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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1 (AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
TIE/COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
TIE ACQUISITION CO.
PAUL H. PFLEGER
(BIDDERS)
COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
87246 42 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
PAUL H. PFLEGER
1201 THIRD AVENUE, SUITE 5400
SEATTLE, WASHINGTON 98101
(206) 622-9900
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
WITH A COPY TO:
BRUCE W. MOORHEAD, JR., ESQ.
SMITH, GAMBRELL & RUSSELL
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3592
(404) 815-3500
CALCULATION OF FILING FEE
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Transaction valuation: $34,239,506* Amount of filing fee: $6,848
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* For purposes of calculating filing fee only. This amount assumes the
purchase of 3,981,338 shares of Common Stock of TIE/communications, Inc. at
$8.60 in cash per share. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50 of one percent of the value of the shares to be
purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $6,848
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Form or Registration No.: Schedule 14D-1
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Filing Party: TIE Acquisition Co. and Paul H. Pfleger
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Date Filed: September 12, 1995
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed September 12, 1995 (the "Statement") relating to the offer
by TIE Acquisition Co., a Delaware corporation (the "Purchaser"), to purchase
shares of common stock, par value $.10 per share (the "Shares" or the "Common
Stock"), of TIE/communications, Inc., a Delaware corporation (the "Company"), at
a price of $8.60 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
September 12, 1995 (the "Offer to Purchase") as supplemented by the Supplement
dated October 11, 1995 and in the related Letter of Transmittal (which together
with the Offer to Purchase constitutes the "Offer").
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is amended by adding the following
exhibits:
(a)(10) Supplement dated October 11, 1995 to Offer to Purchase
(a)(11) Press Release issued by Purchaser on October 11, 1995
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SIGNATURES
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.
TIE Acquisition Co.
/s/ Charles B. McNamee
October 11, 1995 By: _________________________________
Charles B. McNamee, President
/s/ Paul H. Pfleger
October 11, 1995 ______________________________________
Paul H. Pfleger, Individually
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SUPPLEMENT DATED OCTOBER 11, 1995
TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
TIE/COMMUNICATIONS, INC.
AT
$8.60 NET PER SHARE
BY
TIE ACQUISITION CO.
+-----------------------------------------------------------------------------+
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., |
| NEW YORK CITY TIME, ON TUESDAY, OCTOBER 17, 1995, |
| UNLESS THE OFFER IS EXTENDED. |
+-----------------------------------------------------------------------------+
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
OF COMMON STOCK OF TIE/COMMUNICATIONS, INC. (THE "COMPANY"), PAR VALUE $.10
PER SHARE (THE "SHARES"), THAT REPRESENTS AT LEAST 75% OF ALL OUTSTANDING
SHARES ON THE DATE OF PURCHASE, AND (II) THE PURCHASER HAVING OBTAINED
SUFFICIENT FINANCING TO ENABLE IT TO CONSUMMATE THE OFFER AND THE PROPOSED
MERGER. SEE THE INTRODUCTION AND SECTIONS 1 AND 15.
EXCEPT AS AMENDED BY THIS SUPPLEMENT, THE TERMS OF THE OFFER TO PURCHASE
REMAIN UNCHANGED.
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QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER
TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY
MAY BE DIRECTED TO THE INFORMATION AGENT OR TO THE DEALER MANAGER AT THEIR
RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THE
OFFER TO PURCHASE.
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To the Holders of Common Stock of
TIE/communications, Inc.
The following information amends and supplements the Offer to Purchase dated
September 12, 1995 (the "Offer to Purchase") of TIE Acquisition Co., a
Delaware corporation (the "Purchaser"), pursuant to which Purchaser offered to
purchase all outstanding shares of common stock, par value $.10 per share (the
"Shares"), of TIE/communications, Inc., a Delaware corporation (the "Company")
at $8.60 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in this Supplement, the Offer to Purchase and the
related Letter of Transmittal (which together constitute the "Offer").
This Supplement is intended to extend the expiration date of the Offer to
5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, OCTOBER 17, 1995, unless otherwise
extended. All references to "October 10, 1995" in the Offer to Purchase and
the Letter of Transmittal are hereby changed to "October 17, 1995."
TIE Acquisition Co.
October 11, 1995
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TENDER OFFER FOR COMMON STOCK OF
TIE/COMMUNICATIONS, INC. EXTENDED THROUGH OCTOBER 17, 1995
Seattle, Washington, October 11, 1995. TIE Acquisition Co., today
announced that it had extended its tender offer for any and all shares of
TIE/communications, Inc. (AMEX:TIE) which had been scheduled to expire at
midnight on October 10, 1995, to 5:00 p.m. EST on Tuesday, October 17, 1995.
Other terms of the tender offer, which was for $8.60 per share in cash net to
each holder of Common Stock, remain unchanged. As of 5:00 p.m. EST on October
10, 1995, a total of 3,704,078 shares of Common Stock of TIE/communications,
Inc. had been tendered and not withdrawn.
