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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) October 18,1995
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TIE/COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7960 06-0872068
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
500 W. 110th Street, Overland Park, Kansas 66210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 344-0400
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
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On October 18, 1995, TIE/communications, Inc. ("TIE") was informed
that TIE Acquisition Co., a Delaware corporation ("Acquisition"), acquired
3,749,587 shares of common stock, $.10 par value per share, of TIE (the "Common
Stock") pursuant to Acquisition's Offer to Purchase, dated September 12, 1995,
as supplemented by that Supplement to Offer to Purchase, dated October 11, 1995
(the "Tender Offer") to all shareholders of TIE. Paul H. Pfleger, a United
States citizen ("Mr. Pfleger") is the sole shareholder of Acquisition.
Acquisition purchased all shares of Common Stock at a price of $8.60 per share,
for a total aggregate consideration of $32,246,448.20. Acquisition initiated the
Tender Offer pursuant to that certain Agreement and Plan of Merger, dated as of
September 5, 1995, by and among Acquisition, TIE Merger Co. ("Merger Co.") and
TIE (the "Merger Agreement"). As a result of the Tender Offer, Acquisition
currently owns approximately 94.2% of the issued and outstanding shares of
Common Stock, and, as more fully described below, nominees of Acquisition hold
five of eight seats on TIE's Board of Directors.
Acquisition has informed TIE that $20,000,000 of the consideration
used to purchase all shares of Common Stock validly tendered and not withdrawn
in the Tender Offer was borrowed from NationsBank of Georgia,
N.A.("NationsBank"), pursuant to that certain Loan Agreement, dated as of
October 18, 1995 between Acquisition and NationsBank (the "NationsBank
Agreement"). Funds borrowed pursuant to the NationsBank Agreement are payable
in full upon the earlier to occur of (i) consummation of the purchase of one
hundred percent of the issued and outstanding shares of Common Stock, (ii) the
consummation of the merger of Merger Co., with and into TIE pursuant to the
Merger Agreement, and (iii) January 16, 1996. The loans pursuant to the
NationsBank agreement are secured by a first priority security interest in (i)
certain shares of capital stock of MIDCOM Communications, Inc. ("MIDCOM") owned
by Mr. Pfleger, and (ii) all shares of Common Stock purchased by Acquisition in
the Tender Offer. In lieu of such collateral, NationsBank will accept a letter
of credit from an issuing bank acceptable to NationsBank in the face amount of
all obligations outstanding under the NationsBank Agreement. The amounts
outstanding under the NationsBank Agreement will bear interest at the rate equal
to the NationsBank prime rate plus 2.50%.
In addition to the loans pursuant to the NationsBank Agreement,
Acquisition borrowed $10 million from TIE Investment Inc., a Washington
corporation and affiliate of Acquisition. TIE Investment Inc. borrowed such sums
pursuant to that certain Term Loan Agreement, dated as of October 18, 1995, by
and among TIE Investment Inc., Acquisition and Kellett Investment Corporation,
as co-lender, and Creditanstalt Corporate Finance, Inc., as co-lender and
collateral agent (the "Kellett/Creditanstalt Agreement"). The loans under the
Kellett/Creditanstalt Agreement are payable not later than October 18, 1996 and
bear interest at the rate of 10% per annum. The loans pursuant to the
Kellett/Creditanstalt Agreement are secured by a pledge of certain stock of
MIDCOM owned by Mr. Pfleger.
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Upon consummation of the Tender Offer, Messrs. George N. Benjamin,
III, Eric. V. Carter, Robert C. Gluth, Robert A. Pritzker and Robert W. Webb,
each directors of TIE, submitted their respective resignations from the boards
of directors of TIE and each subsidiary of TIE. In accordance with the Merger
Agreement, on October 23, 1995 the remaining members of TIE's board of directors
accepted such resignations and filled the vacancies created thereby on TIE's
board of directors by electing Ms. Dorothy M. Denton and Messrs. Wilfrid S.
Bastine, Charles B. McNamee, John M. Orehek and Paul H. Pfleger, nominees of
Acquisition. In addition, the board of directors of TIE named Charles B.
McNamee to the position of Chief Executive Officer and President replacing
George N. Benjamin, III.
TIE knows of no information required to be disclosed pursuant to Item
403(c) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIE/communications, Inc.
By: /s/ Charles B. McNamee
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Charles B. McNamee
President and CEO
Dated: October 30, 1995
