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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
of the Securities Exchange Act of 1934
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SYMETRICS INDUSTRIES, INC.
(Name of Subject Company)
TSHCo, INC.
A Wholly Owned Subsidiary of
TEL-SAVE HOLDINGS, INC.
(Bidders)
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COMMON STOCK, $0.25 PAR VALUE PER SHARE 871 52 1100
(CUSIP NUMBER OF COMMON STOCK)
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ALOYSIUS T. LAWN, IV
GENERAL COUNSEL AND SECRETARY
TEL-SAVE HOLDINGS, INC.
6805 ROUTE 202
NEW HOPE, PA 18938
(215) 862-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDERS)
COPIES TO:
JONATHAN C. STAPLETON, ESQ.
ARNOLD & PORTER
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 715-1111
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This Statement constitutes Amendment No. 2 to the Tender Offer Statement on
Schedule 14D-1, dated December 22, 1997, filed by TSHCo, Inc., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of Tel-Save
Holdings, Inc., a Delaware corporation ("Parent"), relating to Purchaser's offer
to purchase all outstanding shares of Common Stock par value $0.25 per share of
Symetrics Industries, Inc., a Florida corporation (the "Company"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 22, 1997, and in the related Letter of Transmittal (which together
constitute the "Offer").
Unless otherwise indicated, capitalized terms contained herein have the
same meanings as set forth in the Offer to Purchase.
1. Item 10 is hereby amended to add the following to paragraph (c) thereof:
ITEM 10. ADDITIONAL INFORMATION.
(f) On January 23, 1998, Parent issued a press release, a copy of which is
annexed hereto as Exhibit (a)(9) and incorporated herein by reference. The Offer
expired in accordance with its terms at 12:00 midnight on January 22, 1998. On
January 23, 1998, Purchaser announced that it would accept for payment all
shares that were validly tendered pursuant to the Offer, which Shares, together
with Shares owned by Parent, represent approximately 83% of the outstanding
Shares.
2. Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Form of Press Release, issued January 23, 1998.
2
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 23, 1998
TEL-SAVE HOLDINGS, INC.
By: /s/ ALOYSIUS T. LAWN, IV
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Name: Aloysius T. Lawn, IV
Title: General Counsel and
Secretary
TSHCo, INC.
By: /s/ ALOYSIUS T. LAWN, IV
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Name: Aloysius T. Lawn, IV
Title: General Counsel and
Secretary
3
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION NO.
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(a)(10) Form of Press Release, issued January 23, 1998
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EXHIBIT (A)(10)
NEWS RELEASE
TEL-SAVE HOLDINGS, INC.
COMPLETES TENDER OFFER FOR SYMETRICS INDUSTRIES, INC.
NEW HOPE, PA, - January 23/PRNewswire/ - Tel-Save Holdings, Inc. (Nasdaq:
TALK) announced today, the successful completion of the tender offer by its
wholly owned subsidiary, TSHCo, Inc., to acquire shares of Common Stock of
Symetrics Industries, Inc., of Melbourne, Florida. TSHCo today accepted for
payment all outstanding Symetrics shares properly tendered pursuant to the
tender offer, which expired at 12:00 Midnight (New York City Time) on January
22, 1998. These shares, together with shares of Symetrics already owned by
Tel-Save, represent approximately 83% of all outstanding shares of Symetrics.
TSHCo expects to take appropriate action to effect a merger with Symetrics,
whereby Symetrics will become a wholly owned subsidiary of Tel-Save Holdings,
Inc.
Tel-Save Holdings, Inc. is a nation-wide provider of telecommunication
services utilizing its state-of-the-art telecommunications network -- One Better
Net ("OBN"). Tel-Save headquarters are located at 6805 Route 202, New Hope,
Pennsylvania 18938.
CONTACT: Ed Meyercord of Tel-Save Holdings, Inc., 215-862-1082./
Tel-Save Holdings press releases available through Company News On-Call by
fax 800-758-5804. Ext. 108084, or at http://www.prnewswire.com/
