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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TRIAD PARK, LLC
(NAME OF SUBJECT COMPANY)
TRIAD PARK, LLC
(NAME OF PERSON(S) FILING STATEMENT)
MEMBERSHIP INTERESTS, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
895814 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
STANLEY F. MARQUIS
SECRETARY
TRIAD PARK, LLC
3055 TRIAD DRIVE
LIVERMORE, CA 94550
(510) 449-0606
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF PERSON(S) FILING STATEMENT)
COPY TO:
EDWARD S. MERRILL, ESQ.
MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
3150 PORTER ROAD
PALO ALTO, CA 94304
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed on April
8, 1998 by Triad Park, LLC, a Delaware limited liability company (the
"Company"), relating to the offer by TPL Acquisition, LLC, a Delaware limited
liability company ("Purchaser"), currently managed solely by Richard C. Blum &
Associates, L.P., a California limited partnership ("RCBA"), to purchase all of
the Company's outstanding membership interests, no par value (the "Shares") at a
price of $1.84 per Share, net to the seller in cash, on the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 1, 1998, as
amended on April 6 and April 16, 1998 (the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which were attached thereto as Exhibits
1 and 2, respectively (which collectively constitute the "Offer").
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The response to Item 4 is amended and supplemented as follows:
(a) The Advisory Board is recommending that the Company's shareholders
reject the Offer and not tender their Shares. Because of the proposed merger at
a higher price discussed below, the Advisory Board does not believe that the
Offer is fair to and in the best interests of the Company's shareholders.
(b) Background of the Transaction; Past Contacts, Transactions and
Negotiations with RCBA and Purchaser.
On April 24, 1998, the Company entered into an Agreement and Plan of
Merger by and among TKG, TKG Acquisition Company, LLC ("TKG Acquisition") and
the Company (the "April 24 TKG Merger Agreement"). Under the terms of the April
24 TKG Merger Agreement, TKG Acquisition will be merged into the Company and the
Shares will be exchanged for $1.90 per Share in cash. In addition, the per Share
purchase price will be increased by one-half of one cent ($0.005) for each week
that the merger closing date is deferred or extended past June 15, 1998. A full
copy of the April 24 TKG Merger Agreement is attached to the Company's Form 8-K
which is being filed contemporaneously with this Amendment No. 1.
Reasons for the Recommendation of the Advisory Board.
At a meeting on April 24, 1998, the Advisory Board met to consider the
proposal from TKG which eventually lead to the April 24 TKG Merger Agreement.
After unanimously approving the April 24 TKG Merger Agreement and the
transactions contemplated thereby, the Advisory Board unanimously agreed to
recommend that the Company's shareholders reject the Offer and not tender their
Shares. In light of the execution of the April 24 TKG Merger Agreement, the
Advisory Board does not believe that the Offer is fair to and in the best
interests of the Company's shareholders.
In so doing, the Advisory Board considered, among other factors, the
following:
(i) the fact that the $1.90 per Share to be received by shareholders
under the April 24 TKG Merger Agreement represents an increase of $0.06 per
Share over the $1.84 per Share to be received by shareholders under the Offer;
(ii) the fact that although the parties believe that the transactions
contemplated by the April 24 TKG Merger Agreement can be closed by May 29, 1998,
if the closing is extended beyond June 15, 1998, the purchase price will be
increased by one-half of one cent ($0.005) for each week that the closing date
is deferred or extended past such date; and
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(iii) the fact that RCBA, the Purchaser or any other bidder is free to
make an offer for the Company. The Company may consider new offers under certain
provisions contained in the April 24 TKG Merger Agreement if it receives an
offer which meets the definition of "Superior Proposal" contained therein.
In view of the variety of factors considered by the Advisory Board, the
Advisory Board did not find it practical to, and did not, quantify or otherwise
assign relative weights to the foregoing factors or determine that any factor
was of particular importance. Rather, the Advisory Board viewed its
recommendation as being based on the totality of the information presented to
and considered by it.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is supplemented by adding thereto the
following information:
Exhibit 4 Text of Press Release, dated April 25, 1998.
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SIGNATURE
After reasonable 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.
April 28, 1998
TRIAD PARK, LLC
/s/ Stanley F. Marquis
By ______________________________
Stanley F. Marquis
Secretary
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News From:
TRIAD PARK, LLC OTC BB: `TDPK'
Contact: Stan Marquis
510 449-0606, ext. 6300
TRIAD PARK LLC BOARD RECOMMENDS ACCEPTING MERGER PROPOSAL
LIVERMORE, Calif., April 25, 1998 -- The Advisory Board of Triad Park, LLC
("Triad Park") today announced Triad Park has entered into a merger agreement
with TKG Acquisition Company, LLC ("TKG Acquisition"). The Advisory Board is
recommending that the members of Triad Park approve the merger proposal from TKG
Acquisition under which all outstanding membership interests in Triad Park would
be exchanged for $1.90 per share in cash. In addition, the per share purchase
price will be increased by one-half of one cent ($0.005) for each week that the
merger closing date is deferred or extended past June 15, 1998. Under the terms
of the merger agreement, TKG Acquisition is entitled to a break-up fee of
$1,200,000 in the event that the Advisory Board approves a superior proposal.
The Advisory Board also announced that it will not redeem or take any other
action with respect to its "poison pill" Rights Plan. Redemption of the Rights
Plan is a condition precedent to the consummation of the outstanding tender
offer of Richard C. Blum & Associates, L.P., which is currently scheduled to
close at midnight, Wednesday, April 29.
TKG Acquisition and Triad Park have agreed that, subject to shareholder
approval, Triad Park will merge with TKG Acquisition, which is affiliated with
The Kontrabecki Group, Inc. (d/b/a TKG International) of San Mateo, California.
As a result of the merger, TKG Acquisition will be merged into Triad Park and
the shareholders will receive all cash and not be subject to the obligations of
Triad Park. TKG Acquisition is expected to be controlled by The Kontrabecki
Group, Inc.
Triad Park was created in February 1997 upon the acquisition of Triad Systems
Corporation by Cooperative Computing, Inc., of Austin, Texas. Shareholders of
Triad System Corporation received one Triad Park membership share for each share
of Triad Systems Corporation common stock. Triad Park's assets consist of
approximately 300 acres of property formerly owned by Triad Systems Corporation
and the company's 220,000-square-foot headquarters facility. Triad Park also
assumed approximately $20.7 million of indebtedness previously secured by the
spun-off real estate and was formed to liquidate its real estate portfolio, with
proceeds used to pay expenses (including taxes), repay secured debt and
distribute any remaining proceeds to holders of Triad Park membership interests.
