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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 3
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 16, 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, as amended by Amendment No. 1 thereto, and
Statement on Schedule 13D, as amended by Amendments No. 1 and 2 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 16, 1999, Parent and the Company issued a press release,
a copy of which is attached hereto as Exhibit (a)(10) 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)(10) Text of Press Release dated December 16, 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 16, 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.
(a)(10) Text of Press Release dated December 16, 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.
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*Previously filed.
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EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
TriPoint Global Communications Inc.
and Vertex Communications Corporation
Announce Extension of Tender Offer
to January 14, 2000
Gastonia, NC, and Kilgore, TX (December 16, 1999)--As previously
announced, 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 are
cooperating 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 has not expired and
will not expire today, the scheduled expiration date of the offer, TriPoint
and Vertex have agreed to extend the offer until 5:00 p.m., New York City
time, on January 14, 2000.
TriPoint has been informed that the Committee on Foreign Investment
in the United States ("CFIUS") has completed its review process and determined
that there are no issues of national security sufficient to warrant an
investigation under the Exon-Florio Act.
The depositary for the tender offer, First Union National Bank, has
advised TriPoint that 4,978,232 Vertex shares had been tendered and not
withdrawn as of the close of business on Thursday, December 16, 1999.
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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