-----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, OWFiPAn9MirEdxxXW0WR3KtekFyLqQ3VW0KDPQzcbtO0nQ+wn7CeWzVTbXGSCDWH 1s4nKmL+Qk2Q0KDvMz4/Xw== 0000950134-97-001220.txt : 19970222 0000950134-97-001220.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950134-97-001220 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970219 SROS: NONE GROUP MEMBERS: CCI ACQUISITION CORP. GROUP MEMBERS: COOPERATIVE COMPUTING INC GROUP MEMBERS: HICKS, MUSE, TATE & FIRST EQUITY FUND, III 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: 97538981 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. 7 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 7 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 12 Pages Exhibit Index is located on Page 5 2 TENDER OFFER This Amendment No. 7 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, Amendment No. 4 filed on January 17, 1997, Amendment No. 5 filed on January 27, 1997 and Amendment No. 6 filed on February 7, 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 4(b) is supplemented as follows: The Chase Manhattan Bank has extended its commitment to provide the debt financing for the transaction through March 7, 1997. The foregoing summary of the extension does not purport to be complete and is qualified in its entirety by reference to such extension, a copy of which is attached hereto as Exhibit (b)(3) and incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. The information set forth under Item 5(a)-(e) is amended and supplemented by the addition of the following: On February 19, 1997, Purchaser, Parent and the Company entered into the Second Amendment to Agreement and Plan of Merger (the "Second Amendment"). Pursuant to the Second Amendment, the final date for the consummation of the Offer by Purchaser was extended to March 7, 1997 (the 135th day following the commencement of the Offer). Previously, the Merger Agreement provided that the final date was to be February 20, 1997 (the 120th day following commencement). The Second Amendment effected a corresponding change to the termination provisions of the Merger Agreement. The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit (c)(5) and incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 is amended and supplemented as set forth in Item 5 above. ITEM 10. ADDITIONAL INFORMATION.R The response to Item 10(f) is supplemented as follows: On February 18, 1997, Parent and Purchaser issued a joint press release, the text of which is attached hereto as Exhibit (a)(16). The first, second and third paragraphs of such press release are incorporated herein by reference. 2 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Statement is supplemented by adding thereto the following information: 99(a)(16) Text of Press Release, dated February 18, 1997. 99(b)(3) Letter Agreement, dated February 18, 1997, among Purchaser, The Chase Manhattan Bank and Chase Securities Inc. 99(c)(5) Second Amendment to Agreement and Plan of Merger, dated February 19, 1997, among Parent, Purchaser and the Company. 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: February 19, 1997 CCI ACQUISITION CORP. By: /s/ PRESTON W. STAATS, JR. ----------------------------------------------- Name: Preston W. Staats, Jr. -------------------------------------------- Title: Executive 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: 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 ------------------------- 5 EXHIBIT INDEX Exhibit 99(a)(16) Text of Press Release, dated February 18, 1997 99(b)(3) Letter Agreement, dated February 18, 1997, among Purchaser, The Chase Manhattan Bank and Chase Securities Inc. 99(c)(5) Second Amendment to Agreement and Plan of Merger, dated February 19, 1997, among Parent, Purchaser and the Company. 5 EX-99.(A)(16) 2 PRESS RELEASE 1 EXHIBIT 99(a)(16) Contact: Roy Winnick Kekst and Company (212) 593-2655 COOPERATIVE COMPUTING, INC. AND CCI ACQUISITION CORP. ANNOUNCE TENTATIVE AGREEMENT WITH FEDERAL TRADE COMMISSION REGARDING ACQUISITION OF TRIAD SYSTEMS CORPORATION; EXTEND CASH TENDER OFFER FOR TRIAD COMMON STOCK UNTIL 10:00 A.M. ON THURSDAY, FEBRUARY 27, 1997 AUSTIN, TEXAS, FEBRUARY 18, 1997 -- Cooperative Computing, Inc. and its affiliate, CCI Acquisition Corp., both of Austin, Texas, announced today that Cooperative Computing had entered into an agreement with the staff of the Federal Trade Commission which they believe will permit Cooperative Computing to consummate its previously announced acquisition of Triad Systems Corporation (NASDAQ: TRSC). Accordingly, CCI Acquisition has extended its tender offer for all of the issued and outstanding shares of common stock of Triad at a price of $9.25 per share, net to the seller in cash, until 10:00 A.M., New York City time, on Thursday, February 27, 1997, at which time it anticipates that approval of the FTC Commissioners will have been received. The tender offer was previously scheduled to expire at 10:00 A.M., New York City time, on Wednesday, February 19, 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. Cooperative Computing and CCI Acquisition also announced that they anticipated the merger agreement with Triad would be amended to allow additional time to consummate the tender offer, and that The Chase Manhattan Bank had extended its commitment to provide the debt financing for the transaction. CCI Acquisition has been advised by the depositary for the tender offer that as of 5:00 P.M., New York City time, on February 18, 1997, 15,721,802 shares of Triad's common stock (approximately 88.6% of the issued and outstanding shares) had been validly tendered and not withdrawn. Upon consummation of the tender offer, Cooperative Computing and Triad will be jointly owned by Hicks, Muse, Tate & Furst Incorporated and the present shareholders of Cooperative Computing, including Glen E. Staats, Phd., who will be 2 the President and Chief Executive Officer of Cooperative Computing. Hicks, Muse, Tate & Furst Incorporated is a leading private investment firm and since its formation in 1989 has completed or currently has pending more than 70 transactions with a total capital value of approximately $19 billion. 2 EX-99.(B)(3) 3 LETTER AGREEMENT 1 [CHASE LETTERHEAD] EXHIBIT 99(b)(3) February 18, 1997 CCI Acquisition Corp. c/o Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attention: Patrick K. McGee Gentlemen: Reference is made to our Commitment Letter to you, dated October 16, 1996, as amended January 15, 1997 (including the Term Sheets, the "Commitment Letter"), relating to the Facilities. Capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter. It is our understanding that there are ongoing discussions with the Federal Trade Commission (the "FTC") relating to certain issues (the "FTC Issues") raised by the FTC in connection with its review of the Tender Offer. In that connection and subject to the next two sentences, we hereby confirm that all references to February 20, 1997 contained in the Commitment Letter and the accompanying Term Sheets are hereby amended to read "March 7, 1997" and each of the termination dates for Chase's commitment under the Commitment Letter and CSI's agreement to perform the services described therein shall be extended from February 20, 1997 to March 7, 1997. In fulfillment of your obligations under the Commitment Letter (a) you shall provide us (i) Projections, reasonably calculated to give effect to the final settlement of the FTC Issues (the "FTC Settlement"), (ii) a description of the terms of any asset licenses or transfers effected in connection with the FTC Settlement and (iii) any other information reasonably requested by us with respect to the FTC Issues none of which shall be materially inconsistent in a material and adverse manner with any information or other matter disclosed to us prior to the date of the Commitment Letter or could reasonably be expected to have a material adverse effect on the business, operations, financial condition or prospects of CCI, Acquisition Co., Target and their subsidiaries taken as a whole or on their ability to perform the covenants and obligations in a timely manner under the financing agreements, and (b) you and your affiliates shall use your best efforts to assist the Lenders in their review of the FTC Settlement in order to facilitate the execution by the Lenders of the credit documentation. All other conditions agreements, covenants and 2 CCI Acquisition Corp. 2 February 18, 1997 indemnities contained in the Commitment Letter, the accompanying Term Sheets and the Fee Letter shall remain in full force and effect. Very truly yours, THE CHASE MANHATTAN BANK By:/s/ DANIEL ROUSE ----------------------------------- Name:Daniel Rouse Title: Attorney-in-fact By: /s/ JOHN F. SIMONSON ----------------------------------- Name:John F. Simonson Title: Vice President AGREED TO AND ACCEPTED: CCI ACQUISITION CORP. By: /s/ PATRICK K. MCGEE --------------------------------- Name: Patrick K. McGee Title:Vice President EX-99.(C)(5) 4 2ND AMENDMENT TO AGREEMENT 1 EXHIBIT 99(c)(5) SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Second Amendment") is made and entered into as of the 19th day of February, 1997 by and among Cooperative Computing, Inc., a Texas corporation ("Parent"), CCI Acquisition Corp., a Delaware corporation ("Sub"), and Triad Systems Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, Parent, Sub and the Company are parties to an Agreement and Plan of Merger, dated as of October 17, 1996 (as amended by that certain First Amendment to Agreement and Plan of Merger dated as of January 15, 1997, the "Merger Agreement"); WHEREAS, Parent, Sub and the Company wish to amend certain provisions of the Merger Agreement; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Defined Terms. Terms used herein with their initial letters capitalized and not otherwise defined herein (including those terms so used and not defined in the recitals above) shall have the respective meanings given such terms in the Merger Agreement. 2. Amendment of Section 1.1(b) of the Merger Agreement. The first sentence of Section 1.1(b) of the Merger Agreement is hereby amended by deleting each of the two references to "120 calendar days" appearing in clause (v) of such sentence and replacing each such reference with the following: "135 calendar days". 3. Amendment of Section 8.1(g) of the Merger Agreement. Section 8.1(g) of the Merger Agreement is hereby amended by deleting the reference to "the 120th day" appearing in such Section and replacing such reference with the following: "the 135th day". 4. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which will be 2 deemed an original and all of which together will constitute one and the same instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 2 3 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date and year first above written. COOPERATIVE COMPUTING, INC. By: /s/ MATTHEW HALE ------------------------------------- Name: Matthew Hale ----------------------------------- Title: Chief Financial Officer ---------------------------------- CCI ACQUISITION CORP. By: /s/ GLENN E. STAATS ------------------------------------ Name: Glenn E. Staats ---------------------------------- Title: President --------------------------------- TRIAD SYSTEMS CORPORATION By: /s/ STANLEY F. MARQUIS ------------------------------------ Name: Stanley F. Marquis ---------------------------------- Title: Chief Financial Officer --------------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----