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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 7 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:
BARTLEY C. DEAMER, ESQ.
McCUTCHEN, DOYLE, BROWN & ENERSEN
THREE EMBARCADERO CENTER
SAN FRANCISCO, CA 94111
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This Amendment No. 7 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, 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, 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 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 of the Offer). 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 99.19 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 February 19, 1997, the Company issued a press release, the text of
which is attached hereto as Exhibit 99.20 and 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 99.19 Second Amendment to Agreement and Plan of Merger, dated as of
February 19, 1997, by and among Parent, Purchaser and the
Company.
Exhibit 99.20 Text of Press Release issued by the Company, dated February 19,
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.
February 20, 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 99.19 Second Amendment to Agreement and Plan of Merger, dated as
of February 19, 1997, by and among Parent, Purchaser and
the Company.
Exhibit 99.20 Text of Press Release issued by the Company, dated
February 19, 1997.
</TABLE>
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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
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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
Second 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/ GLENN E. STAATS
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Name: Glenn E. Staats
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Title: 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: Chief Financial Officer
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FOR IMMEDIATE
______________________________________________RELEASE
[LOGO] TRIAD Systems Corporation
Contact: Tim Mehren
510 449-0606 No. 97-13
TRIAD ANNOUNCES EXTENSION OF TENDER OFFER AND
AMENDMENT OF MERGER AGREEMENT WITH COOPERATIVE COMPUTING
LIVERMORE, Calif., February 19, 1997 - Triad Systems Corporation (NASDAQ-TRSC)
announced today that Cooperative Computing, Inc. (CCI) and its affiliate, CCI
Acquisition Corp. (CAC) have extended until 10:00 a.m. Eastern Standard Time on
Thursday, February 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 10:00 a.m. Eastern Standard Time
today. Terms of the extended 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.
Triad also announced that its board of directors has approved a second
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 Friday, March 7, 1997.
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