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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TRIAD SYSTEMS CORPORATION
(Name of Subject Company)
TRIAD 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
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This Amendment No. 2 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"), and amended by the Company on November 22, 1996, 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 December 12, 1996, Parent and Purchaser issued a joint press release,
the text of which is attached hereto as Exhibit 99.13. The first and third
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 In response to a comment letter received from the Securities and
Exchange Commission dated November 15, 1996, Hambrecht & Quist
LLC has changed the penultimate paragraph of its opinion dated
October 16, 1996. The revised opinion is filed herewith as
Exhibit 99.9.
Exhibit 99.13 Text of Press Release, dated December 12, 1996.
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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.
December 13, 1996
TRIAD SYSTEMS CORPORATION
By /s/ STANLEY F. MARQUIS
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Stanley F. Marquis
Vice President, Finance and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
- - ------- -----------
Exhibit 99.9 In response to a comment letter received from the Securities
and Exchange Commission dated November 15, 1996, Hambrecht &
Quist LLC has changed the penultimate paragraph of its
opinion dated October 16, 1996. The revised opinion is filed
herewith as Exhibit 99.9.
Exhibit 99.13 Text of Press Release, dated December 12, 1996.
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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.
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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 our advisory services and the opinion expressed herein
are provided to the Company's Board of Directors for its use in evaluating the
transaction contemplated by the Agreement. This opinion may not be summarized,
excerpted from or otherwise publicly referred to without our prior written
consent, except that it may be reproduced in Triad's Schedule 14D-9 relating to
the Proposed Transaction. This letter does not constitute a recommendation to
any Triad 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.
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The Board of Directors
Triad Systems Corporation
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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
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David G. Golden
Managing Director
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EXHIBIT 99.13
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.
