-----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, QHEWnO1sKS+mzF+fbLJqwVDFhxc9tEs8M5/G9tEFJUrnqBBKgxDx8Mow30iq3zua CUW0eNOz8YvtbvJHsMZ0/Q== 0000950133-98-001600.txt : 19980504 0000950133-98-001600.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950133-98-001600 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980430 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-51409 FILM NUMBER: 98605109 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 14D1/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 14D1/A 1 14D-1 (AMENDMENT NO.3) AND 13D (AMENDMENT NO.13) 1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 (FINAL)) AND SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 ----------- AMENDMENT NO. 13 TRIAD PARK, LLC ----------- (NAME OF SUBJECT COMPANY) TPL ACQUISITION, LLC ----------- (BIDDER) RICHARD C. BLUM & ASSOCIATES, L.P. PELL DEVELOPMENT COMPANY RICHARD C. BLUM ----------- (CO-BIDDERS) MEMBERSHIP INTEREST, NO PAR VALUE (THE "SHARES") ----------- (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. 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CALIFORNIA 94133 TELEPHONE: (415) 434-1111 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) ===================================================================== 2 SCHEDULE 14D-1
CUSIP No. 89581401 Page 2 of 13 Pages 1 NAME OF REPORTING PERSON Richard C. Blum & Associates, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* PN, IA
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CUSIP No. 89581401 Page 3 of 13 Pages 1 NAME OF REPORTING PERSON Richard C. Blum & Associates, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* CO
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CUSIP No. 89581401 Page 4 of 13 Pages 1 NAME OF REPORTING PERSON Richard C. Blum S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* IN
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CUSIP No. 89581401 Page 5 of 13 Pages 1 NAME OF REPORTING PERSON TPL Acquisition, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* OO (limited liability company)
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CUSIP No. 89581401 Page 6 of 13 Pages 1 NAME OF REPORTING PERSON Pell Development Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* OO (sole proprietorship)
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CUSIP No. 89581401 Page 7 of 13 Pages 1 NAME OF REPORTING PERSON Joseph Pell S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* IN
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CUSIP No. 89581401 Page 8 of 13 Pages 1 NAME OF REPORTING PERSON Eda Pell S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,012,158 BY EACH REPORTING PERSON 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ] CERTAIN SHARES* 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10.2% 10 TYPE OF REPORTING PERSON* IN
Page 8 9 AMENDMENT NO. 3 (FINAL) TO SCHEDULE 14D-1/AMENDMENT NO. 13 TO SCHEDULE 13D This Statement constitutes (i) Amendment No. 3 (Final) to the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on April 1, 1998, as previously amended (the "Schedule 14D-1"), relating to the offer by TPL Acquisition, LLC, a Delaware limited liability company (the "Purchaser"), 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"), relating to the offer by the Purchaser 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 Company's Rights Plan (as such term is defined in the Offer to Purchase) (the "Rights" and together with Membership Interests, the "Shares"), at a price of $1.84 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 the Offer to Purchase, dated April 1, 1998 (the "Offer to Purchase"), as amended; and (ii) Amendment No. 13 to the Schedule 13D (the "Schedule 13D"), filed by RCBA and its affiliates (along with TPL Acquisition, LLC, the "Blum Reporting Persons"), and Pell Development Company, Joseph Pell and Eda Pell (the "Pell Reporting Persons"). This Amendment amends the Schedule 14D-1 and Schedule 13D. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. The Offer expired as scheduled at 12:00 midnight, New York City time, on April 29, 1998. As of such time the conditions to the Offer had not been satisfied. As a result, Purchaser terminated the Offer in accordance with the terms of the Offer. No Shares were accepted for payment pursuant to the Offer, and any Shares tendered will be promptly returned. A copy of the press release dated April 29, 1998 with respect to the expiration of the Offer is attached as Exhibit (a)(11) to this Statement, and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby supplemented and amended by adding the following exhibits: (a)(11) Press release issued by RCBA on April 29, 1998 relating to the termination of the Offer. Page 9 10 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. Dated: April 29, 1998 RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC. By /s/ Murray A. Indick By /s/ Murray A. Indick --------------------------------- ------------------------------- Murray A. Indick Murray A. Indick Managing Director Managing Director, General Counsel and General Counsel and Secretary TPL ACQUISITION, LLC /s/ Murray A. Indick By: Richard C. Blum & Associates, L.P. ----------------------------------- Its Managing Member RICHARD C. BLUM By: Richard C. Blum & Associates, By Murray A. Indick, Attorney-in-Fact Inc., its sole general partner By: /s/ Murray A. Indick ------------------------- Murray A. Indick Managing Director and General Counsel PELL DEVELOPMENT COMPANY By /s/ Joseph Pell /s/ Joseph Pell --------------------------------- ----------------------------------- Joseph Pell JOSEPH PELL Owner /s/ Eda Pell ----------------------------------- EDA PELL Page 10 11 INDEX OF EXHIBITS
Exhibit Exhibit Sequentially Number ------- Numbered ------ Pages ----- (a)(11) Press release issued by RCBA on April 29, 1998 relating to the termination of the Offer.
EX-99.A.11 2 PRESS RELEASE 1 EXHIBIT (a)(11) --------------- RICHARD C. BLUM & ASSOCIATES, L.P. 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CA 94133-4625 FAX: (415) 434-3130 TELEPHONE: (415) 434-1111 News From: Richard C. Blum & Associates, L.P. Contact: Rick Mariano, 415/434-1111 RICHARD C. BLUM & ASSOCIATES WITHDRAWS TENDER OFFER FOR TRIAD PARK (TICKER: TDPK) SAN FRANCISCO,CA--April 29, 1998--Richard C. Blum & Associates ("RCBA") announced today that its affiliate, TPL Acquisition, LLC, had withdrawn its previously announced cash tender offer for all the outstanding membership interests (the "Shares") of Triad Park, LLC, a Delaware limited liability company, for $1.84 per Share. RCBA withdrew its tender offer after Triad Park announced that the company had entered into a merger agreement with The Kontrabecki Group, Inc. ("TKG"), and would not redeem the company's poison pill. Rick Mariano, RCBA's Director, Real Estate Investments, stated: "While we regret not acquiring control of Triad Park at this time, we appreciate having helped Triad Park shareholders achieve value for their interests. Last year, when Triad Systems Corp. was sold, RCBA suggested that Triad shareholders (including RCBA as a 10% owner) would benefit if the real estate assets at Triad Park were liquidated separately - instead of selling those real estate assets for as little as $0.71 per share (the appraised value at that time). RCBA's strategy has proven correct. The separate liquidation of the real estate assets should yield Triad shareholders up to $1.20 more per share, if TKG closes its deal on a timely basis. We note that all funds necessary to close our tender offer were in the bank, and trust that the Triad Park Advisory Board has absolute confidence in TKG's ability and willingness to close its transaction." -----END PRIVACY-ENHANCED MESSAGE-----