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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Brite Voice Systems, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
1104011105
(CUSIP Number)
DANIEL D. HAMMOND
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTERVOICE, INC.
INTERVOICE ACQUISITION SUBSIDIARY III, INC.
17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(972) 454-8000
COPY TO:
SAM P. BURFORD, JR.
THOMPSON & KNIGHT, P.C.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1354
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1999
(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 Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 disclosure
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).
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CUSIP NO. 1104011105
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(1) Name of Reporting Persons.................................INTERVOICE, INC.
I.R.S. Identification Nos. of the above persons (entities only).75-1927578
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) None (See Item 3)
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(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
INTERVOICE, INC. IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE
OF TEXAS.
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Number of (7) Sole Voting Power 0
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power 3,090,541*
Owned by ------------------------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------------------------
Person With: (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,541
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11) 25.18%
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(14) Type of Reporting Person (See Instructions) CO
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* On April 27, 1999, Brite Voice Systems, Inc., a Kansas corporation (the
"Company"), InterVoice, Inc., a Texas corporation ("Parent") and InterVoice
Acquisition Subsidiary III, Inc., a Nevada corporation (the "Purchaser"),
entered into an Acquisition Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the Merger Agreement, on May 3, 1999, the Purchaser
made an offer to purchase (the "Offer"),subject to certain terms and conditions
described therein, 9,158,155 shares (the "Shares") of the Company's outstanding
common stock, no par value per share (the "Common Stock"). The Merger Agreement
further provides, among other things, that as soon as practical after the
purchase of the Shares pursuant to the Offer and the satisfaction of other
conditions set forth in the Merger Agreement, in accordance with the Kansas
General Corporation Code and the Nevada General Corporation Law, Purchaser will
be merged with and into the Company (the "Merger"), with the Company as the
surviving corporation of the Merger.
As a condition and inducement to enter into the Merger Agreement, on April 27,
1999, Parent, the Purchaser, Stanley G. Brannan, Sue Brannan, Alan C. Maltz
(individually and as custodian for his minor daughters), Scott A. Maltz, Glenn
A. Etherington, Leon A. Ferber, Ray S. Naeini, Donald R. Walsh and John F.
Kelsey, III (the "Major Stockholders") who have aggregate voting power and
dispositive power with respect to approximately 25% of the Common Stock, entered
into a Stockholders' Agreement. The Stockholders' Agreement provides, subject
to certain conditions, that the Major Stockholders agree to (i) tender their
respective Shares in the Offer and that they will not withdraw any Shares so
tendered, and (ii) grant to Parent an irrevocable proxy to vote their Shares, or
grant a consent or approval in respect of such Shares, in connection with any
meeting of the stockholders of the Company (A) in favor of the Merger and (B)
against any action or agreement that would impede, interfere with or prevent the
Merger, as more fully described in the Stockholders' Agreement. The Major
Stockholders represent that they collectively own 3,090,541 shares of Common
Stock (the "MS Shares").
Parent and the Purchaser each expressly declares that the filing of this
statement on Schedule 13D shall not be construed as an admission that either
Parent or the Purchaser is the beneficial owner of any of the MS Shares covered
by this statement.
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CUSIP NO. 1104011105
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(15) Name of Reporting Persons .... INTERVOICE ACQUISITION SUBSIDIARY III, INC.
I.R.S. Identification Nos. of the above persons
(entities only) ............................................ 75-2816154
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(16) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
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(17) SEC Use Only
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(18) Source of Funds (See Instructions) None (See Item 3)
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(19) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(20) Citizenship or Place of Organization
INTERVOICE ACQUISITION SUBSIDIARY III, INC. IS A CORPORATION ORGANIZED
UNDER THE LAWS OF THE STATE OF NEVADA.
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Number of (21) Sole Voting Power 0
Shares ------------------------------------------------------------
Beneficially (22) Shared Voting Power 3,090,541*
Owned by ------------------------------------------------------------
Each (23) Sole Dispositive Power 0
Reporting ------------------------------------------------------------
Person With: (24) Shared Dispositive Power 0
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(25) Aggregate Amount Beneficially Owned by Each Reporting Person 3,090,541
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(26) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(27) Percent of Class Represented by Amount in Row (11) 25.18%
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(28) Type of Reporting Person (See Instructions) CO
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* (See previous footnote)
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CUSIP NO. 1104011105
Statement on Schedule 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Common Stock. The
address of the Issuer's principal executive offices is 250 International
Parkway, Suite 300, Heathrow, Florida 32746.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser and Parent.
The information set forth in the "INTRODUCTION" and Section 9 "-Certain
Information Concerning Parent and the Purchaser" of the Offer to Purchase dated
May 3, 1999, as amended (the "Offer to Purchase") is incorporated herein by
reference. The name, business address, present principal occupation or
employment, the material occupations, positions, offices or employments for the
past five years and citizenship of each director and executive officer of Parent
and the Purchaser and the name, principal business and address of any
corporation or other organization in which such occupations, positions, offices
and employments are or were carried on are set forth in Schedule I of the Offer
to Purchase and incorporated herein by reference.
(e)-(f) During the last five years neither Parent or the Purchaser nor, to
the best knowledge of Parent and the Purchaser, any of the persons listed in
Schedule I of the Offer to Purchases have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Parent and the Purchaser did not pay any consideration to the Major
Stockholders in connection with the execution and delivery of the Stockholders'
Agreement (as defined above) pursuant to which the Major Stockholders (as
defined above) appointed Parent as their true and lawful attorney and granted
Parent an irrevocable proxy to vote all MS Shares (as defined above) in favor of
the Merger and against any action or agreement that would impede, interfere with
or prevent the Merger, as described more fully in the Stockholders' Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(g) The information set forth in the "INTRODUCTION", Section 11
"-Background of the Offer; Purpose of the Offer and the Merger; The Merger
Agreement and Certain Other Agreements" and Section 12 "-Plans for the Company;
Other Matters" of the Offer to Purchase is incorporated herein by reference.
(h)-(j) The information set forth in Section 7 "-Effect of the Offer on
the Market for the Shares; Stock Listing; Exchange Act Registration; Margin
Regulations" of the Offer to Purchase is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Parent and the Purchaser may be construed as being the beneficial
owners of 3,090,541 shares of Common Stock. Such MS Shares constitute 25.18% of
the outstanding shares of Common Stock. Parent and the Purchaser expressly
disclaim beneficial ownership of the MS Shares. To our knowledge, David W.
Brandenberg, a member of the Board of Directors of Parent, is the beneficial
owner of 100,000 shares of Common Stock. Parent and the Purchaser expressly
disclaim beneficial ownership of these 100,000 shares of Common Stock.
(b) Parent shares the power to vote or direct the vote of 3,090,541 shares
of Common Stock as result of the grant to Parent of an irrevocable proxy by the
Major Stockholders pursuant to the Stockholders' Agreement. As a party to the
Stockholders' Agreement, the Purchaser may be deemed to share the power to vote
or direct the vote of the 3,090,541 shares of Common Stock. To our knowledge,
David W. Brandenberg has the sole power to vote or direct the vote of 100,000
shares of common stock.
(c) Except as described in the Merger Agreement and the Stockholders
Agreement, none.
(d) None.
(e) Not Applicable.
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CUSIP NO. 1104011105
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
The information set forth in the "INTRODUCTION", Section 10 "-Source and
Amount of Funds", Section 11"-Background of the Offer; Purpose of the Offer and
the Merger; The Merger Agreement and Certain Other Agreements", "Section
12-Plans for the Company; Other Matters" and Section 16 "-Fees and Expenses" of
the Offer to Purchase is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) None.
(2) (a) The Offer to Purchase, dated May 3, 1999, a copy of which
is filed as Exhibit (a)(1) to the Schedule 14D-1 filed by
Parent and the Purchaser and incorporated herein by reference.
(b) Supplemental Letter dated May 10, 1999, a copy of which is
filed as Exhibit (a)(11) to the Schedule 14D-1 (Amendment No.
2) filed by Parent and the Purchaser and incorporated herein
by reference.
(c) Supplemental Letter dated May 17, 1999, a copy of which is
filed as Exhibit (a)(12) to the Schedule 14D-1 (Amendment No.
3) filed by Parent and the Purchaser and incorporated herein
by reference.
(d) Acquisition Agreement and Plan of Merger, dated as of April
27, 1999, by and among Parent, the Purchaser and the Company,
a copy of which is filed as Exhibit (c)(1) to the Schedule
14D-1 filed by Parent and the Purchaser and incorporated
herein by reference.
(3) Stockholders' Agreement, dated as of April 27, 1999, by and among
Parent, the Purchaser and certain stockholders of the Company named
therein, a copy of which is filed as Exhibit (c)(2) to the Schedule
14D-1 filed by Parent and the Purchaser and incorporated herein by
reference.
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CUSIP NO. 1104011105
SIGNATURES
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.
Date: May 17, 1999 INTERVOICE, INC.
By: /S/ ROB-ROY J. GRAHAM
-------------------------------
Name: Rob-Roy J. Graham
Title: Chief Financial Officer
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CUSIP NO. 1104011105
SIGNATURES
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.
May 17, 1999 INTERVOICE ACQUISITION SUBSIDIARY III, INC.
By: /S/ ROB-ROY J. GRAHAM
--------------------------------------------
Name: Rob-Roy J. Graham
Title: President and Chief Financial Officer
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