SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 23, 1998
TRIATHLON BROADCASTING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-26530 33-0668235
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Symphony Towers
750 B Street, Suite 1920
San Diego, CA 92101
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (612) 239-4242
ITEM 5. OTHER EVENTS.
Triathlon Broadcasting Company (the "Company") entered into an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of July 23, 1998, with
Capstar Radio Broadcasting Partners, Inc. ("Parent") and TBC Radio Acquisition
Corp., a wholly-owned subsidiary of Parent ("Sub"), pursuant to which Sub would
merge with and into the Company and the Company would become a wholly-owned
subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, upon the
consummation of the Merger, each outstanding share of each class of Common
Stock of the Company shall be converted into the right to receive $13.00,
subject to adjustment, and each outstanding depositary share of the Company,
representing one-tenth interest in a share of 9%Mandatory Convertible Preferred
Stock, par value $.01 per share, of the Company, shall be converted into the
right to receive $10.83, subject to adjustment.
The consummation of the Merger is subject to the satisfaction of a number
of conditions set forth in the Merger Agreement, including, but not limited to,
the approval by the stockholders of the Company of the transactions
contemplated thereby, the expiration or termination of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the receipt of all applicable consents to the Merger from the
Federal Communications Commission. The Merger is currently expected to be
consummated in the second quarter of 1999.
As a condition precedent to the execution of the Merger Agreement, Parent,
Sub, the Company and certain stockholders of the Company have entered into
stockholder agreements (the "Stockholder Agreements"), whereby each of such
stockholders have agreed to vote all shares of the capital stock of the Company
beneficially owned by each in favor of the Merger and against any competing
transaction.
The foregoing descriptions of the Merger Agreement and the Stockholder
Agreements do not purport to be complete and are qualified in their entirety by
the copies of the Merger Agreement and the Stockholder Agreements attached
hereto as exhibits, which are incorporated herein by reference.
On July 24, 1998, a lawsuit was commenced against the Company and its
directors in the Court of Chancery of the State of Delaware (New Castle
County). The plaintiff in the lawsuit is Herbert Behrens, who purports to have
filed the action on behalf of a class consisting of all holders of Depositary
Shares. The complaint alleges that the consideration to be paid as a result of
the Merger to the holders of the Depositary Shares is unfair and that the
individual defendants have breached their fiduciary duties. The complaint seeks
to have the action certified as a class action and seeks to enjoin the Merger,
or in the alternative, seeks monetary damages. The Company intends to defend
the lawsuit vigorously.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description.
2.1 Agreement and Plan of Merger, dated as of July 23, 1998,
among Capstar Radio Broadcasting Partners, Inc., TBC Radio
Acquisition Corp. and Triathlon Broadcasting Company.
10.1 Stockholder Agreement, dated as of July 23, 1998, among
Robert F.X. Sillerman, Capstar Radio Broadcasting Partners,
Inc., TBC Radio Acquisition Corp. and Triathlon Broadcasting
Company.
10.2 Stockholder Agreement, dated as of July 23, 1998, among The
Tomorrow Foundation, Inc., Capstar Radio Broadcasting
Partners, Inc., TBC Radio Acquisition Corp. and Triathlon
Broadcasting Company.
10.3 Stockholder Agreement, dated as of July 23, 1998, among
Norman Feuer, Capstar Radio Broadcasting Partners, Inc., TBC
Radio Acquisition Corp. and Triathlon Broadcasting Company.
10.4 Stockholder Agreement, dated as of July 23, 1998, among
Howard Tytel, Capstar Radio Broadcasting Partners, Inc., TBC
Radio Acquisition Corp. and Triathlon Broadcasting Company.
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, hereunto duly authorized.
TRIATHLON BROADCASTING COMPANY
Date: July 28, 1998 By: /s/ Norman Feuer
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Norman Feuer
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description.
2.1 Agreement and Plan of Merger, dated as of July 23, 1998, among
Capstar Radio Broadcasting Partners, Inc., TBC Radio Acquisition
Corp. and Triathlon Broadcasting Company.
10.1 Stockholder Agreement, dated as of July 23, 1998, among Robert
F.X. Sillerman, Capstar Radio Broadcasting Partners, Inc., TBC
Radio Acquisition Corp. and Triathlon Broadcasting Company.
10.2 Stockholder Agreement, dated as of July 23, 1998, among The
Tomorrow Foundation, Inc., Capstar Radio Broadcasting Partners,
Inc., TBC Radio Acquisition Corp. and Triathlon Broadcasting
Company.
10.3 Stockholder Agreement, dated as of July 23, 1998, among Norman
Feuer, Capstar Radio Broadcasting Partners, Inc., TBC Radio
Acquisition Corp. and Triathlon Broadcasting Company.
10.4 Stockholder Agreement, dated as of July 23, 1998, among Howard
Tytel, Capstar Radio Broadcasting Partners, Inc., TBC Radio
Acquisition Corp. and Triathlon Broadcasting Company.