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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 4
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
January 14, 2000
(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 Amendments No. 1 and 2 thereto,
and Statement on Schedule 13D, as amended by Amendments No. 1, 2 and 3
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 January 14, 2000, Parent and the Company issued a press
release, a copy of which is attached hereto as Exhibit (a)(11) 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)(11) Text of Press Release dated January 14, 2000, 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: January 14, 2000
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.
(a)(11) Text of Press Release dated January 14, 2000, 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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FOR IMMEDIATE RELEASE
TriPoint Global Communications Inc.
and Vertex Communications Corporation
Announce Extension of Tender Offer
to January 28, 2000
Gastonia, NC, and Kilgore, TX (January 14, 2000)--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 28, 2000.
The depositary for the tender offer, First Union National Bank,
has advised TriPoint that 5,135,620 Vertex shares, approximately 88.8% of
the outstanding shares on a fully diluted basis, had been tendered and not
withdrawn as of the close of business on Thursday, January 13, 2000.
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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