UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRIAD PARK, LLC
---------------
(Name of Issuer)
Limited Liability Company Membership Interests
----------------------------------------------
(Title of Class of Securities)
895914109
---------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 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).
Page 1 of 13<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 2 of 13
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1. NAME OF REPORTING PERSON
RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3205364
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3 below
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION California
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7. SOLE VOTING POWER -0-
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER 1,998,158**
BENEFICIALLY
OWNED BY EACH ---------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
---------------------------------------------
10. SHARED DISPOSITIVE POWER 1,998,158**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,998,158**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%**
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14. TYPE OF REPORTING PERSON PN, IA
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** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 3 of 13
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1. NAME OF REPORTING PERSON
RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-2967812
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3 below
-----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
-----------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER 1,998,158**
BENEFICIALLY
OWNED BY EACH ---------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
---------------------------------------------
10. SHARED DISPOSITIVE POWER 1,998,158**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,998,158**
-----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%**
-----------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
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** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 4 of 13
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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) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3 below
-----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION California
-----------------------------------------------------------------
7. SOLE VOTING POWER 14,000**
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER 1,998,158**
BENEFICIALLY
OWNED BY EACH ---------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 14,000**
---------------------------------------------
10. SHARED DISPOSITIVE POWER 1,998,158**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,012,158**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%**
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14. TYPE OF REPORTING PERSON IN
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** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 5 of 13
This Amendment No. 1 to Schedule 13D amends the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission on August 14, 1997 by Richard C. Blum &
Associates, L.P. and its affiliates (the "Reporting Persons").
This Amendment No. 1 is filed with respect to the Limited
Liability Company Interests ("the Interests"), no par value, of
Triad Park, LLC, ("the Company"). The principal executive office
and mailing address of the Company is 3055 Triad Drive,
Livermore, California 94550. The following amendments to Items 4
and 5 of the Schedule 13D is hereby made. Unless otherwise
defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
-------------------------------
Item 4 of the Schedule 13D is hereby amended in its entirety to
read as follows:
The Reporting Persons initially acquired the Interests for
investment purposes, and the acquisition of the Interests by each
of the limited partnerships were made in the ordinary course of
business and were not made for the purposes of acquiring control
of the Company.
On August 14, 1997, the Reporting Persons filed the Schedule 13D.
Therein, the Reporting Persons stated that, on August 11, 1997,
they decided to propose to acquire all of the assets or stock of
the Company and submitted a written indication to the Company of
the material terms and conditions upon which the Reporting
Persons would be willing to proceed. On August 12, 1997, the
Company responded to the August 11, 1997 proposal. The Reporting
Persons requested confidential treatment from the Commission for
their letter sent on August 11, 1997, to the Company as well as
the response received from the Company on August 12, 1997. In
light of the developments reported below, the Reporting Persons
are publicly disclosing both of these letters as Exhibits B and C
to this Amendment. The Reporting Persons are separately advising
the Commission of their withdrawal of the confidentiality
request.
Following the exchange of correspondence between the Reporting
Persons and the Company, the Reporting Persons and the Company
discussed a possible transaction. On September 9, the Company,
the Reporting Persons and TPL Acquisition, LLC entered into an
Agreement of Merger (the "Merger Agreement"), pursuant to which
TPL Acquisition, LLC will acquire all of the Interests for a
purchase price of $1.32 per Interest on the terms and subject to
the conditions set forth therein (including approval of the
transaction by the shareholders). The Company has advised the
Reporting Persons of its intention to attach the Merger Agreement
to a securities filing to be made by the Company. The Reporting
Persons have not, therefore, attached the Merger Agreement as an
exhibit to this Amendment. Reference is made to the Merger
Agreement for a complete description of the terms and conditions
of the transaction.<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 6 of 13
TPL Acquisition, LLC is presently controlled by the Reporting
Persons; however, the Reporting Persons presently expect that TPL
Acquisition, LLC will be controlled both by the Reporting Persons
and by Westmark Realty Advisors L.L.C. ("Westmark"), a wholly-
owned subsidiary of CB Commercial Real Estate Group, Inc. ("CB
Commercial"). Richard C. Blum is a director of CB Commercial.
The Reporting Persons and Westmark previously entered into a
joint venture agreement for real estate acquisitions, and the
Reporting Persons presently expect Westmark to participate in the
transaction involving the Company. The Reporting Persons and
Westmark have not formalized an arrangement as yet with respect
to this particular transaction. The Reporting Persons expect
that such an agreement will be formalized in the near future.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
(a),(b) According to the Company's Form 10-SB filed with the
Securities and Exchange Commission on June 20, 1997, there were
19,907,195 Interests outstanding. Based on such information, the
Reporting Persons report direct holdings of 1,998,158 Interests
on behalf of its partnerships, which represents 10.0% of the
outstanding Interests.
Voting and investment power concerning the above Interests are
held solely by
RCBA L.P. The Reporting Persons therefore may be deemed to be
members in a group, in which case each Reporting Person would be
deemed to have beneficial ownership of an aggregate of 1,998,158
Interests, which is 10.0% of the outstanding Interests. As the
sole general partner of RCBA L.P., RCBA Inc. is deemed the
beneficial owner of the Interests over which RCBA L.P. has voting
and investment power.
As Chairman, director and a substantial shareholder of RCBA Inc.,
Richard C. Blum might be deemed to be the beneficial owner of the
Interests beneficially owned by RCBA Inc. In addition, Mr. Blum
had sole beneficial ownership of 14,000 Interests, which
ownership was agreed to be sold on September 5, 1997. Although
Mr. Blum is joining in this Schedule as a Reporting Person, the
filing of this Schedule shall not be construed as an admission
that he, or any of the other shareholders, directors or executive
officers of RCBA Inc. is, for any purpose, the beneficial owner
of any of the Interests that are beneficially owned by RCBA Inc.
(c), (d) and (e) Not applicable.<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 7 of 13
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Item Description
---- -----------
Exhibit A Joint Filing Undertaking.
Exhibit B Letter dated August 11, 1997 from Richard C. Blum,
President, Richard C. Blum & Associates, L.P., to
James R. Porter, Board Member, Triad Park, LLC
Exhibit C Letter dated August 12, 1997 from James R. Porter,
Board Member, Triad Park, LLC to Richard C. Blum,
President, Richard C. Blum & Associates, L.P.<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 8 of 13
SIGNATURES
After reasonable inquiry and to the best or our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: September 10, 1997
RICHARD C. BLUM & ASSOCIATES, RICHARD C. BLUM & ASSOCIATES,
L.P. INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
___________________________ ___________________________
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General
and General Counsel Counsel and Secretary
/s/ Murray A. Indick
--------------------------
RICHARD C. BLUM
By Murray A. Indick,
Attorney-in-Fact<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 9 of 13
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Schedule 13D to evidence the
agreement of the below-named parties, in accordance with the
rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule jointly on behalf of each such party.
Dated: September 10, 1997
RICHARD C. BLUM & ASSOCIATES, RICHARD C. BLUM & ASSOCIATES,
L.P. INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
___________________________ ___________________________
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General
and General Counsel Counsel and Secretary
/s/ Murray A. Indick
--------------------------
RICHARD C. BLUM
By Murray A. Indick,
Attorney-in-Fact<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 10 of 13
Exhibit B
August 11, 1997
Via Fax: 510-455-6917
Mr. James R. Porter
Board Member
Triad Park, LLC
3055 Triad Drive
Livermore, CA 94550
Dear Jim:
On behalf of Richard C. Blum & Associates, L.P. and its
affiliates and associates (collectively "RCBA"), we are pleased
to confirm our interest and willingness to purchase all of the
assets (the "Assets") of Triad Park LLC ("Triad"). The material
terms and conditions of our offer will be as follows:
Purchase Price. RCBA will offer $32.14 million, all cash to
Triad, to purchase the Assets. If the transaction is ultimately
structured as an acquisition of the outstanding shares of Triad,
our offer will be $1.20 per share. These prices are inclusive of
the debt on the Property (as that term is defined in Triad's
Information Statement filed with the SEC). These prices are
based on or derived from Triad's balance sheet, as of June 30,
1997, and assume that there are no material changes thereto (such
as, for example, sales of material properties including those for
which offers are now pending).
Structure. RCBA intends to form a new entity to effect the
acquisition of the Assets. RCBA understands that the Triad Board
has the power and authority to approve the transaction if it is
structured as an asset acquisition, without shareholder approval.
RCBA believes that Lincoln's right of first offer should not be
triggered by the proposed transaction, however structured, and we
expect to work with Triad and Lincoln to confirm that
understanding.
Timing. RCBA is prepared to complete due diligence and
close the transaction within 30 days of acceptance of our offer.
Exclusivity. Triad will negotiate exclusively with RCBA for
30 days.
Confidentiality. Triad will keep confidential the fact and
proposed terms of the RCBA acquisition.
Process. RCBA's offer will be kept open for a reasonable
period of time to allow its consideration by Triad's Board. If
Triad's Board wishes to accept our offer, we are prepared to
devote immediately all necessary business and legal resources to
the transaction and immediately execute definitive legal
documentation reflecting the substance of our offer. <PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 11 of 13
Alternatively, if the offer has not been accepted by August 18,
RCBA reserves the right to terminate its interest.
Legal Documentation. RCBA expects that there will be
customary representations, warranties, covenants and conditions
in the legal documentation to effect the proposed transaction.
Fees. No finders', brokers' or other similar fee will be
payable by RCBA in connection with the transaction.
I look forward to chatting with you soon about our offer and
moving forward to execute a binding agreement. In my absence,
please feel free to contact Rick Mariano or our General Counsel,
Murray Indick.
Sincerely,
Richard C. Blum<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 12 of 13
Exhibit C
August 12, 1997
Mr. Richard C. Blum
President
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133-4625
Dear Dick:
Receipt of your offer letter dated August 11, 1997 regarding the
Asset Acquisition or Stock Acquisition of Triad Park, LLC is
acknowledged. While the current structure of your offer is
unacceptable at this time, we believe there is potential to
consummate a transaction utilizing either an asset or stock
format if the following points are addressed to the mutual
satisfaction of the parties:
1) A more expansive quantitative offer that is more consistent
with the value we expect to return to our shareholders based on
the Sedway report and findings. In addition, particularly
because of your relationship to the Company, there must be a
mechanism for the Company to consider other offers which may be
more favorable to our shareholders.
2) If the transaction is structured as an asset sale then the
following points need to be addressed:
(a) The acquiring entity is sufficiently capitalized and
will assume Triad Park, LLC liabilities, specifically including
the remaining obligation to build out infrastructure in the park;
(b) The acquiring entity shall execute an attornment
agreement in favor of honoring the terms of the facility lease
agreement with Cooperative Computing, Inc.;
(c) The acquiring entity shall indemnify and save Triad
Park, LLC harmless (including the obligation to defend) from any
claims arising from either Lincoln Property Company, Pacific
Union Ventures, Inc., or any brokers relating to prior
contractual terms regarding property within the Park;
(d) The property will be sold on a strictly "as-is" basis;
and Triad Park, LLC shall assign and buyer shall assume the
following pending sale agreements to the acquiring entity:
(i) Purchase Agreement with Lincoln Property Company for
Lot 9A;
(ii) Purchase Agreement with Gibson-Speno/Ryland Homes
for Lots 1 and 2; and
(iii) Option Agreement with Reynolds and Brown for Lot 7.<PAGE>
CUSIP NO. 895914109 SCHEDULE 13D Page 13 of 13
If you are interested in pursuing a transaction along the lines
proposed herein, please respond immediately, otherwise we must
proceed with our current marketing strategies already underway.
Very truly yours,
James R. Porter
Board Member
cc: William Stevens
Stanley Marquis
Martin Inderbitzen, Esq.<PAGE>
