-----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, OBtMEPgmfsHwipMVJGebhkIQ0eWjiCji3vPXRIKbMXlE35qBYpUVqjjaHBe1bhEP Cqf0nKcYfFeRpoqMTeaSFw== 0000950134-96-006513.txt : 19961125 0000950134-96-006513.hdr.sgml : 19961125 ACCESSION NUMBER: 0000950134-96-006513 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961122 SROS: NASD 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33377 FILM NUMBER: 96671143 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO.1 TO SC 14D9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- TRIAD SYSTEMS CORPORATION (Name of Subject Company) TRAID SYSTEMS CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 895818 20 1 (CUSIP Number of Class of Securities) JAMES R. PORTER PRESIDENT AND CHIEF EXECUTIVE OFFICER TRIAD SYSTEMS CORPORATION 3055 TRIAD DRIVE LIVERMORE, CA 94550 (510) 449-0606 (Name, address and telephone number of persons authorized to receive notice and communications on behalf of person(s) filing statement) COPY TO: DANIEL COOPERMAN, ESQ. McCUTCHEN, DOYLE, BROWN & ENERSEN MARKET POST TOWER, SUITE 1500 55 SOUTH MARKET STREET SAN JOSE, CA 95113 ================================================================================ 2 This Amendment No. 1 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed on October 23, 1996 by Triad Systems Corporation, a Delaware corporation (the "Company"), relating to the offer by CCI Acquisition Corp., a Delaware corporation ("Purchaser"), an affiliate of Cooperative Computing, Inc., a Texas corporation ("Parent"), to purchase all of the Company's outstanding shares of common stock, $.001 par value (the "Shares") at a price of $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 1 and 2, respectively (which collectively constitute the "Offer"). ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The response to Item 8 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 99.11 and incorporated herein by reference. On November 20, 1996, Parent and Purchaser issued a joint press release, the text of which is attached hereto as Exhibit 99.12. The first and fourth paragraphs of such press release are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is supplemented by adding thereto the following information: Exhibit 99.9 Opinion of Hambrecht & Quist LLC, dated October 16, 1996.* Exhibit 99.11 Text of Press Release, dated November 15, 1996. Exhibit 99.12 Text of Press Release, dated November 20, 1996. - --------------- * Omitted from Schedule 14D-9 filed with the Securities and Exchange Commission on October 23, 1996. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 22, 1996 TRIAD SYSTEMS CORPORATION By /s/ STANLEY F. MARQUIS ----------------------------------- Stanley F. Marquis Vice President, Finance and Chief Financial Officer 2 4 INDEX TO EXHIBITS Exhibit 99.9 Opinion of Hambrecht & Quist LLC, dated October 16, 1996.* Exhibit 99.11 Text of Press Release, dated November 15, 1996. Exhibit 99.12 Text of Press Release, dated November 20, 1996. - --------------- * Omitted from Schedule 14D-9 filed with the Securities and Exchange Commission on October 23, 1996. EX-99.9 2 OPINION OF HAMBRECHTI QUIST 1 EXHIBIT 99.9 [HAMBRECHT & QUIST LLC LETTERHEAD] October 16, 1996 Confidential The Board of Directors Triad Systems Corporation 3055 Triad Drive Livermore, California 94550 Gentlemen: You have requested our opinion as to the fairness from a financial point of view to the holders of the outstanding shares of common stock, par value $0.001 per share ("Common Stock"), of Triad Systems Corporation ("Triad" or the "Company") of the consideration to be received by such holders in connection with a proposed transaction (the "Proposed Transaction") as set forth below. We understand that Triad, Cooperative Computing, Inc. ("CCI") and CCI Acquisition Corp. (the "Purchaser") propose to enter into an Agreement and Plan of Merger (the "Agreement") dated as of October 17, 1996. The terms of the Agreement provide, among other things, that (i) the Purchaser will promptly commence a tender offer (the "Offer") to purchase for cash all of the outstanding shares of Common Stock at a purchase price of $9.25 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Agreement and certain documents (the "Offer Documents") to be filed with the Securities and Exchange Commission; and (ii) the Purchaser will subsequently be merged (the "Merger") with and into the Company in a transaction which will provide all remaining holders of shares of Common Stock (other than the Company, CCI, the Purchaser or their respective subsidiaries, and holders who have perfected their appraisal rights under Delaware law) with $9.25 per share in cash. The Offer and the Merger constitute the "Proposed Transaction." We further understand that, prior to the consummation of the Offer, the Company intends to declare a dividend (payable to its record shareholders) consisting of ownership interests in a newly-created entity that will own, directly or indirectly, certain real estate assets currently owned by the Company. Hambrecht & Quist LLC ("Hambrecht & Quist"), as part of its investment banking services, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. We have acted as a financial advisor to the Board of Directors of Triad in connection with the Proposed Transaction, and we will receive a fee for our services, which include the rendering of this opinion. 2 The Board of Directors Triad Systems Corporation Page 2 In connection with our review of the Proposed Transaction, and in arriving at our opinion, we have, among other things: (i) reviewed the publicly available consolidated financial statements of Triad for recent years and interim periods to date and certain other relevant financial and operating data of Triad made available to us from published sources and from the internal records of Triad; (ii) discussed with certain members of the management of Triad the business, financial condition and prospects of the Company; (iii) reviewed certain internal financial and operating information, including certain projections, relating to Triad prepared by the management of Triad; (iv) reviewed the recent reported prices and trading activity for the Common Stock and compared such information and certain financial information of Triad with similar information for certain other companies engaged in businesses we considered comparable to that of Triad; (v) reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions; (vi) reviewed the Agreement, the Offer Documents and certain other materials to be filed with the Securities and Exchange Commission in connection with the Offer; and (vii) performed such other analyses and examinations and considered such other information, financial studies, analyses and investigations and financial, economic and market data as we deemed relevant. In rendering our opinion, we have assumed and relied upon the accuracy and completeness of all of the information concerning Triad considered in connection with our review of the Proposed Transaction, and we have not assumed any responsibility for independent verification of such information. We have not prepared any independent valuation or appraisal of any of the assets or liabilities of Triad, nor have we conducted a physical inspection of the properties and facilities of the Company. With respect to the financial forecasts and projections made available to us and used in our analysis, we have assumed that they reflect the best currently available estimates and judgments of the expected future financial performance of Triad. For purposes of this opinion, we have assumed that Triad is not a party to any pending transactions, including external financings, recapitalizations or material merger discussions, other than the Proposed Transaction and those activities undertaken in the ordinary course of conducting its business. Our opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of the date of this letter and any change in such conditions would require a reevaluation of this opinion. We were not requested to, and did not, formally solicit indications of interest from any other parties in connection with a possible acquisition of, or business combination with, Triad. It is understood that this letter is for the information of the Board of Directors and may not be used for any other purpose without our prior written consent; provided, however, that this letter may be reproduced in full in any filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. This letter does not constitute a recommendation to any Triad 3 The Board of Directors Triad Systems Corporation Page 3 stockholder as to whether such stockholder should accept the Offer. In addition, we express no opinion, however, as to the adequacy of any consideration received in the Proposed Transaction by CCI or any of its affiliates. Based upon and subject to the foregoing and after considering such other matters as we deem relevant, we are of the opinion that as of the date hereof the consideration to be received by the holders of the Common Stock pursuant to the Offer is fair to such holders from a financial point of view. Very truly yours, HAMBRECHT & QUIST LLC By /s/ DAVID G. GOLDEN --------------------------------- David G. Golden Managing Director EX-99.11 3 TEXT OF PRESS RELEASE (11-15-96) 1 EXHIBIT 99.11 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. #### EX-99.12 4 TEXT OF PRESS RELEASE (11-20-96) 1 EXHIBIT 99.12 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. -----END PRIVACY-ENHANCED MESSAGE-----