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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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TELESCIENCES, INC.
(Name of Subject Company)
EDB 4TEL ACQUISITION CORP.
a wholly-owned subsidiary of
EDB BUSINESS PARTNER ASA
(Bidders)
COMMON STOCK, PAR VALUE $0.04 PER SHARE
(Title of Class of Securities)
87951X202
(CUSIP Number)
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EIVIND KINCK
c/o EDB BUSINESS PARTNER ASA
Ruselokkveien 6.
N-0251 Olso
(Postal Address:
POSTBOKS 6798
ST. OLAVS PLASS
N-0130 OSLO, NORWAY)
Telephone: (011) 47 22 94 40 34
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of bidder)
Copy to:
JOEL D. MAYERSOHN, ESQ.
MATTHEW W. MILLER, ESQ.
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 EAST LAS OLAS BOULEVARD
SUITE 1900
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE: (954) 763-1200
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on October 25, 1999 (the "Statement") relating to the
offer by EDB 4tel Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly-owned subsidiary of EDB Business Partner ASA, a Norwegian limited company
("Parent"), to purchase all of the outstanding shares of common stock, par value
$.04 per share (the "Shares"), of Telesciences, Inc., a Delaware corporation
(the "Company"), at $8.79 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 October 25, 1999 (the "Offer to Purchase") and a related Letter
of Transmittal. Unless otherwise indicated the capitalized terms used herein
shall have the meaning specified in the Statement, including the Offer to
Purchase filed as Exhibit A-1 thereto.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of the
following exhibit:
(a)(9) Letter to Stockholders, dated October 25, 1999.
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Signature. After due inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Date: October 25, 1999 EDB 4tel Acquisition Corp.
By: /s/ Asbjorn Eide
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Name: Asbjorn Eide
Title: President
EDB Business Partner ASA
By: /s/ Eivind Kinck
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Name: Eivind Kinck
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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(a)(9) Letter to Stockholders, dated October 25, 1999
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Exhibit (a)(9)
EDB 4TEL ACQUISITION CORP.
c/o EDB Business Partner ASA
Ruselokkveien 6.
N-0251 Olso
(Postal Address:
Postboks 6798
St. Olavs Plass
N-0130 Oslo, Norway)
October 25, 1999
Dear Stockholder:
In connection with the Offer to Purchase for cash all of the
outstanding shares of Common Stock of Telesciences, Inc. (the "Company") at
$8.79 net per share by EDB 4tel Acquisition Corp., a wholly-owned subsidiary of
EDB Business Partner ASA, please be advised that reference on page 2 of the
Offer to Purchase and on page 2 of the Letter of Transmittal with respect to the
Company's stock split, effective October 15, 1999, should be a one-for-four
reverse stock split, rather than a four-for-one stock split as indicated.
Accordingly, all share numbers should reflect a one-for-four reverse stock
split.
EDB 4TEL ACQUISITION CORP.
