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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
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)
--------------------
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)
--------------------
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
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$182,232,844 $36,447
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</TABLE>
* 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.
<TABLE>
<S> <C>
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
</TABLE>
Page 1 of 7 Pages
Exhibit Index is located on Page 5
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CUSIP NO. 895818 20 1 14D-1 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
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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.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEM 2(e) or 2(f). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
7 PERSON 0*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
8 CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* On October 17, 1996, Cooperative Computing, Inc., a Texas corporation
("Parent"), and CCI Acquisition Corp., a Delaware corporation and an
affiliate of Parent ("Purchaser"), entered into a Stockholders Agreement
(the "Stockholders Agreement") with certain stockholders (collectively,
the "Selling Stockholders") of Triad Systems Corporation (the "Company"),
pursuant to which the Selling Stockholders, which include all of the
members of the Board of Directors of the Company, agreed to validly
tender and not withdraw pursuant to Purchaser's offer to purchase an
aggregate of 3,537,094 shares of common stock, $.001 par value per share
(the "Shares"), of the Company representing all of the outstanding Shares
which are owned of record or beneficially by them. Such Shares represent
approximately 18.0% of the Shares outstanding calculated on a
fully-diluted basis. The Stockholders Agreement is described more fully
in Section 12 of the Offer to Purchase, dated October 23, 1996 (the
"Offer to Purchase"). Hicks, Muse, Tate & Furst Equity Fund III, L.P.,
which contemplates making an equity investment in Parent, disclaims
beneficial ownership of the Shares and further disclaims that it is a
bidder for purposes of the Offer (as defined in the Offer to Purchase).
2
<PAGE> 3
TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and statement on Schedule 13D (the "Statement") filed on October
23, 1996 by CCI Acquisition Corp., a Delaware corporation ("Purchaser"), and
Cooperative Computing, Inc., a Texas corporation ("Parent"), 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 thereto as Exhibits (a)(1) and (a)(2), respectively (which collectively
constitute the "Offer").
ITEM 4. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 4(a) is supplemented as follows:
On November 20, 1996, Parent and Purchaser issued a joint press release,
the text of which is attached hereto as Exhibit (a)(9). The third paragraph of
such press release is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10(c) 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 (a)(10) and
incorporated herein by reference.
The response to Item 10(f) is supplemented as follows:
On November 20, 1996, Parent and Purchaser issued a joint press release,
the text of which is attached hereto as exhibit (a)(9). The first and fourth
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:
(a)(9) Text of Press Release, dated November 20, 1996.
(a)(10) Text of Press Release, dated November 15, 1996.
3
<PAGE> 4
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 21, 1996
CCI ACQUISITION CORP.
By: /s/ Patrick K. McGee
------------------------------------------
Name: Patrick K. McGee
----------------------------------------
Title: Vice President
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COOPERATIVE COMPUTING, INC.
By: /s/ Matthew Hale
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Name: Matthew Hale
----------------------------------------
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.
---------------------------------
Name: Lawrence D. Stuart, Jr.
-------------------------------
Title: Managing Director
------------------------------
4
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EXHIBIT INDEX
Exhibit
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99.(a)(9) Text of Press Release, dated November 20, 1996
99.(a)(10) Text of Press Release, dated November 15, 1996
<PAGE> 1
EXHIBIT (a)(9)
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.
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EXHIBIT (a)(10)
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.
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