CIK: 0001037037
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 1998.
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 0-22343
Triad Park, LLC
---------------
(Name of Small Business Issuer in its Charter)
Delaware 94-3264115
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3055 Triad Drive, Livermore, CA 94550
-------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (925)449-0606
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 1998, the registrant had outstanding 19,708,123 membership
interests ("shares") with no par value.
Triad Park, LLC
Quarterly Report Form 10-QSB
Index
Page
Part I. Financial Information
Item 1. Condensed Financial Statements
Condensed Balance Sheets at March 31, 1998 and
December 31, 1997 1
Condensed Statements of Operations for the
Three Month Periods Ended March 31, 1998 and 1997 2
Condensed Statements of Cash Flows for the
Three Month Periods Ended March 31, 1998 and 1997 3
Notes to Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II Other Information
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Shareholders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
Exhibit 27 Financial Data Schedule-Electronic Filing only
Triad Park, LLC
Condensed Balance Sheets
(Unaudited)
(Amounts shown in thousands except share data)
March 31, December 31,
1998 1997
--------- ---------
Assets
Cash $ 858 $ 1,249
Land 27,634 27,634
Property, plant and equipment 12,394 12,520
Assessments receivable 1,887 1,667
Property development commitments 3,031 3,031
Prepaid expenses and other assets 474 477
------- -------
Total assets $46,278 $46,578
======= =======
Liabilities
Debt $21,611 $21,891
Other liabilities 936 631
------- -------
Total liabilities 22,547 22,522
Commitments and contingencies
Members' equity
Members' shares; no par value; - -
19,708,123 shares outstanding
Members' equity 23,731 24,056
------- -------
Total liabilities and members' equity $46,278 $46,578
======= =======
The accompanying notes are an integral part of these financial statements.
Triad Park, LLC
Condensed Statements of Operations
(Unaudited)
(Amounts shown in thousands except per share data)
Three Months Ended
March 31,
---------------------
1998 1997
------- -------
Revenues:
Rental income $ 626 $ 627
Depreciation of rental property 126 145
------ ------
Gross Margin 500 482
------ ------
Costs and Expenses:
General and administrative 413 219
------ ------
Total costs and expenses 413 219
------ ------
Operating income 87 263
Interest expense 412 407
------ ------
Loss before benefit from income taxes (325) (144)
Benefit from income tax - (9)
------ ------
Net loss $ (325) $ (135)
====== ======
Net loss per share $(0.02) $(0.01)
====== ======
Shares used in per share
calculation (a) 19,708 19,708
====== ======
(a) The number of shares used to compute earnings per share assumes that
shares issued in connection with the spin-off were outstanding for all
periods presented.
The accompanying notes are an integral part of these financial statements.
Triad Park, LLC
Condensed Statements of Cash Flows
(Unaudited)
(Amounts shown in thousands)
Three Month Periods Ended March 31,
1998 1997
------ ------
Cash flows from operating activities:
Net loss $ (325) $ (135)
Depreciation and amortization 131 151
Provision for doubtful accounts - 65
Changes in assets and liabilities:
Increase in prepaid expenses and other assets 3 (692)
Increase in other liabilities 305 150
------ ------
Net cash provided by (used in) operating
activities 114 (461)
------ ------
Cashflows from investing activities:
Investment in property, plant and equipment - (112)
Land improvements - (14)
Assessment district improvements (220) (46)
------ ------
Net cash used in investing activites (220) (172)
------ ------
Cash flows from financing activities:
Repayment of debt (285) (258)
Reimbursement for property improvements - -
Members' contribution net of note receivable - 891
------ ------
Net cash provided by (used in) financing
activities (285) 633
------ ------
Net increase in cash (391) -
Cash, beginning of period 1,249 -
------ ------
Cash, end of period $ 858 $ -
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for:
Interest $ 212 $ 407
====== ======
NONCASH INVESTING AND FINANCIAL
ACTIVITY:
Bond issuance resulting in increased
assessment district improvements and
related debt $ - $5,218
====== ======
The accompanying notes are an integral part of these financial statements.
TRIAD PARK, LLC
(a Delaware limited liability company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Description of Business and Basis of Presentation:
Triad Park, LLC (the Company) is a Delaware limited liability company
organized to effect the spin-off of certain real estate assets and related
liabilities of Cooperative Computing, Inc., a Delaware corporation, formerly
known as Triad Systems Corporation (Triad). On February 27, 1997, Triad
contributed such assets and related liabilities to the Company and
stockholders of Triad received one share of Triad Park, LLC, membership
interest for each share of Triad common stock held as of February 26, 1997,
the Distribution Record Date. The Company's operations include the ownership
and management of the spun-off real estate assets, all of which are located
in Livermore, California, for their orderly liquidation and distribution of
related net proceeds to the holders of membership interests.
The financial statements for periods prior to the Distribution Record
Date which are presented herein include the financial position, results of
operations and cash flows as if the Company had existed as a corporation
separate from Triad for all periods presented on a historical basis and may
not be indicative of actual results of operations and financial position
of the Company as an independent stand-alone entity. The statements of
operations for those periods reflect certain expense items incurred by Triad
which are allocated to the Company on a basis which management believes
represents a reasonable allocation of such costs. These allocations consist
primarily of corporate expenses such as management and accounting services.
Expenses related to the normal recurring management activities of the Company
have been allocated based on an estimate of Triad personnel time dedicated to
the operations and management of the Company.
The Company will be dissolved upon the earlier of a majority vote to
dissolve the Company or upon the sale or other disposition of all or
substantially all of the assets and properties of the Company and distribution
of the proceeds to the members. There can be no assurance that the Company
will be successful in its efforts to dispose of the Company's property or
that the Company will realize a profit from its activities. The Company will
be subject to all of the market forces which impact the ownership and
operation of real property, including market supply and demand, interest
rates, local, regional and national economic conditions, local land use
policies and restrictions, construction costs, competition from other sellers
and landlords, and the effects of inflation. The Company is unable to predict
the amount of time it will take to completely dispose of the property and wind
up the Company.
On March 28, 1998, the Company held a special meeting of shareholders. At
that meeting, the Company's shareholders rejected the proposal to approve an
Agreement of Merger dated February 1, 1998, and amended February 12, 1998, by
and among the Company, The Kontrabecki Group, Inc., and TKG Acquisition
Company, LLC (the "Previous Merger Agreement"). See "Submission of Matters to
a Vote of Shareholders" in Item 4 of Part II.
On April 24, 1998, the Company, The Kontrabecki Group, Inc., a California
corporation ("TKG") and TKG Acquisition Company, LLC, a Delaware limited
liability company whose sole and managing member is TKG ("Acquisition LLC"),
entered into an Agreement of Merger subject to approval of the Members.
Subject to shareholder approval, Acquisition LLC will acquire all outstanding
shares of the Company from the Members for $1.90 per share. Following such
acquisition, Acquisition LLC will merge with and into the Company and the
surviving entity will become liable for all obligations of Triad Park, LLC. A
copy of the Agreement of Merger was included as Exhibit 2.1 to the Company's
Form 8-K filed with the Securities and Exchange Commission on April 29, 1998.
For further discussion see Note 7, Subsequent Event.
2. In the opinion of management, the unaudited interim financial statements
as of March 31, 1998 and 1997 and for the periods ended March 31, 1998 and
1997 include all adjustments, consisting only of those of a normal recurring
nature, necessary for fair presentation. The results of operations for the
three month period ended March 31, 1998 are not necessarily indicative of the
results to be expected for the full year. The balance sheet does not include
all disclosure requirements under GAAP and should be read in conjunction with
the audited financial statements and notes thereto presented in the
Form 10-KSB filed by the Company with the Securities and Exchange Commission
on March 27, 1997.
3. Property, plant and equipment at March 31, 1998 and December 31, 1997
include accumulated depreciation of $5,614,000 and $5,488,000 respectively.
4. Land consists of property in Livermore, California, classified by planned
use as follows (dollars in thousands):
December 31,1997 March 31, 1998
Use Classification Acreage/Cost Acreage/Cost
------------------ ------------------------------------
Residential 28.1 $ 4,311 28.1 $ 4,311
Retail/commercial 35.9 5,788 35.9 5,788
Retail/industrial/office 103.7 16,570 103.7 16,570
Open space/agricultural 112.0 - 112.0 -
Transportation 12.3 965 12.3 965
----- ------- ----- -------
292.0 $27,634 292.0 $27,634
===== ======= ===== =======
The Livermore City Council by resolution has accepted the offer to dedicate
a 4.54 acre parcel for transportation improvements. Thus, once the dedication
is complete the Company will own approximately 287.5 acres of unimproved land.
5. On March 24, 1997, the City of Livermore entered into a Bond Indenture and
issued an additional $9,070,000 in funds from the sale of community facility
bonds for new debt financing as well as for refinancing existing debt. At
that time, the Company owned 76.56% of the property related to the issuance.
The Company's portion of the bond issuance was for approximately $5,218,000
of additional debt and $1,726,000 for the refinancing of existing debt. The
Company recorded the net additional debt as a liability. At March 31, 1998,
the combined obligation from all assessment district debt, including the 1997
Bond Indenture, was approximately $13,328,000.
6. New Accounting Pronouncements. The Company has adopted the provisions of
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," effective January 1, 1998. This statement requires the disclosure
of comprehensive income and its components in a full set of general-purpose
financial statements. Comprehensive income is defined as net income plus
revenues, expenses, gains and losses that, under generally accepted accounting
principles, are excluded from net income. The components of comprehensive
income, which are excluded from net income, are not significant, individually
or in aggregate, and therefore, no separate statement of comprehensive income
has been presented.
7. Subsequent Event. On April 25, 1998, the Advisory Board of the Company
announced that it entered into an Agreement and Plan of Merger with TKG and
Acquisition LLC. Upon completion, Acquisition LLC will be merged with and
into the Company and the shareholders will receive all cash and not be subject
to the obligations of the Company. Acquisition LLC is expected to be
controlled by TKG. The Advisory Board recommended that the members of Triad
Park approve the merger proposal from Acquisition LLC under which all
outstanding membership interests in Triad Park would be exchanged for $1.90
per share in cash. In addition, in certain cases, the per share purchase
price will be increased by one-half of one cent ($.005) for each week that the
merger closing date is deferred or extended past June 15, 1998. Under the
terms of the agreement, Acquisition LLC is entitled to a break-up fee of
$1,200,000 in the event that the Advisory Board approves a superior proposal.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following Management's Discussion and Analysis is based upon and
should be read in conjunction with the Company's financial statements and
notes thereto included in the Form 10-KSB filed by the Company with the
Securities and Exchange Commission on March 27, 1998. Since the Distribution
Record Date for the spin-off transaction was February 26,1997, the financial
presentation prior to this date has been carved out of the financial records
of Triad Systems Corporation. See Description of Business and Basis of
Presentation in the Notes to Condensed Financial Statements.
Results of Operations
Rental revenues for both the first quarter of 1998 and 1997 were
$.6 million. These revenues are generated under a lease agreement in effect
through February 2002. See "Management's Discussion and Analysis-Liquidity
and Capital Resources." There were no land sales in either quarter. Gross
margin for the quarter ended March 31, 1998 was $.5 million, approximately the
same as the quarter ended March 31, 1997.
For the three month period ended March 31, 1998, there was a net loss of
$.3 million compared to a net loss of $.1 million for the same period of
fiscal 1997. The difference is principally due to an increase in the general
and administrative costs. The net loss per share was two cents for the
quarter ended March 31, 1998 compared to a net loss of one cent for the
quarter ended March 31, 1997.
Land Sales
As of March 31, 1998, the Company had approximately 292 acres of
unimproved land remaining to be sold. Approximately 35.9 acres are zoned for
retail/commercial use, 28.1 acres for residential use, and 103.7 acres for
retail/light industrial/office use. The remaining acres are zoned for open
space/agricultural and transportation purposes. The Company had no land sales
during the three month periods ended March 31, 1998 and 1997.
Gross Margin
Gross margins on rental income were approximately the same for the
quarters ended March 31, 1998 and 1997 as the Company's properties are subject
to a triple net lease whereby substantially all operating expenses are paid by
the tenant.
Costs and Expenses
General and administrative expenses consist of property taxes and other
general management and operational costs including costs necessary to maintain
the appearance of the land in a marketable condition and personnel and
overhead expenses required for the development, management and marketing of
the properties. General and administrative expenses were $413,000 for the
quarter ended March 31, 1998, an increase of $194,000 above the expense for
the same quarter in the prior year. The Company incurred higher legal
expenses and professional fees in the quarter ended March 31, 1998 as a result
of the Previous Merger Agreement with The Kontrabecki Group, Inc. (For a
description of the Previous Merger Agreement see "Future Operating Results" in
the Company's Form 10-KSB.) In a special shareholders' meeting held
March 28, 1998, a majority of the shareholders voted against this proposed
merger. See "Submission of Matters to a Vote of Shareholders" in Item 4 of
Part II.
Interest expense consists of mortgage interest on the buildings and the
bonded indebtedness incurred in connection with the development improvements
and community services. Interest expense was approximately the same for the
quarter ended March 31, 1998 as compared with the same quarter in the prior
year.
Future Operating Results
Future operating results are dependent upon the Company's ability to
dispose of its real estate assets. Risks that affect real estate sales
include, but are not limited to, the relative illiquidity of real estate
investments, the ability to obtain entitlements from governmental agencies,
changing tax assessments, compliance with environmental requirements, and
general risks such as changes in interest rates and changes in local market
conditions which affect real estate values. The future operating results may
also be affected by the Company's relationship with CCI. These risks include,
but are not limited to, the indemnification agreement between the Company and
CCI, potential conflicts of interest within the management and representation
of the Company and CCI, and reliance upon CCI lease payments for the Company's
financial performance.
Following a rejection by the shareholders of the Previous Merger Agreement
with TKG at a special meeting on March 28, 1998, Richard C. Blum & Associates,
L.P. ("RCBA"), through its acquisition vehicle, TPL Acquisition, LLC ("TPL
Acquisition"), commenced a cash tender offer on April 1, 1998 (the "Offer") to
purchase all outstanding shares of the Company at $1.80 per share. On
April 16, 1998, TPL Acquisition increased the price of its tender offer to
$1.84 per Share. RCBA withdrew its tender offer prior to completion on
April 29, 1998.
On April 25, 1998, the Advisory Board of the Company announced that it
entered into an Agreement and Plan of Merger with TKG and Acquisition LLC.
Upon completion, Acquisition LLC will be merged with and into the Company and
the shareholders will receive all cash and not be subject to the obligations
of the Company. Acquisition LLC is expected to be controlled by TKG. The
Advisory Board recommended that the members of the Company approve the merger
proposal from Acquisition LLC under which all outstanding membership interests
in the Company would be exchanged for $1.90 per share in cash. In addition,
in certain cases, the per share purchase price will be increased by one-half
of one cent ($.005) for each week that the merger closing date is deferred or
extended past June 15, 1998. Under the terms of the agreement, Acquisition
LLC is entitled to a break-up fee of $1,200,000 in the event that the Advisory
Board approves a superior proposal.
Liquidity and Capital Resources
The Company's ability to continue funding its current business will
depend upon the timing and volume of land sales, without taking the pending
merger of the Company and Acquisition LLC into account. Receipts from rental
of its buildings under the existing lease agreements are expected to be
sufficient to fund mortgage obligations for the foreseeable future.
Currently, there is a lease agreement for the Company's buildings in effect
through February 2002 with an option to renew for an additional term of five
years. All expenses related to the buildings are paid by the tenant as
required by the "triple net lease". The Company's ability to repay the
remaining assessment district debt and operating expenses are dependent in
part on making future land sales. To the extent additional working capital
is required, management expects that it will have sufficient borrowing
capacity to finance any needs which may arise in the ordinary course of
business.
On March 24, 1997, the City of Livermore completed the sale of Mello-Roos
bonds which raised a total of $9,070,000 in new funds of which approximately
$5,218,000 was an additional encumbrance to the property owned by the Company
and $1,726,000 refinanced existing debt. As of March 31, 1998, the combined
balance of assessment district debt owed by the Company was approximately
$13,328,000. In addition, the Company is obligated to undertake an estimated
additional $7,000,000 in improvements to its land in connection with its
approved development plan. The City of Livermore is expected to issue bonds
to reimburse the Company for such improvements. Improvements are funded as
projects are completed. The current estimates for the required improvements
indicate that bonded funding limits are expected to be adequate to cover the
remaining items of improvement. However, the actual costs of the improvements
may be greater than estimated and may exceed the bond funding limit. Any
shortfall in the bond funding will be borne by the Company or by purchasers
of lots, which may have an adverse effect on the value of the land.
Pursuant to the Distribution Agreement with CCI the Company agreed to
indemnify CCI/Triad against any claims relating to "Environmental Costs and
Liabilities" associated with the Company's property prior to the contribution
consisting primarily of the three buildings and improvements situated on
approximately 15 acres of land and 292 acres of undeveloped land located in
Triad Park (the "Property"). These "Environmental Costs and liabilities"
include all costs, liabilities, losses, claims and expenses arising from or
under any environmental law. Subject to certain limitations, the Company also
agreed in the Distribution Agreement to indemnify CCI/Triad against certain
taxes arising from, or relating to, among other things, any sale of the
Property after October 17, 1996, the Company, the formation of the Company,
the transfer by Triad or any affiliate of Triad of the Property to the
Company, the assumption or refinancing of any liabilities with respect to the
Property and the sale, exchange or distribution of interests in the Company
by CCI/Triad.
This Form 10Q-SB contains forward looking statements. These statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those anticipated in the forward looking statements.
Factors that might cause such a difference include the following:
1. Lease Agreement. Under its existing terms the expiration date of the
Lease Agreement is February 27, 2002. Under the Lease Agreement the
existing rent payments produce a small positive cash flow above the
current mortgage payments. In the event that Triad is unable for any
reason to continue to make its lease payments in a timely manner, such
inability or delay may have a material adverse impact on the Company's
revenues and results of operations.
2. Reimbursement for Improvements. The Company is currently obligated to
undertake approximately $7,000,000 in additional improvements on the
Property. The City of Livermore has indicated that it is willing to
reimburse the Company for improvements undertaken and paid for by the
Company by means of bond financings. Historically, the City of
Livermore has fulfilled such reimbursement commitments to Triad and has
been able to successfully sell related bond offerings. However, if
for any reason the City of Livermore is unsuccessful in completing a
bond offering, the Company would not receive any reimbursement for such
improvements. In addition, there is a possibility that the cost of the
improvements undertaken by the Company will exceed the amount of the
bond financings and the Company would be responsible for paying any such
cost overruns.
3. Proposed Merger with TKG Acquisition, LLC. The merger is subject to
approval of the Members, and there is no assurance that such approval will
be obtained or that the merger will be consummated.
Part II Other Information
Item 1. LEGAL PROCEEDINGS
On March 16, 1998, TKG commenced a lawsuit against the Company in Delaware
Chancery Court seeking a temporary restraining order enjoining the company
from taking any action to terminate the Previous Merger Agreement and
mandating that the company hold the approaching shareholders' meeting at which
time the shareholders would vote on the Previous Merger Agreement (the
"Delaware Action"). On March 17, 1998, the Court granted the requested
injunction (the "Delaware Order"). The Court also enjoined the Company, its
Advisory Board members, directors, officers, agents, employees and attorneys
from taking any steps to terminate the Previous Merger Agreement based on the
relevant proposals received by the Company from RCBA and ordered the Company
to inform its shareholders of the Court's ruling and of certain correspondence
that had occurred between each of RCBA and TKG and the Company.
Pursuant to the Delaware Order, the Company sent revised proxy materials
to shareholders on March 20, 1998 and held the shareholders' meeting on
March 28, 1998, at which a majority of the shareholders of the Company voted
against the proposed Previous Merger Agreement. See "Submission of Matters
to a Vote of Shareholders" in Item 4 of Part II.
As part of the Agreement and Plan of Merger on April 24, 1998, the
Company, TKG, and Acquisition LLC agreed to a settlement and full and mutual
release regarding any claims related to, among other things, the Delaware
Action, Delaware Order, and the Previous Merger Agreement.
Item 4. Submission of Matters to a Vote of Shareholders
On March 28, 1998, the Company held a special meeting of shareholders.
The Company's shareholders were asked to vote upon the proposal to approve an
Agreement of Merger dated February 1, 1998, and amended February 12, 1998, by
and among the Company, TKG, and TKG Acquisition Company, LLC. With 81.5% of
the company's outstanding Shares voting, the final results certified by the
independent inspector of elections were approximately 11,868,031 votes against
approval of the proposal, and 4,190,094 votes in favor of approving the merger
with 7,021 abstentions. Although the rejection of the Previous Merger
Agreement by the Company's shareholders did not automatically terminate the
Previous Merger Agreement, it did give the Advisory Board a right of
termination. On April 4, 1998, the Company, with approval of the Advisory
Board, notified TKG that it was terminating the Previous Merger Agreement.
Item 6. Exhibits and Reports on Form 8-K
Item 6 (a) Exhibit Index
Exhibit No.
- -----------
3. Charter and By-Laws
3.1 Limited Liability Company Agreement of Triad Park, LLC
(incorporated by reference to Exhibit 2.1 to Form 10-SB
(Amendment No. 1) of the Company, filed with the Securities
and Exchange Commission on June 20, 1997).
3.2 By-laws of Triad Park, LLC (incorporated by reference to
Exhibit 2.2 to Form 10-SB (Amendment No.1) of the Company,
filed with the Securities and Exchange Commission on
June 20, 1997).
4. Instruments defining the rights of security holders
4.1 Limited Liability Company agreement of Triad Park, LLC (see
Exhibit 3.1)
4.2 By Laws of Triad Park, LLC (see Exhibit 3.2)
4.3 Form of Rights Plan of Triad Park, LLC (incorporated by
reference to Exhibit 3.3 to Form 10-SB (Amendment No.1) of
the Company, filed with the Securities and Exchange
Commission on June 20, 1997).
10. Material contracts
10.1 Real Estate Distribution Agreement, dated as of February 26,
1997, by and between Triad Systems Corporation, 3055 Triad Dr.
Corp., 3055 Management Corp. and Triad Park, LLC (incorporated
by reference to Exhibit 6.1 to Form 10-SB (Amendment No.1) of the
Company, filed with the Securities and Exchange Commission on
June 20, 1997).
10.2 Project Lease Agreement, dated as of August 1, 1988, between
3055 Triad Dr. Corp. and Triad Systems Corporation (incorporated by
reference to Exhibit 6.2 to Form 10-SB (Amendment No.1) of the
Company, filed with the Securities and Exchange Commission on
June 20, 1997).
10.3 First Amendment to Project Lease Agreement, dated as of
February 26, 1997, by and between Triad Park, LLC, 3055 Triad Dr.
Corp. and Triad Systems Corporation (incorporated by reference to
Exhibit 6.3 to Form 10-SB (Amendment No.1) of the Company, filed with
the Securities and Exchange Commission on June 20, 1997).
10.4 Conflict Agreement, dated as of February 26, 1997, by and between
Triad Systems Corporation, 3055 Triad Dr. Corp., Triad Park, LLC and
Cooperative Computing, Inc. (incorporated by reference to Exhibit 12.3
to Form 10-SB (Amendment No.1) of the Company, filed with the
Securities and Exchange Commission on June 20, 1997).
10.5 Agreement of Merger dated as of September 9, 1997, by and between
TPL Acquisition, LLC, Richard C. Blum & Associates, LP and Triad Park,
LLC (incorporated by reference to Exhibit 2.1 to Form 8-K (Amendment
No. 1) of the Company, filed with the Securities and Exchange
Commission on September 15, 1997).
10.6 Agreement of Merger dated as of February 1, 1998, by and among The
Kontrabecki Group, Inc., TKG Acquisition Company, LLC, and Triad Park,
LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed with
the Securities and Exchange Commission on February 9, 1998).
Financial Data Schedule
27.1 Financial Data Schedule
Item 6 (b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K with the Securities
and Exchange Commission (the Commission) on February 9, 1998, which disclosed
that the Company had entered into an Agreement of Merger, dated February 1,
1998, with TKG Acquisition, LLC and The Kontrabecki Group, Inc. (the
Agreement). The Form 8-K included as exhibits a copy of the Agreement and a
copy of the press release regarding the Agreement.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Triad Park, LLC
By: 3055 Management Corp., its Manager
Date: May 13, 1998
By: /s/ JAMES R. PORTER
--------------------
James R. Porter
Vice President, Secretary and
Chief Financial Officer
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<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Balance sheets at March 31, 1998 and Condensed Statement of Income and
Statement of Cash Flow for the 3 months ended March 31, 1998 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
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