM 7. FINANCIAL STATEMENTS
(a) Financial Statements of Businesses Acquired
As of the date of the filing of this Form 8-K, it is impracticable to
provide the required financial statements. The required financial statements
will be filed no later than 60 days from the date this Form 8-K was required to
be filed.
(b) Pro Forma Financial Information
As of the date of the filing of this Form 8-K, it is impracticable to
provide the required pro forma financial information. The required pro forma
financial information will be filed no later than 60 days from the date this
Form 8-K was required to be filed.
(c) Exhibits
10.1 Asset Purchase Agreement dated as of October 17, 1996,
between Triathlon Broadcasting of Omaha, Inc. and American
Radio Systems Corporation (incorporated by reference to the
Company's Quarterly Report on Form 10-QSB for the nine months
ending on September 30, 1996 filed with the Securities and
Exchange Commission on November 14, 1996)
10.2 Amended and Restated Loan Agreement dated May 30, 1997 among
AT&T Commercial Finance Corporation and Union Bank of
California, N.A. 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.
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SIGNATURES
Pursuant to the requirements of the Securities 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
By: /s/ Jan E. Chason
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Name: Jan E. Chason
Title: Chief Financial Officer and Treasurer
Date: June 11, 1997
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