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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
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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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated May 3, 1999 (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 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 (the "Offer to Purchase") filed as Exhibit (a)(1) to the
Statement.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
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(a)(9) -- Press release dated May 3, 1999 announcing the
commencement of the tender offer.
(a)(10) -- Press release dated May 3, 1999 announcing the
commencement of the tender offer.
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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 5, 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 5, 1999
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT
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(a)(9) -- Press release dated May 3, 1999 announcing the
commencement of the tender offer.
(a)(10) -- Press release dated May 3, 1999 announcing the
commencement of the tender offer.
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EXHIBIT 99.(a)(9)
IV PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
InterVoice, Inc.
Rob-Roy J. Graham
Chief Financial Officer
(972) 454-8712
17-99
INTERVOICE ANNOUNCES TENDER OFFER
TO PURCHASE BRITE SHARES
DALLAS, TEXAS - MAY 3, 1999 --InterVoice, Inc. (InterVoice) announced today that
it is commencing a tender offer to purchase 9,158,155 shares of Common Stock of
Brite Voice Systems, Inc. (Brite) at $13.40 per share in cash. The tender offer
is being made pursuant to an Acquisition and Merger Agreement dated April 27,
1999, other related agreements and tender offer documents that are being filed
today with the Securities and Exchange Commission. The offer is conditional upon
the tender of at least 9,158,155 shares, which represents approximately 75% of
the outstanding shares of Brite Common Stock, receipt of regulatory approvals
and certain other conditions that are set forth in the tender offer documents.
Certain members of Brite Voice's management and board of directors have entered
into agreements to tender shares held by them into the offer. If more than
9,158,155 Brite shares are tendered into the offer, InterVoice will purchase
9,158,155 shares on a pro rata basis, with adjustments to avoid fractional
shares, based on the number of shares validly tendered and not withdrawn prior
to the expiration date of the offer.
The tender offer, proration period and withdrawal rights expire at 12:00
midnight, New York City time, on June 1, 1999, unless the offer is extended.
Corporate Investor Communications, Inc. (CIC) is serving as the Information
Agent for the tender offer. The information filed with the Securities and
Exchange Commission in connection with the tender offer may be obtained by
calling CIC, toll-free, at (877) 460-2559.
The tender offer is the first step of a two-step transaction. In the second
step, subject to the terms and conditions of the merger agreement among the
parties, all outstanding shares of Common Stock of Brite not purchased in the
cash tender offer will be exchanged into shares of InterVoice common stock. The
ratio of exchange will be determined at the time of the merger based on the
average closing price of an InterVoice share for the preceding twenty-five
trading days.
This press release and public oral statements by InterVoice and Brite
representatives may contain forward-looking information that is subject to
certain risks and uncertainties that could cause actual results to vary from
those projected. Statements that are not historical facts, including statements
about confidence in strategies, plans and expectations about new and existing
products and their market acceptance, expectations about future
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revenues and earnings, industry growth and demand, and returns on investments in
products and markets are forward-looking statements that involve risks and
uncertainties that could materially impact the companies and the merged company
results from operations. For a discussion of the risks and uncertainties that
could materially impact the companies and their results from operations, please
see InterVoice's and Brite's Forms 10-K and Forms 10-Q, and other filings, filed
with the Securities and Exchange Commission.
InterVoice, Inc. (NASDAQ: INTV), is a leading global supplier of call automation
systems for call centers, enhanced network-based services for telecommunications
service providers and the world's largest supplier of interactive voice response
systems. With nearly 12,000 systems shipped to 52 countries, InterVoice's
solutions are used to increase revenues, decrease costs, and deliver exceptional
customer service. InterVoice, an ISO 9001 certified company, is headquartered in
Dallas, Texas, USA and has representative offices in the Americas, Europe, and
Asia-Pacific. Company information and interactive product demonstrations are
available on the World Wide Web at http://www.intervoice.com.
Brite Voice Systems, Inc. (NASDAQ:BVSI), is a world leader in providing enhanced
telecommunications systems and interactive information systems. Brite's products
include prepaid, messaging, voice mail, voice activated dialing, enhanced
calling cards, as well as interactive information and IVR-CTI applications. The
company also provides managed service capabilities for these products. Brite is
certified ISO 9001/TickIT, a globally accepted quality management recognition.
Brite's certification includes the design, development, manufacture,
installation and support of computer-based voice and multimedia systems. The
certification also includes the company's associated managed services,
information services and training services.
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EXHIBIT 99.(a)(10)
IV PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Rob-Roy J. Graham Carol Wingard Jim Terry
InterVoice, Inc. InterVoice, Inc. M/C/C
(972) 454-8712 (972) 454-8250 (972) 480-8383
[email protected] jim [email protected]
INTERVOICE ACTS QUICKLY TO CLOSE BRITE MERGER
Tender offer, impending merger to make InterVoice industry giant
DALLAS - MAY 3, 1999 -- Dallas-based InterVoice, Inc. today moved quickly to
form one of the largest corporations in the call automation industry. Today's
announcement of a cash tender offer by InterVoice to purchase nearly 75 percent
of the outstanding shares of Brite Voice Systems, Inc. illustrates InterVoice's
intent to rapidly merge the two companies.
The cash tender offer comes less than a week after the announcement of the
InterVoice-Brite merger, valued at approximately $164 million. The merger,
expected to be completed around the end of July, will double the size of
InterVoice. Combined, InterVoice and Brite had revenues of nearly $300 million
last year. The merger will make InterVoice-Brite one of Dallas' largest
publicly-held companies -- the combined revenues last year would have placed it
in the Top 100, according to figures recently published in The Dallas Morning
News.
InterVoice-Brite will have a workforce of approximately 1,400, and the merger is
expected to have minimal effect on employees. The combined company will maintain
Brite's offices in Orlando, Wichita, Kan. and Manchester, England.
InterVoice-Brite's headquarters and associated corporate functions will be in
Dallas.
"The impact of this merger on the Metroplex will be substantial in terms of
growth and new revenues," said Daniel D. Hammond, chairman and CEO of
InterVoice-Brite. "Both companies are already regarded as leaders in the call
automation industry, and the InterVoice-Brite combination substantially
strengthens that position."
Brite Voice Systems, Inc. (NASDAQ:BVSI), is a world leader in providing enhanced
telecommunications systems and interactive information systems. Brite's products
include prepaid, messaging, voice mail, voice activated dialing, enhanced
calling cards, as well as interactive information and IVR-CTI applications. The
company also provides managed service capabilities for these products. Brite is
certified ISO 9001/TickIT, a globally accepted quality management recognition.
Brite's certification includes the design, development, manufacture,
installation and support of computer-based voice and multimedia systems. The
certification also includes the company's associated managed services,
information services and training services.
InterVoice, Inc. (NASDAQ: INTV) is a leading supplier of enhanced network-based
services for telecommunications service providers, call automation solutions for
call centers, and the world's largest supplier of interactive voice response
systems. With over 12,000 systems shipped to 52 countries, InterVoice's
solutions are used to increase revenues, decrease costs, and deliver exceptional
customer service. InterVoice, an ISO 9001 certified company, is headquartered in
Dallas, Texas, USA and has representative offices in the Americas, Europe, and
Asia-Pacific. Company information is available on the World Wide Web at
http://www.intervoice.com.
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This press release and public oral statements by InterVoice and Brite
representatives may contain forward-looking information that is subject to
certain risks and uncertainties that could cause actual results to vary from
those projected. Statements that are not historical facts, including statements
about confidence in strategies, plans and expectations about new and existing
products and their market acceptance, expectations about future revenues and
earnings, industry growth and demand, and returns on investments in products and
markets are forward-looking statements that involve risks and uncertainties that
could materially impact the companies and the merged company results from
operations. For a discussion of the risks and uncertainties that could
materially impact the companies and their results from operations, please see
InterVoice's and Brite's Forms 1O-K and Forms 1O-Q, and other filings, filed
with the Securities and Exchange Commission.
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