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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
Tender Offer Statement
Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
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BRITE VOICE SYSTEMS, INC.
(Name of Subject Company)
INTERVOICE ACQUISITION SUBSIDIARY III, INC.
INTERVOICE, INC.
(Bidders)
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
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110411105
(CUSIP Number Of Class of Securities)
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DANIEL D. HAMMOND
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTERVOICE, INC.
17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(972) 454-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
SAM P. BURFORD, JR.
THOMPSON & KNIGHT, P.C.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1354
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$122,719,277 $24,543.86
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* For purposes of calculating fee only. The total transaction value is
based on 9,158,155 Shares, the number of shares for which the Offer (as
defined herein) is made, multiplied by the offer price of $13.40 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 percentum of the value of 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.
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Amount Previously Paid: $24,543.86. Filing Party: InterVoice Acquisition Subsidiary III, Inc.
InterVoice, Inc.
Form or Registration No.: Schedule 14D-1. Date Filed: May 3, 1999.
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1, dated May 3, 1999, as amended by Amendment No. 1 dated May 5,
1999 (collectively, the "Statement"), of InterVoice Acquisition Subsidiary III,
Inc., a Nevada corporation (the "Purchaser") and a wholly owned subsidiary of
InterVoice, Inc., a Texas corporation ("Parent"), filed in connection with the
Purchaser's offer to purchase 9,185,155 shares of common stock, no par value
(the "Shares" or "Common Stock"), of Brite Voice Systems, Inc., a Kansas
corporation (the "Company"), as set forth in the Statement. All capitalized
terms not defined herein have the meanings given to them in the Offer to
Purchase dated May 3, 1999 (the "Offer to Purchase") filed as Exhibit (a)(1) to
the Statement and the Supplemental Letter dated May 10, 1999 filed as Exhibit
(a)(11) to the Statement.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The response to Item 9 is hereby amended and supplemented as follows:
The information set forth in the supplemental letter to stockholders of
the Company dated May 10, 1999 (a copy of which has been filed as Exhibit
(a)(11) herein) is incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
(a)(11) Supplemental letter dated May 10, 1999.
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SIGNATURE
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.
InterVoice Acquisition Subsidiary III, Inc.
By: /s/ Rob-Roy J. Graham
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Name: Rob-Roy J. Graham
Title: President and Chief Financial Officer
Date: May 10, 1999
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SIGNATURE
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.
InterVoice, Inc.
By: /s/ Rob-Roy J. Graham
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Name: Rob-Roy J. Graham
Title: Chief Financial Officer
Date: May 10, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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(a)(11) Supplemental letter dated May 10, 1999.
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EXHIBIT 99.(a)(11)
INTERVOICE, INC.
17811 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
May 10, 1999
To Stockholders of Brite Voice Systems, Inc.:
INTERVOICE ACQUISITION SUBSIDIARY III, INC., a Nevada corporation (the
"Purchaser") and a wholly owned subsidiary of InterVoice, Inc., a Texas
corporation ("Parent"), is offering to purchase 9,158,155 shares of common
stock, no par value (the "Common Stock" or the "Shares"), of Brite Voice
Systems, Inc., a Kansas corporation (the "Company"), which represent
approximately 75% of the outstanding Shares, at a price of $13.40 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated May 3, 1999 (as herein modified) and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Capitalized terms used herein but
not defined shall have the respective meanings ascribed to them in the Offer to
Purchase.
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THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
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The purpose of this letter is to amend Section 9 of the Offer to
Purchase to correct an error that was discovered in the table captioned
"INTERVOICE, INC. SELECTED FINANCIAL INFORMATION" set forth therein. The table
in the Offer to Purchase dated May 3, 1999 previously distributed to
stockholders of the Company indicates that the amount of Parent's long-term debt
for the fiscal year ended February 28, 1999 is $5,000, which amount is
incorrect. The correct amount of Parent's long-term debt for the fiscal year
ended February 28, 1999, as derived from Parent's unaudited consolidated
financial statements for such period, is $5,000,000. The InterVoice, Inc.
Selected Financial Information table, including the introductory paragraph
thereto, is amended and restated in its entirety on ANNEX A hereto so that
stockholders of the Company may read the corrected long-term debt amount in its
proper context. The amended table also clarifies that the summary historical
financial information of Parent for the fiscal year ended February 28, 1999 set
forth in the table is derived from Parent's unaudited consolidated financial
statements for that period.
While Parent does not believe that the correction to the amount of
Parent's long-term debt is material to the decision of stockholders of the
Company to tender their shares in the Offer and receive $13.40 in cash therefor,
this change should be considered by stockholders whose shares are not accepted
for payment in the Offer and who therefore have the right to receive shares of
Parent Common Stock, together with associated preferred stock purchase rights,
as consideration in the Merger. If this change affects the decision of
stockholders of the Company who have already tendered their Shares in the Offer,
the tendered Shares may be withdrawn pursuant to the procedures set forth in
Section 4 of the Offer to Purchase at any time prior to the initial expiration
date of the Offer which is June 1, 1999 and, unless theretofore accepted for
payment by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after June 30, 1999. Except as amended hereby, the Offer to Purchase,
including without limitation the terms and conditions of the Offer, the Merger
Consideration, withdrawal rights, and the Purchaser's future plans with respect
to the Company, remains unchanged.
Questions and requests for assistance may be directed to the
Information Agent at the address and telephone number set forth below. Requests
for additional copies of the Offer to Purchase, this letter, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be directed to the Information Agent or to brokers, dealers, commercial banks
and trust companies.
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THE INFORMATION AGENT FOR THE OFFER IS:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
Banks and Brokers Call Collect: (201) 896-1900
All Others Call Toll Free: (877) 460-2559
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ANNEX A
The table set forth below includes summary historical financial
information of Parent. The summary information has been derived from the audited
consolidated financial statements as reported in Parent's Annual Report on Form
10-K for the year ended February 28, 1998 and the unaudited consolidated
financial statements of Parent for the year ended February 28, 1999. In the
opinion of Parent's management, the unaudited financial statements for the year
ended February 28, 1999 reflect all adjustments necessary for a fair statement
of the results of operations for such period. The summary historical financial
information for the three fiscal years ended February 28, 1998 should be read in
conjunction with, and is qualified in its entirety by reference to, the
consolidated financial statements and related notes included in the Parent's
Annual Report on Form 10-K. Such report and other documents may be inspected and
copies may be obtained from the Commission in the manner set forth in Section 8.
INTERVOICE, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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FISCAL YEAR ENDED
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FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 29,
1999 1998 1997 1996
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(UNAUDITED)
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OPERATING DATA:
Net sales $ 136,904 $ 102,308 $ 104,846 $ 97,103
Income (loss) from operations 29,148 (8,427) 17,549 25,055
Net income (loss) 20,193 (5,140) 12,760 17,259
Net income (loss) per share:
Basic 0.70 (0.17) 0.40 0.55
Diluted 0.68 (0.17) 0.39 0.53
BALANCE SHEET DATA:
Total assets $ 111,486 $ 84,893 $ 109,240 $ 89,727
Long-term debt 5,000 -- -- --
Stockholders' equity 82,529 56,631 86,191 69,561
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