-----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, QW7Iq0beEeF64i++Fn9wswjSPp9pBTAyXAXpdb09TFZ6LkVAcB2Q4VJHLqeBujV0 bEWyHY1ghggnaCDYgMpSNg== 0001013594-97-000038.txt : 19970926 0001013594-97-000038.hdr.sgml : 19970926 ACCESSION NUMBER: 0001013594-97-000038 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970925 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 13D SEC ACT: SEC FILE NUMBER: 005-51409 FILM NUMBER: 97685580 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: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129746000 MAIL ADDRESS: STREET 1: 712 FIFTH AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in statements filed pursuant to 13d-1(a) and amendments thereto filed pursuant to 13d-2(a) (Amendment No. )* TRIAD PARK, LLC (Name of Issuer) Membership Interests, No Par Value (Title of Class of Securities) (CUSIP Number) Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the Following Pages) Page 1 of 8 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Manchester Securities Corp., a New York Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,914,760 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,914,760 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,914,760 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.71% 14 TYPE OF REPORTING PERSON* BD; CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. Security and Issuer This statement relates to the Membership Interests, no par value (the "Membership Interests"), of Triad Park, LLC (the "Issuer"). The Issuer's principal executive office is located at 3055 Triad Drive, Livermore, California 94550. ITEM 2. Identity and Background (a)-(c) The name of the person filing this statement on Schedule 13D is: Manchester Securities Corp., a New York corporation ("Manchester"). Manchester is a registered broker- dealer, wholly-owned by Elliott Associates, L.P., a Delaware limited partnership ("Elliott"). Paul E. Singer ("Singer") and Braxton Associates, L.P., a Delaware limited partnership ("Braxton LP"), which is controlled by Singer, are the general partners of Elliott. MANCHESTER The business address of Manchester is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Manchester is to act as a registered broker-dealer. The name, business address and principal occupation or employment of each director and executive officer of Manchester are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley International, Inc., a Delaware corporation ("Martley") ELLIOTT The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Elliott is to purchase, sell, trade and invest in securities. SINGER Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Singer's principal occupation or employment is that of serving as general partner of Elliott and Braxton LP and president of Martley. BRAXTON LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Braxton LP is the furnishing of investment advisory services. The names, business addresses, and present principal occupation or employment of the general partners of Braxton LP are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Braxton Associates, Inc. 712 Fifth Avenue 36th Floor New York, New York 10019 The principal business of Braxton Associates, Inc. is serving as general partner of Braxton LP The name, business address, and present principal occupation or employment of each director and executive officer of Braxton Associates, Inc. are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Manchester and Martley (d) and (e) During the last five years, none of the persons or entities above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons listed above are citizens of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration Manchester received 1,779,760 Membership Interests as a distribution in partial consideration for tendering its shares of common stock of Triad Systems Corporation pursuant to a tender offer made by CCI Acquisition Corp. pursuant to an Agreement and Plan of Merger, dated as of October 17, 1997, among Cooperative Computing, Inc., CCI Acquisition Corp. and Triad Systems Corporation. The source and amount of funds used by Manchester in making purchases of the remaining Membership Interests beneficially owned by it are set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Margin account maintained at $169,525.00 Merrill Lynch, Pierce, Fenner and Smith Inc. ITEM 4. Purpose of Transaction Manchester acquired the Membership Interests beneficially owned by it in the ordinary course of its trade or business of purchasing, selling, trading and investing in securities. Depending upon market conditions and other factors that it may deem material, Manchester may purchase additional Membership Interests or related securities or may dispose of all or a portion of the Membership Interests or related securities that it now beneficially owns or may hereafter acquire. Except as set forth below, Manchester has no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. Manchester recently sent a letter to the Issuer commenting on a recent merger proposal made by TPL Acquisition, LLC. A copy of this letter is attached as Exhibit A. ITEM 5. Interest in Securities of the Issuer (a) Manchester beneficially owns 1,914,760 Membership Interests, constituting 9.71% of the outstanding Membership Interests. (b) Manchester has the power to vote or direct the vote of, and to dispose or direct the disposition of, the Membership Interests beneficially owned by it. (c) The following transactions were effected by Manchester during the past sixty (60) days: Amount of Approximate Shares Price per Share Bought (exclusive Date Security (Sold) of commissions) 9/8/97 Membership Interest5,000 $1.145 9/12/97 Membership Interest50,000 $1.270 9/15/97 Membership Interest50,000 $1.25 9/18/97 Membership Interest30,000 $1.26 The above transactions were effected by Manchester over- the-counter in New York. Information regarding transactions effected by Manchester during the past sixty (60) days is set forth in Item 3 above and expressly incorporated by reference herein. No other transactions were effected by Manchester during the past sixty (60) days. (d) Elliott has a contractual right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Membership Interests beneficially owned by Manchester. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Manchester has entered into an equity swap agreement with a third party with respect to the economic performance of certain of its Membership Interests (comprising less than 5% of the outstanding Membership Interests). ITEM 7. Material to be Filed as Exhibits Exhibit A - Letter, dated September 25, 1997, from Manchester Securities Corp. to the Issuer. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: MANCHESTER SECURITIES CORP. September 25, 1997 By: Paul E. Singer President EXHIBIT A MANCHESTER SECURITIES CORP. 712 Fifth Avenue New York, New York 10019 Tel: (212) 974-2095 Fax: (212) 974-2093 September 25, 1997 Mr. James R. Porter Triad Park, LLC 3055 Triad Park Livermore, Ca 94550 Re: Offer from Richard C. Blum & Associates, L.P. Dear Mr. Porter: I understand that the Advisory Board of Triad Park, LLC ("Triad") has decided to recommend to the Triad members (i.e. shareholders) that they approve a merger proposal by TPL Acquisition, LLC ("TPL"), an affiliate of Richard C. Blum & Associates, L.P., under which TPL would acquire all shares of Triad for $1.32 per share. As a holder of almost 10% of the shares of Triad, Manchester Securities Corp. has a number of questions and concerns before deciding whether the offer is adequate. 1) The buildings and the land owned by Triad are located in a very strong real estate market. Given the high prices entities are paying for buildings such as those owned by Triad and the tremendous development opportunities available for the land, we have a serious concern about the adequacy of the offer by TPL. 2) We have a concern about the independence of this transaction. We understand that Richard Blum is part owner and a member of the board of 3055 Management Corp., the entity responsible for the management of Triad. Whenever there is an insider transaction such as this, where such insider has access to the best and most complete information on the assets as is the case here, such transaction must be held to the highest scrutiny. There needs to be an independent review of this transaction. 3) It is our opinion that in a good real estate market with high quality assets such as those owned by Triad, the way to achieve the highest price is through an auction process. As a large shareholder, we would like to know why an auction was not pursued? Over the past few months, on numerous occasions, I have tried unsuccessfully to get in touch with you to discuss the steps to be taken by the Advisory Board to maximize Triad's value for its shareholders. I am not at all convinced that the process you have undertaken and the acceptance of the TPL transaction maximizes such value. However, prior to coming to such a conclusion, I would like first to hear the responses of the Advisory Board to the issues raised above. I look forward to your responses as soon as possible. Sincerely yours, Andrew J. Kurtz cc: Stephen Schultz, Esq. Richard C. Blum -----END PRIVACY-ENHANCED MESSAGE-----