-----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, C2xPq512sWSygWIDY51yZZM38uitDWNH+szhSI/1Imdy1cCgYfYPFiRMbcxAxcpq 8ADKHeywgsbMsh8dj2cDUQ== 0000891618-98-001012.txt : 19980309 0000891618-98-001012.hdr.sgml : 19980309 ACCESSION NUMBER: 0000891618-98-001012 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980306 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD PARK LLC CENTRAL INDEX KEY: 0001037037 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943264115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-51409 FILM NUMBER: 98559302 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD PARK LLC CENTRAL INDEX KEY: 0001037037 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943264115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 SC 13E3/A 1 AMENDMENT #4 TO SCHEDULE 13E-3 1 As filed with the Securities and Exchange Commission on March 6, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 AMENDMENT NO. 4 RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) TRIAD PARK, LLC (Name of Issuer) TRIAD PARK, LLC RICHARD C. BLUM RICHARD C. BLUM & ASSOCIATES, LP TPL ACQUISITION, LLC CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. WESTMARK REALTY ADVISORS, LLC (Name of Person(s) Filing Statement) MEMBERSHIP INTERESTS, NO PAR VALUE (Title of Class of Securities) 895814 10 1 (CUSIP Number of Class of Securities) PATRICK J. KERNAN MURRAY A. INDICK GENERAL COUNSEL MANAGING DIRECTOR, GENERAL COUNSEL TRIAD PARK, LLC RICHARD C. BLUM & ASSOCIATES, L.P. 3055 TRIAD DRIVE 909 MONTGOMERY STREET, SUITE 400 LIVERMORE, CALIFORNIA 94550-9559 SAN FRANCISCO, CALIFORNIA 94133 (510) 449-0606 (415) 434-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) Copies to: EDWARD S. MERRILL MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP 3150 PORTER DRIVE PALO ALTO, CALIFORNIA 94304-1212 (650) 849-4400 This statement is filed in connection with: |X| a. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13d-3(c) under the Securities Exchange Act of 1934. [ ] b. The filing of a registration statement under the Securities Act of 1933. [ ] c. A Tender Offer [ ] d. None of the above. Check the following box if the soliciting materials or information statement referred to in check box (a) are preliminary copies: |X| 2 CALCULATION OF FILING FEE
- ----------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - ----------------------------------------------------------------------------- $23,358,673 $4,672 - -----------------------------------------------------------------------------
* For purposes of calculating fee only. This amount assumes the purchase at a price of $1.32 per share of 17,695,965 outstanding shares of Company Membership Interests. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, equals 1/50th of one percent of the value of the membership interests purchased. [X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED IN RULE 0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $4,672 Filing Parties: Triad Park, LLC, Richard C. Blum & Associates, LP, TPL Acquisition, LLC Form or Registration No: Schedule 13E-3 Date Filed: October 14, 1997 CROSS REFERENCE SHEET (PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3) INTRODUCTION Triad Park, LLC, a Delaware limited liability company (the "Company"), Richard C. Blum, an individual, Richard C. Blum & Associates, a California limited partnership ("RCBA"), TPL Acquisition, LLC, a Delaware limited liability company (the "Acquisition LLC"), CB Commercial Real Estate Services Group, Inc., a Delaware corporation and Westmark Realty Advisors, LLC, a Delaware limited liability company hereby amend and supplement the Rule 13E-3 Transaction Statement on Schedule 13E-3, as amended (the "Schedule 13E-3"), relating to the merger of the Acquisition LLC, an affiliate of RCBA, with and into the Company. The Company, RCBA and the Acquisition LLC had previously entered into an Agreement of Merger dated September 9, 1997 (the "Merger Agreement") pursuant to which the Acquisition LLC would merge with and into the Company, with the Company continuing as the surviving company. On February 1, 1998, the Company terminated the Merger Agreement and later that day entered into a new agreement of merger with a third party. RCBA is currently in the process of determining any additional plans or proposals it may have with respect to the acquisition of the Company. 2 3 SIGNATURE After due 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. March 6, 1998 /s/ MURRAY A. INDICK ---------------------------------- Richard C. Blum By: Murray A. Indick, Attorney-in-Fact March 6, 1998 RICHARD C. BLUM & ASSOCIATES, LP By: RICHARD C. BLUM & ASSOCIATES, INC., its sole general partner By: /s/ MARC T. SCHOLVINCK ----------------------------- Name: Marc T. Scholvinck Title: Managing Director & Chief Financial Officer March 6, 1998 TPL ACQUISITION, LLC RICHARD C. BLUM & ASSOCIATES, LP By: RICHARD C. BLUM & ASSOCIATES, INC., its sole general partner By: /s/ MARC T. SCHOLVINCK ----------------------------------- Name: Marc T. Scholvinck Title: Managing Director & Chief Financial Officer March 6, 1998 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. By: /s/ WALTER V. STAFFORD ----------------------------------- Name: Walter V. Stafford Title: Senior Executive Vice President and General Counsel March 6, 1998 WESTMARK REALTY ADVISORS, LLC By: /s/ RICHARD C. CLOTFELTER ----------------------------------- Name: Richard C. Clotfelter Title: Chairman March 6, 1998 TRIAD PARK, LLC By: 3055 Management Corp., its Manager By: /s/ JAMES R. PORTER ----------------------------------- Name: James R. Porter Title: Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----