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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No. )*
TRIAD PARK, LLC
(Name of Issuer)
Membership Interests, No Par Value
(Title of Class of Securities)
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 15, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the Following Pages)
Page 1 of 8 Pages<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Manchester Securities Corp., a New York Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
1,914,760
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,914,760
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,914,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.71%
14 TYPE OF REPORTING PERSON*
BD; CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the Membership Interests, no par
value (the "Membership Interests"), of Triad Park, LLC (the
"Issuer"). The Issuer's principal executive office is located
at 3055 Triad Drive, Livermore, California 94550.
ITEM 2. Identity and Background
(a)-(c) The name of the person filing this statement
on Schedule 13D is: Manchester Securities Corp., a New York
corporation ("Manchester"). Manchester is a registered broker-
dealer, wholly-owned by Elliott Associates, L.P., a Delaware
limited partnership ("Elliott"). Paul E. Singer ("Singer") and
Braxton Associates, L.P., a Delaware limited partnership
("Braxton LP"), which is controlled by Singer, are the general
partners of Elliott.
MANCHESTER
The business address of Manchester is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Manchester is to act as a
registered broker-dealer.
The name, business address and principal occupation or
employment of each director and executive officer of Manchester
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
International,
Inc., a Delaware
corporation
("Martley")
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase,
sell, trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
Singer's principal occupation or employment is that
of serving as general partner of Elliott and Braxton LP
and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present principal
occupation or employment of the general partners of
Braxton LP are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley<PAGE>
Braxton
Associates,
Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of each director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019
<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Manchester and
Martley
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons listed above are citizens
of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
Manchester received 1,779,760 Membership Interests as a
distribution in partial consideration for tendering its shares
of common stock of Triad Systems Corporation pursuant to a
tender offer made by CCI Acquisition Corp. pursuant to an
Agreement and Plan of Merger, dated as of October 17, 1997,
among Cooperative Computing, Inc., CCI Acquisition Corp. and
Triad Systems Corporation.
The source and amount of funds used by Manchester in
making purchases of the remaining Membership Interests
beneficially owned by it are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin account maintained at $169,525.00
Merrill Lynch, Pierce, Fenner and
Smith Inc.
ITEM 4. Purpose of Transaction
Manchester acquired the Membership Interests beneficially
owned by it in the ordinary course of its trade or business of
purchasing, selling, trading and investing in securities.
Depending upon market conditions and other factors that it
may deem material, Manchester may purchase additional Membership
Interests or related securities or may dispose of all or a
portion of the Membership Interests or related securities that
it now beneficially owns or may hereafter acquire.
Except as set forth below, Manchester has no plans or
proposals which relate to or would result in any of the actions
set forth in subparagraphs (a) through (j) of Item 4.
Manchester recently sent a letter to the Issuer commenting
on a recent merger proposal made by TPL Acquisition, LLC. A
copy of this letter is attached as Exhibit A.
ITEM 5. Interest in Securities of the Issuer
(a) Manchester beneficially owns 1,914,760 Membership
Interests, constituting 9.71% of the outstanding Membership
Interests.
(b) Manchester has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Membership
Interests beneficially owned by it.
(c) The following transactions were effected by
Manchester during the past sixty (60) days:
Amount of Approximate
Shares Price per Share
Bought (exclusive
Date Security (Sold) of commissions)
9/8/97 Membership Interest5,000 $1.145
9/12/97 Membership Interest50,000 $1.270
9/15/97 Membership Interest50,000 $1.25
9/18/97 Membership Interest30,000 $1.26
The above transactions were effected by Manchester over-
the-counter in New York.
Information regarding transactions effected by Manchester
during the past sixty (60) days is set forth in Item 3 above and
expressly incorporated by reference herein.
No other transactions were effected by Manchester during
the past sixty (60) days.
(d) Elliott has a contractual right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, certain of the Membership Interests
beneficially owned by Manchester.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Manchester has entered into an equity swap agreement with
a third party with respect to the economic performance of
certain of its Membership Interests (comprising less than 5% of
the outstanding Membership Interests).
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Letter, dated September 25, 1997, from
Manchester Securities Corp. to the Issuer.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: MANCHESTER SECURITIES CORP.
September 25, 1997
By:
Paul E. Singer
President
<PAGE>
EXHIBIT A
MANCHESTER SECURITIES CORP.
712 Fifth Avenue
New York, New York 10019
Tel: (212) 974-2095
Fax: (212) 974-2093
September 25, 1997
Mr. James R. Porter
Triad Park, LLC
3055 Triad Park
Livermore, Ca 94550
Re: Offer from Richard C. Blum & Associates, L.P.
Dear Mr. Porter:
I understand that the Advisory Board of Triad Park, LLC ("Triad")
has decided to recommend to the Triad members (i.e. shareholders) that
they approve a merger proposal by TPL Acquisition, LLC ("TPL"), an
affiliate of Richard C. Blum & Associates, L.P., under which TPL would
acquire all shares of Triad for $1.32 per share. As a holder of almost
10% of the shares of Triad, Manchester Securities Corp. has a number of
questions and concerns before deciding whether the offer is adequate.
1) The buildings and the land owned by Triad are located in a
very strong real estate market. Given the high prices
entities are paying for buildings such as those owned by
Triad and the tremendous development opportunities
available for the land, we have a serious concern about the
adequacy of the offer by TPL.
2) We have a concern about the independence of this
transaction. We understand that Richard Blum is part owner
and a member of the board of 3055 Management Corp., the
entity responsible for the management of Triad. Whenever
there is an insider transaction such as this, where such
insider has access to the best and most complete
information on the assets as is the case here, such
transaction must be held to the highest scrutiny. There
needs to be an independent review of this transaction.
3) It is our opinion that in a good real estate market with
high quality assets such as those owned by Triad, the way
to achieve the highest price is through an auction process.
As a large shareholder, we would like to know why an
auction was not pursued?
Over the past few months, on numerous occasions, I have tried
unsuccessfully to get in touch with you to discuss the steps to be taken
by the Advisory Board to maximize Triad's value for its shareholders. I
am not at all convinced that the process you have undertaken and the
acceptance of the TPL transaction maximizes such value.
However, prior to coming to such a conclusion, I would like first
to hear the responses of the Advisory Board to the issues raised above.
I look forward to your responses as soon as possible.
Sincerely yours,
Andrew J. Kurtz
cc: Stephen Schultz, Esq.
Richard C. Blum
