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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 8
(FINAL AMENDMENT)
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)
---------------
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
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$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.
<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
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Page 1 of 10 Pages
Exhibit Index is located on Page 6
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CUSIP NO. 895818 20 1 14D-1 Page 2 of __ Pages
<TABLE>
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<S> <C> <C>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Cooperative Computing, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEM 2(e) or 2(f). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
7 PERSON
1,000 shares*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
8 CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%*
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TYPE OF REPORTING PERSON
10 CO
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</TABLE>
* On February 27, 1997, Hicks, Muse, Tate & Furst Equity Fund III, L.P.
purchased 9,600,000 shares of common stock, $.01 par value per share,
of Cooperative Computing, Inc. (approximately 54.55% of the issued and
outstanding shares of such common stock). Cooperative Computing Inc.
then owned beneficially all of the issued and outstanding shares of
common stock, $.01 par value per share, of CCI Acquisition Corp. As a
result of the consummation by CCI Acquisition Corp. on February 27,
1997 of the tender offer to which this statement relates, CCI
Acquisition Corp. became the beneficial owner of 19,459,616 Shares.
Pursuant to a second stage merger of CCI Acquisition Corp. with and
into Triad Systems Corporation on the same day (in connection with
which merger Triad Systems Corporation's Certificate of Incorporation
was amended and restated, to among other things, provide for an equity
capital structure including 1,000 shares of common stock, $.01 par
value per share ("New Shares")), each Share held by a person other
than Cooperative Computing, Inc. was converted into the right to
receive $9.25 in cash, and Cooperative Computing, Inc. became the
direct beneficial owner of all of the New Shares. Accordingly, Hicks,
Muse, Tate & Furst Equity Fund III, L.P. is the indirect beneficial
owner of 545.5 (54.55%), and Cooperative Computing, Inc. is the direct
beneficial owner of 1,000 (100%), of the issued and outstanding New
Shares.
2
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CUSIP NO. 895818 20 1 14D-1 Page 3 of __ Pages
<TABLE>
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<S> <C> <C>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hicks, Muse, Tate & Furst Equity Fund III, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4 OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f). [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
7 PERSON
545.5*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
54.55%
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TYPE OF REPORTING PERSON
10 PN
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</TABLE>
* On February 27, 1997, Hicks, Muse, Tate & Furst Equity Fund III, L.P.
purchased 9,600,000 shares of common stock, $.01 par value per share,
of Cooperative Computing, Inc. (approximately 54.55% of the issued and
outstanding shares of such common stock). Cooperative Computing Inc.
then owned beneficially all of the issued and outstanding shares of
common stock, $.01 par value per share, of CCI Acquisition Corp. As a
result of the consummation by CCI Acquisition Corp. on February 27,
1997 of the tender offer to which this statement relates, CCI
Acquisition Corp. became the beneficial owner of 19,459,616 Shares.
Pursuant to a second stage merger of CCI Acquisition Corp. with and
into Triad Systems Corporation on the same day (in connection with
which merger Triad Systems Corporation's Certificate of Incorporation
was amended and restated, to among other things, provide for an equity
capital structure including 1,000 shares of common stock, $.01 par
value per share ("New Shares")), each Share held by a person other
than Cooperative Computing, Inc. was converted into the right to
receive $9.25 in cash, and Cooperative Computing, Inc. became the
direct beneficial owner of all of the New Shares. Accordingly, Hicks,
Muse, Tate & Furst Equity Fund III, L.P. is the indirect beneficial
owner of 545.5 (54.55%), and Cooperative Computing, Inc. is the direct
beneficial owner of 1,000 (100%), of the issued and outstanding New
Shares.
3
<PAGE> 4
TENDER OFFER
This Amendment No. 8 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, Amendment No. 6 filed on
February 7, 1997 and Amendment No. 7 filed on February 19, 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 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is amended and supplemented by the addition of
the following:
The Offer expired at 10:00 A.M., New York City time, on Thursday,
February 27, 1997. Following the expiration of the Offer, Purchaser accepted
for payment all Shares validly tendered pursuant to the Offer. The Purchaser
was informed by the Depositary that 19,459,616 Shares (approximately 98.7% of
the issued and outstanding Shares) were validly tendered and not withdrawn
pursuant to the Offer, including 1,802,284 Shares tendered pursuant to the
procedure for guaranteed delivery.
On February 27, 1997, subsequent to the consummation of the Offer, a
merger of Purchaser with and into the Company (the "Merger") pursuant to
Section 253 of the General Corporation Law of the State of Delaware became
effective. The Company was the surviving corporation in the Merger. The
Merger was the second and final step in the acquisition by Cooperative
Computing of the Company pursuant to the Agreement and Plan of Merger, dated as
of October 17, 1996, among Parent, Purchaser and the Company (as amended on
January 15, 1997 and February 19, 1997, the "Merger Agreement"). The first
step was the Offer. Under the Merger Agreement, each Share outstanding
immediately prior to the effective time of the Merger (excluding Shares owned,
directly or indirectly, by the Company, Parent or any of their respective
subsidiaries, and Shares held by persons exercising dissenter's rights) was
converted into the right to receive $9.25 per Share in cash. As a result of
the Merger, the Company is now a wholly-owned subsidiary of Parent.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is supplemented by adding thereto the
following information:
(a)(17) Text of Press Release, dated February 26, 1997.
(a)(18) Text of Press Release, dated February 27, 1997.
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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: March 4, 1997
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
--------------------------
5
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EXHIBIT INDEX
Exhibit
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(a)(17) Text of Press Release, dated February 26, 1997
(a)(18) Text of Press Release, dated February 27, 1997
6
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(a)(17)
COOPERATIVE COMPUTING INC. AND CCI ACQUISITION CORP.
RECEIVE CLEARANCE TO COMPLETE ACQUISITION OF
TRIAD SYSTEMS CORP., PAVING WAY FOR COMPLETION OF
TENDER OFFER AS SCHEDULED AT 10:00 A.M. NEW YORK TIME
ON THURSDAY, FEB. 17
AUSTIN, TEX., February 26, 1997 - Cooperative Computing Inc. and its affiliate
CCI Acquisition Corp. today announced that, as a result of a unanimous decision
by the Federal Trade Commission (FTC) to accept for public comment Cooperative
Computing's previously indicated agreement with the FTC staff, CCI Acquisition
is now clear to complete its previously announced tender offer for all of the
issued and outstanding shares of Triad Systems Corp. (NASDAQ: TRSC).
Cooperative Computing and CCI Acquisition further stated that CCI Acquisition
expects and intends to complete the tender offer as scheduled at 10:00 A.M.,
New York City time, on Thursday, Feb. 27, 1997.
CONTACT: Roy Winnick
Kekst and Company
212/593-2655
<PAGE> 1
(a)(18)
HICKS, MUSE, TATE & FURST INCORPORATED
AND COOPERATIVE COMPUTING INC.
COMPLETE ACQUISITION OF TRIAD SYSTEMS CORP.
DALLAS, AUSTIN and LIVERMORE, Calif., February 27, 1997 - Hicks, Muse, Tate &
Furst Incorporated, of Dallas, and Cooperative Computing, Inc. (CCI), of
Austin, a provider of information-management solutions to large warehouse
distributors in the automotive aftermarket business, today announced that they
have completed the acquisition of Triad Systems Corp., of Livermore, Calif., a
provider of information systems to the independent jobber segment of the
automotive parts aftermarket as well as to retail hardware and lumber dealers,
in a transaction creating a company with an enterprise value of approximately
$300 million.
The companies said that prior to the completion of the acquisition transaction,
CCI Acquisition Corp., an affiliate of CCI, successfully completed its tender
offer for all of the issued and outstanding shares of Triad Systems Corp. The
tender offer expired as scheduled at 10:00 A.M., New York City time, on
Thursday, Feb. 27, 1997. Based on a preliminary count, 19,459,616 shares of
Triad common stock were tendered and accepted for payment, representing in
excess of 98% of the issued and outstanding shares of Triad. Based on
approximately 19,708,000 fully diluted shares of Triad common stock
outstanding, and the per-share cash consideration of $9.25 for such shares, the
total value of the cash portion of the consideration to be paid for such shares
is approximately $182.3 million.
In addition, as previously indicated, Triad shareholders will also receive
shares in a spun-off entity whose assets will consist of Triad's real property
in Livermore, Calif., including its 220,000-square-foot corporate headquarters
and approximately 150 acres of property held for sale in the Triad Park
development. The spun-off real estate entity has assumed approximately $20.7
million of indebtedness previously secured by the spun-off real estate. Over
time, the real estate entity will liquidate its real estate portfolio, with
proceeds used to pay expenses (including taxes), repay secured debt and
distribute any remaining proceeds to current Triad shareholders. The value of
the ultimate cash distribution to be realized by Triad shareholders has not
been determined.
Cooperative Computing, Inc. founded in 1976 by Glenn E. Staats, Ph.D., is a
privately held firm that has experienced rapid growth in developing highly
sophisticated program distribution solutions for the automotive aftermarket and
related
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industries. The company is well-known for its long-term investment in research
and development to produce leading-edge information solutions for its clients.
CCI's market focus has been on providing solutions to larger warehouse
distributors and their customer networks.
Triad has long been known for its focus on the independent jobber segment of
the automotive aftermarket, where it has excelled in developing and delivering
innovative solutions. Triad is also known for providing business solutions for
the hardlines (hardware) and lumber marketplace. Founded in 1972, Triad has
been a pioneer in sales and marketing strategies to its target markets.
Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks, Muse, said:
"We are pleased to partner with CCI's owners, Glenn and Preston Staats, and the
people of CCI and Triad to create a platform company in the growing information
services and management industry."
Glenn E. Staats has been named President and Chief Executive Officer of the new
Cooperative Computing, Inc. and is its largest individual shareholder. Preston
W. Staats, Ph.D., his brother, has been named Chief Operating Officer. James
R. Porter, formerly President and Chief Executive Officer of Triad, has been
named Chairman of the Board of the new Cooperative Computing, Inc.
Glenn E. Staats said: "There are substantial synergies that arise from the
combination of our two companies. First, Triad's large, well-managed, and
highly successful sales force, working in conjunction with CCI's National
Account team, will allow our new company to market a complete package of system
and data offerings to our respective customer groups. Secondly, we will be
able to amortize our expenses over a much larger potential user base and hence
lower our customers' costs. Finally, the combination of our research and
development efforts will provide our customers with far superior products than
either one of us could have developed separately. As a result, we will be able
to significantly increase our Hardlines, Lumber and Automotive Aftermarket
customers' ability to prosper in their competitive marketplace."
Mr. Porter said: "The combination of CCI and Triad benefits our
automotive-aftermarket and other customers by enhancing our ability to help
them use information-management systems to improve their operating efficiency.
It also positions us for continued growth in the businesses we are currently in
and others we may choose to pursue."
2
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Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated, a leading
private investment firm, has completed or currently has pending more than 70
transactions with a total capital value of approximately $19 billion.
Headquartered in Dallas, Hicks Muse also has offices in New York, St. Louis and
Mexico City.
# # #
Contact: Roy Winnick
Kekst and Company
212/593-2655
3
