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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VTX Electronics Corp.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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---------------------------------------------
(CUSIP Number)
Edward Goodstein
TW Cable, L.L.C.
81 Executive Boulevard
Farmingdale, New York 11735
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 14, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. Page of Pages
- ---------------------- ----------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TW Cable, L.L.C. - 11-3355710
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
0
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,950,000
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,300,000 shares of Common Stock assuming conversion of all shares of
convertible Preferred Stock and Warrants beneficially owned by TW Cable, L.L.C.
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.61%, assuming conversion of all shares of Preferred Stock and exercise
of all Warrants beneficially owned by TW Cable, L.L.C.
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Common Stock") of VTX Electronics Corp., a Delaware corporation (the
"Company"), having a principal executive office located at 61 Executive Drive,
Farmingdale, New York 11735. This statement also relates to the Cumulative
Convertible Preferred Stock, par value $.01 (the "Convertible Preferred Stock")
and Stock Subscription Warrants (the "Warrants"), which are convertible or
exercisable by their terms into shares of the Common Stock.
Item 2. Identity and Background
This Statement is filed on behalf of TW Cable, L.L.C., a New York limited
liability company (the "Purchaser") having a principal executive office at 81
Executive Drive, Farmingdale, New York 11735. The principal business of the
Purchaser is the distribution of wire and cable throughout the United States.
The name and business address of the sole member ("Controlling Person") of
the Purchaser is as follows:
Edward Goodstein
Member
TW Cable, L.L.C.
81 Executive Drive
Farmingdale, New York 11735
During the last five years, neither the Purchaser nor the Controlling
Person has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
On January 10, 1997, Purchaser entered into the Securities Purchase
Agreement, by and among the Purchaser and the Owners of Preferred Stock and
Subordinated Debentures, a copy of which is attached hereto as Exhibit 1 (the
"Purchase Agreement"), pursuant to which Purchaser agreed to purchase, subject
to the prior tender for sale, at least 90% of the 12,375 shares of the Company's
issued and outstanding Convertible Preferred Stock and at least 90% of Secured
Subordinated Debentures (the "Subordinated Debentures") issued by the Company
having a face value of $2,615,000, together with Warrants to purchase 70,350,000
shares of Common Stock, for a total purchase price of $1,100,000.
The funding of the purchase price was provided by TW Communication Corp.
("TW ComCorp"), an affiliate under common control with the Purchaser.
Convertible Preferred Stock
The Convertible Preferred Stock is convertible into 4,950,000 shares of
Common Stock at a conversion rate equal to the stated value of the Convertible
Preferred Stock, $100 per share, divided by the conversion price of $.25 per
common share, or 400 common shares for each share of Convertible Preferred Stock
that is converted. Pursuant to the Certificate of Designation, Preferences and
Rights with respect to the Convertible Preferred Stock each share of Convertible
Preferred Stock entitles the holder thereof to cast 1,500 votes on all matters
subject to a vote of the common stockholders of the Company other than with
respect to the election of directors. The holders of the Convertible Preferred
Stock, voting as a class, are entitled to elect seventy-five percent of the
members of the Board of Directors.
3
Warrants
The Warrants to be purchased by the Purchaser pursuant to the Purchase
Agreement are exercisable into an aggregate 70,350,000 shares of Common Stock at
an exercise price of $.125 per share as follows: Warrants issued on November 30,
1995 ("November 1995 Warrants") exercisable into 19,800,000 shares of Common
Stock, of which warrants to purchase 4,950,000 shares of Common Stock are
currently exercisable through December 1, 2000 and warrants to purchase
14,850,000 shares of Common Stock become exercisable from April 1, 1999 through
March 31, 2009 and Warrants issued on March 21, 1996 and June 19, 1996 to
purchase 24,750,000 and 25,800,000 shares of Common Stock, respectively are
exercisable from April 1, 1999 through March 31, 2009.
Item 4. Purpose of Transaction
The Purchaser entered into the Purchase Agreement for the purpose of
acquiring control of the Company.
On January 10, 1997, Purchaser agreed to purchase, pursuant to the Purchase
Agreement, the outstanding Convertible Preferred Stock and up to $2,615,000 face
amount of Subordinated Debentures, together with Warrants to purchase 70,350,000
shares of Common Stock of the Company, for a total purchase price of $1,100,000,
subject to the prior tender of not less than 90% of the Convertible Preferred
Stock and at least $2,353,000 face amount of the Subordinated Debentures on or
before February 14, 1997.
On January 10, 1997, the Board of Directors of the Company caused it and
its wholly-owned subsidiary, Vertex Technologies, Inc. ("Vertex") to file
bankruptcy petitions under Chapter 11 of the United States Bankruptcy Code (In
Re VTX Electronics Corp., 897-80918 (Bankr., E.D.N.Y., 1997) (DTE-478); In Re
Vertex Technologies, Inc., 897-80917 (Bankr., E.D.N.Y., 1997) (DTE-478).
On February 14, 1997, Purchaser was notified that the Purchase Agreement
had been executed by all of the holders of the Convertible Preferred Stock, the
Subordinated Debentures and Warrants thereby satisfying a material condition to
the conclusion of the transactions contemplated by the Purchase Agreement. The
closing of the transactions contemplated by the Purchase Agreement will occur,
subject to the approval of the U.S. Bankruptcy Court, on or before May 31, 1997.
On December 30, 1996, in anticipation of entering into the Purchase
Agreement, the Board of Directors of VTX, except for Albert Roth ("Roth"),
Chairman of the Board and Chief Executive Officer of VTX, resigned. On January
10, 1997, upon execution of the Purchase Agreement by Purchaser, Roth appointed
Edward Goodstein and Carl Palazzolo, a Vice President of TW ComCorp, as
directors of the Company and Vertex.
In addition to the Purchase Price, after the Plan of Reorganization is
approved by the United States Bankruptcy Court, Purchaser will cause the
redemption or will purchase most, if not all, of the $400,000 face amount of the
Subordinated Debentures then outstanding or reduce the amount of such
Subordinated Debentures in payment for certain assets of the Company.
Additionally, upon the emergence of the Company from bankruptcy, Purchaser will
cause the Debentureholders to own in the aggregate such number of shares of
Common Stock as shall equal to 10% of the Common Stock owned by Purchasers, but
in no event more than 5% of the total amount of shares of Common Stock
outstanding at that time.
The Purchaser anticipates that it will submit a Plan of Reorganization to
the Bankruptcy Court which will provide, inter alia, that the Purchaser will
purchase all of the assets of Vertex's distribution business, including certain
inventory, furniture and fixtures and intangible assets including contracts and
customer lists.
Item 5. Interest in Securities of the Issuer
(a) After receipt of approval from the Bankruptcy Court and the
consummation of the transactions contemplated by the Purchase Agreement,
Purchaser will beneficially own 75,300,000 shares of the Company's Common Stock,
of which 4,950,000 shares are issuable upon conversion of the Convertible
Preferred Stock and 70,350,000 shares are issuable upon exercise of the
Warrants. This represents 85.61% of the Company's outstanding shares of Common
Stock giving effect to such transactions.
(b) As of February 14, 1997, upon all the holders of the Convertible
Preferred Stock and the Subordinated Debentures executing the Purchase
Agreement, Purchaser received full power to vote, or direct the vote of the
4,950,000 shares of Convertible Preferred Stock beneficially owned by Purchaser.
4
(c) During the past 60 days, Purchaser has entered into the transaction to
purchase all of the Convertible Preferred Stock and the Subordinated Debentures
and the Warrants of the Company which are convertible or exercisable by their
terms into 75,300,000 shares of Common Stock of the Company.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from, the sale of the
above-mentioned securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as described elsewhere in this Statement and as set forth in the
Purchase Agreement, to the best knowledge of the Reporting Persons, there exists
no contract, arrangement, understanding or relationship (legal or otherwise)
among the persons named in Item 2 and between such persons and any other person
with respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finders fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
5
<PAGE>
SIGNATURE
After reasonable 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: June __, 1997
TW CABLE, L.L.C.
By:/s/ Edward Goodstein
---------------------------------
Edward Goodstein, Member
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