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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
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)
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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)
------------------------------
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.
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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
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Page 1 of 5 Pages
Exhibit Index is located on Page 4
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TENDER OFFER
This Amendment No. 5 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 and Amendment No. 4 filed on January
17, 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 10. ADDITIONAL INFORMATION.
The response to Item 10(f) 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 (a)(14). The first
and third 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)(14) Text of Press Release, dated January 24, 1997.
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 27, 1997
CCI ACQUISITION CORP.
By: /s/ GLENN E. STAATS
-------------------------------------------------
Name: Glenn E. Staats
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Title: President
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COOPERATIVE COMPUTING, INC.
By: /s/ MATTHEW HALE
-------------------------------------------------
Name: Matthew Hale
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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
---------------------------------
3
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EXHIBIT INDEX
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<CAPTION>
Exhibit
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99.(a)(14) Text of Press Release, dated January 24, 1997
</TABLE>
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99.(a)(14)
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.
