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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5 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. 5 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, Amendment No. 3 filed on January 3,
1997 and Amendment No. 4 filed on January 17, 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The response to Item 8 is supplemented as follows:
On January 24, 1997, Parent and Purchaser issued a joint press release,
the text of which is attached hereto as Exhibit 99.17. The first paragraph of
such press release is 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 99.17 Text of Press Release, dated January 24, 1997.
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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.
January 27, 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
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<S> <C>
Exhibit 99.17 Text of Press Release, dated January 24, 1997.
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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 10:00 A.M. ON FRIDAY, FEBRUARY 7, 1997
AUSTIN, TEXAS, JANUARY 24, 1997 -- Cooperative Computing, Inc. and its
affiliate CCI Acquisition Corp., both of Austin, announced today that CCI
Acquisition has extended until 10:00 A.M., New York City time, on Friday,
February 7, 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 10:00 A.M., New York City
time, on Monday, January 27, 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 has been advised by the depositary for the tender offer that as
of 5:00 P.M., New York City time, on January 24, 1997, 14,943,953 shares of
Triad's common stock (approximately 84.2% of the issued and outstanding shares)
had been validly tendered and not withdrawn.
CCI Acquisition stated that it was extending the tender offer 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.
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