VERTEX COMMUNICATIONS CORP /TX/
SC 13G/A, 1999-02-08
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 4)

                        Vertex Communications Corporation
                                (Name of Issuer)

                     Common Stock, par value $.10 per share
                         (Title of Class of Securities)

                                   925320-10-3
                                 (CUSIP Number)


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 the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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).


                                  Page 1 of 5

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- ----------------------------------------------------------------------
1        NAME OF REPORTING PERSON:  J.Rex Vardeman
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####

- ----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                     (a)
                                                     (b) /X/
- ----------------------------------------------------------------------
3        SEC USE ONLY

- ----------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION        U.S.A.

            NUMBER OF              5        SOLE VOTING POWER

             SHARES                         187,070

          BENEFICIALLY             6        SHARED VOTING POWER

            OWNED BY                        -0-

              EACH                 7        SOLE DISPOSITIVE POWER

            REPORTING                       187,070

             PERSON                8        SHARED DISPOSITIVE POWER

              WITH                          -0-

- ----------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         187,070
- ----------------------------------------------------------------------
10       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


- ----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         3.6
- ----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON*

                                                     IN
- ----------------------------------------------------------------------
ITEM 1




                                  Page 2 of 5

<PAGE>   3


         (a)      NAME OF ISSUER:

                  Vertex Communications Corporation


         (b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  2600 N. Longview Street, Kilgore, Texas  75662


- -------------------------------------------------------------------------------
ITEM 2
        (a)     NAME OF PERSON FILING:

                J. Rex Vardeman


        (b)     ADDRESS OF PRINCIPAL BUSINESS OFFICE

                2600 N. Longview Street, Kilgore, Texas  75662


        (c)     CITIZENSHIP:

                U.S.A.


        (d)     TITLE OF CLASS OF SECURITIES:

                Common Stock, $.10 par value


        (e)     CUSIP NUMBER:

                925320-10-3

- -------------------------------------------------------------------------------

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13-1(b) or, 13d-2(b),
         check whether the person is filing a:

         (a) [ ] Broker or Dealer registered under section 15 of the Act 

         (b) [ ] Bank as defined in section 3(a)(6) of the Act

         (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act

         (d) [ ] Investment Company registered under section 8 of the Investment
                 Company Act



                                  Page 3 of 5

<PAGE>   4

         (e) [ ] Investment Adviser registered under section 203 of the
                 Investment Advisers Act of 1940

         (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the 
                 provisions of the Employee Retirement Income Security Act
                 of 1974 or Endowment Fund: see Section 240.13d-1(b)(1)(ii)(F)

         (g) [ ] Parent Holding Company, in accordance with Section
                 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)

         (h) [ ] Group, in accordance with Section 240.13d-13d-1(b)(1)(ii)(H)

             Not Applicable.

- -------------------------------------------------------------------------------

ITEM 4. OWNERSHIP.

        (a)     AMOUNT BENEFICIALLY OWNED:  187,070


        (b)     PERCENT OF CLASS:  3.6%


        (c)     NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                (i)    SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                       187,070

                (ii)   SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                       -0-

                (iii)  SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                       187,070

                (iv)   SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                       -0-

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

        If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].




                                  Page 4 of 5

<PAGE>   5


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

                         Not Applicable


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

                         Not Applicable


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                         Not Applicable


ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

                         Not Applicable


ITEM 10. CERTIFICATION.

                         Not Applicable


                SIGNATURE.

                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:   February 8, 1999




                                                 /s/ J. Rex Vardeman
                                                 ----------------------------
                                                 J. Rex Vardeman



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