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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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TRIAD PARK, LLC
(Name of the Issuer)
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TPL ACQUISITION, LLC
Richard C. Blum
Richard C. Blum & Associates, LP
(Name of Person(s) Filing Statement)
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MEMBERSHIP INTERESTS, NO PAR VALUE
(Title of Class of Securities)
895814101
(CUSIP Number of Class of Securities)
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MURRAY A. INDICK, ESQ.
MANAGING DIRECTOR, GENERAL COUNSEL
RICHARD C. BLUM & ASSOCIATES, L.P.
900 MONTGOMERY STREET, SUITE 400
SAN FRANCISCO, CALIFORNIA 94133
TELEPHONE: (415) 434-1111
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
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This Statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials statement referred to
in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$31,852,737 $6,370.55
</TABLE>
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* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase by TPL ACQUISITION, LLC of 17,695,965
Shares (defined below) of the Issuer at a price per Share of $1.80 net to
the seller in cash. Such number of Shares represents all of the Shares
outstanding as of March 28, 1998, other than Shares held directly or
indirectly by Richard C. Blum & Associates, L.P. and Richard C. Blum.
** 1/50th of 1% of Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: 6,370.55
Form or Registration No.: Schedule 13E-3
Filing Party: TPL Aquisition, LLC
Date Filed: April 1, 1998
</TABLE>
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TENDER OFFER
This Rule 13e-3 Transaction Statement is filed by TPL Acquisition, LLC,
a Delaware limited liability company (the "Purchaser") Richard C. Blum and
Richard C. Blum & Associates, LP, a California limited partnership and
affilliate of Purchaser, relating to the offer by the Purchaser to purchase
all of the outstanding membership interests, no par value (the "Membership
Interests") of Triad Park, LLP (the "Issuer"), 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, dated April 1, 1998 (the
"Offer to Purchase")) (the "Rights" and together with the Membership Interests,
the "Shares"), at a price of $1.80 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively (which, as may be thereafter amended,
collectively constitute the "Offer").
The cross reference sheet below is being supplied pursuant to Instruction F
to Schedule 13E-3 and shows the location in the Schedule 14D-1, filed by the
Purchaser with the Securities and Exchange Commission contemporaneously herewith
(the "Schedule 14D-1"), of the information required to be included in response
to Items of this Schedule 13E-3. The information in the Schedule 14D-1 is
incorporated herein by reference.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings ascribed to such terms in Exhibit (a)(1) hereto, the
Offer to Purchase.
CROSS REFERENCE SHEET
WHERE LOCATED IN THE SCHEDULE
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 14D-1
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Items 1(a)-(c).............................................. Items 1(a)-(c)
Items 1(d)-(f).............................................. *
Item 2...................................................... Item 2
Item 3(a)(1)................................................ Item 3(a)
Item 3(a)(2)................................................ Item 3(b)
Item 3(b)................................................... *
Item 4(a)................................................... *
Item 4(b)................................................... **
Item 5...................................................... Item 5
Item 6(a)................................................... Item 4(a)
Item 6(b)................................................... *
Item 6(c)................................................... Item 4(b)
Item 6(d)................................................... Item 4(c)
Item 7(a)................................................... Item 5
Item 7(b)................................................... **
Items 7(c)-(d).............................................. *
Items 8(a)-(e).............................................. *
Item 8(f)................................................... **
Items 9(a)-(c).............................................. *
Item 10(a).................................................. Item 6(a)
Item 10(b).................................................. Item 6(b)
Item 11..................................................... Item 7
Item 12..................................................... *
Item 13(a).................................................. *
Items 13(b)-(c)............................................. **
Item 14(a).................................................. *
Item 14(b).................................................. **
Item 15(a).................................................. **
</TABLE>
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 14D-1
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<S> <C>
Item 15(b).................................................. Item 8
Item 16..................................................... Item 10(f)
Item 17(a).................................................. *
Items 17(b)-(c)............................................. Items 11(b)-(c)
Item 17(d).................................................. *
Item 17(e).................................................. *
Item 17(f).................................................. Item 11(f)
</TABLE>
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* Information in response to these Items of this Schedule 13E-3 is not required
to be included in the Schedule 14D-1.
** Not applicable.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Triad Park, LLP, a Delaware limited liability
company (the "Company"). The address of the Company's principal executive
offices is 3055 Triad Drive, Livermore, California 94550.
(b) The class of equity security to which this Rule 13e-3 Transaction
Statement relates is the membership interests, no par value, of the Company (the
"Membership Interests"), including the associated rights to purchase Membership
Interests issued pursuant to the Company's Rights Plan (the "Rights" and
together with the Membership Interests, the "Shares"). As of February 20, 1998,
the Company had approximately 1,400 shareholders of record. The information set
forth in the Offer to Purchase under "Introduction" is incorporated herein by
reference.
(c) The information set forth in the Offer to Purchase under "The Tender
Offer -- Price Range of Shares; Distributions on the Shares" is incorporated
herein by reference.
(d) The information set forth in the Offer to Purchase under "The Tender
Offer -- Price Range of the Shares; Distributions on the Shares" is incorporated
herein by reference. To the best of RCBA's and the Purchaser's knowledge, there
are no restrictions on the Issuer's present or future ability to pay dividends.
(e) Not applicable
(f) None.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) The answer to Item 2 of the Schedule 14D-1 is incorporated herein
by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The answer to Item 3 of the Schedule 14D-1 is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under "Introduction"
and "The Tender Offer -- Terms of the Offer" is incorporated herein by
reference.
(b) None.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The answer to Items 5(a)-(g) of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
(a) The answer to Item 4 of the Schedule 14D-1 is incorporated herein by
reference.
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(b) The information set forth in the Offer to Purchase under "The Tender
Offer -- Fees and Expenses" is incorporated herein by reference. The Company has
not paid and will not be responsible for paying any of the expenses incurred or
estimated to be incurred in connection with the Rule 13e-3 transaction.
(c) The information set forth in the Offer to Purchase under "The Tender
Offer -- Source and Amount of Funds" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Structure of the Offer" and "The
Tender Offer -- Effect of the Offer on the Market for the Shares; Exchange Act
Registration" is incorporated herein by reference.
(b)-(c) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Background," "-- Discussions with Third
Parties" and "-- Purpose and Structure of the Offer" is incorporated herein by
reference.
(d) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Structure of the Offer,"
"-- Certain Effects of the Offer," "-- Certain Federal Income Tax Consequences"
and "The Tender Offer -- Effect of the Offer on the Market for the Shares,
Exchange Act Registration" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The Information set forth in the Offer to Purchase under "Special
Factors -- Background," "-- Discussions with Third Parties," "-- Sedway Report,"
"Board Approval of RCBA Merger Agreement and TKG Merger Agreement," "-- No
Fairness Opinion," "-- No Recommendation" and "-- Perspective of the Managers
and the Purchaser on the Offer" is incorporated herein by reference.
(c) The transaction is not structured such that approval of at least a
majority of unaffiliated security holders is required. The Rule 13e-3
transaction is based on a waivable condition that there be validly tendered and
not withdrawn prior to the expiration date of the Offer that number of Shares
that would constitute a majority of all outstanding Shares when combined with
the Shares held by Richard C. Blum & Associates, L.P., a California Limited
Partnership ("RCBA") and Richard C. Blum.
(d) The information set forth in the Offer to Purchase under "Special
Factors -- Perspective of the Managers and the Purchaser on the Offer" is
incorporated herein by reference.
(e) The information set forth in the Offer to Purchase under "Special
Factors -- No Recommendation" is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase under "Special
Factors -- Background" and "-- Discussions with Third Parties" is incorporated
herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Background," "-- Discussions with Third Parties," "-- Sedway Report,"
"-- No Fairness Opinion" and "-- Board Approval of RCBA Merger Agreement and TKG
Merger Agreement" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Special
Factors -- Sedway Report," and "-- Board Approval of RCBA Merger Agreement and
TKG Merger Agreement" is incorporated herein by reference.
(c) The Sedway Report shall, upon request, be made available for inspection
and copying at the principal executive offices of RCBA during its regular
business hours by any interested holder of Shares or any such holder's
representative who has been so designated in writing.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth under "The Tender Offer -- Certain
Information Concerning the Company -- Certain Interests in the Shares" is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the Offer to Purchase under "The Tender
Offer -- Certain Information Concerning the Company -- Certain Interests in the
Shares" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) After making reasonable inquiry, neither the Purchaser nor RCBA knows
whether any executive officer, director or affiliate of the Company or any
person enumerated in General Instruction C to Schedule 13E-3 will tender Shares
owned by such person or entity pursuant to the Offer.
(b) The information set forth in the Offer to Purchase under "Special
Factors -- No Recommendation" and " -- Perspective of the Managers and the
Purchaser on the Offer" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTIONS.
(a) The information set forth in the Offer to Purchase under "Introduction"
is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1)-(2) The information set forth in the "Item 7. Financial Statements"
section of Annex I to the Offer to Purchase is incorporated herein by reference.
(a)(3)-(4) The information set forth in the Offer to Purchase under "The
Tender Offer -- Certain Information Concerning the Company -- Certain Financial
Information" is incorporated herein by reference.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) None.
(b) The answer to Item 8 of the Schedule 14D-1 is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
The answer to Item 10 of the Schedule 14D-1 is incorporated herein by
reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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(a) None.
(b) Sedway Report, dated July 27, 1997.
(c) None.
(d)(1) Offer to Purchase, dated April 1, 1998.
(d)(2) Letter of Transmittal with respect to the Shares.
(d)(3) Letter from Georgeson & Company Inc. to brokers, dealers,
banks, trust companies and nominees.
(d)(4) Letter to be sent by brokers, dealers, banks, trust
companies and nominees to their Clients.
(d)(5) Notice of Guaranteed Delivery.
(d)(6) IRS Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(d)(7) Supplement dated April 16, 1998 to the Offer to Purchase dated
April 1, 1998
(e) Not applicable.
(f) Not applicable.
</TABLE>
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 16, 1998
/s/ MURRAY A. INDICK
--------------------------------
Richard C. Blum
By: Murray A. Indick, Attorney-in-Fact
RICHARD C. BLUM & ASSOCIATES, LP
By: RICHARD C. BLUM & ASSOCIATES, INC.,
its sole general partner
By: /s/ MARC T. SCHOLVINCK
-----------------------------
Name: Marc T. Scholvinck
Title: Managing Director & Chief
Financial Officer
TPL ACQUISITION, LLC
RICHARD C. BLUM & ASSOCIATES, LP
By: RICHARD C. BLUM & ASSOCIATES, INC.,
its sole general partner
By: /s/ MARC T. SCHOLVINCK
-----------------------------
Name: Marc T. Scholvinck
Title: Managing Director & Chief
Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGES
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<S> <C> <C>
(a) None.
(b) Sedway Report, dated July 27, 1997.
(c) None.
(d)(1) Offer to Purchase, dated April 1, 1998.
(d)(2) Letter of Transmittal with respect to the Shares.
(d)(3) Letter from Georgeson & Company Inc. to brokers, dealers,
banks, trust companies and nominees.
(d)(4) Letter to be sent by brokers, dealers, banks, trust
companies and nominees to their Clients.
(d)(5) Notice of Guaranteed Delivery.
(d)(6) IRS Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(e) Not applicable.
(f) Not applicable.
</TABLE>
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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
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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)
