<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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AMENDMENT NO. 13
TRIAD PARK, LLC
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(NAME OF SUBJECT COMPANY)
TPL ACQUISITION, LLC
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(BIDDER)
RICHARD C. BLUM & ASSOCIATES, L.P.
PELL DEVELOPMENT COMPANY
RICHARD C. BLUM
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(CO-BIDDERS)
MEMBERSHIP INTEREST, NO PAR VALUE (THE "SHARES")
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(TITLE OF CLASS OF SECURITIES)
895814101
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(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)
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<PAGE> 2
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 2 of 13 Pages
<S> <C> <C>
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
</TABLE>
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<PAGE> 3
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 3 of 13 Pages
<S> <C> <C>
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
</TABLE>
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<PAGE> 4
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 4 of 13 Pages
<S> <C> <C>
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
</TABLE>
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<PAGE> 5
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 5 of 13 Pages
<S> <C> <C>
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)
</TABLE>
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<PAGE> 6
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 6 of 13 Pages
<S> <C> <C>
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)
</TABLE>
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<PAGE> 7
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 7 of 13 Pages
<S> <C> <C>
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
</TABLE>
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<PAGE> 8
SCHEDULE 14D-1
<TABLE>
<CAPTION>
CUSIP No. 89581401 Page 8 of 13 Pages
<S> <C> <C>
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
</TABLE>
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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.
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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
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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
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Exhibit Sequentially
Number ------- Numbered
------ Pages
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<S> <C> <C>
(a)(11) Press release issued by RCBA on April 29, 1998 relating
to the termination of the Offer.
</TABLE>
<PAGE> 1
EXHIBIT (a)(11)
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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."
