-----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, UfRuMTqGqvZ3FNseFy4v+lYZm99wHLku8AHbtCNi63XtJE49xRglVTZFyAc8sevh vt0fVnuasQ2lcmQ5mRAAzg== 0001037037-97-000004.txt : 19970912 0001037037-97-000004.hdr.sgml : 19970912 ACCESSION NUMBER: 0001037037-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970909 ITEM INFORMATION: FILED AS OF DATE: 19970910 SROS: NONE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-22343 FILM NUMBER: 97678562 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 8-K 1 CIK:0001037037 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) September 9, 1997 TRIAD PARK, LLC (Exact name of registrant as specified in its charter) DELAWARE 0-22343 94-3264115 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3055 TRIAD DRIVE LIVERMORE, CALIFORNIA 94550 (Address of principal executive offices) (510) 449-0606 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events On September 9, 1997, TPL Acquisition, LLC ("Acquisition"), Richard C. Blum & Associates, LP ("RCBA") and Triad Park, LLC (the "Company") entered into a definitive agreement (the "Merger Agreement") by which Acquisition would acquire the Company in a cash merger at $1.32 per membership interest of the Company ("Share"). RCBA has agreed to cause Acquisition to be adequately capitalized to satisfy its obligations under the Merger Agreement. RCBA presently beneficially owns 1,998,158 Shares. The Company had 19,708,123 Shares outstanding as of September 9, 1997. The transaction is subject to, among other things, Company shareholder approval, regulatory approvals and other customary conditions. The transaction is expected to close by January 31, 1998. The terms of the transaction were unanimously approved by the Company's Advisory Board at a special meeting on September 8, 1997. Until the date the transaction is approved by the Company's shareholders, the Company may not solicit alternative acquisition proposals but may receive unsolicited proposals. If the Company's Advisory Board finds that an alternative acquisition proposal is superior to the transaction with RCBA, it may terminate the agreement with RCBA upon payment of a break-up fee of $1.3 million. In anticipation of the transaction, Richard C. Blum, a principal of RCBA, agreed to sell his shares of 3055 Management Corp., the Company's manager (the "Manager"), to the two other shareholders of the Manager. Mr. Blum had previously resigned from the Manager's Board of Directors. The sale of Mr. Blum's shares of the Manager will have no net effect on the number of Shares outstanding or on the number of Shares beneficially held by RCBA or by the other shareholders of the Manager. Reference is made to the agreement between the Company, Acquisition and RCBA dated September 9, 1997 attached as exhibit 2.1 to this Form 8-K Current Report. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement of Merger dated as of September 9, 1997, by and between TPL Acquisition, LLC, Richard C. Blum & Associates, LP and Triad Park, LLC. 99(1) Press Release dated September 9, 1997 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. Dated: September 10, 1997 TRIAD PARK, LLC By: 3055 MANAGEMENT CORP., its Manager By: /s/JAMES R. PORTER James R. Porter Vice President, Secretary and Chief Financial Officer INDEX TO EXHIBITS 2.1 Agreement of Merger dated as of September 9, 1997, by and between TPL Acquisition, LLC, Richard C. Blum & Associates, LP and Triad Park, LLC. 99(1) Press Release dated September 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----