-----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, Prg6t0F0F00tchY6kWQiqQZNMTG0KRVTJLG2kG7d/zg/PRwGQEibeMi9auNRjr44 K/SaOn/5eFDXaW4OuAjp4g== 0000950133-98-001464.txt : 19980417 0000950133-98-001464.hdr.sgml : 19980417 ACCESSION NUMBER: 0000950133-98-001464 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980416 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: 98595577 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: TPL ACQUISITION INC CENTRAL INDEX KEY: 0001058967 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943296753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 SC 13E3/A 1 SCHEDULE 13E-3 (AMENDMENT NO. 1) 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) --------------------- TRIAD PARK, LLC (Name of the Issuer) --------------------- TPL ACQUISITION, LLC Richard C. Blum Richard C. Blum & Associates, LP (Name of Person(s) Filing Statement) --------------------- MEMBERSHIP INTERESTS, NO PAR VALUE (Title of Class of Securities) 895814101 (CUSIP Number of Class of Securities) --------------------- MURRAY A. INDICK, ESQ. MANAGING DIRECTOR, GENERAL COUNSEL RICHARD C. BLUM & ASSOCIATES, L.P. 900 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CALIFORNIA 94133 TELEPHONE: (415) 434-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) --------------------- This Statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials statement referred to in checking box (a) are preliminary copies. [ ] CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** $31,852,737 $6,370.55
- --------------- * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase by TPL ACQUISITION, LLC of 17,695,965 Shares (defined below) of the Issuer at a price per Share of $1.80 net to the seller in cash. Such number of Shares represents all of the Shares outstanding as of March 28, 1998, other than Shares held directly or indirectly by Richard C. Blum & Associates, L.P. and Richard C. Blum. ** 1/50th of 1% of Transaction Valuation. [ ] Check box if any part of the fee is offset as provided by 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 the Form or Schedule and the date of its filing. Amount Previously Paid: 6,370.55 Form or Registration No.: Schedule 13E-3 Filing Party: TPL Aquisition, LLC Date Filed: April 1, 1998
================================================================================ 2 TENDER OFFER This Rule 13e-3 Transaction Statement is filed by TPL Acquisition, LLC, a Delaware limited liability company (the "Purchaser") Richard C. Blum and Richard C. Blum & Associates, LP, a California limited partnership and affilliate of Purchaser, relating to the offer by the Purchaser to purchase all of the outstanding membership interests, no par value (the "Membership Interests") of Triad Park, LLP (the "Issuer"), including the associated rights to purchase Membership Interests issued pursuant to the Company's Rights Plan (as such term is defined in the Offer to Purchase, dated April 1, 1998 (the "Offer to Purchase")) (the "Rights" and together with the Membership Interests, the "Shares"), at a price of $1.80 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, as may be thereafter amended, collectively constitute the "Offer"). The cross reference sheet below is being supplied pursuant to Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1, filed by the Purchaser with the Securities and Exchange Commission contemporaneously herewith (the "Schedule 14D-1"), of the information required to be included in response to Items of this Schedule 13E-3. The information in the Schedule 14D-1 is incorporated herein by reference. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in Exhibit (a)(1) hereto, the Offer to Purchase. CROSS REFERENCE SHEET WHERE LOCATED IN THE SCHEDULE
ITEM IN SCHEDULE 13E-3 14D-1 - ---------------------- ----- Items 1(a)-(c).............................................. Items 1(a)-(c) Items 1(d)-(f).............................................. * Item 2...................................................... Item 2 Item 3(a)(1)................................................ Item 3(a) Item 3(a)(2)................................................ Item 3(b) Item 3(b)................................................... * Item 4(a)................................................... * Item 4(b)................................................... ** Item 5...................................................... Item 5 Item 6(a)................................................... Item 4(a) Item 6(b)................................................... * Item 6(c)................................................... Item 4(b) Item 6(d)................................................... Item 4(c) Item 7(a)................................................... Item 5 Item 7(b)................................................... ** Items 7(c)-(d).............................................. * Items 8(a)-(e).............................................. * Item 8(f)................................................... ** Items 9(a)-(c).............................................. * Item 10(a).................................................. Item 6(a) Item 10(b).................................................. Item 6(b) Item 11..................................................... Item 7 Item 12..................................................... * Item 13(a).................................................. * Items 13(b)-(c)............................................. ** Item 14(a).................................................. * Item 14(b).................................................. ** Item 15(a).................................................. **
1 3
ITEM IN SCHEDULE 13E-3 14D-1 - ---------------------- ----- Item 15(b).................................................. Item 8 Item 16..................................................... Item 10(f) Item 17(a).................................................. * Items 17(b)-(c)............................................. Items 11(b)-(c) Item 17(d).................................................. * Item 17(e).................................................. * Item 17(f).................................................. Item 11(f)
- --------------- * Information in response to these Items of this Schedule 13E-3 is not required to be included in the Schedule 14D-1. ** Not applicable. ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) The name of the issuer is Triad Park, LLP, a Delaware limited liability company (the "Company"). The address of the Company's principal executive offices is 3055 Triad Drive, Livermore, California 94550. (b) The class of equity security to which this Rule 13e-3 Transaction Statement relates is the membership interests, no par value, of the Company (the "Membership Interests"), including the associated rights to purchase Membership Interests issued pursuant to the Company's Rights Plan (the "Rights" and together with the Membership Interests, the "Shares"). As of February 20, 1998, the Company had approximately 1,400 shareholders of record. The information set forth in the Offer to Purchase under "Introduction" is incorporated herein by reference. (c) The information set forth in the Offer to Purchase under "The Tender Offer -- Price Range of Shares; Distributions on the Shares" is incorporated herein by reference. (d) The information set forth in the Offer to Purchase under "The Tender Offer -- Price Range of the Shares; Distributions on the Shares" is incorporated herein by reference. To the best of RCBA's and the Purchaser's knowledge, there are no restrictions on the Issuer's present or future ability to pay dividends. (e) Not applicable (f) None. ITEM 2. IDENTITY AND BACKGROUND. (a)-(g) The answer to Item 2 of the Schedule 14D-1 is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)-(b) The answer to Item 3 of the Schedule 14D-1 is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Offer to Purchase under "Introduction" and "The Tender Offer -- Terms of the Offer" is incorporated herein by reference. (b) None. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(g) The answer to Items 5(a)-(g) of the Schedule 14D-1 is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. (a) The answer to Item 4 of the Schedule 14D-1 is incorporated herein by reference. 2 4 (b) The information set forth in the Offer to Purchase under "The Tender Offer -- Fees and Expenses" is incorporated herein by reference. The Company has not paid and will not be responsible for paying any of the expenses incurred or estimated to be incurred in connection with the Rule 13e-3 transaction. (c) The information set forth in the Offer to Purchase under "The Tender Offer -- Source and Amount of Funds" is incorporated herein by reference. (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) The information set forth in the Offer to Purchase under "Introduction," "Special Factors -- Purpose and Structure of the Offer" and "The Tender Offer -- Effect of the Offer on the Market for the Shares; Exchange Act Registration" is incorporated herein by reference. (b)-(c) The information set forth in the Offer to Purchase under "Introduction," "Special Factors -- Background," "-- Discussions with Third Parties" and "-- Purpose and Structure of the Offer" is incorporated herein by reference. (d) The information set forth in the Offer to Purchase under "Introduction," "Special Factors -- Purpose and Structure of the Offer," "-- Certain Effects of the Offer," "-- Certain Federal Income Tax Consequences" and "The Tender Offer -- Effect of the Offer on the Market for the Shares, Exchange Act Registration" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a)-(b) The Information set forth in the Offer to Purchase under "Special Factors -- Background," "-- Discussions with Third Parties," "-- Sedway Report," "Board Approval of RCBA Merger Agreement and TKG Merger Agreement," "-- No Fairness Opinion," "-- No Recommendation" and "-- Perspective of the Managers and the Purchaser on the Offer" is incorporated herein by reference. (c) The transaction is not structured such that approval of at least a majority of unaffiliated security holders is required. The Rule 13e-3 transaction is based on a waivable condition that there be validly tendered and not withdrawn prior to the expiration date of the Offer that number of Shares that would constitute a majority of all outstanding Shares when combined with the Shares held by Richard C. Blum & Associates, L.P., a California Limited Partnership ("RCBA") and Richard C. Blum. (d) The information set forth in the Offer to Purchase under "Special Factors -- Perspective of the Managers and the Purchaser on the Offer" is incorporated herein by reference. (e) The information set forth in the Offer to Purchase under "Special Factors -- No Recommendation" is incorporated herein by reference. (f) The information set forth in the Offer to Purchase under "Special Factors -- Background" and "-- Discussions with Third Parties" is incorporated herein by reference. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a) The information set forth in the Offer to Purchase under "Special Factors -- Background," "-- Discussions with Third Parties," "-- Sedway Report," "-- No Fairness Opinion" and "-- Board Approval of RCBA Merger Agreement and TKG Merger Agreement" is incorporated herein by reference. (b) The information set forth in the Offer to Purchase under "Special Factors -- Sedway Report," and "-- Board Approval of RCBA Merger Agreement and TKG Merger Agreement" is incorporated herein by reference. (c) The Sedway Report shall, upon request, be made available for inspection and copying at the principal executive offices of RCBA during its regular business hours by any interested holder of Shares or any such holder's representative who has been so designated in writing. 3 5 ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The information set forth under "The Tender Offer -- Certain Information Concerning the Company -- Certain Interests in the Shares" is incorporated herein by reference. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the Offer to Purchase under "The Tender Offer -- Certain Information Concerning the Company -- Certain Interests in the Shares" is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) After making reasonable inquiry, neither the Purchaser nor RCBA knows whether any executive officer, director or affiliate of the Company or any person enumerated in General Instruction C to Schedule 13E-3 will tender Shares owned by such person or entity pursuant to the Offer. (b) The information set forth in the Offer to Purchase under "Special Factors -- No Recommendation" and " -- Perspective of the Managers and the Purchaser on the Offer" is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTIONS. (a) The information set forth in the Offer to Purchase under "Introduction" is incorporated herein by reference. (b)-(c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a)(1)-(2) The information set forth in the "Item 7. Financial Statements" section of Annex I to the Offer to Purchase is incorporated herein by reference. (a)(3)-(4) The information set forth in the Offer to Purchase under "The Tender Offer -- Certain Information Concerning the Company -- Certain Financial Information" is incorporated herein by reference. (b) Not Applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) None. (b) The answer to Item 8 of the Schedule 14D-1 is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The answer to Item 10 of the Schedule 14D-1 is incorporated herein by reference. 4 6 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) None. (b) Sedway Report, dated July 27, 1997. (c) None. (d)(1) Offer to Purchase, dated April 1, 1998. (d)(2) Letter of Transmittal with respect to the Shares. (d)(3) Letter from Georgeson & Company Inc. to brokers, dealers, banks, trust companies and nominees. (d)(4) Letter to be sent by brokers, dealers, banks, trust companies and nominees to their Clients. (d)(5) Notice of Guaranteed Delivery. (d)(6) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (d)(7) Supplement dated April 16, 1998 to the Offer to Purchase dated April 1, 1998 (e) Not applicable. (f) Not applicable.
5 7 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 16, 1998 /s/ MURRAY A. INDICK -------------------------------- Richard C. Blum By: Murray A. Indick, Attorney-in-Fact 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 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 8 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGES - ------- ------- ------------ (a) None. (b) Sedway Report, dated July 27, 1997. (c) None. (d)(1) Offer to Purchase, dated April 1, 1998. (d)(2) Letter of Transmittal with respect to the Shares. (d)(3) Letter from Georgeson & Company Inc. to brokers, dealers, banks, trust companies and nominees. (d)(4) Letter to be sent by brokers, dealers, banks, trust companies and nominees to their Clients. (d)(5) Notice of Guaranteed Delivery. (d)(6) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (e) Not applicable. (f) Not applicable.
EX-99.D.7 2 SUPPLEMENT DATED 4/16/98 TO THE OFFER TO PURCHASE 1 SUPPLEMENT DATED APRIL 16, 1998 TO OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING MEMBERSHIP INTERESTS, NO PAR VALUE, (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE ADDITIONAL MEMBERSHIP INTERESTS) OF TRIAD PARK, LLC AT $1.84 NET PER SHARE BY TPL ACQUISITION, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 29, 1998, UNLESS THE OFFER IS EXTENDED. To the Holders of Shares of Triad Park, LLC: This Supplement amends and supplements the Offer to Purchase dated April 1, 1998 (the "Offer to Purchase"), as amended on April 6, 1998, of TPL Acquisition, LLC, a Delaware limited liability company (the "Purchaser"), solely managed by Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA"), and, upon consummation of the Offer, intended to be co-managed with Pell Development Company, a California sole proprietorship ("Pell" and, together with RCBA, the "Managers"), with respect to the tender offer made by the Purchaser, RCBA, Pell Development Company and Richard C. Blum to purchase all outstanding membership interests, no par value (the "Membership Interests") of Triad Park, LLC, a Delaware limited liability company (the "Company"), including the associated rights to purchase Membership Interests issued pursuant to the Rights Plan (as such term is defined herein) (the "Rights" and together with Membership Interests, the "Shares"), at a price of $1.80 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Supplement, the Offer to Purchase and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Offer. 1. The Purchaser has determined to increase the Offer Price from $1.80 per Share to $1.84 per Share. All references to the Offer Price of "$1.80" per Share in the Offer to Purchase are hereby replaced by "$1.84" per Share. 2. The first paragraph of Section 9 on page 26 of the Offer is hereby amended and restated in its entirety as follows: The total amount of funds required to purchase all of the Shares pursuant to the Offer is estimated to be $32,560,576. Purchaser has received from various investors and maintains in a separate account solely for the purchase of the Shares $32,560,576. Purchaser commits that, following consummation of the Offer and payment for the Shares tendered, it will maintain in a separate account whatever amounts remain pending completion of the second step merger. 3. The following new paragraph is hereby added after the fourth full paragraph on page 9 of the Offer: The Purchaser understands that discussions between TKG and the Company continued following the announcement of the Offer. On or about April 10, 1998, the Company informed the Purchaser that it might have to consider a merger offer from TKG unless the Purchaser increased its Offer Price and waived the no material adverse change condition to the extent of litigation commenced by TKG. Thereafter, the Purchaser decided to raise the Offer Price to $1.84 per Share and to waive the no material adverse change condition to the extent set forth in paragraph 7 of the Supplement. 4. The third paragraph of Section 8 on page 26 of the Offer is hereby amended and restated in its entirety as follows: Pell is a California sole proprietorship co-owned by Joseph Pell and Eda Pell. Pell has been in the real estate development business for more than 35 years and owns and manages more than 1 million square feet of commercial property, primarily located in the San Francisco bay area. Included in those holdings are 90 acres of industrial/retail land in Livermore, a few miles from the Triad Park property, where Pell has developed and built more than 250,000 2 square feet of industrial space, and a large retail center. Among other projects, Pell developed and built three downtown San Francisco high rise office buildings and a 215,000 square feet mid-rise office building in San Francisco's South of Market Financial District. In Marin County, California, Pell also built and owns 5 office buildings, and over 450 residential units. Pell's principal executive office is located at 100 Smith Ranch Road, Suite 325, San Rafael, California 94903. Pell, Joseph Pell and Eda Pell were investors in the Purchaser in connection with the offer made on March 11, 1998 and subsequently amended (see Discussions with Third Parties), and have not had any other contacts with the Company prior to this Offer. Pell, Joseph Pell and Eda Pell have no direct or indirect interest in any Shares of the Company and disclaim any beneficial interest in the Shares owned by Richard C. Blum or by entities controlled by RCBA. For purposes of this Offer, RCBA, Pell and Richard C. Blum may be deemed to be co-bidders with the Purchaser. 5. The second sentence in the first full paragraph on page 2 of the Offer and the second sentence of the second paragraph under the section entitled "Available Information" on page 25 of the Offer are hereby deleted in their entirety. 6. The second sentence of the first paragraph in Section 3 on page 20 of the Offer is hereby amended and restated in its entirety as follows: Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn after May 30, 1998. 7. The phrase "sole discretion" in the second sentence of Section 4 on page 20 of the Offer is hereby amended and restated as "reasonable discretion." 8. The phrase "or (v) at any time on or after commencement of the Offer and before the acceptance of such Shares for payment or the payment therefor, " in Section 11 on page 27 of the Offer is hereby amended and restated as follows: or (v) at any time on or after commencement of the Offer and before the Expiration Date, 9. The following proviso is hereby added at the end of Section 11(c) on page 28 of the Offer after the word "Purchaser": PROVIDED, HOWEVER, that, solely for this Section 11(c), the initiation of any lawsuit, arbitration, mediation or other proceeding by TKG Acquisition, LLC, TKG, John Kontrabecki, Lehman Brothers or any of their affiliates against the Company, RCBA, or their officers, board members, managers, shareholders or affiliates, regardless of the legal or equitable theory and regardless of the amount of damages or other relief sought, shall not constitute a "change" permitting the Purchaser to terminate or amend the Offer pursuant to this Section 11(c)." Questions and requests for assistance should be directed to the Information Agent at its respective address or telephone numbers set forth below. Additional copies of this Supplement, the Offer to Purchase, the Letter of Transmittal and all other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: Georgeson & Company Inc. Logo Wall Street Plaza New York, New York 10005 (800) 223-2064 (TOLL FREE) (212) 440-9800 (CALL COLLECT) -----END PRIVACY-ENHANCED MESSAGE-----