-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mam6mZJH0PHrZeD5fJABmS+Tjx5+upN498hbWwFDccfDXS5tFX2zFs8p2Hs1m/Rf ZlhodSH6IL4VXKDthtN9bQ== 0001145443-02-000195.txt : 20020617 0001145443-02-000195.hdr.sgml : 20020617 20020617141939 ACCESSION NUMBER: 0001145443-02-000195 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020617 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICIAL PAYMENTS CORP CENTRAL INDEX KEY: 0001094998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 522190781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57269 FILM NUMBER: 02680439 BUSINESS ADDRESS: STREET 1: THREE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901-2501 BUSINESS PHONE: 2033564200 MAIL ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: US AUDIOTEX CORP DATE OF NAME CHANGE: 19990914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICIAL PAYMENTS CORP CENTRAL INDEX KEY: 0001094998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 522190781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: THREE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901-2501 BUSINESS PHONE: 2033564200 MAIL ADDRESS: STREET 1: 2333 SAN RAMON VALLEY BOULEVARD STREET 2: SUITE 450 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: US AUDIOTEX CORP DATE OF NAME CHANGE: 19990914 SC TO-T/A 1 d11111.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ----------------------------- OFFICIAL PAYMENTS CORPORATION (Name of Subject Company (Issuer)) KINGFISH ACQUISITION CORPORATION a wholly-owned subsidiary of Tier Technologies, Inc. and TIER TECHNOLOGIES, INC. (Names of Filing Persons (Offerors)) ----------------------------- COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) ----------------------------- 676235 10 4 (CUSIP Number of Class of Securities) ----------------------------- JAMES L. BILDNER TIER TECHNOLOGIES, INC. 1350 TREAT BLVD., SUITE 250 WALNUT CREEK, CA 94596 TELEPHONE: (925) 937-3950 FACSIMILE: (925) 937-3752 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: BRUCE R. DEMING, ESQ. JACK G. MARTEL, ESQ. FARELLA BRAUN + MARTEL LLP 235 MONTGOMERY STREET, 30TH FLOOR SAN FRANCISCO, CA 94104 TELEPHONE: (415) 954-4400 FACSIMILE: (415) 954-4480 Calculation of Filing Fee - ---------------------------------------------------------------------------- Transaction valuation $68,858,628* Amount of filing fee $13,772 - ---------------------------------------------------------------------------- * For purposes of calculating the filing fee only. The filing fee calculation assumes the purchase of all outstanding shares of common stock, par value $0.01 per share, of Official Payments Corporation (the "Shares") at a price of $3.00 per Share, without interest. As of June 6, 2002, there were 22,952,876 shares issued and outstanding. Based on the foregoing, the transaction value is equal to the product of 22,952,876 shares and $3.00 per share. Such number does not consider any shares issuable upon exercise of outstanding Company Stock Options. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check the 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. Amount Previously Paid: $13,772 Form or Registration No.: Schedule TO Filing Party: Tier Technologies, Inc. Date Filed: June 11, 2002 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission on June 11, 2002, relating to a tender offer by Kingfish Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Tier Technologies, Inc., a California corporation ("Parent"), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Official Payments Corporation, a Delaware corporation (the "Company"), at a price of $3.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 11, 2002 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined shall have the meanings assigned to such terms in the Offer to Purchase. Item 11. Additional Information On June 14, 2002, Parent received early termination of the waiting period required under the Hart-Scott-Rodino Act. On June 17, 2002, Parent issued a press release regarding the early termination of the waiting period, the full text of which is filed as Exhibit (a)(5)(A) to this Schedule TO and incorporated by reference herein. Item 12. Exhibits (a)(1)(A) Offer to Purchase, dated February 25, 2000. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G) Press release issued by Parent and Purchaser, dated June 11, 2002, announcing the commencement of the Offer. (a)(1)(H) Summary Advertisement, dated June 11, 2002, appearing in the Wall Street Journal. (a)(5)(A) Press release issued by Parent, dated June 17, 2002, announcing termination of the waiting period under the Hart-Scott-Rodino Act. (b) Not applicable. (d)(1) Agreement and Plan of Merger, dated as of May 30, 2002, by and among Parent, Purchaser and the Company. (d)(2) Stockholders Agreement, dated as of May 30, 2002, by and among Parent, Purchaser and the holders of Shares parties thereto. (d)(3) Confidentiality Agreement, dated April 17, 2002, by and between Parent and the Company. (d)(4) Form of Employment Agreement. (g) Not applicable. (h) Not applicable. Item 13. Information Required by Schedule 13E-3 Not applicable. Signature. After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. KINGFISH ACQUISITION CORPORATION By: /s/ James L. Bildner ------------------------------ Name: James L. Bildner Title: President and Chief Executive Officer Date: June 17, 2002 TIER TECHNOLOGIES, INC. By: /s/ James L. Bildner ------------------------------ Name: James L. Bildner Title: Chairman and Chief Executive Officer Date: June 17, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(1)(A) Offer to Purchase, dated June 11, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Press release issued by Parent and Purchaser, dated June 11, 2002, announcing the commencement of the Offer.* (a)(1)(H) Summary Advertisement, dated June 11, 2002, appearing in the Wall Street Journal.* (a)(5)(A) Press release issued by Parent, dated June 17, 2002, announcing termination of the waiting period under the Hart-Scott-Rodino Act. (d)(1) Agreement and Plan of Merger, dated as of May 30, 2002, by and among Parent, Purchaser and the Company.* (d)(2) Stockholders Agreement, dated as of May 30, 2002, by and among Parent, Purchaser and the holders of Shares parties thereto.* (d)(3) Confidentiality Agreement, dated April 17, 2002, by and between Parent and the Company.* (d)(4) Form of Employment Agreement.* - -------- * Previously filed. EX-99 2 ex-a5a.txt [Logo] FOR: Tier Technologies, Inc. 1350 Treat Boulevard Suite 250 Walnut Creek, CA 94596 CONTACT: Lori B. DePole, CFO Barbara Pivnicka, CMO 925-937-3950 For Immediate Release Corey Cutler/Kirin Smith Morgen-Walke Associates 212-850-5600 TIER TECHNOLOGIES RECEIVES EARLY TERMINATION OF WAITING PERIOD UNDER THE HART-SCOTT-RODINO ACT FOR THE PROPOSED ACQUISITION OF OFFICIAL PAYMENTS CORPORATION Walnut Creek, CA, June 17, 2002 - Tier Technologies, Inc. (Nasdaq: TIER) announced today that on June 14, 2002, it received early termination of the waiting period required under the Hart-Scott-Rodino Act in connection with the previously announced proposed acquisition of Official Payments Corporation (Nasdaq: OPAY). Pursuant to an all cash tender offer, Tier is offering to acquire Official Payments for $3.00 in cash per share of Official Payments common stock. Tier's offer is scheduled to expire at 5:00 p.m., New York City time on Tuesday, July 9, 2002, unless extended. Tier is a vertically-focused consulting firm that provides business and information technology consulting, systems design and integration, transaction processing, business process outsourcing and business process reengineering for its clients primarily in the state and local government, healthcare, insurance and utilities markets. Tier brings specific industry knowledge, proven delivery capability and proprietary applications to its client relationships. The combination of domain expertise and technical capability allow Tier to provide solutions that link increased operating efficiencies with systems and technology improvements. Tier serves Fortune 1000 companies and government entities. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only through the Offer to Purchase and the related Letter of Transmittal which have been mailed to stockholders. We urge investors and security holders to read the following documents regarding the tender offer and merger because they contain important information: (i) Tier's Tender Offer Statement on Schedule TO, including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery and (ii) Official Payment's Solicitation/Recommendation Statement on Schedule 14D-9. These documents have been filed, and any amendments to these documents will be filed, with the United States Securities and Exchange Commission, and may be obtained for free at the SEC's website (www.sec.gov). You may also obtain for free each of these documents from Mellon Investor Services at (866) 323-8166 and 44 Wall Street, 7th Floor, New York, New York 10005. #### Tier...Expect A Lot(sm) -----END PRIVACY-ENHANCED MESSAGE-----