-----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, EP9YX9DDhJxNrnzwMAX4oDbDQ7p1XWMCUvGfOomzvKQra3GeTmkFW3hVB/jm/xpc 65Oy7jr6NI7Wmk2JKrZOFw== 0000950134-99-003591.txt : 19990506 0000950134-99-003591.hdr.sgml : 19990506 ACCESSION NUMBER: 0000950134-99-003591 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990505 GROUP MEMBERS: INTERVOICE ACQUISITION SUBSIDIARY III INC GROUP MEMBERS: INTERVOICE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRITE VOICE SYSTEMS INC CENTRAL INDEX KEY: 0000852637 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 480986248 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-40824 FILM NUMBER: 99611408 BUSINESS ADDRESS: STREET 1: 250 INTERNATIONAL PKWY STREET 2: SUITE 300 CITY: HEATHROW STATE: FL ZIP: 32746 BUSINESS PHONE: 4073571000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERVOICE INC CENTRAL INDEX KEY: 0000764244 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 751927578 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 17811 WATERVIEW PKWY CITY: DALLAS STATE: TX ZIP: 75255 BUSINESS PHONE: 2146693988 SC 14D1/A 1 AMENDMENT TO SCHEDULE 14D1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 14D-1 (AMENDMENT NO. 1) Tender Offer Statement Pursuant To Section 14(d)(1) of the Securities Exchange Act of 1934 --------------------- BRITE VOICE SYSTEMS, INC. (Name of Subject Company) INTERVOICE ACQUISITION SUBSIDIARY III, INC. INTERVOICE, INC. (Bidders) --------------------- COMMON STOCK, NO PAR VALUE (Title of Class of Securities) --------------------- 110411105 (CUSIP Number of Class of Securities) --------------------- DANIEL D. HAMMOND CHAIRMAN AND CHIEF EXECUTIVE OFFICER INTERVOICE, INC. 17811 WATERVIEW PARKWAY DALLAS, TEXAS 75252 (972) 454-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: SAM P. BURFORD, JR. THOMPSON & KNIGHT, P.C. 1700 PACIFIC AVENUE, SUITE 3300 DALLAS, TEXAS 75201 (214) 969-1354 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------- -------------------- $122,719,277....................................... $24,543.86
- --------------- * For purposes of calculating fee only. The total transaction value is based on 9,158,155 shares, the number of shares for which the Offer (as defined herein) is made, multiplied by the offer price of $13.40 per share. The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of one percentum of the value of shares to be purchased. [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. Amount Previously Paid: $24,543.86. Filing Party: InterVoice Acquisition Subsidiary III, Inc. InterVoice, Inc. Form or Registration No.: Schedule 14D-1. Date Filed: May 3, 1999.
3 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated May 3, 1999 (the "Statement"), of InterVoice Acquisition Subsidiary III, Inc., a Nevada corporation (the "Purchaser"), and a wholly owned subsidiary of InterVoice, Inc., a Texas corporation ("Parent"), filed in connection with Purchaser's offer to purchase 9,185,155 shares of common stock, no par value (the "Shares" or "Common Stock"), of Brite Voice Systems, Inc., a Kansas corporation (the "Company"), as set forth in the Statement. All capitalized terms not defined herein have the meanings given to them in the Offer to Purchase (the "Offer to Purchase") filed as Exhibit (a)(1) to the Statement. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. The response to Item 11 is hereby amended and supplemented as follows: (a)(9) -- Press release dated May 3, 1999 announcing the commencement of the tender offer. (a)(10) -- Press release dated May 3, 1999 announcing the commencement of the tender offer.
1 4 SIGNATURE After due 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. InterVoice Acquisition Subsidiary III, Inc. By: /s/ ROB-ROY J. GRAHAM ---------------------------------- Name: Rob-Roy J. Graham Title: President and Chief Financial Officer Date: May 5, 1999 2 5 SIGNATURE After due 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. InterVoice, Inc. By: /s/ ROB-ROY J. GRAHAM ---------------------------------- Name: Rob-Roy J. Graham Title: Chief Financial Officer Date: May 5, 1999 3 6 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT -------------- ------- (a)(9) -- Press release dated May 3, 1999 announcing the commencement of the tender offer. (a)(10) -- Press release dated May 3, 1999 announcing the commencement of the tender offer.
EX-99.A.9 2 PRESS RELEASE 1 EXHIBIT 99.(a)(9) IV PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: InterVoice, Inc. Rob-Roy J. Graham Chief Financial Officer (972) 454-8712 17-99 INTERVOICE ANNOUNCES TENDER OFFER TO PURCHASE BRITE SHARES DALLAS, TEXAS - MAY 3, 1999 --InterVoice, Inc. (InterVoice) announced today that it is commencing a tender offer to purchase 9,158,155 shares of Common Stock of Brite Voice Systems, Inc. (Brite) at $13.40 per share in cash. The tender offer is being made pursuant to an Acquisition and Merger Agreement dated April 27, 1999, other related agreements and tender offer documents that are being filed today with the Securities and Exchange Commission. The offer is conditional upon the tender of at least 9,158,155 shares, which represents approximately 75% of the outstanding shares of Brite Common Stock, receipt of regulatory approvals and certain other conditions that are set forth in the tender offer documents. Certain members of Brite Voice's management and board of directors have entered into agreements to tender shares held by them into the offer. If more than 9,158,155 Brite shares are tendered into the offer, InterVoice will purchase 9,158,155 shares on a pro rata basis, with adjustments to avoid fractional shares, based on the number of shares validly tendered and not withdrawn prior to the expiration date of the offer. The tender offer, proration period and withdrawal rights expire at 12:00 midnight, New York City time, on June 1, 1999, unless the offer is extended. Corporate Investor Communications, Inc. (CIC) is serving as the Information Agent for the tender offer. The information filed with the Securities and Exchange Commission in connection with the tender offer may be obtained by calling CIC, toll-free, at (877) 460-2559. The tender offer is the first step of a two-step transaction. In the second step, subject to the terms and conditions of the merger agreement among the parties, all outstanding shares of Common Stock of Brite not purchased in the cash tender offer will be exchanged into shares of InterVoice common stock. The ratio of exchange will be determined at the time of the merger based on the average closing price of an InterVoice share for the preceding twenty-five trading days. This press release and public oral statements by InterVoice and Brite representatives may contain forward-looking information that is subject to certain risks and uncertainties that could cause actual results to vary from those projected. Statements that are not historical facts, including statements about confidence in strategies, plans and expectations about new and existing products and their market acceptance, expectations about future -more- 2 revenues and earnings, industry growth and demand, and returns on investments in products and markets are forward-looking statements that involve risks and uncertainties that could materially impact the companies and the merged company results from operations. For a discussion of the risks and uncertainties that could materially impact the companies and their results from operations, please see InterVoice's and Brite's Forms 10-K and Forms 10-Q, and other filings, filed with the Securities and Exchange Commission. InterVoice, Inc. (NASDAQ: INTV), is a leading global supplier of call automation systems for call centers, enhanced network-based services for telecommunications service providers and the world's largest supplier of interactive voice response systems. With nearly 12,000 systems shipped to 52 countries, InterVoice's solutions are used to increase revenues, decrease costs, and deliver exceptional customer service. InterVoice, an ISO 9001 certified company, is headquartered in Dallas, Texas, USA and has representative offices in the Americas, Europe, and Asia-Pacific. Company information and interactive product demonstrations are available on the World Wide Web at http://www.intervoice.com. Brite Voice Systems, Inc. (NASDAQ:BVSI), is a world leader in providing enhanced telecommunications systems and interactive information systems. Brite's products include prepaid, messaging, voice mail, voice activated dialing, enhanced calling cards, as well as interactive information and IVR-CTI applications. The company also provides managed service capabilities for these products. Brite is certified ISO 9001/TickIT, a globally accepted quality management recognition. Brite's certification includes the design, development, manufacture, installation and support of computer-based voice and multimedia systems. The certification also includes the company's associated managed services, information services and training services. ### EX-99.A.10 3 PRESS RELEASE 1 EXHIBIT 99.(a)(10) IV PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Rob-Roy J. Graham Carol Wingard Jim Terry InterVoice, Inc. InterVoice, Inc. M/C/C (972) 454-8712 (972) 454-8250 (972) 480-8383 cwingard@intervoice.com jim terry@mccom.com INTERVOICE ACTS QUICKLY TO CLOSE BRITE MERGER Tender offer, impending merger to make InterVoice industry giant DALLAS - MAY 3, 1999 -- Dallas-based InterVoice, Inc. today moved quickly to form one of the largest corporations in the call automation industry. Today's announcement of a cash tender offer by InterVoice to purchase nearly 75 percent of the outstanding shares of Brite Voice Systems, Inc. illustrates InterVoice's intent to rapidly merge the two companies. The cash tender offer comes less than a week after the announcement of the InterVoice-Brite merger, valued at approximately $164 million. The merger, expected to be completed around the end of July, will double the size of InterVoice. Combined, InterVoice and Brite had revenues of nearly $300 million last year. The merger will make InterVoice-Brite one of Dallas' largest publicly-held companies -- the combined revenues last year would have placed it in the Top 100, according to figures recently published in The Dallas Morning News. InterVoice-Brite will have a workforce of approximately 1,400, and the merger is expected to have minimal effect on employees. The combined company will maintain Brite's offices in Orlando, Wichita, Kan. and Manchester, England. InterVoice-Brite's headquarters and associated corporate functions will be in Dallas. "The impact of this merger on the Metroplex will be substantial in terms of growth and new revenues," said Daniel D. Hammond, chairman and CEO of InterVoice-Brite. "Both companies are already regarded as leaders in the call automation industry, and the InterVoice-Brite combination substantially strengthens that position." Brite Voice Systems, Inc. (NASDAQ:BVSI), is a world leader in providing enhanced telecommunications systems and interactive information systems. Brite's products include prepaid, messaging, voice mail, voice activated dialing, enhanced calling cards, as well as interactive information and IVR-CTI applications. The company also provides managed service capabilities for these products. Brite is certified ISO 9001/TickIT, a globally accepted quality management recognition. Brite's certification includes the design, development, manufacture, installation and support of computer-based voice and multimedia systems. The certification also includes the company's associated managed services, information services and training services. InterVoice, Inc. (NASDAQ: INTV) is a leading supplier of enhanced network-based services for telecommunications service providers, call automation solutions for call centers, and the world's largest supplier of interactive voice response systems. With over 12,000 systems shipped to 52 countries, InterVoice's solutions are used to increase revenues, decrease costs, and deliver exceptional customer service. InterVoice, an ISO 9001 certified company, is headquartered in Dallas, Texas, USA and has representative offices in the Americas, Europe, and Asia-Pacific. Company information is available on the World Wide Web at http://www.intervoice.com. -more- 2 This press release and public oral statements by InterVoice and Brite representatives may contain forward-looking information that is subject to certain risks and uncertainties that could cause actual results to vary from those projected. Statements that are not historical facts, including statements about confidence in strategies, plans and expectations about new and existing products and their market acceptance, expectations about future revenues and earnings, industry growth and demand, and returns on investments in products and markets are forward-looking statements that involve risks and uncertainties that could materially impact the companies and the merged company results from operations. For a discussion of the risks and uncertainties that could materially impact the companies and their results from operations, please see InterVoice's and Brite's Forms 1O-K and Forms 1O-Q, and other filings, filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----