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As filed with the Securities and Exchange Commission on March 6, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 4
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
TRIAD PARK, LLC
(Name of Issuer)
TRIAD PARK, LLC
RICHARD C. BLUM
RICHARD C. BLUM & ASSOCIATES, LP
TPL ACQUISITION, LLC
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
WESTMARK REALTY ADVISORS, 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)
PATRICK J. KERNAN MURRAY A. INDICK
GENERAL COUNSEL MANAGING DIRECTOR, GENERAL COUNSEL
TRIAD PARK, LLC RICHARD C. BLUM & ASSOCIATES, L.P.
3055 TRIAD DRIVE 909 MONTGOMERY STREET, SUITE 400
LIVERMORE, CALIFORNIA 94550-9559 SAN FRANCISCO, CALIFORNIA 94133
(510) 449-0606 (415) 434-1111
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications on Behalf of Person(s) Filing Statement)
Copies to:
EDWARD S. MERRILL
MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
3150 PORTER DRIVE
PALO ALTO, CALIFORNIA 94304-1212
(650) 849-4400
This statement is filed in connection with:
|X| a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13d-3(c) under the Securities
Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act
of 1933.
[ ] c. A Tender Offer
[ ] d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: |X|
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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<S> <C>
$23,358,673 $4,672
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* For purposes of calculating fee only. This amount assumes the purchase
at a price of $1.32 per share of 17,695,965 outstanding shares of
Company Membership Interests. The amount of the filing fee, calculated
in accordance with Regulation 240.0-11 of the Securities Exchange Act of
1934, equals 1/50th of one percent of the value of the membership
interests purchased.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED IN 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 SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $4,672
Filing Parties: Triad Park, LLC, Richard C. Blum & Associates, LP,
TPL Acquisition, LLC
Form or Registration No: Schedule 13E-3
Date Filed: October 14, 1997
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
INTRODUCTION
Triad Park, LLC, a Delaware limited liability company (the
"Company"), Richard C. Blum, an individual, Richard C. Blum & Associates, a
California limited partnership ("RCBA"), TPL Acquisition, LLC, a Delaware
limited liability company (the "Acquisition LLC"), CB Commercial Real Estate
Services Group, Inc., a Delaware corporation and Westmark Realty Advisors, LLC,
a Delaware limited liability company hereby amend and supplement the Rule 13E-3
Transaction Statement on Schedule 13E-3, as amended (the "Schedule 13E-3"),
relating to the merger of the Acquisition LLC, an affiliate of RCBA, with and
into the Company.
The Company, RCBA and the Acquisition LLC had previously entered
into an Agreement of Merger dated September 9, 1997 (the "Merger Agreement")
pursuant to which the Acquisition LLC would merge with and into the Company,
with the Company continuing as the surviving company. On February 1, 1998, the
Company terminated the Merger Agreement and later that day entered into a new
agreement of merger with a third party.
RCBA is currently in the process of determining any additional
plans or proposals it may have with respect to the acquisition of the Company.
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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.
March 6, 1998 /s/ MURRAY A. INDICK
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Richard C. Blum
By: Murray A. Indick, Attorney-in-Fact
March 6, 1998 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
March 6, 1998 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
March 6, 1998 CB COMMERCIAL REAL ESTATE
SERVICES GROUP, INC.
By: /s/ WALTER V. STAFFORD
-----------------------------------
Name: Walter V. Stafford
Title: Senior Executive Vice President
and General Counsel
March 6, 1998 WESTMARK REALTY ADVISORS, LLC
By: /s/ RICHARD C. CLOTFELTER
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Name: Richard C. Clotfelter
Title: Chairman
March 6, 1998 TRIAD PARK, LLC
By: 3055 Management Corp.,
its Manager
By: /s/ JAMES R. PORTER
-----------------------------------
Name: James R. Porter
Title: Vice President
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