-----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, K4um/n5U6vtBEx7lFGyUr8uwy9n3X04xrK7J2WOwk1Xe/+Ofe70LslP/uqQUa3KM HAesa+8IRa6MBCDQMHQ8gw== 0000950157-99-000645.txt : 19991202 0000950157-99-000645.hdr.sgml : 19991202 ACCESSION NUMBER: 0000950157-99-000645 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991201 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: 99767252 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: 99767253 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. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and AMENDMENT NO. 2 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 December 1, 1999 (Date of Event Which Requires Filing Statement on Schedule 13D) This statement amends and supplements the combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D, as amended by Amendment No. 1 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 December 1, 1999, Parent and the Company issued a press release, a copy of which is attached hereto as Exhibit (a)(9) 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)(9) Text of Press Release dated December 1, 1999, issued by Parent and the Company. 2 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: December 1, 1999 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 3 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. *(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. 4 EXHIBIT (a)(9) FOR IMMEDIATE RELEASE TriPoint Global Communications Inc. Receives Request for Additional Information from U.S. Department of Justice in Connection with Proposed Acquisition of Vertex Communications Corporation Gastonia, NC, and Kilgore, TX (December 1, 1999)--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 intend to cooperate 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 will not expire prior to December 16, 1999, the scheduled expiration date of the offer, TriPoint currently expects that it will extend the offer. If TriPoint does extend the offer, Rule 14e-1(d) under the Securities Exchange Act requires that a public announcement be issued no later than 9:00 a.m. New York City time on the next business day after the previously scheduled expiration date. 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 Vertex Communications Corporation 2600 N. Longview Street Kilgore, Texas 75662-6842 903/984-0555 5 -----END PRIVACY-ENHANCED MESSAGE-----