UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TRIAD SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, $.001 par value)
(Title of Class of Securities)
895-818-201
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
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CUSIP No. 895-818-201 SCHEDULE 13D Page 2 of 41
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 41
Exhibit Index Located on Page 20
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CUSIP No. 895-818-201 SCHEDULE 13D Page 3 of 41
1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P.
IRS Identification No. of Above Person 94-3048313
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person PN
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 4 of 41
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person PN
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 5 of 41
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person PN
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 6 of 41
1 Name of Reporting Person THE COMMON FUND
IRS Identification No. of Above Person 23-7037968
2 Check the Appropriate Box if a Member of a Group (a)
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization New York
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person CO
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 7 of 41
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person PN, IA
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 8 of 41
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,222,222*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.0%*
14 Type of Reporting Person CO
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 9 of 41
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
NUMBER OF 7 Sole Voting Power 4,667
SHARES
BENEFICIALLY 8 Shared Voting Power 2,222,222*
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 4,667
PERSON WITH
10 Shared Dispositive Power 2,222,222*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,226,889*
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 13.1%*
14 Type of Reporting Person IN
* See response to Item 5.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 10 of 41
Item 1. Security and Issuer
This Amendment No. 2 (the "Amendment") to Schedule 13D relates to
shares of common stock, $0.001 par value (the "Common Stock"), of
Triad Systems Corporation, a Delaware corporation (the "Issuer").
The principal executive office and mailing address of the Issuer
is 3055 Triad Drive, Livermore, CA 94550-9559.
This Amendment amends and restates Amendment No. 1 to
Schedule 13D. This Amendment is being filed because of the
exchange of securities described in Items 4 and 5 below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners II,
L.P., a California limited partnership ("BK II"), BK Capital
Partners III, L.P., a California limited partnership ("BK III"),
BK Capital Partners IV, L.P., a California limited partnership
("BK IV"), The Common Fund, a New York non-profit corporation,
Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a
California corporation ("RCBA Inc."), and Richard C. Blum, the
Chairman and a substantial shareholder of RCBA Inc.
BK II, BK III and BK IV are each California limited partnerships
whose principal business is investing in securities, and whose
principal office is located at 909 Montgomery Street, Suite 400,
San Francisco, California 94133. RCBA L.P. is the sole general
partner of BK II, BK III and BK IV.
RCBA, L.P. is a California limited partnership whose principal
business is acting as general partner for investment partnerships
and providing investment advisory and financial consulting
services. RCBA L.P. is a registered investment adviser with the
Securities and Exchange Commission and with the State of
California. The sole general partner of RCBA L.P. is RCBA Inc.
The principal business office address of RCBA L.P. and RCBA Inc.
is 909 Montgomery Street, Suite 400, San Francisco, California
94133. The names of the executive officers and directors of RCBA
Inc., their addresses, citizenship and principal occupations are
as follows:
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CUSIP No. 895-818-201 SCHEDULE 13D Page 11 of 41
Name and Business Citizenship Principal
Office Held Address Occupation
or Employment
Richard C. 909 Montgomery USA Chairman and
Blum St., Suite 400 Director, RCBA,
Chairman and San Francisco, L.P.
Director CA
Thomas L. 40 Wall Street USA Chairman, Loeb
Kempner New York, NY Partners
Director 10005 Corporation,
Investment Banking
Business
Nils Colin 909 Montgomery Norway Managing Director,
Lind St., Suite 400 RCBA, L.P.
Managing San Francisco,
Director and CA
Director
George A. 909 Montgomery USA Managing Director
Pavlov St., Suite 400 and Chief
Managing San Francisco, Financial Officer,
Director, CA RCBA, L.P.
Chief
Financial
Officer and
Director
Alexander L. 909 Montgomery USA Managing Director
Dean St., Suite 400 of Investments,
Managing San Francisco, RCBA, L.P.
Director of CA
Investments
and Director
Peter E. 909 Montgomery USA Managing Director
Rosenberg St., Suite 400 of Investments,
Managing San Francisco, RCBA, L.P.
Director of CA
Investments
and Director
Michael Kane 909 Montgomery USA Managing Director
Managing St., Suite 400 of Investments,
Director of San Francisco, RCBA, L.P.
Investments CA
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CUSIP No. 895-818-201 SCHEDULE 13D Page 12 of 41
Jeffrey W. 909 Montomgery USA Managing Director
Ubben St., Suite 400 of Investments,
Managing San Francisco, RCBA, L.P.
Director of CA
Investments
Donald S. 3 Embarcadero USA Howard, Rice, et
Scherer Center al. (law firm)
Secretary Suite 700
San Francisco,
CA 94111
The Common Fund is a New York not-for-profit corporation
principally engaged in the business of managing investments for
educational institutions. The principal administrative office of
The Common Fund is located at 450 Post Road East, Westport,
Connecticut 06881-0909. The name, business address and present
principal occupation of each of the trustees and executive
officers of The Common Fund are as follows (all are United States
citizens):
Trustees
Paul J. Aslanian David M. Lascell
Treasurer Partner
Macalester College Hallenbeck, Lascell, Norris &
1600 Grand Avenue Zorn
St. Paul, MN 55105 One Exchange Street
Rochester, NY 14614-1403
John B. Carroll John T. Leatham
President Chairman
GTE Investment Management Corp. Security Health Partners
Tresser Boulevard 1925 Calvin Court
Seventh Floor River Woods, IL 60015
Stamford, CT 06901
Mayree C. Clark Louis W. Moelchert
Managing Director, Global Vice President for Business and
Research Finance
Morgan Stanley & Co., Inc. University of Richmond
1251 Avenue of the Americas Campus Drive, Room 202
New York, NY 10020 Maryland Hall
Richmond, VA 23173
Herbert M. Gordon Andre F. Perold
Treasurer
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CUSIP No. 895-818-201 SCHEDULE 13D Page 13 of 41
The Regents of the University Sylvan C. Coleman Professor of
of California Financial Management
Kaiser Center Harvard University Graduate
300 Lakeside Drive, 17th Floor School of Business Admin.
Oakland, CA 94612-3550 Morgan Hall, 367
Soldiers Field
Caspa L. Harris, Jr. Boston, MA 02163
President
National Association of Todd E. Petzel
College and University Business Executive Vice President
Officers Business Development
1 Dupont Circle, Suite 500 Chicago Mercantile Exchange
Washington, DC 20036 30 South Wacker Drive
Chicago, IL 60606
Norman G. Herbert
Treasurer and Investment
Officer Robert S. Salomon, Jr.
University of Michigan President
5032 Fleming Administration STI Management LLC
Building 36 Flying Cloud Road
Ann Arbor, MI 48109-1340 Stamford, CT 06902
William Hromadka
Treasurer and
Assoc. Sr. Vice President William T. Spitz
University of Southern Treasurer
California Vanderbilt University
University Park, Treasurer's 102 Alumni Hall
Office Nashville, TN 37240-0159
BKS 402 - Bookstore Building
Los Angeles, CA 90089-2541
Lyn Hutton
Vice President Finance and
Treasurer David K. Storrs, President
Dartmouth College The Common Fund
6008 Parkhurst Hall, Room 102 450 Post Road East
Hanover, NH 03755-3529 Westport, CT 06881-0909
The executive officers of The Common Fund who are not Trustees
are as follows (the business address for each person is The
Common Fund, 450 Post Road East, Westport, CT 06881-0909):
John S. Griswold, Jr. Curt R. Tobey
Senior Vice President Senior Vice President
Robert E. Shultz Gary P. Watson
Senior Vice President
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CUSIP No. 895-818-201 SCHEDULE 13D Page 14 of 41
Chief Operating Officer and
Secretary
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the previous purchases of Securities was
the working capital of BK II, BK III, BK IV and The Common Fund.
Item 4. Purpose of Transaction.
As previously reported in the initial Schedule 13D and Amendment
No. 1 thereto, BK II, BK III, BK IV, The Common Fund
(collectively, the "Purchasers"), RCBA Inc. and the Issuer
entered into a Unit Purchase Agreement dated as of July 2, 1992,
as amended by the First Amendment to Unit Purchase Agreement
dated August 3, 1992. Pursuant to such agreements, the Company
sold the Purchasers, for an aggregate purchase price of
$20,000,000, an aggregate of 1,000,000 units (collectively, the
"Units"). Each Unit consisted of one share of the Issuer's
Senior Cumulative Convertible Preferred Stock, par value $0.001
per share (the "Preferred Stock"), and a warrant to purchase 3.5
shares of the Issuer's Common Stock (individually, a "Warrant").
The Unit Purchase Agreement and the First Amendment thereto were
filed as Exhibits 2 and 5, respectively, to the previous
Schedule 13D and Amendment No. 1, respectively, and are
incorporated herein by reference.
The Purchasers, RCBA L.P., and the Issuer have entered into the
Exchange Agreement and Second Amendment to Unit Purchase
Agreement dated as of March 31, 1995 (the "Exchange Agreement").
A copy of the Exchange Agreement is attached hereto as Exhibit 7.
All descriptions and summaries of the terms of the Exchange
Agreement contained in this statement are qualified in their
entirety by reference to the terms of the Exchange Agreement,
including its Exhibits. Pursuant to the Exchange Agreement, the
Purchasers surrendered all of their Units in exchange for (i) an
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CUSIP No. 895-818-201 SCHEDULE 13D Page 15 of 41
aggregate cash payment of $10,000,000, (ii) accrued dividends in
the aggregate amount of $200,000, and (iii) an aggregate of
2,222,222 shares of the Issuer's Common Stock. Such
consideration is apportioned among the Purchasers in proportion
to their prior ownership of the Units. The Unit Purchase
Agreement and the First Amendment thereto continue in full force
and effect, except as modified by the Exchange Agreement
(collectively, the "Purchase Agreement").
The Purchasers originally entered into the Purchase Agreement
solely for investment purposes. Depending upon market conditions
and other factors, the Reporting Persons may acquire additional
securities of the Issuer, including shares of Common Stock, in
the open market, in privately negotiated transactions or
otherwise. Alternatively, depending upon market conditions and
other factors, the Reporting Persons may, from time to time,
dispose of some or all of the securities of the Issuer that they
beneficially own, although there are certain restrictions on
transfer as set forth in Item 6 below.
Pursuant to Section 3.6 of the Purchase Agreement, the Issuer
will nominate and recommend a representative of the Purchasers
(the "Purchaser Representative") reasonably acceptable to the
Issuer to serve as a director of the Issuer. Richard C. Blum
continues to serve as the Purchaser Representative on the
Issuer's Board of Directors. The Purchase Agreement provides
that the Purchasers will notify the Issuer of the identity of any
proposed successor Purchaser Representative in order to permit
the Issuer to determine that such successor is reasonably
acceptable to the Issuer.
The Exchange Agreement has deleted in its entirety Section 3.14
of the Purchase Agreement which had imposed certain restrictions
upon the Issuer's ability to declare or pay dividends upon shares
of its capital stock ranking junior to the Preferred Stock.
Other than as set forth in this statement, the Reporting Persons
have no present plans or proposals that relate to or would result
in any of the consequences listed in paragraphs (a)-(j) of Item 4
of Schedule 13D, although they may in the future take actions
which would have such consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished to the Reporting
Persons by the Issuer, there were 17,034,446 shares of Common
Stock issued and outstanding as of March 31 ,1995 after giving
effect to the additional 2,222,222 shares of Common Stock issued
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CUSIP No. 895-818-201 SCHEDULE 13D Page 16 of 41
to the Purchasers pursuant to the Exchange Agreement. Based on
such information, the following Reporting Persons report the
following direct holdings and corresponding percentage interests
in the Common Stock:
Name Shares of Common Percentage
Stock Owned Owned
BK II 111,111 0.7%
BK III 500,000 2.9%
BK IV 500,000 2.9%
The Common Fund 1,111,111 6.5%
_________ _____
Total 2,222,222 13.0%
========= =====
Because voting and investment decisions concerning the above
shares are made by RCBA L.P., the Reporting Persons may be
members in a group, in which case each Reporting Person would be
deemed to have beneficial ownership of an aggregate of 2,222,222
shares of the Common Stock, which is 13.0% of the outstanding
Common Stock.
As Chairman, director and a substantial shareholder of RCBA Inc.,
Richard C. Blum might be deemed to be the beneficial owner of the
securities beneficially owned by RCBA Inc. In addition, Mr. Blum
has sole beneficial ownership of 4,667 shares of the Common Stock
(consisting of options currently exercisable or exercisable
within 60 days). If Mr. Blum were deemed to be the beneficial
owner of the securities beneficially owned by RCBA Inc., he would
own beneficially an aggregate of 2,226,889 shares, which is 13.1%
of the Stock. Although Mr. Blum is joining in this Amendment as
a Reporting Person, the filing of this Amendment shall not be
construed as an admission that he, or any of the other
shareholders, directors or executive officers of RCBA Inc. is,
for any purpose, the beneficial owner of any of the securities
that are beneficially owned by RCBA Inc.
(c) During the last 60 days, no transactions in the Issuer's
Common Stock were effected by the Reporting Persons, other than
the transactions reported in this statement.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 17 of 41
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Purchase Agreement provides that, with certain exceptions,
RCBA L.P. and the Purchasers will not acquire, on their own
behalf or on behalf of their controlled affiliates, any voting
securities of the Issuer or securities convertible into or
exercisable for the Issuer's voting securities. These
limitations will be suspended if a third party commences or
publicly announces a tender offer for a certain percentage of the
Issuer's voting securities or takes certain other actions.
In addition, Section 3.7(d) of the Purchase Agreement provides
that if RCBA L.P. and the Purchasers beneficially own in excess
of a specified percentage of the Issuer's voting securities, they
will cause all of the voting securities owned by them in excess
of such percentage to be voted in accordance with the
recommendations of the Issuer's Board of Directors, except with
respect to certain enumerated matters. Pursuant to Section
3.7(e) of the Purchase Agreement, the Purchasers executed an
irrevocable proxy to secure their obligations under Section
3.7(d). The acquisition and voting limitations and the grant of
the irrevocable proxy described in this paragraph will terminate
on August 3, 1997 or at such time as RCBA L.P. and the Purchasers
no longer beneficially own a specified percentage of the Issuer's
securities, whichever is earlier. Furthermore, the acquisition
and voting limitations summarized in this paragraph will
terminate as to any Purchaser who ceases to be managed or advised
by RCBA L.P. or to be an affiliate of RCBA L.P.
The Purchase Agreement also contains certain restrictions on the
transfer of the Common Stock. Section 3.11(a) of the Purchase
Agreement requires that before a Purchaser and certain
transferees (including RCBA, L.P., its affiliates and those which
it manages or advises) may transfer any Common Stock, the shares
must first be offered to the Issuer; however, the Exchange
Agreement provides that such restrictions will not apply to sales
to the public made in reliance on Rule 144. Section 3.11(b) of
the Purchase Agreement provides that shares of Common Stock which
are held by Purchasers or certain of their transferees may not be
knowingly transferred to a competitor of the Issuer without the
consent of the Issuer's Board of Directors.
Section 2.3 of the Exchange Agreement provides additional
transfer restrictions on the Purchasers' Common Stock. So long
as the Purchasers have certain rights pursuant to the Purchase
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CUSIP No. 895-818-201 SCHEDULE 13D Page 18 of 41
Agreement, they will be subject to the Company's insider trading
policies. In addition, until March 31, 1996, sales of Common
Stock must be made in compliance with the volume limitations of
Rule 144(e), regardless of whether Rule 144 is otherwise
applicable.
Except for the contracts, arrangements, understandings and
relationships described above and attached as exhibits hereto,
none of the Reporting Persons or, to the best knowledge of the
Reporting Persons, the other persons named in Item 2, is a party
to any contract, arrangement, understanding or relationship with
respect to any securities of Issuer, including but not limited to
the transfer or voting of any of the securities of the Issuer,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 7 Joint Filing Undertaking.
Exhibit 8 Exchange Agreement and Second Amendment to Unit
Purchase Agreement, dated as of March 31, 1995, by
and among Triad Systems Corporation, Richard C.
Blum & Associates, L.P., and certain persons
identified on Exhibit A thereof.
Exhibit 9 Press release, dated March 31, 1995, issued by
Triad Systems Corporation.
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 19 of 41
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: April 3, 1995
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, L.P.
BK CAPITAL PARTNERS III, L.P.
BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum &
Associates, Inc., its
By Richard C. Blum & Associates, General Partner
L.P., its General Partner
By Richard C. Blum & By /s/ Donald S. Scherer
Associates, Inc., its Donald S. Scherer,
General Partner Secretary
By /s/ Donald S. Scherer
Donald S. Scherer,
Secretary
THE COMMON FUND
By Richard C. Blum & Associates, RICHARD C. BLUM & ASSOCIATES, INC.
L.P., its Investment Adviser
By Richard C. Blum & By /s/ Donald S. Scherer
Associates, Inc., its Donald S. Scherer,
General Partner Secretary
By /s/ Donald S. Scherer /s/ George A. Pavlov
Donald S. Scherer, RICHARD C. BLUM
Secretary
By George A. Pavlov
Attorney-in-Fact
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 20 of 41
INDEX TO EXHIBITS
Sequentially
Item Description Numbered
Page
Exhibit 7 Joint Filing Undertaking 21
Exhibit 8 Exchange Agreement and Second 22
Amendment to Unit Purchase
Agreement, dated as of
March 31, 1995, by and among
Triad Systems Corporation,
Richard C. Blum & Associates,
L.P., and purchasers
identified on Exhibit A
thereof.
Exhibit 9 Press release, dated March 31, 40
1995, issued by Triad Systems
Corporation.
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 21 of 41
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to Amendment No. 2 to
Schedule 13D to evidence the agreement of the below-names
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment jointly
on behalf of each of such parties.
DATED: April 3, 1995
BK CAPITAL PARTNERS II, L.P. RICHARD C. BLUM & ASSOCIATES, L.P.
BK CAPITAL PARTNERS III, L.P.
BK CAPITAL PARTNERS IV, L.P. By Richard C. Blum &
Associates, Inc., its
By Richard C. Blum & Associates, General Partner
L.P., its General Partner
By Richard C. Blum & By /s/ Donald S. Scherer
Associates, Inc., its Donald S. Scherer,
General Partner Secretary
By /s/ Donald S. Scherer
Donald S. Scherer,
Secretary
THE COMMON FUND RICHARD C. BLUM & ASSOCIATES, INC.
By Richard C. Blum & Associates,
L.P., its Investment Adviser By /s/ Donald S. Scherer
Donald S. Scherer,
By Richard C. Blum & Secretary
Associates, Inc., its
General Partner /s/ George A. Pavlov
RICHARD C. BLUM
By /s/ Donald S. Scherer
Donald S. Scherer, By George A. Pavlov
Secretary Attorney-in-Fact
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 22 of 41
Exhibit 8
---------
EXCHANGE AGREEMENT
AND
SECOND AMENDMENT
TO
UNIT PURCHASE AGREEMENT
THIS EXCHANGE AGREEMENT AND SECOND AMENDMENT TO UNIT
PURCHASE AGREEMENT (the "Exchange Agreement") is made as of this
31st day of March, 1995 by and among TRIAD SYSTEMS CORPORATION, a
Delaware corporation (the "Company"), RICHARD C. BLUM &
ASSOCIATES, L.P., a California limited partnership ("RCBA") (fka
RICHARD C. BLUM & ASSOCIATES, INC, a California corporation), and
the following named purchasers managed or advised by RCBA: THE
COMMON FUND; BK CAPITAL PARTNERS IV, L.P.; BK CAPITAL PARTNERS
III, L.P.; and BK CAPITAL PARTNERS II, L.P. (each a "Purchaser"
and collectively, "Purchasers").
WHEREAS, the Company, RCBA and the Purchasers entered
into that certain Unit Purchase Agreement dated as of July 2,
1992 ("Unit Purchase Agreement") under which terms the Purchasers
purchased and the Company sold in the aggregate 1,000,000 units
("Units"), with each unit consisting of one share of the
Company's Senior Cumulative Convertible Preferred Stock, par
value $0.001 per share (the "Preferred Stock"), plus a warrant
("Warrant") to purchase 3.5 shares of the Company's common stock,
par value $0.001 per share ("Common Stock"), in consideration of
the aggregate sum of $20,000,000; and
WHEREAS, the Company, RCBA and the Purchasers entered
into that certain First Amendment To Unit Purchase Agreement
dated as of August 3, 1992 amending some of the terms of the Unit
Purchase Agreement ("First Amendment"); and
WHEREAS, the Company, RCBA and the Purchasers now
desire to enter into an Exchange Agreement pursuant to which the
Purchasers will surrender and exchange all Units of Preferred
Stock and Warrants for the consideration described below, and to
amend certain covenants under the Unit Purchase Agreement as
described below.
NOW THEREFORE, in consideration of the mutual
agreements herein, the parties hereto agree as follows:
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 23 of 41
ARTICLE 1
Surrender and Exchange of Units
Section 1.1 Surrender and Exchange of Units.
Subject to the terms and conditions of this Agreement, and in
reliance upon the representations and warranties hereinafter set
forth, at the Exchange Closing provided for in Section 1.2
hereof, the Purchasers shall each surrender and deliver to the
Company all outstanding Units held by the Purchasers (such Units
are set forth opposite the respective Purchaser's name on Exhibit
A-1 hereto) (amounting to an aggregate of 1,000,000 Units,
comprised of 1,000,000 shares of Preferred Stock and 3,500,000
Warrants) in exchange for the following (the "Exchange
Consideration"): (i) the Company will remit to the Purchasers a
cash payment ("Exchange Payment") equal to the amount set forth
opposite the respective Purchaser's name on Exhibit A-1
(amounting in the aggregate to $10,000,000); (ii) the Company
will remit to the Purchasers an additional sum of money ("Accrued
Dividends") equal to the amount set forth opposite the respective
Purchaser's name on Exhibit A-2 (representing the accrued and
unpaid dividends payable on the Preferred Stock through March 31,
1995 and amounting in the aggregate to $200,000), and (iii) the
Company will issue to each Purchaser, and each Purchaser shall
acquire from the Company, that number of shares of the Company s
common stock ("New Shares") set forth opposite the respective
Purchaser's name on Exhibit A-1 (amounting in the aggregate to
2,222,222 shares of the Company's common stock).
Section 1.2 Exchange Closing.
(a) Subject to the satisfaction or waiver of the
conditions set forth in this Agreement, the surrender of the
Units hereunder in exchange for the Exchange Consideration (the
"Exchange Closing") shall take place at the law offices of
Orrick, Herrington & Sutcliffe, 400 Sansome Street, San
Francisco, California, at 12:01 A.M., on March 31, 1995, or such
other time and place as is mutually agreed upon (the "Exchange
Closing Date").
(b) At the Exchange Closing: (i) Purchasers will
surrender and deliver to Company all outstanding original Unit
Certificates representing the Units described in Section 1.1 in
full consideration of receipt of the New Shares, the Exchange
Payment and the Accrued Dividends; (ii) the Company will deliver
to Purchasers in full consideration for the surrendered Units,
certificates representing the New Shares registered in the
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 24 of 41
respective names and denominations prescribed by Purchasers and
will deliver to the Purchasers immediately available funds, by
bank check or wire transfer to such accounts as the Purchasers
shall specify, in the amount of the Exchange Payment and the
Accrued Dividend to be paid hereunder pursuant to Section 1.1.
ARTICLE 2
Representations and Warranties; Legends
2.1 Representations and Warranties of the Company.
Except as set forth in the Schedule of Exceptions attached hereto
as Exhibit B, the Company represents and warrants to and agrees
with each Purchaser, as of the date hereof and as of the Exchange
Closing Date, as follows:
(a) Organization, Good Standing and Qualification.
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.
(b) Authorization; No Conflicts; No Default. The
Company has full corporate power and authority to enter into this
Exchange Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of
this Exchange Agreement and the consummation of the transactions
contemplated hereby has been duly authorized by the Board of
Directors of the Company. No other corporate proceedings are
necessary to authorize the execution, delivery and performance of
this Exchange Agreement and the transactions contemplated hereby
and thereby. This Exchange Agreement has been duly and validly
executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company enforceable in
accordance with its terms. The execution, delivery and
performance of this Exchange Agreement and the consummation of
the transactions contemplated hereby and the compliance by the
Company with any of the provisions hereof will not conflict with,
violate or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or
both would constitute a default) under, or result in the
termination of or accelerate the performance required by, or
result in a right of termination or acceleration under, (i) any
provision of the Certificate of Incorporation, bylaws or other
governing instruments of the Company or the articles or
certificate of incorporation, bylaws or other governing
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 25 of 41
instrument of any subsidiary or (ii) any mortgage, note,
indenture, deed of trust, lease, agreement, instrument, permit,
concession, grant, franchise, license, judgment, order, decree,
ruling, injunction, statute, law, ordinance, rule or regulation
applicable to the Company, the Subsidiaries or their respective
properties or assets, except for such conflicts, violations,
breaches, defaults, terminations and accelerations which do not
have, or could not be reasonably expected to have, a material
adverse effect on the Company and its subsidiaries, taken as a
whole.
(c) Governmental Consents. No consent, approval,
order or authorization of, registration, qualification,
designation, declaration or filing with, any federal, state,
local or provincial governmental authority on the part of the
Company is required in connection with valid execution and
delivery of this Exchange Agreement and the consummation of the
transactions contemplated by this Exchange Agreement, other than
for filings required under the Securities Exchange Act of 1934.
(d) Status of Securities. The Common Stock issued
pursuant hereto will, when issued, be duly and validly issued,
fully paid and nonassessable. The issuance of the Common Stock
hereunder is not subject to preemptive rights of any stockholder
of the Company.
(e) Capitalization. As of March 15, 1995, the
authorized capital of the Company consisted of (i) l,000,000
shares of preferred stock, par value $0.001 per share, all of
which are issued and outstanding, and (ii) 50,000,000 shares of
Common Stock, par value $0.001 per share, of which 14,351,364 are
issued and outstanding. All of the issued and outstanding shares
of the Company s capital stock have been duly and validly
authorized and issued and are fully paid and nonassessable, and
are not subject to preemptive rights. As of the date of this
Agreement, there are no outstanding options, warrants, rights
(including conversion and preemptive rights), or other agreements
to purchase capital stock of the Company, except for an aggregate
of 2,840,880 shares subject to options issued to officers,
employees or directors of the Company, 587,000 shares available
for issuance under the Company s employee stock purchase plan,
and 3,500,000 Warrants issued to RCBA under the Unit Purchase
Agreement.
(f) SEC Reports. Since September 30, 1992, the
Company has filed all reports, registration statements, proxy
statements and other materials, together with any amendments
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 26 of 41
required to be made with respect thereto, that were required to
be filed with the Securities and Exchange Commission ("SEC")
under the Exchange Act. The Company has furnished Purchasers
copies of its Annual Report on Form 10-K for the fiscal years
ended September 30, 1992, 1993 and 1994 and its Quarterly Report
on Form 10-Q for the quarter ended December 31, 1994
(collectively, the "SEC Reports"), each as filed with the SEC. On
the date of their respective filing none of such SEC Reports
contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
The financial statements contained in the SEC Reports,
including in each case the related notes, fairly present the
financial position of the Company and its Subsidiaries as of
respective dates of said balance sheets and the results of
operations of the Company and its Subsidiaries for the respective
periods covered by said statements of income and changes in
financial position (subject, in the case of the unaudited
statements, to routine year-end audit adjustments), and have been
prepared in accordance with generally accepted accounting
principles (except for the elimination of certain footnote
information in the unaudited statements) consistently applied by
the Company through the periods involved. There has been no
change in the business, condition or operations (financial or
otherwise) of the Company and its Subsidiaries taken as a whole
from that set forth in the balance sheet of the Company as of
December 31, 1994 (the "Unaudited Balance Sheet") that would have
a material adverse effect. Except as reflected in the financial
statements contained in the SEC Reports and the notes thereto,
the Company has no liabilities, absolute or contingent, material
to the Company and its Subsidiaries taken as a whole, other than
ordinary course liabilities incurred since December 31, 1994 in
connection with the conduct of the business of the Company,
consistent with past practices.
(g) Actions Pending; Compliance with Law. There is no
action, suit, investigation or proceeding pending or, to the
knowledge of the Company, threatened by any private party, any
public official or governmental authority, against the Company or
any Subsidiary or any of their respective properties or assets by
or before any court, arbitrator or governmental body, department,
commission, board, bureau, agency or instrumentality, which
questions the validity of this Agreement or any action taken or
to be taken pursuant hereto, or which is reasonably likely to
have a material adverse effect on the Company and its
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 27 of 41
Subsidiaries taken as a whole, and the Company and its
Subsidiaries are not in default in any material respect with
respect to any judgment, order, writ, injunction, decree or
award, and the business of the Company is presently being
conducted so as to comply in all material respects with
applicable federal, state and local governmental laws and
regulations, all to the extent necessary to avoid any material
adverse effect on the Company and its Subsidiaries taken as a
whole.
(h) Absence of Certain Changes. Except for
transactions contemplated by this Agreement, since December 31,
1994 the Company and the Subsidiaries have conducted their
respective businesses only in the ordinary course, consistent
with prior practice, and there has not been (i) any change in the
financial condition, results of operations, assets, liabilities
or business of the Company and the Subsidiaries which has had, or
may have, a material adverse effect on the Company and its
Subsidiaries taken as a whole or (ii) any damage, destruction,
theft or other casualty loss (whether or not covered by
insurance) which has had, or is likely to have, a material
adverse effect on the Company and its Subsidiaries taken as a
whole.
(i) Disclosure. Neither this Agreement nor any
certificate or disclosure statement delivered by or on behalf of
the Company in connection with the transactions contemplated
hereby contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the
statements contained herein and therein not misleading.
Section 2.2 Representations and Warranties of RCBA
and The Purchasers. RCBA and each Purchaser severally as to its
own affairs, and not jointly, represents and warrants to and
agrees with the Company, as of the Exchange Closing Date, as
follows:
(a) Organization. RCBA is a limited partnership duly
organized and validly existing under the laws of the State of
California. RCBA has the requisite power and authority to enter
into this Exchange Agreement and to carry out its obligations
hereunder. Each of the Purchasers which is a corporation or a
partnership is duly organized and validly existing under the laws
of the jurisdiction of its organization. Each Purchaser has the
requisite power and authority to enter into this Exchange
Agreement and to carry out its obligations hereunder.
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 28 of 41
(b) Authorization. The execution and delivery of this
Exchange Agreement and the consummation of the transactions
contemplated hereby have been authorized by all necessary action
on behalf of RCBA and each Purchaser, and this Exchange Agreement
constitutes the valid and legally binding obligation of RCBA and
each Purchaser. At the Exchange Closing, RCBA will either (i)
have a valid and binding advisory agreement which authorizes RCBA
to enter into this Exchange Agreement on behalf of each Purchaser
or (ii) will be the general partner of a Purchaser with full
power and authority under a limited partnership agreement which
authorizes RCBA to enter into this Agreement on behalf of each
Purchaser.
(c) Governmental Consents. No consent, approval,
order or authorization of, registration, qualification,
designation, declaration or filing with, any federal, state,
local or provincial governmental authority on the part of RCBA or
any Purchaser is required in connection with the valid execution
and delivery of this Exchange Agreement and the consummation of
the transactions contemplated by this Exchange Agreement other
than for filings required under the Securities Exchange Act of
1934.
Section 2.3 Transfer Restrictions.
(a) So long as Purchasers or Subject Transferees (as
defined in the Unit Purchase Agreement) have rights pursuant to
Sections 3.4, 3.5 or 3.6 of the Unit Purchase Agreement, RCBA,
each Purchaser and Subject Transferee shall be subject to the
Company s insider trading policies, a copy of which has been
previously provided in writing to RCBA.
(b) Until March 31, 1996, RCBA and the Purchasers
agree that sales or transfers of New Shares must be made in
compliance with the volume limitations set forth in Rule 144(e)
under the Securities Act of 1933, as amended, regardless of
whether Rule 144 is otherwise applicable to the sale or transfer.
Section 2.4 Legends. Each certificate representing
the New Shares shall be endorsed with the legends set forth on
Exhibit C.
ARTICLE 3
Amendments to Unit Purchase Agreement
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 29 of 41
Section 3.1 Amendment. The parties agree that the
Unit Purchase Agreement is hereby amended as follows:
(a) The provisions of Section 3.11 ("Restrictions on
Transfer") of the Unit Purchase Agreement (as amended by the
First Amendment) shall be deemed to apply to the New Shares
issued at the Exchange Closing and to the holders of the New
Shares, as if the New Shares had been issued on exercise of the
Warrants, provided that the restrictions in Section 3.11 will not
apply to sales of New Shares to the public made in reliance on
Rule 144, and provided further that the term "twenty (20)" in
paragraph 3.11(a)(ii) shall be amended to read "five (5)" and
that the term "twenty-first (21st)" in paragraph 3.11(a)(iii)
shall be amended to read "ninth (9th)" and finally that the term
"ninety (90)" in paragraph 3.11(a)(iv) shall be amended to read
"thirty (30)"; and
(b) Section 3.14 ("Restrictions on Distributions") of
the Unit Purchase Agreement is hereby deleted in its entirety,
effective as of the Exchange Closing.
Section 3.2 Effect on Prior Agreement. Except as
provided herein, the Unit Purchase Agreement and the First
Amendment shall continue in full force and effect.
ARTICLE 4
Conditions
Section 4.1 Conditions to Purchasers' Obligations.
The obligations of Purchasers to exchange the Units for the New
Shares at the Exchange Closing are conditioned upon the
satisfaction or waiver of each of the following conditions
precedent:
(a) Representations and Warranties. The
representations and warranties of the Company contained in this
Exchange Agreement shall be true and correct in all material
respects on and as of the Exchange Closing Date with the same
effect as though such representations and warranties had been
made on and as of the Exchange Closing Date.
(b) Performance. The Company shall have performed and
complied with all agreements, obligations and conditions
contained in this Exchange Agreement that are required to be
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 30 of 41
performed or complied with by it on or before the Exchange
Closing Date.
(c) Compliance Certificate. The Company shall have
delivered to Purchasers a certificate, dated the Exchange Closing
Date, signed by its chief executive officer or chief financial
officer, certifying that the conditions set forth in this Section
4.1 have been fulfilled and further stating that there has been
no material adverse change in the business, prospects,
operations, assets or financial condition of the Company since
December 31, 1994.
(d) Proceedings. All corporate and other proceedings
to be taken by the Company in connection with the transactions
contemplated hereby shall have been duly and validly taken by the
Company and all documents incident thereto shall be reasonably
satisfactory in form and substance to Purchasers and their
counsel.
(e) No Adverse Action or Decision or Injunction.
There shall be no action, suit, investigation or proceeding
pending or threatened which (i) seeks to restrain, enjoin,
prevent the consummation of or otherwise affect the transactions
contemplated by this Exchange Agreement or the issuance of the
New Shares, or (ii) seeks to recover damages or to obtain other
relief in connection with any such transactions, and there shall
not be in effect any order, decree or injunction of a court or
agency of competent jurisdiction which enjoins or prohibits
consummation of the transactions contemplated hereby and thereby.
(f) Opinion of Counsel. Purchasers shall have
received from Patrick J. Kernan, Corporate Counsel of the
Company, an opinion dated the Closing Date, substantially in the
form of Exhibit D.
Section 4.2 Conditions to the Company's Obligations.
The obligation of the Company to exchange the Units for the New
Shares and the payments of the amounts set forth in Paragraph 1.1
above at the Exchange Closing is subject to satisfaction or
waiver of each of the following conditions precedent:
(a) Representations and Warranties. The
representations and warranties of RCBA and Purchasers contained
in this Exchange Agreement shall be true and correct in all
material respects on and as of the Exchange Closing Date with the
same effect as though such representations and warranties had
been made on and as of the Exchange Closing Date.
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 31 of 41
(b) Performance. RCBA and Purchasers shall have
performed and complied with all agreements, obligations and
conditions contained in this Exchange Agreement that are required
to be performed or complied with by them on or before the
Exchange Closing Date.
(c) Compliance Certificate. Purchasers shall have
delivered to the Company a certificate, dated the Exchange
Closing Date, certifying that the conditions set forth in this
Section 4.2 have been satisfied.
(d) Proceedings. All corporate and other proceedings
to be taken by RCBA and Purchasers in connection with the
transactions contemplated hereby shall have been duly and validly
taken by RCBA and Purchasers and all documents incident thereto
shall be reasonably satisfactory in form and substance to the
Company and its counsel.
(e) No Adverse Action or Decision or Injunction.
There shall be no action, suit, investigation or proceeding
pending or threatened which (i) seeks to restrain, enjoin,
prevent the consummation of or otherwise affect the transactions
contemplated by this Exchange Agreement or the issuance of the
New Shares, or (ii) seeks to recover damages or to obtain other
relief in connection with any such transactions, and there shall
not be in effect any order, decree or injunction of a court or
agency of competent jurisdiction which enjoins or prohibits
consummation of the transactions contemplated hereby and thereby.
(f) Consents and Completion of Other Transactions.
Simultaneously with or prior to the Exchange of the Units for the
Exchange Consideration, the following entities will have given
the Company consent to the transaction contemplated by this
Exchange Agreement and have entered into amendments of the
following agreements reasonably satisfactory to the Company:
(i) U.S. Leasing Senior Floating Rate Note
Indenture;
(ii) Majority of Holders Senior Fixed Rate Note
Indenture; and
(iii) Comerica Bank of California Revolving
Credit Facility.
(g) Houlihan Lokey Howard & Zukin ("HLHZ") Opinion.
HLHZ shall have delivered to the Company an opinion dated the
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 32 of 41
Closing Date that the Exchange is fair to the Company's public
stockholders from a financial point of view and such opinion is
reasonably satisfactory in form and substance to the Company and
its counsel.
ARTICLE 5
Miscellaneous
Section 5.1 Successors and Assigns. The terms and
conditions of this Exchange Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of
the parties. Nothing in this Exchange Agreement, express or
implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any
rights, remedies or obligations, or liabilities under or by
reason of this Exchange Agreement, except as expressly provided
in this Agreement.
Section 5.2 Governing Law. This Exchange Agreement
shall be governed by and construed under the laws of the State of
California (irrespective of its choice of law principles).
Section 5.3 Counterparts. This Exchange Agreement
may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 5.4 Titles and Subtitles. The titles and
subtitles used in this Exchange Agreement are used for
convenience only and are not to be considered in construing or
interpreting this Exchange Agreement.
Section 5.5 Notices. Unless otherwise provided, any
notice required or permitted under this Exchange Agreement shall
be given in writing and shall be deemed effectively given upon
personal delivery to the party to be notified or if sent by
confirmed facsimile, or when received if given by Federal Express
or other nationally recognized courier service or upon the date
reflected in the return receipt if deposited with the United
States Post Office, by registered or certified mail, postage
prepaid and addressed to the party to be notified at the address
indicated for such party on the signature page hereof, or at such
other address as such party may designate by ten (10) days'
advance written notice to the other parties.
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 33 of 41
Section 5.6 Public Announcements. Subject to each
party's disclosure obligations imposed by law and the
confidentiality provisions contained herein, each of the parties
hereto will cooperate with each other in the development and
distribution of all news releases and other public information
disclosures with respect to this Exchange Agreement and any of
the transactions contemplated hereby, and no party hereto will
make any news release or disclosure without first consulting with
each other party hereto.
Section 5.7 Attorneys' Fees. If any action at law
or in equity is necessary to enforce or interpret the terms of
this Exchange Agreement or the agreements contemplated hereby,
the prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.
Section 5.8 Amendments and Waivers. Any term of
this Exchange Agreement may be amended and the observance of any
term of this Exchange Agreement may be waived (either generally
or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and
prior to the Exchange Closing, RCBA or, after the Exchange
Closing, holders of a majority of the New Shares issued pursuant
to the terms hereof. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder
of any securities issued under this Exchange Agreement at the
time outstanding, each future holder of all such securities, and
the Company.
IN WITNESS WHEREOF, each of the parties hereto has duly
executed and delivered this Exchange Agreement as of the date
first above written.
TRIAD SYSTEMS CORPORATION
By: /s/ S. Marquis
Title: VP Finance - CFO
RICHARD C. BLUM & ASSOCIATES, L.P.
By: /s/ A.L. Dean, Jr.
Title: Managing Director of Investments
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 34 of 41
THE COMMON FUND
By: Richard C. Blum & Associates, L.P.,
Adviser and Attorney-In-Fact
By: /s/ A.L. Dean, Jr.
Title: Managing Director of Investments
BK CAPITAL PARTNERS IV, L.P.
By: Richard C. Blum & Associates, L.P.,
its General Partner
By: /s/ A.L. Dean, Jr.
Title: Managing Director of Investments
BK CAPITAL PARTNERS III, L.P.
By: Richard C. Blum & Associates, L.P.,
its General Partner
By: /s/ A.L. Dean, Jr.
Title: Managing Director of Investments
BK CAPITAL PARTNERS II, L.P.
By: Richard C. Blum & Associates, L.P.,
its General Partner
By: /s/ A.L. Dean, Jr.
Title: Managing Director of Investments
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 35 of 41
EXHIBIT A-1
Purchaser Number of New Shares
--------- --------------------
The Common Fund 1,111,111
BK Capital Partners IV, L.P. 500,000
BK Capital Partners III, L.P. 500,000
BK Capital Partners II, L.P. 111,111
Total 2,222,222
EXHIBIT A-2
Purchaser Surrendered Exchange Price Accrued
Units Dividend
--------- ----------- -------------- --------
The Common Fund 500,000 $ 5,000,000 $100,000
(Certificate No. 5)
BK Capital Partners 225,000 $ 2,250,000 $ 45,000
IV, L.P.
(Certificate No. 2)
BK Capital Partners 225,000 $ 2,250,000 $ 45,000
III, L.P.
(Certificate No. 3)
BK Capital Partners 50,000 $ 500,000 $ 10,000
II, L.P.
(Certificate No. 4)
Totals 1,000,000 $10,000,000 $200,000
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 36 of 41
EXHIBIT B
None
<PAGE>
CUSIP No. 895-818-201 SCHEDULE 13D Page 37 of 41
EXHIBIT C
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS THERE
IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING
SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144
UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE
COMPANY, STATING THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SUCH ACT.
THE SALE OR TRANSFER OF THE COMMON STOCK REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST OFFER OPTION AND A
PROHIBITION ON SALES TO COMPETITORS SET FORTH IN THE UNIT
PURCHASE AGREEMENT DATED JULY 2, 1992, AS AMENDED FROM TIME TO
TIME, BETWEEN THE CORPORATION AND THE REGISTERED HOLDER (OR ITS
PREDECESSOR IN INTEREST), A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE ISSUER, PROVIDED THAT SUCH RESTRICTIONS
SHALL NOT APPLY TO SALES MADE IN ACCORDANCE WITH RULE 144(f) and
(g) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
PURSUANT TO THE EXCHANGE AGREEMENT DATED MARCH 31, 1995, AS
AMENDED FROM TIME TO TIME, BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER (OR ITS PREDECESSOR IN INTEREST), A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER, UNTIL
MARCH 31,1996, THE SALE OR TRANSFER OF THE COMMON STOCK
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE VOLUME
LIMITATIONS SET FORTH IN RULE 144(e), REGARDLESS OF WHETHER RULE
144 IS OTHERWISE APPLICABLE TO THE SALE OR TRANSFER.
This certificate also evidences and entitles the broker hereof to
certain Rights as set forth in the Amended and Restated Rights
Agreement between Triad Systems Corporation and Chemical Trust
Company of California, as Rights Agent, dated as of August 3,
1992 (as amended from time to time in accordance with its terms,
the "Rights Agreement"), the terms of which are incorporated
herein by reference and a copy of which is on file at the
principal executive office of Triad Systems Corporation. Under
certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificate and will no
longer be evidenced by this certificate. Triad Systems
Corporation will mail to the holder of this certificate a copy of
the Rights Agreement without charge within five days after
receipt by it of a written request therefor. Under certain
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CUSIP No. 895-818-201 SCHEDULE 13D Page 38 of 41
circumstances as provided in the Rights Agreement, Rights issued
to or beneficially owned by Acquiring Persons or their Associates
or Affiliates (as defined in the Rights Agreement) or any
subsequent holder of such Rights may be limited as provided in
Section 11(a)(ii) of the Rights Agreement.
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CUSIP No. 895-818-201 SCHEDULE 13D Page 39 of 41
EXHIBIT D
March 31, 1995
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
Ladies and Gentlemen:
The undersigned is Corporate Legal Counsel of Triad Systems
Corporation (the "Company"). This opinion is furnished to you
pursuant to Section 4.1(f) of the Exchange Agreement between the
Company and the Purchasers dated as of March 31, 1995 (the
"Exchange Agreement"). Capitalized terms in this opinion have
the same meaning as in the Exchange Agreement.
I have examined originals or copies certified or otherwise
identified to my satisfaction, of documents, corporate records
and other instruments I have deemed relevant and necessary as a
basis for the opinion hereinafter expressed.
For purposes of this opinion, the undersigned assumes that
the New Shares are issued in proportion to the holdings of the
units by the respective Purchasers of Units and that all holders
of Units participate in the Exchange.
Based upon the foregoing, the undersigned is of the opinion
that the holders of New Shares issued pursuant to the Exchange
Agreement may tack the holding periods of their respective Units
of Preferred Stock and Warrants to their holding periods of their
New Shares for purposes of Rule 144(d).
TRIAD SYSTEMS CORPORATION
/s/ Patrick J. Kernan
Patrick J. Kernan
Corporate Legal Counsel
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CUSIP No. 895-818-201 SCHEDULE 13D Page 40 of 41
Exhibit 9
FOR IMMEDIATE RELEASE
_____________________
TRIAD SYSTEMS CORPORATION
CONTACT: Tim Mehren No. 95-10
510 449-0606
TRIAD COMPLETES EXCHANGE OF PREFERRED STOCK AND WARRANTS
Livermore, Calif., March 31, 1995 -- Triad Systems
Corporation (NASDAQ: TRSC) today announced the completion of an
exchange of all 1 million shares of preferred stock and
associated warrants to purchase 3.5 million shares of common
stock held by entities affiliated with Richard C. Blum &
Associates, L.P., for $10 million cash and approximately 2.2
million shares of Triad common stock.
Following the exchange, entities affiliated with Blum &
Associates hold approximately 13% of outstanding Triad common
shares. Richard C. Blum will continue to serve on Triad's Board
of Directors.
The exchange eliminates $400,000 in preferred shares
dividend payments in the current fiscal year and up to $2 million
annually in future years. It also reduces by approximately
900,000 the number of common shares used when calculating
earnings per share.
"Importantly, the exchange was accomplished without our
incurring any new debt, and removes another significant
obligation created by our successful 1989 takeover defense," said
Triad President and Chief Executive Officer James R. Porter. "It
also solidifies our capital structure, eliminating the
uncertainty related to the 3.5 million warrants and their
eventual disposition."
At December 31, 1994, Triad had reduced its debt obligation
to below $35 million from its original $80 million.
Triad creates specific information-management tools to meet
the business needs of its served industries, providing customers
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CUSIP No. 895-818-201 SCHEDULE 13D Page 41 of 41
at every tier of the Automotive Aftermarket and Hardlines and
Lumber distribution chains with a growing complement of
innovative information solutions.
###
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