-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHWmCV2Vt2/7tTb6+rfF4PQPXfBdQKFy2uSFqdki86vsMcpr6Revcw/ePc1i4HML erARka4dSBAOGmfV1xKQSA== 0000950134-96-006457.txt : 19961122 0000950134-96-006457.hdr.sgml : 19961122 ACCESSION NUMBER: 0000950134-96-006457 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961121 SROS: NONE GROUP MEMBERS: CCI ACQUISITION GROUP MEMBERS: COOPERATIVE COMPUTING INC GROUP MEMBERS: HICKS,MUSE,TATE & FURST EQUITY FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAD SYSTEMS CORP CENTRAL INDEX KEY: 0000313867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942160013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33377 FILM NUMBER: 96670039 BUSINESS ADDRESS: STREET 1: 3055 TRIAD DR CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 5104490606 MAIL ADDRESS: STREET 1: 3055 TRIAD DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERATIVE COMPUTING INC CENTRAL INDEX KEY: 0001022102 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 6207 BEE CAVE ROAD CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 6193282300 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- AMENDMENT NO. 1 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D under the Securities Exchange Act of 1934 -------------------- TRIAD SYSTEMS CORPORATION (Name of Subject Company) -------------------- CCI ACQUISITION CORP. COOPERATIVE COMPUTING, INC. (Bidders) -------------------- Common Stock, $.001 par value (Title of Class of Securities) -------------------- 895818 20 1 (CUSIP number of Class of Securities) -------------------- Lawrence D. Stuart, Jr. Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court, Suite 1600 Dallas, Texas 75201-6950 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidders) -------------------- Copy to: Thomas A. Roberts, Esq. David A. Bryson, Esq. Weil, Gotshal & Manges LLP 100 Crescent Court, Suite 1300 Dallas, Texas 75201-6950 -------------------- CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $182,232,844 $36,447 ================================================================================
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase, at a price per Share of $9.25 in cash, of the 17,749,158 shares of common stock, $.001 par value ("Shares"), of the Company issued and outstanding as of September 30, 1996, 1,838,190 Shares issuable upon the exercise of outstanding options, and an estimated 113,500 Shares issuable under the subject company's 1990 Employee Stock Purchase Plan. [x] Check box if any part of the fee is offset as provided by 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 the form or schedule and the date of its filing. Amount Previously Paid: $36,447 Filing Party: CCI Acquisition Corp. and Form or Registration No.: Schedule 14D-1 and Cooperative Computing, Inc. Schedule 13D Date Filed: October 23, 1996
Page 1 of 7 Pages Exhibit Index is located on Page 5 2 - -------------------------------------------------------------------------------- CUSIP NO. 895818 20 1 14D-1 Page 2 of 7 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Hicks, Muse, Tate & Furst Equity Fund III, L.P. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEM 2(e) or 2(f). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7 PERSON 0* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES 8 CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% - -------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * On October 17, 1996, Cooperative Computing, Inc., a Texas corporation ("Parent"), and CCI Acquisition Corp., a Delaware corporation and an affiliate of Parent ("Purchaser"), entered into a Stockholders Agreement (the "Stockholders Agreement") with certain stockholders (collectively, the "Selling Stockholders") of Triad Systems Corporation (the "Company"), pursuant to which the Selling Stockholders, which include all of the members of the Board of Directors of the Company, agreed to validly tender and not withdraw pursuant to Purchaser's offer to purchase an aggregate of 3,537,094 shares of common stock, $.001 par value per share (the "Shares"), of the Company representing all of the outstanding Shares which are owned of record or beneficially by them. Such Shares represent approximately 18.0% of the Shares outstanding calculated on a fully-diluted basis. The Stockholders Agreement is described more fully in Section 12 of the Offer to Purchase, dated October 23, 1996 (the "Offer to Purchase"). Hicks, Muse, Tate & Furst Equity Fund III, L.P., which contemplates making an equity investment in Parent, disclaims beneficial ownership of the Shares and further disclaims that it is a bidder for purposes of the Offer (as defined in the Offer to Purchase). 2 3 TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 and statement on Schedule 13D (the "Statement") filed on October 23, 1996 by CCI Acquisition Corp., a Delaware corporation ("Purchaser"), and Cooperative Computing, Inc., a Texas corporation ("Parent"), relating to the offer by Purchaser to purchase all outstanding shares of common stock, $.001 par value (the "Shares"), of Triad Systems Corporation (the "Company"), at $9.25 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 23, 1996 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were attached thereto as Exhibits (a)(1) and (a)(2), respectively (which collectively constitute the "Offer"). ITEM 4. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 4(a) is supplemented as follows: On November 20, 1996, Parent and Purchaser issued a joint press release, the text of which is attached hereto as Exhibit (a)(9). The third paragraph of such press release is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. The response to Item 10(c) is supplemented as follows: On November 15, 1996, Parent and the Company issued a joint press release, the text of which is attached hereto as Exhibit (a)(10) and incorporated herein by reference. The response to Item 10(f) is supplemented as follows: On November 20, 1996, Parent and Purchaser issued a joint press release, the text of which is attached hereto as exhibit (a)(9). The first and fourth paragraphs of such press release are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Statement is supplemented by adding thereto the following information: (a)(9) Text of Press Release, dated November 20, 1996. (a)(10) Text of Press Release, dated November 15, 1996. 3 4 SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 21, 1996 CCI ACQUISITION CORP. By: /s/ Patrick K. McGee ------------------------------------------ Name: Patrick K. McGee ---------------------------------------- Title: Vice President --------------------------------------- COOPERATIVE COMPUTING, INC. By: /s/ Matthew Hale ------------------------------------------ Name: Matthew Hale ---------------------------------------- Title: Chief Financial Officer --------------------------------------- HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. By: Hicks, Muse GP Partners III, L.P., its General Partner By: Hicks, Muse Fund III Incorporated, its General Partner By: /s/ Lawrence D. Stuart, Jr. --------------------------------- Name: Lawrence D. Stuart, Jr. ------------------------------- Title: Managing Director ------------------------------ 4 5 EXHIBIT INDEX Exhibit - ------- 99.(a)(9) Text of Press Release, dated November 20, 1996 99.(a)(10) Text of Press Release, dated November 15, 1996 EX-99.(A)(9) 2 PRESS RELEASE NOVEMBER 20, 1996 1 EXHIBIT (a)(9) Contact: Roy Winnick Kekst and Company (212) 593-2655 COOPERATIVE COMPUTING, INC. AND CCI ACQUISITION CORP. EXTEND CASH TENDER OFFER FOR SHARES OF TRIAD SYSTEMS CORPORATION UNTIL 12:00 P.M. ON FRIDAY, DECEMBER 13, 1996 AUSTIN, TEXAS, NOVEMBER 20, 1996 -- Cooperative Computing, Inc. and its affiliate CCI Acquisition Corp., both of Austin, announced today that CCI Acquisition Corp. has extended until 12:00 midnight, New York City time, on Friday, December 13, 1996 its tender offer for all of the issued and outstanding shares of common stock of Triad Systems Corporation (NASDAQ:TRSC) of Livermore, California at a price of $9.25 per share, net to the seller in cash. The tender offer was previously scheduled to expire today at 12:00 midnight, New York City time. The terms of the extended tender offer are identical to those in the original tender offer contained in the tender offer materials filed with the Securities and Exchange Commission on October 23, 1996. CCI Acquisition Corp. has been advised by the depositary for the tender offer that as of 5:00 P.M., New York City time, on November 20, 1996, 14,411,662 shares of Triad Systems Corporation's common stock (approximately 81.2% of the issued and outstanding shares) had been validly tendered and not withdrawn. Of the total number of shares tendered, 3,459,989 shares (approximately 19.5% of the issued and outstanding shares) had been tendered pursuant to Notices of Guaranteed Delivery. Cooperative Computing, Inc. and CCI Acquisition Corp. also announced today that Hicks, Muse, Tate & Furst Equity Fund III, L.P. had received from its various partners all capital contributions necessary for funding its contemplated equity investment in Cooperative Computing, Inc., subject to the terms and conditions specified in CCI Acquisition Corp.'s Offer to Purchase dated as of October 23, 1996. As previously announced on November 15, 1996, the Federal Trade Commission has requested additional information and documentary material in connection with its review of the tender offer. The companies intend to respond promptly to the FTC request. EX-99.(A)(10) 3 PRESS RELEASE NOVEMBER 15, 1996 1 EXHIBIT (a)(10) FOR IMMEDIATE RELEASE [LOGO] TRIAD Systems Corporation No. 97-4 CONTACT: TIM MEHREN 510 449-0606 TRIAD, CCI ANNOUNCE FTC RESPONSE TO HART-SCOTT-RODINO FILING LIVERMORE, Calif., November 15, 1996 -- Triad Systems Corporation (NASDAQ:TRSC) and Cooperative Computing, Inc. (CCI) today announced that the Federal Trade Commission has requested additional information and documentary material in connection with its review of the proposed cash tender offer for Triad's common shares by CCI Acquisition Corp., an affiliate of CCI. The FTC request will result in an extension of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The companies intend to respond pormptly to the FTC request. On October 17, 1996, Triad and CCI announced the signing of a definitive agreement under which CCI Acquisition Corp. would acquire Triad. On October 23, CCI Acquisition Corp. began a cash tender offer for all outstanding Triad shares at a price of $9.25 per share. #### -----END PRIVACY-ENHANCED MESSAGE-----