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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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
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TRIAD SYSTEMS CORPORATION
(Name of Subject Company)
-------------------------
CCI ACQUISITION CORP.
COOPERATIVE COMPUTING, INC.
(Bidders)
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Common Stock, $.001 par value
(Title of Class of Securities)
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895818 20 1
(CUSIP number of Class of Securities)
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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)
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Copy to:
Thomas A. Roberts, Esq.
David A. Bryson, Esq.
Weil, Gotshal & Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
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CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$182,232,844 $36,447
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* 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.
Form or Registration No.: Schedule 14D-1 and Cooperative Computing, Inc.
and Schedule 13D
Date Filed: October 23, 1996
Page 1 of 5 Pages
Exhibit Index is located on Page 4
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TENDER OFFER
This Amendment No. 2 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
on November 21, 1996, among other things, to add Hicks, Muse, Tate & Furst
Equity Fund III, L.P. as a signatory (as amended, the "Statement"), relating to
the offer by Purchaser to purchase all outstanding shares of common stock,
$.001 par value (the "Shares"), of Triad Systems Corporation (the "Company"),
at $9.25 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 23, 1996 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
were attached to the Statement as Exhibits (a)(1) and (a)(2), respectively
(which collectively constitute the "Offer").
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10(f) is supplemented as follows:
On December 12, 1996, Parent and Purchaser issued a joint press
release, the text of which is attached hereto as exhibit (a)(11). The first
and third paragraphs of such press release are incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is supplemented by adding thereto the
following information:
99.(a)(11) Text of Press Release, dated December 12, 1996.
2
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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: December 12, 1996
CCI ACQUISITION CORP.
By: /s/ GLENN E. STAATS
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Name: Glenn E. Staats
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Title: President
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COOPERATIVE COMPUTING, INC.
By: /s/ MATTHEW HALE
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Name: Matthew Hale
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Title: Chief Financial Officer
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HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.
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.
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Name: Lawrence D. Stuart, Jr.
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Title: Managing Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.(a)(11) Text of Press Release, dated December 12, 1996
</TABLE>
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EXHIBIT 99.(a)(11)
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 MIDNIGHT ON FRIDAY, JANUARY 3, 1997
AUSTIN, TEXAS, DECEMBER 12, 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, January 3, 1997 its tender offer for all of the issued and outstanding
shares of common stock of Triad Systems Corporation (NASDAQ:TRSC) of Livermore,
California at a price of $9.25 per share, net to the seller in cash. The
tender offer was previously scheduled to expire at 12:00 midnight, New York
City time, on Friday, December 13, 1996. 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 December 11, 1996, 11,901,384
shares of Triad Systems Corporation's common stock (approximately 67.1% of the
issued and outstanding shares) had been validly tendered and not withdrawn.
The Federal Trade Commission is continuing its review of the tender offer.
Cooperative Computing, CCI Acquisition Corp. and Triad currently are
cooperating, and intend to continue to cooperate, with the FTC in its review.
