<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 7
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
---------------
TRIAD SYSTEMS CORPORATION
(Name of Subject Company)
CCI ACQUISITION CORP.
COOPERATIVE COMPUTING, INC.
(Bidders)
---------------
Common Stock, $.001 par value
(Title of Class of Securities)
---------------
895818 20 1
(CUSIP number of Class of Securities)
---------------
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
---------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
<S> <C>
$182,232,844 $36,447
================================================================================
</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 12 Pages
Exhibit Index is located on Page 5
<PAGE> 2
TENDER OFFER
This Amendment No. 7 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,
Amendment No. 3 filed on January 2, 1997, Amendment No. 4 filed on January 17,
1997, Amendment No. 5 filed on January 27, 1997 and Amendment No. 6 filed on
February 7, 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:
The Chase Manhattan Bank has extended its commitment to provide
the debt financing for the transaction through March 7, 1997. The foregoing
summary of the extension does not purport to be complete and is qualified in its
entirety by reference to such extension, a copy of which is attached hereto as
Exhibit (b)(3) 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 February 19, 1997, Purchaser, Parent and the Company entered
into the Second Amendment to Agreement and Plan of Merger (the "Second
Amendment"). Pursuant to the Second Amendment, the final date for the
consummation of the Offer by Purchaser was extended to March 7, 1997 (the 135th
day following the commencement of the Offer). Previously, the Merger Agreement
provided that the final date was to be February 20, 1997 (the 120th day
following commencement). The Second Amendment effected a corresponding change
to the termination provisions of the Merger Agreement.
The foregoing summary of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to the Second Amendment,
a copy of which is attached hereto as Exhibit (c)(5) 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.R
The response to Item 10(f) is supplemented as follows:
On February 18, 1997, Parent and Purchaser issued a joint press
release, the text of which is attached hereto as Exhibit (a)(16). The first,
second and third paragraphs of such press release are incorporated herein by
reference.
2
<PAGE> 3
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is supplemented by adding thereto the
following information:
99(a)(16) Text of Press Release, dated February 18, 1997.
99(b)(3) Letter Agreement, dated February 18, 1997, among
Purchaser, The Chase Manhattan Bank and Chase
Securities Inc.
99(c)(5) Second Amendment to Agreement and Plan of Merger,
dated February 19, 1997, among Parent, Purchaser
and the Company.
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: February 19, 1997
CCI ACQUISITION CORP.
By: /s/ PRESTON W. STAATS, JR.
-----------------------------------------------
Name: Preston W. Staats, Jr.
--------------------------------------------
Title: Executive Vice President
--------------------------------------------
COOPERATIVE COMPUTING, INC.
By: /s/ MATTHEW HALE
------------------------------------------------
Name: Matthew Hale
--------------------------------------------
Title: Chief Financial Officer
--------------------------------------------
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
-------------------------
<PAGE> 5
EXHIBIT INDEX
Exhibit
99(a)(16) Text of Press Release, dated February 18, 1997
99(b)(3) Letter Agreement, dated February 18, 1997, among Purchaser, The
Chase Manhattan Bank and Chase Securities Inc.
99(c)(5) Second Amendment to Agreement and Plan of Merger, dated
February 19, 1997, among Parent, Purchaser and the Company.
5
<PAGE> 1
EXHIBIT 99(a)(16)
Contact: Roy Winnick
Kekst and Company
(212) 593-2655
COOPERATIVE COMPUTING, INC. AND CCI ACQUISITION CORP.
ANNOUNCE TENTATIVE AGREEMENT WITH FEDERAL TRADE
COMMISSION REGARDING ACQUISITION OF TRIAD SYSTEMS
CORPORATION; EXTEND CASH TENDER OFFER FOR TRIAD COMMON
STOCK UNTIL 10:00 A.M. ON THURSDAY, FEBRUARY 27, 1997
AUSTIN, TEXAS, FEBRUARY 18, 1997 -- Cooperative Computing, Inc. and its
affiliate, CCI Acquisition Corp., both of Austin, Texas, announced today that
Cooperative Computing had entered into an agreement with the staff of the
Federal Trade Commission which they believe will permit Cooperative Computing
to consummate its previously announced acquisition of Triad Systems Corporation
(NASDAQ: TRSC).
Accordingly, CCI Acquisition has extended 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, until 10:00 A.M., New York City time, on
Thursday, February 27, 1997, at which time it anticipates that approval of the
FTC Commissioners will have been received. The tender offer was previously
scheduled to expire at 10:00 A.M., New York City time, on Wednesday, February
19, 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.
Cooperative Computing and CCI Acquisition also announced that they anticipated
the merger agreement with Triad would be amended to allow additional time to
consummate the tender offer, and that The Chase Manhattan Bank had extended its
commitment to provide the debt financing for the transaction.
CCI Acquisition has been advised by the depositary for the tender offer that as
of 5:00 P.M., New York City time, on February 18, 1997, 15,721,802 shares of
Triad's common stock (approximately 88.6% of the issued and outstanding shares)
had been validly tendered and not withdrawn.
Upon consummation of the tender offer, Cooperative Computing and Triad will be
jointly owned by Hicks, Muse, Tate & Furst Incorporated and the present
shareholders of Cooperative Computing, including Glen E. Staats, Phd., who will
be
<PAGE> 2
the President and Chief Executive Officer of Cooperative Computing. Hicks,
Muse, Tate & Furst Incorporated is a leading private investment firm and since
its formation in 1989 has completed or currently has pending more than 70
transactions with a total capital value of approximately $19 billion.
2
<PAGE> 1
[CHASE LETTERHEAD]
EXHIBIT 99(b)(3)
February 18, 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, as amended January 15, 1997 (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 February 20, 1997 contained in the Commitment
Letter and the accompanying Term Sheets are hereby amended to read "March 7,
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 February 20, 1997 to March 7, 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
<PAGE> 2
CCI Acquisition Corp. 2 February 18, 1997
indemnities contained in the Commitment Letter, the accompanying Term Sheets
and the Fee Letter shall remain in full force and effect.
Very truly yours,
THE CHASE MANHATTAN BANK
By:/s/ DANIEL ROUSE
-----------------------------------
Name:Daniel Rouse
Title: Attorney-in-fact
By: /s/ JOHN F. SIMONSON
-----------------------------------
Name:John F. Simonson
Title: Vice President
AGREED TO AND ACCEPTED:
CCI ACQUISITION CORP.
By: /s/ PATRICK K. MCGEE
---------------------------------
Name: Patrick K. McGee
Title:Vice President
<PAGE> 1
EXHIBIT 99(c)(5)
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
"Second Amendment") is made and entered into as of the 19th day of February,
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 (as amended by that
certain First Amendment to Agreement and Plan of Merger dated as of January 15,
1997, 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 "120 calendar days" appearing in
clause (v) of such sentence and replacing each such reference with the
following: "135 calendar days".
3. 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 120th day" appearing in such Section and replacing such
reference with the following: "the 135th day".
4. Counterparts. This Second Amendment may be executed
in one or more counterparts, each of which will be
<PAGE> 2
deemed an original and all of which together will constitute one and the same
instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
2
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IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the date and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ MATTHEW HALE
-------------------------------------
Name: Matthew Hale
-----------------------------------
Title: Chief Financial Officer
----------------------------------
CCI ACQUISITION CORP.
By: /s/ GLENN E. STAATS
------------------------------------
Name: Glenn E. Staats
----------------------------------
Title: President
---------------------------------
TRIAD SYSTEMS CORPORATION
By: /s/ STANLEY F. MARQUIS
------------------------------------
Name: Stanley F. Marquis
----------------------------------
Title: Chief Financial Officer
---------------------------------
3
