-----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, Cg5//H1Q1boqEetJOLW+UVZYF0geGpGDIGGIRmTGoSR82y0jKXBYJn5fyiKcfSVA KmPcxWpobHQ1Lk76wY/R/Q== 0000950157-00-000069.txt : 20000208 0000950157-00-000069.hdr.sgml : 20000208 ACCESSION NUMBER: 0000950157-00-000069 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000207 GROUP MEMBERS: SIGNAL ACQUISITION CORPORATION GROUP MEMBERS: TBG HOLDINGS NV GROUP MEMBERS: TRIPOINT GLOBAL COMMUNICATIONS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX COMMUNICATIONS CORP /TX/ CENTRAL INDEX KEY: 0000780416 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 751982974 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38309 FILM NUMBER: 524714 BUSINESS ADDRESS: STREET 1: 2600 N LONGVIEW ST STREET 2: PO BOX 1277 CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: 9039840555 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX COMMUNICATIONS CORP /TX/ CENTRAL INDEX KEY: 0000780416 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 751982974 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-38309 FILM NUMBER: 524715 BUSINESS ADDRESS: STREET 1: 2600 N LONGVIEW ST STREET 2: PO BOX 1277 CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: 9039840555 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIPOINT GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001099157 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 565 FIFTH AVENUE 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128508500 MAIL ADDRESS: STREET 1: 565 FIFTH AVENUE 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIPOINT GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001099157 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 565 FIFTH AVENUE 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128508500 MAIL ADDRESS: STREET 1: 565 FIFTH AVENUE 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 14D1/A 1 AMENDMENT NO. 5 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and AMENDMENT NO. 6 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 Final Amendment ================================================================================ This statement amends and supplements the combined Tender Offer Statement on Schedule 14D-1, as amended by Amendments No. 1, 2, 3 and 4 thereto, and Statement on Schedule 13D, as amended by Amendments No. 1, 2, 3, 4 and 5 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 February 4, 2000, Parent and the Company issued a press release, a copy of which is attached hereto as Exhibit (a)(13) 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)(13) Text of Press Release dated February 4, 2000, issued by Parent and the Company. 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: February 4, 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 EXHIBIT INDEX Exhibit Number Exhibit Name Page No. - ------- ------------ -------- *(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. (a)(13) Text of Press Release dated February 4, 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. Exhibit (a)(13) February 4, 2000 TriPoint Global Communications Inc. and Vertex Communications Corporation Announce Early Termination of Hart-Scott-Rodino Antitrust Waiting Period and Completion of Tender Offer Gastonia, NC, and Kilgore, TX--TriPoint Global Communications Inc. was granted early termination today of the waiting period under the Hart-Scott-Rodino Act relating to its tender offer for all outstanding shares of Vertex Communications Corporation (NYSE--VTX) at $22 per share. The tender offer expired today at 5:00 P.M., New York City time. TriPoint Global has accepted for payment 5,492,791 Vertex shares, representing approximately 94.8% of the outstanding Vertex shares on a fully diluted basis. TriPoint Global intends to promptly merge Signal Acquisition Corporation, a wholly owned subsidiary of TriPoint Global, with and into Vertex pursuant to the Texas short-form merger provisions. As a result of the merger, Vertex will become a direct, wholly owned subsidiary of TriPoint Global and each remaining outstanding Vertex share will be converted, subject to dissent rights, into the right to receive $22 in cash, without interest. 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 -----END PRIVACY-ENHANCED MESSAGE-----