UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
August 12, 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 11
CUSIP NO. 895914109 SCHEDULE 13D Page 2 of 11
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
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**
- ------------------------------------------------------------------------------
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 PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 895914109 SCHEDULE 13D Page 3 of 11
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
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**
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 895914109 SCHEDULE 13D Page 4 of 11
- ------------------------------------------------------------------------------
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) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
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 80,357**
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,998,158**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 80,357**
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,998,158**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,078,515**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 895914109 SCHEDULE 13D Page 5 of 11
Item 1. Security and Issuer
- ----------------------------
This Schedule 13D relates 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.
Item 2. Identity and Background
- --------------------------------
This Schedule 13D is being filed by Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA L.P."); Richard C. Blum & Associates,
Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the
Chairman and a substantial shareholder of RCBA Inc. (collectively, the
"Reporting Persons").
RCBA L.P. is a California limited partnership whose principal business is
acting as general partner for investment partnerships and providing investment
advisory and financial consulting services. RCBA L.P. is a registered
investment adviser with the Securities and Exchange Commission and with the
State of California. The sole general partner of RCBA L.P. is RCBA Inc. The
Interests were acquired on behalf of three limited partnerships of which RCBA
L.P. is the general partner.
The principal business office address of RCBA L.P. and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California 94133. The names of
the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman
President, Chairman Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
Murray A. Indick 909 Montgomery St. USA Managing Director
Managing Director, Suite 400 and General Counsel,
General Counsel and San Francisco, CA 94133 RCBA L.P.
Secretary
CUSIP NO. 895914109 SCHEDULE 13D Page 6 of 11
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Marketing,
of Marketing San Francisco, CA 94133 RCBA L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA 94133 Officer,
Officer RCBA, L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners Corporation,
Investment Banking
Business
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been 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.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The source of funds for the Interests held by RCBA L.P.'s limited partnerships
was the working capital of those limited partnerships.
Item 4. Purpose of Transaction
- -------------------------------
The purpose of the acquisition of the Interests was for investment, and the
acquisitions of the Interests by each of the limited partnerships were made in
the ordinary course of business and were not made for the purpose of acquiring
control of the Company.
On August 11, 1997, the Reporting Persons 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 are requesting, under the
Commission's rules, that the Commission keep confidential the August 11 and
August 12 writings. The Reporting Persons are considering a further response
to the August 12 writing from the Company and may continue to be interested in
acquiring control or the assets of the Company on acceptable economic terms.
CUSIP NO. 895914109 SCHEDULE 13D Page 7 of 11
In addition to the foregoing, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional
Interests or dispose of any or all of its Interests depending upon an ongoing
evaluation of the investment in the Interests, prevailing market conditions,
other investment opportunities, liquidity requirements of the Reporting Person
and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage
in communications with one or more interestholders of the Company, one or more
officers of the Company and/or one or more members of the board of directors
of the Company regarding the Company, including but not limited to its
operations.
Except to the extent the foregoing may be deemed a plan or proposal, none of
the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(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 has sole beneficial ownership of
14,000 Interests. Mr. Blum is also the beneficial owner of 66,357 shares by
virtue of his one-third equity ownership in 3055 Management Corp. which owns
Interests equal to 1% of total Interests outstanding. If Mr. Blum were deemed
to be the beneficial owner of the securities beneficially owned by RCBA Inc.,
he would own beneficially an aggregate of 2,078,515 Interests, which is 10.4%
of total Interests outstanding. 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.
CUSIP NO. 895914109 SCHEDULE 13D Page 8 of 11
(c) The following table sets forth the Reporting Persons' transactions in the
Interests. All transactions were private transactions.
Acquired (A)
Purchased (P)
Trade Date Sold (S) Shares Price/Share
- ---------- ------------- ------- -----------
2/27/97 (A) (i) 1,998,158 $0.625
2/27/97 (A) (i) 14,000 $0.625
2/27/97 (A) (i) 66,357 $0.625
5/16/97 (S) (ii) 940,956 $0.625
5/16/97 (S) (ii) 170,155 $0.625
5/16/97 (P) (ii) 166,756 $0.625
5/16/97 (P) (ii) 30,155 $0.625
5/16/97 (P) (ii) 414,656 $0.625
5/16/97 (P) (ii) 110,200 $0.625
5/16/97 (P) (ii) 34,344 $0.625
5/16/97 (P) (ii) 260,100 $0.625
5/16/97 (P) (ii) 14,500 $0.625
5/16/97 (P) (ii) 80,400 $0.625
(i) The Interests were acquired in private transactions in connection with
the spin-off by Cooperative Computing, Inc. (formerly known as Triad Systems
Corporation ("Triad")) of the Company to the shareholders of record of Triad
as of February 26, 1997.
(ii) The Interests were transferred in a privately-negotiated transaction
consummated on May 16, 1997; however, the transfer agent may or may not yet
have recorded such transfer.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
None of the Reporting Persons or, to the best knowledge of the Reporting
Persons, the other persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to any Interests of
the Company, including but not limited to the transfer or voting of any
Interests of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, except as previously disclosed.
CUSIP NO. 895914109 SCHEDULE 13D Page 9 of 11
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 [Confidential
Treatment is being requested from
the U.S. Securities & Exchange
Commission]
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.
[Confidential Treatment is being requested from
the U.S. Securities & Exchange
Commission]
CUSIP NO. 895914109 SCHEDULE 13D Page 10 of 11
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: August 14, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Marc T. Scholvinck
---------------------------------------
RICHARD C. BLUM
By Marc T. Scholvinck, Attorney-in-Fact
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 11 of 11
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: August 14, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Marc T. Scholvinck
---------------------------------------
RICHARD C. BLUM
By Marc T. Scholvinck, Attorney-in-Fact
