<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 2
(Final Amendment)
T/SF COMMUNICATIONS CORPORATION
(Name of Issuer)
T/SF COMMUNICATIONS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
872857 10 7
(CUSIP Number of Class of Securities)
HOWARD G. BARNETT, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
T/SF COMMUNICATIONS CORPORATION
2407 EAST SKELLY DRIVE
TULSA, OKLAHOMA 74105
(918) 747-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
ROBERT A. CURRY, ESQ.
CONNER & WINTERS
A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER
15 EAST 5TH STREET
TULSA, OKLAHOMA 74103
(918) 586-5711
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION/(1)/ AMOUNT OF FILING FEE/(2)/
- --------------------------------------------------------------------------------
$134,098,751.50 $26,820
================================================================================
(1) Based upon purchase of 3,331,646 shares at $40.25 per share.
(2) The amount of the filing fee equals 1/50 of 1% of the value of the
securities to be acquired.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $26,820
Form or Registration No.: SC13E4/005-40867
Filing Party: T/SF Communications Corporation
Date Filed: September 8, 1997
<PAGE>
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
This Amendment No. 2 dated October 9, 1997 (this "Amendment No. 2"), amends
and supplements the Rule 13E-3 Transaction Statement (the "Schedule 13E-3")
filed with the Securities and Exchange Commission on September 8, 1997, and
amended on October 6, 1997, by T/SF Communications Corporation, a Delaware
corporation (the "Company"), relating to the offer by the Company to purchase
all of its issued and outstanding shares of common stock, par value $.10 per
share ("Shares"), for $40.25 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
September 8, 1997, as amended and restated on October 6, 1997, and in the
related Letter of Transmittal dated September 8, 1997 (which, as amended,
together constitute the "Offer"), copies of which have been attached to the
Schedule 13E-3 as Exhibits (d)(1), (d)(2) and (d)(9). This Amendment No. 2 is
being filed concurrently with Amendment No. 2 to the Statement on Schedule 13E-4
of the Company.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The information set forth in Item 5 of the Schedule 13E-3 is hereby amended
and supplemented by the addition of the following sentences at the end of
Item 5:
"The Company filed on Octobert 9, 1997, a Certification of Notice of
Termination of Registration under Section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange Act") on Form 15 relating to the common stock of
the Company. The Company's obligation, pursuant to Section 15(d) of the
Exchange Act, to file reports pursuant to Section 13(a) of the Exchange
Act, has been immediately suspended upon filing of the above referenced
Form 15. Also, by letter dated October 9, 1997, the Company was notified by
the American Stock Exchange (the "Exchange") that the Exchange was
concurrently filing an application with the Securities and Exchange
Commission to strike the Company's common stock from listing on the
Exchange."
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the Schedule 13E-3 is hereby
amended and supplemented by the addition of the following:
"The Offer expired at 12:00 midnight, New York City time, on October
6, 1997. The number of Shares acquired pursuant to the Offer was
2,737,606."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(i) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
-2-
<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.
T/SF COMMUNICATIONS CORPORATION
Date: October 9, 1997 By: /s/ Howard G. Barnett, Jr.
----------------------------------------
Howard G. Barnett, Jr.
Chairman, President and
Chief Executive Officer
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(i) Amendment No. 2 to Issuer Tender Offer Statement on Schedule
13E-4.
<PAGE>
EXHIBIT (i)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 2
(Final Amendment)
T/SF COMMUNICATIONS CORPORATION
(Name of Issuer)
T/SF COMMUNICATIONS CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
872857 10 7
(CUSIP Number of Class of Securities)
HOWARD G. BARNETT, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
T/SF COMMUNICATIONS CORPORATION
2407 EAST SKELLY DRIVE
TULSA, OKLAHOMA 74105
(918) 747-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
ROBERT A. CURRY, ESQ.
CONNER & WINTERS
A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER
15 EAST 5TH STREET
TULSA, OKLAHOMA 74103
(918) 586-5711
SEPTEMBER 8, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
===============================================================================
TRANSACTION VALUATION/(1)/ AMOUNT OF FILING FEE/(2)/
- --------------------------------------------------------------------------------
<S> <C>
$134,098,751.50 $26,820
================================================================================
</TABLE>
(1) Based upon purchase of 3,331,646 shares at $40.25 per share.
(2) The amount of the filing fee equals 1/50 of 1% of the value of the
securities to be acquired.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $26,820
Form or Registration No.: SC13E4/005-40867
Filing Party: T/SF Communications Corporation
Date Filed: September 8, 1997
<PAGE>
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
This Amendment No. 2 dated October 9, 1997 (this "Amendment No. 2"), amends
and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the
"Schedule 13E-4") filed with the Securities and Exchange Commission on September
8, 1997, and amended on October 6, 1997, by T/SF Communications Corporation, a
Delaware corporation (the "Company"), relating to the Company's offer to
purchase all of its issued and outstanding shares of common stock, par value
$.10 per share ("Shares"), for $40.25 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
September 8, 1997, as amended and restated on October 6, 1997, and in the
related Letter of Transmittal dated September 8, 1997 (which, as amended,
together constitute the "Offer"), copies of which have been attached to the
Schedule 13E-4 as Exhibits (a)(1), (a)(2) and (a)(9). This Amendment No. 2 is
being filed concurrently with Amendment No. 2 to the Rule 13E-3 Transaction
Statement of the Company.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in Item 3 of the Schedule 13E-4 is hereby amended
and supplemented by the addition of the following sentences at the end of
Item 3:
"The Company filed on October 9, 1997, a Certification of Notice of
Termination of Registration under Section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange Act") on Form 15 relating to the common stock of
the Company. The Company's obligation, pursuant to Section 15(d) of the
Exchange Act, to file reports pursuant to Section 13(a) of the Exchange
Act, has been immediately suspended upon filing of the above referenced
Form 15. Also, by letter dated October 9, 1997, the Company was notified by
the American Stock Exchange (the "Exchange") that the Exchange was
concurrently filing an application with the Securities and Exchange
Commission to strike the Company's common stock from listing on the
Exchange."
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in Item 8 of the Schedule 13E-4 is hereby amended
and supplemented by the addition of the following:
(e) "The Offer expired at 12:00 midnight, New York City time, on October 6,
1997. The number of Shares acquired pursuant to the Offer was 2,737,606."
-2-
<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.
T/SF COMMUNICATIONS CORPORATION
Date: October 9, 1997 By: /s/ Howard G. Barnett, Jr.
-----------------------------
Howard G. Barnett, Jr.
Chairman, President and
Chief Executive Officer
-3-
