<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. 2)
AND SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
--------------------
AMENDMENT NO. 12
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
CUSIP No. 89581401 Page 2 of 13 Pages
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, IN
Page 2
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SCHEDULE 14D-1
CUSIP No. 89581401 Page 3 of 13 Pages
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
Page 3
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SCHEDULE 14D-1
CUSIP No. 89581401 Page 4 of 13 Pages
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
Page 4
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SCHEDULE 14D-1
CUSIP No. 89581401 Page 5 of 13 Pages
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)
Page 5
<PAGE> 6
SCHEDULE 14D-1
CUSIP No. 89581401 Page 6 of 13 Pages
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)
Page 6
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SCHEDULE 14D-1
CUSIP No. 89581401 Page 7 of 13 Pages
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
Page 7
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SCHEDULE 14D-1
CUSIP No. 89581401 Page 8 of 13 Pages
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
Page 8
<PAGE> 9
AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 12 TO SCHEDULE 13D
This Amendment (this "Amendment") constitutes (i) Amendment
No. 2 to the Tender Offer Statement on Schedule 14D-1 originally filed on April
1, 1998 (the "Schedule 14D-1"), and amended on April 6, 1998, 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 $1.80 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"), and in the
related Letter of Transmittal, copies of which are attached to the Schedule
14D-1 as Exhibits (a) (1) and (a) (2), respectively (which collectively
constitute the "Offer"); and (ii) Amendment No. 12 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 and
supplements the Schedule 14D-1 and Schedule 13D.
All capitalized terms used in this Amendment without
definition have the meanings attributed to them in the Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby
amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby supplemented and amended by incorporating by
reference the information set forth in Section 8 of the Offer as supplemented by
paragraph 4 of the Supplement dated April 6, 1998 to the Offer to Purchase (the
"Supplement"), a copy of which is attached hereto as Exhibit (a)(9).
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY
Item 3 is hereby supplemented and amended by incorporating by
reference the information set forth in "Discussions with Third Parties" and
Section 8 of the Offer as supplemented by paragraphs 3 and 4 of the Supplement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 is hereby supplemented and amended by incorporating by
reference the information set forth in Section 9 of the Offer as supplemented by
paragraphs 1 and 2 of the Supplement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby supplemented and amended by incorporating by
reference the information set forth in Section 8 of the Offer as supplemented by
paragraph 4 of the Supplement.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES
Item 7 is hereby supplemented and amended by incorporating by
reference the information set forth in Section 8 of the Offer as supplemented by
paragraph 4 of the Supplement.
Page 9
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ITEM 10. ADDITIONAL INFORMATION
(a)-(e) None.
(f) The information set forth in the Offer is hereby supplemented and
amended to incorporate by reference the information set forth in the Supplement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby supplemented and amended by adding the
following exhibits:
(a)(9) Supplement dated April 16, 1998 to the Offer to
Purchase dated April 1, 1998.
(a)(10) Press release issued by RCBA on April 13, 1998
relating to Supplement.
Page 10
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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 16, 1998
<TABLE>
<S> <C>
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
-------------------------
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
</TABLE>
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INDEX OF EXHIBITS
Exhibit Exhibit Sequentially
Number ------- Numbered
- ------ Pages
-----
(a)(9) Supplement dated April 16, 1998 to the Offer to Purchase (the
"Supplement").
(a)(10) Press release issued by RCBA on April 13, 1998 relating to Supplement.
Page 12
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SUPPLEMENT DATED APRIL 16, 1998 TO
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING MEMBERSHIP INTERESTS, NO PAR VALUE,
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
ADDITIONAL MEMBERSHIP INTERESTS)
OF
TRIAD PARK, LLC
AT $1.84 NET PER SHARE
BY
TPL ACQUISITION, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON APRIL 29, 1998, UNLESS THE OFFER IS EXTENDED.
To the Holders of Shares of
Triad Park, LLC:
This Supplement amends and supplements the Offer to Purchase dated April 1,
1998 (the "Offer to Purchase"), as amended on April 6, 1998, of TPL Acquisition,
LLC, a Delaware limited liability company (the "Purchaser"), solely 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"), with respect to the tender offer made by the Purchaser,
RCBA, Pell Development Company and Richard C. Blum 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 Rights
Plan (as such term is defined herein) (the "Rights" and together with Membership
Interests, the "Shares"), at a price of $1.80 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 this Offer to Purchase and in the related Letter
of Transmittal (which, as amended from time to time, together constitute the
"Offer"). This Supplement, the Offer to Purchase and the related Letter of
Transmittal contain important information which should be read before any
decision is made with respect to the Offer.
1. The Purchaser has determined to increase the Offer Price from $1.80 per
Share to $1.84 per Share. All references to the Offer Price of "$1.80" per Share
in the Offer to Purchase are hereby replaced by "$1.84" per Share.
2. The first paragraph of Section 9 on page 26 of the Offer is hereby
amended and restated in its entirety as follows:
The total amount of funds required to purchase all of the Shares
pursuant to the Offer is estimated to be $32,560,576. Purchaser has received
from various investors and maintains in a separate account solely for the
purchase of the Shares $32,560,576. Purchaser commits that, following
consummation of the Offer and payment for the Shares tendered, it will
maintain in a separate account whatever amounts remain pending completion of
the second step merger.
3. The following new paragraph is hereby added after the fourth full
paragraph on page 9 of the Offer:
The Purchaser understands that discussions between TKG and the Company
continued following the announcement of the Offer. On or about April 10,
1998, the Company informed the Purchaser that it might have to consider a
merger offer from TKG unless the Purchaser increased its Offer Price and
waived the no material adverse change condition to the extent of litigation
commenced by TKG. Thereafter, the Purchaser decided to raise the Offer Price
to $1.84 per Share and to waive the no material adverse change condition to
the extent set forth in paragraph 7 of the Supplement.
4. The third paragraph of Section 8 on page 26 of the Offer is hereby
amended and restated in its entirety as follows:
Pell is a California sole proprietorship co-owned by Joseph Pell and Eda
Pell. Pell has been in the real estate development business for more than 35
years and owns and manages more than 1 million square feet of commercial
property, primarily located in the San Francisco bay area. Included in those
holdings are 90 acres of industrial/retail land in Livermore, a few miles
from the Triad Park property, where Pell has developed and built more than
250,000
<PAGE> 2
square feet of industrial space, and a large retail center. Among other
projects, Pell developed and built three downtown San Francisco high rise
office buildings and a 215,000 square feet mid-rise office building in San
Francisco's South of Market Financial District. In Marin County, California,
Pell also built and owns 5 office buildings, and over 450 residential units.
Pell's principal executive office is located at 100 Smith Ranch Road, Suite
325, San Rafael, California 94903.
Pell, Joseph Pell and Eda Pell were investors in the Purchaser in
connection with the offer made on March 11, 1998 and subsequently amended
(see Discussions with Third Parties), and have not had any other contacts
with the Company prior to this Offer. Pell, Joseph Pell and Eda Pell have no
direct or indirect interest in any Shares of the Company and disclaim any
beneficial interest in the Shares owned by Richard C. Blum or by entities
controlled by RCBA.
For purposes of this Offer, RCBA, Pell and Richard C. Blum may be deemed
to be co-bidders with the Purchaser.
5. The second sentence in the first full paragraph on page 2 of the Offer
and the second sentence of the second paragraph under the section entitled
"Available Information" on page 25 of the Offer are hereby deleted in their
entirety.
6. The second sentence of the first paragraph in Section 3 on page 20 of the
Offer is hereby amended and restated in its entirety as follows:
Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided herein, may also be withdrawn after May 30, 1998.
7. The phrase "sole discretion" in the second sentence of Section 4 on page
20 of the Offer is hereby amended and restated as "reasonable discretion."
8. The phrase "or (v) at any time on or after commencement of the Offer and
before the acceptance of such Shares for payment or the payment therefor, " in
Section 11 on page 27 of the Offer is hereby amended and restated as follows:
or (v) at any time on or after commencement of the Offer and before the
Expiration Date,
9. The following proviso is hereby added at the end of Section 11(c) on page
28 of the Offer after the word "Purchaser":
PROVIDED, HOWEVER, that, solely for this Section 11(c), the initiation
of any lawsuit, arbitration, mediation or other proceeding by TKG
Acquisition, LLC, TKG, John Kontrabecki, Lehman Brothers or any of their
affiliates against the Company, RCBA, or their officers, board members,
managers, shareholders or affiliates, regardless of the legal or equitable
theory and regardless of the amount of damages or other relief sought, shall
not constitute a "change" permitting the Purchaser to terminate or amend the
Offer pursuant to this Section 11(c)."
Questions and requests for assistance should be directed to the Information
Agent at its respective address or telephone numbers set forth below. Additional
copies of this Supplement, the Offer to Purchase, the Letter of Transmittal and
all other tender offer materials may be obtained from the Information Agent as
set forth below, and will be furnished promptly at the Purchaser's expense. You
may also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Georgeson & Company Inc. Logo
Wall Street Plaza
New York, New York 10005
(800) 223-2064
(TOLL FREE)
(212) 440-9800
(CALL COLLECT)
<PAGE> 1
EXHIBIT (A)(10)
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 INCREASES PRICE FOR TENDER OFFER FOR TRIAD PARK
(TICKER: TDPK) TO $1.84 PER SHARE
SAN FRANCISCO,CA--April 13, 1998--Richard C. Blum & Associates ("RCBA")
announced today that its affiliate TPL Acquisition, LLC had amended its
previously announced cash tender offer for all the outstanding membership
interests (the "Shares") of Triad Park, LLC, a Delaware limited liability
company, by increasing the tender offer price from $1.80 per Share to $1.84 per
Share. The other terms and conditions in the tender offer are unchanged.
