-----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, AUWqHB9JmX80wEk7vSTfx4YegkQIAIDJcWMtv3gb7+V1mBqXScX6MkUzLsr+SuDA d+mOTU6ZLB2ac+LohgWlbA== 0000950134-97-000486.txt : 19970128 0000950134-97-000486.hdr.sgml : 19970128 ACCESSION NUMBER: 0000950134-97-000486 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970127 SROS: NONE GROUP MEMBERS: CCI ACQUISITION GROUP MEMBERS: COOPERATIVE COMPUTING INC GROUP MEMBERS: HICKS MUSE TATE 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: 97511343 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. 5 TO SC 14D1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ AMENDMENT NO. 5 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 5 Pages Exhibit Index is located on Page 4 2 TENDER OFFER This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule 14D-1 and the Statement on Schedule 13D filed on October 23, 1996 by CCI Acquisition Corp., a Delaware corporation ("Purchaser"), and Cooperative Computing, Inc., a Texas corporation ("Parent"), as amended by Amendment No. 1 filed on November 21, 1996, Amendment No. 2 filed on December 12, 1996, Amendment No. 3 filed on January 2, 1997 and Amendment No. 4 filed on January 17, 1997 (as amended, the "Statement"), 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 to the Statement as Exhibits (a)(1) and (a)(2), respectively (which collectively constitute the "Offer"). ITEM 10. ADDITIONAL INFORMATION. The response to Item 10(f) is supplemented as follows: On January 24, 1997, Parent and Purchaser issued a joint press release, the text of which is attached hereto as exhibit (a)(14). The first and third 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)(14) Text of Press Release, dated January 24, 1997. 2 3 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: January 27, 1997 CCI ACQUISITION CORP. By: /s/ GLENN E. STAATS ------------------------------------------------- Name: Glenn E. Staats ----------------------------------------------- Title: 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: HM3/GP Partners, L.P., its General Partner 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 --------------------------------- 3 4 EXHIBIT INDEX
Exhibit - ------- 99.(a)(14) Text of Press Release, dated January 24, 1997
EX-99.(A)(14) 2 PRESS RELEASE 1 99.(a)(14) 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 10:00 A.M. ON FRIDAY, FEBRUARY 7, 1997 AUSTIN, TEXAS, JANUARY 24, 1997 -- Cooperative Computing, Inc. and its affiliate CCI Acquisition Corp., both of Austin, announced today that CCI Acquisition has extended until 10:00 A.M., New York City time, on Friday, February 7, 1997 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 at 10:00 A.M., New York City time, on Monday, January 27, 1997. 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 has been advised by the depositary for the tender offer that as of 5:00 P.M., New York City time, on January 24, 1997, 14,943,953 shares of Triad's common stock (approximately 84.2% of the issued and outstanding shares) had been validly tendered and not withdrawn. CCI Acquisition stated that it was extending the tender offer to provide additional time to resolve certain issues raised by the Federal Trade Commission in connection with the FTC's review of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act. CCI Acquisition also stated that, although no assurances can be given, it is optimistic that all such outstanding issues will be satisfactorily resolved. -----END PRIVACY-ENHANCED MESSAGE-----