-----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, TgbPOVkV6jhV+ojUTvNiLxoIsi0Xq0Ae3rqHCEHMAQ25rX316QfJtvQS4+sTJ1WO vX8yECKHDUT9iMZGveYsXA== 0000950134-97-001516.txt : 19970305 0000950134-97-001516.hdr.sgml : 19970305 ACCESSION NUMBER: 0000950134-97-001516 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970304 SROS: NONE GROUP MEMBERS: CCI ACQUISITION CORP. GROUP MEMBERS: COOPERATIVE COMPUTING INC GROUP MEMBERS: HICKS, MUSE, TATE & FURST INCORPORATED 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33377 FILM NUMBER: 97550423 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 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: 97550424 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 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 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 8 (FINAL AMENDMENT) 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 10 Pages Exhibit Index is located on Page 6 2 CUSIP NO. 895818 20 1 14D-1 Page 2 of __ Pages - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Cooperative Computing, Inc. - -------------------------------------------------------------------------------- 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 Texas - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 7 PERSON 1,000 shares* - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES 8 CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100%* - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 10 CO - --------------------------------------------------------------------------------
* On February 27, 1997, Hicks, Muse, Tate & Furst Equity Fund III, L.P. purchased 9,600,000 shares of common stock, $.01 par value per share, of Cooperative Computing, Inc. (approximately 54.55% of the issued and outstanding shares of such common stock). Cooperative Computing Inc. then owned beneficially all of the issued and outstanding shares of common stock, $.01 par value per share, of CCI Acquisition Corp. As a result of the consummation by CCI Acquisition Corp. on February 27, 1997 of the tender offer to which this statement relates, CCI Acquisition Corp. became the beneficial owner of 19,459,616 Shares. Pursuant to a second stage merger of CCI Acquisition Corp. with and into Triad Systems Corporation on the same day (in connection with which merger Triad Systems Corporation's Certificate of Incorporation was amended and restated, to among other things, provide for an equity capital structure including 1,000 shares of common stock, $.01 par value per share ("New Shares")), each Share held by a person other than Cooperative Computing, Inc. was converted into the right to receive $9.25 in cash, and Cooperative Computing, Inc. became the direct beneficial owner of all of the New Shares. Accordingly, Hicks, Muse, Tate & Furst Equity Fund III, L.P. is the indirect beneficial owner of 545.5 (54.55%), and Cooperative Computing, Inc. is the direct beneficial owner of 1,000 (100%), of the issued and outstanding New Shares. 2 3 CUSIP NO. 895818 20 1 14D-1 Page 3 of __ 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 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 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 545.5* - -------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 54.55% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON 10 PN - --------------------------------------------------------------------------------
* On February 27, 1997, Hicks, Muse, Tate & Furst Equity Fund III, L.P. purchased 9,600,000 shares of common stock, $.01 par value per share, of Cooperative Computing, Inc. (approximately 54.55% of the issued and outstanding shares of such common stock). Cooperative Computing Inc. then owned beneficially all of the issued and outstanding shares of common stock, $.01 par value per share, of CCI Acquisition Corp. As a result of the consummation by CCI Acquisition Corp. on February 27, 1997 of the tender offer to which this statement relates, CCI Acquisition Corp. became the beneficial owner of 19,459,616 Shares. Pursuant to a second stage merger of CCI Acquisition Corp. with and into Triad Systems Corporation on the same day (in connection with which merger Triad Systems Corporation's Certificate of Incorporation was amended and restated, to among other things, provide for an equity capital structure including 1,000 shares of common stock, $.01 par value per share ("New Shares")), each Share held by a person other than Cooperative Computing, Inc. was converted into the right to receive $9.25 in cash, and Cooperative Computing, Inc. became the direct beneficial owner of all of the New Shares. Accordingly, Hicks, Muse, Tate & Furst Equity Fund III, L.P. is the indirect beneficial owner of 545.5 (54.55%), and Cooperative Computing, Inc. is the direct beneficial owner of 1,000 (100%), of the issued and outstanding New Shares. 3 4 TENDER OFFER This Amendment No. 8 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, Amendment No. 6 filed on February 7, 1997 and Amendment No. 7 filed on February 19, 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 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. The response to Item 6 is amended and supplemented by the addition of the following: The Offer expired at 10:00 A.M., New York City time, on Thursday, February 27, 1997. Following the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered pursuant to the Offer. The Purchaser was informed by the Depositary that 19,459,616 Shares (approximately 98.7% of the issued and outstanding Shares) were validly tendered and not withdrawn pursuant to the Offer, including 1,802,284 Shares tendered pursuant to the procedure for guaranteed delivery. On February 27, 1997, subsequent to the consummation of the Offer, a merger of Purchaser with and into the Company (the "Merger") pursuant to Section 253 of the General Corporation Law of the State of Delaware became effective. The Company was the surviving corporation in the Merger. The Merger was the second and final step in the acquisition by Cooperative Computing of the Company pursuant to the Agreement and Plan of Merger, dated as of October 17, 1996, among Parent, Purchaser and the Company (as amended on January 15, 1997 and February 19, 1997, the "Merger Agreement"). The first step was the Offer. Under the Merger Agreement, each Share outstanding immediately prior to the effective time of the Merger (excluding Shares owned, directly or indirectly, by the Company, Parent or any of their respective subsidiaries, and Shares held by persons exercising dissenter's rights) was converted into the right to receive $9.25 per Share in cash. As a result of the Merger, the Company is now a wholly-owned subsidiary of Parent. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Statement is supplemented by adding thereto the following information: (a)(17) Text of Press Release, dated February 26, 1997. (a)(18) Text of Press Release, dated February 27, 1997. 4 5 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: March 4, 1997 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 6 EXHIBIT INDEX Exhibit - ------- (a)(17) Text of Press Release, dated February 26, 1997 (a)(18) Text of Press Release, dated February 27, 1997 6 EX-99.A17 2 PRESS RELEASE DATED FEBRUARY 26, 1997 1 (a)(17) COOPERATIVE COMPUTING INC. AND CCI ACQUISITION CORP. RECEIVE CLEARANCE TO COMPLETE ACQUISITION OF TRIAD SYSTEMS CORP., PAVING WAY FOR COMPLETION OF TENDER OFFER AS SCHEDULED AT 10:00 A.M. NEW YORK TIME ON THURSDAY, FEB. 17 AUSTIN, TEX., February 26, 1997 - Cooperative Computing Inc. and its affiliate CCI Acquisition Corp. today announced that, as a result of a unanimous decision by the Federal Trade Commission (FTC) to accept for public comment Cooperative Computing's previously indicated agreement with the FTC staff, CCI Acquisition is now clear to complete its previously announced tender offer for all of the issued and outstanding shares of Triad Systems Corp. (NASDAQ: TRSC). Cooperative Computing and CCI Acquisition further stated that CCI Acquisition expects and intends to complete the tender offer as scheduled at 10:00 A.M., New York City time, on Thursday, Feb. 27, 1997. CONTACT: Roy Winnick Kekst and Company 212/593-2655 EX-99.A18 3 PRESS RELEASE DATED FEBRUARY 27, 1997 1 (a)(18) HICKS, MUSE, TATE & FURST INCORPORATED AND COOPERATIVE COMPUTING INC. COMPLETE ACQUISITION OF TRIAD SYSTEMS CORP. DALLAS, AUSTIN and LIVERMORE, Calif., February 27, 1997 - Hicks, Muse, Tate & Furst Incorporated, of Dallas, and Cooperative Computing, Inc. (CCI), of Austin, a provider of information-management solutions to large warehouse distributors in the automotive aftermarket business, today announced that they have completed the acquisition of Triad Systems Corp., of Livermore, Calif., a provider of information systems to the independent jobber segment of the automotive parts aftermarket as well as to retail hardware and lumber dealers, in a transaction creating a company with an enterprise value of approximately $300 million. The companies said that prior to the completion of the acquisition transaction, CCI Acquisition Corp., an affiliate of CCI, successfully completed its tender offer for all of the issued and outstanding shares of Triad Systems Corp. The tender offer expired as scheduled at 10:00 A.M., New York City time, on Thursday, Feb. 27, 1997. Based on a preliminary count, 19,459,616 shares of Triad common stock were tendered and accepted for payment, representing in excess of 98% of the issued and outstanding shares of Triad. Based on approximately 19,708,000 fully diluted shares of Triad common stock outstanding, and the per-share cash consideration of $9.25 for such shares, the total value of the cash portion of the consideration to be paid for such shares is approximately $182.3 million. In addition, as previously indicated, Triad shareholders will also receive shares in a spun-off entity whose assets will consist of Triad's real property in Livermore, Calif., including its 220,000-square-foot corporate headquarters and approximately 150 acres of property held for sale in the Triad Park development. The spun-off real estate entity has assumed approximately $20.7 million of indebtedness previously secured by the spun-off real estate. Over time, the real estate entity will liquidate its real estate portfolio, with proceeds used to pay expenses (including taxes), repay secured debt and distribute any remaining proceeds to current Triad shareholders. The value of the ultimate cash distribution to be realized by Triad shareholders has not been determined. Cooperative Computing, Inc. founded in 1976 by Glenn E. Staats, Ph.D., is a privately held firm that has experienced rapid growth in developing highly sophisticated program distribution solutions for the automotive aftermarket and related 2 industries. The company is well-known for its long-term investment in research and development to produce leading-edge information solutions for its clients. CCI's market focus has been on providing solutions to larger warehouse distributors and their customer networks. Triad has long been known for its focus on the independent jobber segment of the automotive aftermarket, where it has excelled in developing and delivering innovative solutions. Triad is also known for providing business solutions for the hardlines (hardware) and lumber marketplace. Founded in 1972, Triad has been a pioneer in sales and marketing strategies to its target markets. Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse, said: "We are pleased to partner with CCI's owners, Glenn and Preston Staats, and the people of CCI and Triad to create a platform company in the growing information services and management industry." Glenn E. Staats has been named President and Chief Executive Officer of the new Cooperative Computing, Inc. and is its largest individual shareholder. Preston W. Staats, Ph.D., his brother, has been named Chief Operating Officer. James R. Porter, formerly President and Chief Executive Officer of Triad, has been named Chairman of the Board of the new Cooperative Computing, Inc. Glenn E. Staats said: "There are substantial synergies that arise from the combination of our two companies. First, Triad's large, well-managed, and highly successful sales force, working in conjunction with CCI's National Account team, will allow our new company to market a complete package of system and data offerings to our respective customer groups. Secondly, we will be able to amortize our expenses over a much larger potential user base and hence lower our customers' costs. Finally, the combination of our research and development efforts will provide our customers with far superior products than either one of us could have developed separately. As a result, we will be able to significantly increase our Hardlines, Lumber and Automotive Aftermarket customers' ability to prosper in their competitive marketplace." Mr. Porter said: "The combination of CCI and Triad benefits our automotive-aftermarket and other customers by enhancing our ability to help them use information-management systems to improve their operating efficiency. It also positions us for continued growth in the businesses we are currently in and others we may choose to pursue." 2 3 Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated, a leading private investment firm, has completed or currently has pending more than 70 transactions with a total capital value of approximately $19 billion. Headquartered in Dallas, Hicks Muse also has offices in New York, St. Louis and Mexico City. # # # Contact: Roy Winnick Kekst and Company 212/593-2655 3 -----END PRIVACY-ENHANCED MESSAGE-----