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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
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)
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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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$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,
and Schedule 13D Inc.
Date Filed: October 23, 1996
Page 1 of 10 Pages
Exhibit Index is located on Page 4
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TENDER OFFER
This Amendment No. 4 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
filed on November 21, 1996, Amendment No. 2 filed on December 12, 1996 and
Amendment No. 3 filed on January 2, 1997 (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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 4(b) is supplemented as follows:
Pursuant to a Letter Agreement dated January 15, 1997, The Chase
Manhattan Bank has extended its commitment to provide the debt financing for
the transaction through February 20, 1997. The foregoing summary of the Letter
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Letter Agreement, a copy of which is attached hereto as
Exhibit (b)(2) and incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
The information set forth under Item 5(a)-(e) is amended and
supplemented by the addition of the following:
On January 15, 1997, Purchaser, Parent and the Company entered into the
First Amendment to Agreement and Plan of Merger (the "First Amendment").
Pursuant to the First Amendment, the final date for the consummation of the
Offer by Purchaser was extended to February 20, 1997 (the 120th day following
the commencement of the Offer). Previously, the Merger Agreement provided that
the final date was to be January 21, 1997 (the 90th day following
commencement). The First Amendment effected a corresponding change to the
termination provisions of the Merger Agreement. In addition, the First
Amendment amended the Merger Agreement to extend the final date for the
consummation of the Merger to the 45th day following the comsummation of the
tender offer. Previously, the Merger Agreement provided that the final date for
the consummation of the Merger was February 18, 1997.
The foregoing summary of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, a copy of which
is attached hereto as Exhibit (c)(4) and incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is amended and supplemented as set forth in Item 5 above.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10(f) is supplemented as follows:
On January 16, 1997, Parent and Purchaser issued a joint press release,
the text of which is attached hereto as exhibit (a)(13). The third 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)(13) Text of Press Release, dated January 16, 1997.
(b)(2) Letter Agreement, dated January 15, 1997, among Purchaser,
The Chase Manhattan Bank and Chase Securities Inc.
(c)(4) First Amendment to Agreement and Plan of Merger, dated January
15, 1997, among Parent, Purchaser and the Company.
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: January 16, 1997
CCI ACQUISITION CORP.
By: /s/ PRESTON W. STAATS, JR.
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Name: Preston W. Staats, Jr.
----------------------------------------
Title: Executive 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: HM3/GP Partners, L.P., its General
Partner
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
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3
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EXHIBIT INDEX
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Exhibit
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99.(a)(13) Text of Press Release, dated January 16, 1997
99.(b)(2) Letter Agreement, dated January 15, 1997, among Purchaser, The
Chase Manhattan Bank and Chase Securities Inc.
99.(c)(4) First Amendment to Agreement and Plan of Merger, dated January
15, 1997, among Parent, Purchaser and the Company.
</TABLE>
<PAGE> 1
EXHIBIT 99.(a)(13)
Contact: Roy Winnick
Kekst and Company
(212) 593-2655
COOPERATIVE COMPUTING, INC. AND CCI ACQUISITION CORP.
ANNOUNCEMENT AMENDMENT TO MERGER AGREEMENT WITH
TRIAD SYSTEMS CORPORATION;
CASH TENDER OFFER FOR TRIAD COMMON STOCK
EXTENDED UNTIL 10:00 A.M. ON MONDAY, JANUARY 27, 1997
AUSTIN, TEXAS, JANUARY 16, 1997 -- Cooperative Computing, Inc. and its
affiliate, CCI Acquisition Corp., both of Austin, Texas, announced today that
their merger agreement with Triad Systems Corporation (NASDAQ: TRSC) has been
amended to extend the final date for the consummation of CCI Acquisition's
tender offer for all of the issued and outstanding shares of Triad to February
20, 1997. The merger agreement was also amended to extend the final date for
the consummation of the merger with Triad to the 45th day following the
consummation of the tender offer.
In addition, CCI Acquisition announced that The Chase Manhattan Bank has
extended its commitment to provide the debt financing for the transaction
through February 20, 1997.
CCI Acquisition also announced that it has extended until 10:00 A.M., New York
City time, on Monday, January 27, 1997 its tender offer for all of the issued
and outstanding shares of common stock of Triad at a price of $9.25 per share,
net to the seller in cash. The tender offer was previously scheduled to expire
at 10:00 A.M., New York City time, on Friday, January 17, 1997. 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 stated that the merger agreement was amended, and that it had
extended the tender offer to January 27, 1997, primarily to provide additional
time to resolve certain issues raised by the Federal Trade Commission in
connection with the FTC's review of the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act. CCI Acquisition also stated that, although no
assurances can be given, it is optimistic that all such outstanding issues will
be satisfactorily resolved.
CCI Acquisition has been advised by the depositary for the tender offer that as
of 5:00 P.M., New York City time, on January 16, 1997, 15,343,029 shares of
Triad's common stock (approximately 86% of the issued and outstanding shares)
had been validly tendered and not withdrawn.
<PAGE> 1
EXHIBIT 99.(b)(2)
[CHASE LETTERHEAD]
January 15, 1997
CCI Acquisition Corp.
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attention: Patrick K. McGee
Gentlemen:
Reference is made to our Commitment Letter to you, dated
October 16, 1996 (including the Term Sheets, the "Commitment Letter"), relating
to the Facilities. Capitalized terms used but not defined herein shall have the
meanings given to them in the Commitment Letter.
It is our understanding that there are ongoing discussions with
the Federal Trade Commission (the "FTC") relating to certain issues (the "FTC
Issues") raised by the FTC in connection with its review of the Tender Offer.
In that connection and subject to the next two sentences, we hereby confirm
that all references to January 15, 1997 contained in the Commitment Letter and
the accompanying Term Sheets are hereby amended to read "February 20, 1997" and
each of the termination dates for Chase's commitment under the Commitment
Letter and CSI's agreement to perform the services described therein shall be
extended from January 15, 1997 to February 20, 1997. In fulfillment of your
obligations under the Commitment Letter (a) you shall provide us (i)
Projections, reasonably calculated to give effect to the final settlement of
the FTC Issues (the "FTC Settlement"), (ii) a description of the terms of any
asset licenses or transfers effected in connection with the FTC Settlement and
(iii) any other information reasonably requested by us with respect to the FTC
Issues, none of which shall be materially inconsistent in a material and
adverse manner with any information or other matter disclosed to us prior to
the date of the Commitment Letter or could reasonably be expected to have a
material adverse effect on the business, operations, financial condition or
prospects of CCI, Acquisition Co., Target and their subsidiaries taken as a
whole or on their ability to perform the covenants and obligations in a timely
manner under the financing agreements, and (b) you and your affiliates shall
use your best efforts to assist the Lenders in their review of the FTC
Settlement in order to facilitate the execution by the Lenders of the credit
documentation. All other conditions, agreements, covenants and
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CCI Acquisition Corp. 2 January 15, 1997
indemnities contained in the Commitment Letter, the accompanying Term Sheets
and the Fee Letter remain in full force and effect.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ MARIAN N. SCHULMAN
-------------------------
Name: Marian N. Schulman
Title: Attorney-in-Fact
CHASE SECURITIES INC.
By: /s/ JOHN F. SIMONSON
-------------------------
Name: John F. Simonson
Title: Vice President
AGREED TO AND ACCEPTED:
CCI ACQUISITION CORP.
By: /s/ GLENN E. STAATS
----------------------
Name:
Title:
<PAGE> 1
EXHIBIT 99.(c)(4)
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "First
Amendment") is made and entered as of the 15th day of January, 1997 by and among
Cooperative Computing, Inc., a Texas corporation ("Parent"), CCI Acquisition
Corp., a Delaware corporation ("Sub"), and Triad Systems Corporation, a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company are parties to an Agreement
and Plan of Merger, dated as of October 17, 1996 (the "Merger Agreement");
WHEREAS, Parent, Sub and the Company wish to amend certain
provisions of the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Defined Terms. Terms used herein with their initial
letters capitalized and not otherwise defined herein (including those terms so
used and not defined in the recitals above) shall have the respective meanings
given such terms in the Merger Agreement.
2. Amendment of Section 1.1(b) of the Merger Agreement. The
first sentence of Section 1.1(b) of the Merger Agreement is hereby amended by
deleting each of the two references to "90 calendar days" appearing in clause
(v) of such sentence and replacing each such reference with the following: "120
calendar days".
3. Amendment of Section 8.1(c) of the Merger Agreement.
Section 8.1(c) of the Merger Agreement is hereby amended by deleting the
reference to "February 18, 1997" appearing in such Section and replacing such
reference with the following: "the 45th day following the consummation of the
Offer".
4. Amendment of Section 8.1(g) of the Merger Agreement.
Section 8.1(g) of the Merger Agreement is hereby amended by deleting the
reference to "the 90th day"
<PAGE> 2
appearing in such Section and replacing such reference with the following: "the
120th day".
5. Counterparts. This First Amendment may be executed in one
or more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ MATTHEW HALE
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Name: Matthew Hale
--------------------------------
Title: Chief Financial Officer
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CCI ACQUISITION CORP.
By: /s/ PRESTON W. STAATS
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Name: Preston W. Staats
--------------------------------
Title: Executive Vice President
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TRIAD SYSTEMS CORPORATION
By: /s/ STANLEY S. MARQUIS
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Name: Stanley S. Marquis
--------------------------------
Title: Vice President, Finance
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3
