SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 5
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 28, 2000
(Date of Event Which Requires Filing Statement on Schedule 13D)
<PAGE>
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1, as amended by Amendments No. 1, 2 and 3 thereto,
and Statement on Schedule 13D, as amended by Amendments No. 1, 2, 3 and 4
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 28, 2000, Parent and the Company issued a press release,
a copy of which is attached hereto as Exhibit (a)(12) 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)(12) Text of Press Release dated January 28, 2000, issued by Parent
and the Company.
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<PAGE>
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 28, 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 Page No.
Number Exhibit Name
*(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.
(a)(12) Text of Press Release dated January 28, 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.
- -------------------
*Previously filed.
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<PAGE>
Exhibit (a)(12)
January 28, 2000
TriPoint Global Communications Inc.
and Vertex Communications Corporation
Announce Extension of Tender Offer
to February 4, 2000
Gastonia, NC, and Kilgore, TX - 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 have been 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 Global and Vertex have agreed
to extend the offer until 5:00 p.m., New York City time, on February 4, 2000.
The depositary for the tender offer, First Union National Bank, has
advised TriPoint Global that 5,195,525 Vertex shares, approximately 89.7% of
the outstanding shares on a fully diluted basis, had been tendered and not
withdrawn as of the close of business on Thursday, January 27, 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
TriPoint Global Communications
609 South New Hope Road
Suite 200
Gastonia, NC 28054
704-854-8368, Fax 704-866-4731
www.tripointglobal.com
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