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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4 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. 4 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 Amendment No. 1 filed on November 22, 1996,
Amendment No. 2 filed on December 13, 1996 and Amendment No. 3 filed on January
3, 1997, 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 2. TENDER OFFER OF BIDDER
The response to Item 2 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
of the Offer). 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 consummation 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 First Amendment does not purport to be
complete and is qualified in its entirety by reference to the First Amendment,
a copy of which is attached hereto as Exhibit 99.15 and incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND
The information set forth under Item 3(b)(2) is amended and
supplemented as set forth in Item 2 above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is supplemented as follows:
On January 16, 1997, the Company issued a press release, the text of
which is attached hereto as Exhibit 99.16 and incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is supplemented by adding thereto the
following information:
Exhibit 99.15 First Amendment to Agreement and Plan of Merger, dated as of
January 15, 1997, by and among Parent, Purchaser and the Company.
Exhibit 99.16 Text of Press Release issued by the Company, dated January
16, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
January 17, 1997
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
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- ------------
<S> <C>
Exhibit 99.15 First Amendment to Agreement and Plan of Merger, dated as of
January 15, 1997, by and among Parent, Purchaser and the Company.
Exhibit 99.16 Text of Press Release issued by the Company, dated January 16,
1997.
</TABLE>
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EXHIBIT 99.15
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"
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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
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Title: Chief Financial Officer
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CCI ACQUISITION CORP.
By: /s/ PRESTON W. STAATS
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Name: Preston W. Staats
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Title: Executive Vice President
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TRIAD SYSTEMS CORPORATION
By: /s/ STANLEY F. MARQUIS
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Name: Stanley F. Marquis
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Title: Vice President, Finance
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EXHIBIT 99.16
FOR IMMEDIATE RELEASE
[TRIAD SYSTEMS CORPORATION LOGO]
CONTACT: TIM MEHREN No. 97-8
510 449-0606
TRIAD ANNOUNCES EXTENSION OF TENDER OFFER AND
AMENDMENT OF MERGER AGREEMENT WITH COOPERATIVE COMPUTING
LIVERMORE, Calif., January 16, 1997 - Triad Systems Corporation (NASDAQ: TRSC)
announced today that Cooperative Computing, Inc. (CCI) and its affiliate. CCI
Acquisition Corp. (CAC) have extended until 10 a.m. Eastern Standard Time on
Monday, January 27, 1997, CAC's tender offer for all of the issued and
outstanding shares of Triad's common stock.
The tender offer, at a price of $9.25 per share, net to the seller in
cash, was previously scheduled to expire at 10 a.m. Eastern Standard 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.
In addition, Triad has entered into an amendment to the previously
announced Agreement and Plan of Merger with CCI and CAC. The amendment extends
the maximum allowable period for completion of the tender offer to Thursday,
February 20, 1997, and extends the closing date for the proposed merger between
Triad and CAC to 45 calendar days after the consummation of the tender offer.
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