SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VERTEX COMMUNICATIONS CORPORATION
(Name of Subject Company)
SIGNAL ACQUISITION CORPORATION
TRIPOINT GLOBAL COMMUNICATIONS INC.
TBG HOLDINGS NV
(Bidders)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
925320-10-3
(CUSIP Number of Class of Securities)
STEPHEN GREEN, ESQ.
TRIPOINT GLOBAL COMMUNICATIONS INC.
565 FIFTH AVENUE, 17TH FLOOR
NEW YORK, NY 10017
(212) 850-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Bidders)
Copies to:
FAIZA J. SAEED, ESQ
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019
TELEPHONE: (212) 474-1454
December 1, 1999
(Date of Event Which Requires Filing Statement on Schedule 13D)
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This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D, as amended by
Amendment No. 1 thereto, originally filed with the Securities and Exchange
Commission on November 18, 1999 (collectively and as amended, the "Schedule
14D-1 & Schedule 13D"), filed by Signal Acquisition Corporation, a Texas
corporation (the "Purchaser") and a wholly owned subsidiary of TriPoint Global
Communications Inc., a Delaware corporation ("Parent"), which is an 80%
indirect subsidiary of TBG Holdings NV, a Netherlands Antilles corporation
("TBG Holdings"), in connection with the offer to purchase all the outstanding
shares of Common Stock, par value $.10 per share (the "Shares"), of Vertex
Communications Corporation, a Texas corporation (the "Company"), at $22 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated November 18, 1999
(the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer"). Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Offer to Purchase and the Schedule
14D-1 & Schedule 13D.
Item 10. Additional Information.
Items 10(b) and 10(c) of the Schedule 14D-1 & Schedule 13D are
hereby amended and supplemented by adding the following language thereto:
On December 1, 1999, Parent and the Company issued a press release,
a copy of which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following:
(a)(9) Text of Press Release dated December 1, 1999, issued by Parent
and the Company.
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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.
Dated: December 1, 1999
SIGNAL ACQUISITION CORPORATION,
By: /s/ Jack Haegele
------------------------------
Name: Jack Haegele
Title: Chief Executive Officer
TRIPOINT GLOBAL COMMUNICATIONS INC.,
By: /s/ Jack Haegele
-------------------------------
Name: Jack Haegele
Title: Chief Executive Officer
TBG HOLDINGS NV,
By: /s/ Peter H. Frank
-------------------------------
Name: Peter H. Frank
Title: Senior Vice President
and Corporate Secretary
By: /s/ Michael von Staudt
-------------------------------
Name: Michael von Staudt
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
- ------ ------------ --------
*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice Of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Text of Press Release dated November 12, 1999, issued
by Parent and the Company.
*(a)(8) Summary Advertisement.
(a)(9) Text of Press Release dated December 1, 1999, issued by
Parent and the Company.
*(b) Credit Facility dated June 25, 1998, among Parent (under
its former name, Prodelin Holding Corporation), certain of
its subsidiaries, First Union National Bank and certain
other financial institutions.
*(c)(1) Agreement and Plan of Merger dated as of November 11,
1999, among the Purchaser, Parent and the Company.
*(c)(2) Company Shareholder Agreement dated as of November 11,
1999, among the Purchaser, Parent and certain shareholders
of the Company.
*(c)(3) Confidentiality Agreement dated September 28, 1999,
between Parent and the Company.
(d) None.
(e) Not applicable.
(f) None.
- ---------------------
*Previously filed.
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
TriPoint Global Communications Inc.
Receives Request for Additional Information
from U.S. Department of Justice
in Connection with
Proposed Acquisition of Vertex Communications Corporation
Gastonia, NC, and Kilgore, TX (December 1, 1999)--TriPoint Global
Communications Inc. has received a request for additional information and
documents from the Antitrust Division of the Department of Justice relating to
its tender offer for all outstanding shares of Vertex Communications
Corporation (NYSE--VTX) at $22 per share. In addition, Vertex received a civil
investigative demand from the Antitrust Division seeking similar information
and documents. TriPoint and Vertex intend to cooperate fully with the
Antitrust Division in responding to these requests.
The second request has the effect of extending the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act until 10 calendar days
after compliance with the request. Because the waiting period will not expire
prior to December 16, 1999, the scheduled expiration date of the offer,
TriPoint currently expects that it will extend the offer. If TriPoint does
extend the offer, Rule 14e-1(d) under the Securities Exchange Act requires
that a public announcement be issued no later than 9:00 a.m. New York City
time on the next business day after the previously scheduled expiration date.
For more information call:
E. Scott Wood
TriPoint Global Communications Inc.
at 770/689-2059
J. Rex Vardeman, President and Chief Executive Officer or
James D. Carter, Chief Financial Officer
Vertex Communications Corporation
at 903/984-0555
Vertex Communications Corporation
2600 N. Longview Street
Kilgore, Texas 75662-6842
903/984-0555
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