SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                AMENDMENT NO. 4

                                      to

                                SCHEDULE 14D-1

                            Tender Offer Statement

      Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934

                                      and

                                AMENDMENT NO. 5

                                      to

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934

                       VERTEX COMMUNICATIONS CORPORATION

                           (Name of Subject Company)

                        SIGNAL ACQUISITION CORPORATION

                      TRIPOINT GLOBAL COMMUNICATIONS INC.

                                TBG HOLDINGS NV

                                   (Bidders)

                    COMMON STOCK, PAR VALUE $.10 PER SHARE

                        (Title of Class of Securities)

                                  925320-10-3

                     (CUSIP Number of Class of Securities)

                              STEPHEN GREEN, ESQ.

                      TRIPOINT GLOBAL COMMUNICATIONS INC.

                         565 FIFTH AVENUE, 17TH FLOOR

                              NEW YORK, NY 10017
                                (212) 850-8500

           (Name, Address and Telephone Number of Person Authorized
        to Receive Notices and Communications on Behalf of the Bidders)

                                  Copies to:

                              FAIZA J. SAEED, ESQ

                            CRAVATH, SWAINE & MOORE

                                WORLDWIDE PLAZA

                               825 EIGHTH AVENUE

                              NEW YORK, NY 10019

                           TELEPHONE: (212) 474-1454

                               January 28, 2000

        (Date of Event Which Requires Filing Statement on Schedule 13D)



          This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1, as amended by Amendments No. 1, 2 and 3 thereto,
and Statement on Schedule 13D, as amended by Amendments No. 1, 2, 3 and 4
thereto, originally filed with the Securities and Exchange Commission on
November 18, 1999 (collectively and as amended, the "Schedule 14D-1 & Schedule
13D"), filed by Signal Acquisition Corporation, a Texas corporation (the
"Purchaser") and a wholly owned subsidiary of TriPoint Global Communications
Inc., a Delaware corporation ("Parent"), which is an 80% indirect subsidiary
of TBG Holdings NV, a Netherlands Antilles corporation ("TBG Holdings"), in
connection with the offer to purchase all the outstanding shares of Common
Stock, par value $.10 per share (the "Shares"), of Vertex Communications
Corporation, a Texas corporation (the "Company"), at $22 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 18, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase and the Schedule 14D-1 & Schedule 13D.

Item 10.  Additional Information.

          Items 10(b) and 10(c) of the Schedule 14D-1 & Schedule 13D are
hereby amended and supplemented by adding the following language thereto:

          On January 28, 2000, Parent and the Company issued a press release,
     a copy of which is attached hereto as Exhibit (a)(12) and is incorporated
     herein by reference.

Item 11.  Material to be Filed as Exhibits.

          Item 11 is hereby amended and supplemented by adding the following:

     (a)(12)      Text of Press Release dated January 28, 2000, issued by Parent
                  and the Company.


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                                   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.

Dated: January 28, 2000

                                   SIGNAL ACQUISITION CORPORATION,

                                   By:      /s/ Jack Haegele
                                            Name:  Jack Haegele
                                            Title: Chief Executive Officer

                                   TRIPOINT GLOBAL COMMUNICATIONS INC.,

                                   By:      /s/ Jack Haegele
                                            Name:  Jack Haegele
                                            Title: Chief Executive Officer

                                   TBG HOLDINGS NV,

                                   By:      /s/ Peter H. Frank
                                            Name:  Peter H. Frank
                                            Title: Senior Vice President
                                                      and Corporate Secretary

                                   By:      /s/ Michael von Staudt
                                            Name:  Michael von Staudt
                                            Title: Executive Vice President


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                                 EXHIBIT INDEX

Exhibit                                                             Page No.
Number                             Exhibit Name

*(a)(1)     Offer to Purchase.
*(a)(2)     Letter of Transmittal.
*(a)(3)     Notice Of Guaranteed Delivery.

*(a)(4)     Letter to Brokers, Dealers, Commercial Banks, Trust
            Companies and Other Nominees.

*(a)(5)     Letter to Clients for use by Brokers, Dealers,
            Commercial Banks, Trust Companies and Other Nominees.

*(a)(6)     Guidelines for Certification of Taxpayer Identification
            Number on Substitute Form W-9.

*(a)(7)     Text of Press Release dated November 12, 1999, issued
            by Parent and the Company.

*(a)(8)     Summary Advertisement.

*(a)(9)     Text of Press Release dated December 1, 1999, issued by
            Parent and the Company.

*(a)(10)    Text of Press Release dated December 16, 1999, issued by Parent
            and the Company.

*(a)(11)    Text of Press Release dated January 14, 2000, issued by Parent and
            the Company.

 (a)(12)    Text of Press Release dated January 28, 2000, issued by Parent and
            the Company.

*(b)        Credit Facility dated June 25, 1998, among Parent (under its
            former name, Prodelin Holding Corporation), certain of its
            subsidiaries, First Union National Bank and certain other
            financial institutions.

*(c)(1)     Agreement and Plan of Merger dated as of November 11,
            1999, among the Purchaser, Parent and the Company.

*(c)(2)     Company Shareholder Agreement dated as of November 11, 1999, among
            the Purchaser, Parent and certain shareholders of the Company.

*(c)(3)     Confidentiality Agreement dated September 28, 1999,
            between Parent and the Company.

(d)         None.
(e)         Not applicable.
(f)         None.

- -------------------
*Previously filed.


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                                                               Exhibit (a)(12)
                                                              January 28, 2000



                      TriPoint Global Communications Inc.

                     and Vertex Communications Corporation

                      Announce Extension of Tender Offer

                              to February 4, 2000

          Gastonia, NC, and Kilgore, TX - As previously announced, TriPoint
Global Communications Inc. has received a request for additional information
and documents from the Antitrust Division of the Department of Justice
relating to its tender offer for all outstanding shares of Vertex
Communications Corporation (NYSE-VTX) at $22 per share. In addition, Vertex
received a civil investigative demand from the Antitrust Division seeking
similar information and documents.

          TriPoint and Vertex have been cooperating fully with the Antitrust
Division in responding to these requests. The second request has the effect of
extending the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act until 10 calendar days after compliance with the request.
Because the waiting period has not expired and will not expire today, the
scheduled expiration date of the offer, TriPoint Global and Vertex have agreed
to extend the offer until 5:00 p.m., New York City time, on February 4, 2000.

          The depositary for the tender offer, First Union National Bank, has
advised TriPoint Global that 5,195,525 Vertex shares, approximately 89.7% of
the outstanding shares on a fully diluted basis, had been tendered and not
withdrawn as of the close of business on Thursday, January 27, 2000.

For more information call:
E. Scott Wood
TriPoint Global Communications Inc.
at 770/689-2059

J. Rex Vardeman, President and Chief Executive Officer or
James D. Carter, Chief Financial Officer
Vertex Communications Corporation
at 903/984-0555

TriPoint Global Communications
609 South New Hope Road
Suite 200
Gastonia, NC 28054
704-854-8368, Fax 704-866-4731
www.tripointglobal.com

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