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
