================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 6
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
Final Amendment
================================================================================
<PAGE>
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1, as amended by Amendments No. 1, 2, 3 and 4 thereto,
and Statement on Schedule 13D, as amended by Amendments No. 1, 2, 3, 4 and 5
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 February 4, 2000, Parent and the Company issued a press
release, a copy of which is attached hereto as Exhibit (a)(13) 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)(13) Text of Press Release dated February 4, 2000, issued by
Parent and the Company.
<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: February 4, 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
<PAGE>
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.
*(a)(12) Text of Press Release dated January 28, 2000, issued by
Parent and the Company.
(a)(13) Text of Press Release dated February 4, 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.
<PAGE>
Exhibit (a)(13)
February 4, 2000
TriPoint Global Communications Inc.
and Vertex Communications Corporation
Announce Early Termination of Hart-Scott-Rodino
Antitrust Waiting Period and Completion of Tender Offer
Gastonia, NC, and Kilgore, TX--TriPoint Global Communications Inc. was
granted early termination today of the waiting period under the
Hart-Scott-Rodino Act relating to its tender offer for all outstanding shares of
Vertex Communications Corporation (NYSE--VTX) at $22 per share. The tender offer
expired today at 5:00 P.M., New York City time. TriPoint Global has accepted for
payment 5,492,791 Vertex shares, representing approximately 94.8% of the
outstanding Vertex shares on a fully diluted basis.
TriPoint Global intends to promptly merge Signal Acquisition
Corporation, a wholly owned subsidiary of TriPoint Global, with and into Vertex
pursuant to the Texas short-form merger provisions. As a result of the merger,
Vertex will become a direct, wholly owned subsidiary of TriPoint Global and each
remaining outstanding Vertex share will be converted, subject to dissent rights,
into the right to receive $22 in cash, without interest.
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
