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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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. 1 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 5 is hereby amended to add the following paragraph after the first
paragraph thereof:
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a) through (e): * * * Parent is continuing to review its strategic
alternatives regarding the Company's defense contracting business after the
Offer has been consummated. Such alternatives being considered include
disposition of such business. No agreement has been reached with any party for
any such disposition.
2. Item 6(a) is hereby amended to add the following sentences to the
beginning thereof:
"Section 11 of the Offer to Purchase (which Section is hereby incorporated
by reference) describes the beneficial ownership by Parent of Shares."
Item 6(b) is hereby amended to add the following sentence to the beginning
thereof:
"Section 11 of the Offer to Purchase (which Section is hereby incorporated
by reference) describes transactions in the Shares effected by Parent in the
past 60 days."
Item 6(b) is further amended by adding the following sentence to the end
thereof:
"Parent's purchases of Shares on December 2, 3, 5 and 8, 1997 were made in
anticipation of a possible acquisition of control of the Company and were made
prior to the entry of Parent, Purchaser and the Company into the Agreement and
Plan of Merger on December 18, 1997."
2. Item 7 is hereby amended by adding the following sentence at the end
thereof:
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SUBJECT COMPANY'S SECURITIES.
* * *
The Tender and Option Agreements were entered into with the following
directors and officers of the Company: Jane J. Beach, Earl J. Claire, Dudley E.
Garner, Jr., Michael E. Terry, Edwin H. Eichler, Donald W. Ingram, Michael D.
Jensen, D. Mitchell Garner, Robert A. Lyons, W. Campbell McKegg, Jr., Richard E.
Nichols, Jerry Sinclair and Anton Szpendyk.
4. Item 10 is hereby amended to add the following to paragraph (c) thereof:
ITEM 10. ADDITIONAL INFORMATION.
(c) On January 15, 1998, Parent issued a press release, a copy of which is
annexed hereto as Exhibit (a)(9) and incorporated herein by reference.
(f) Upon the occurrence of any of the Events constituting a condition to
Purchaser's obligations pursuant to the Offer as described in Section 15 of the
Offer to Purchase, the Purchaser shall have the right to (i) waive any
conditions to the Offer, (ii) amend or modify the Offer, (iii) terminate or
withdraw the Offer without accepting any tendered Shares; unless Purchaser has
taken such action on or prior to the Expiration Date (giving effect to any
extension thereof in accordance with Rule 14e-1(d)), the Purchaser shall,
notwithstanding anything to the contrary in Section 15 of the Offer to Purchase,
pay for all Shares duly tendered and not
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withdrawn in accordance with the terms of the Offer; the occurrence of any Event
described in Section 15 after such Expiration Date shall not affect the
obligation of Purchaser to pay for all Shares duly tendered and not withdrawn in
accordance with the terms of the Offer.
5. Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of Press Release, issued January 15, 1998.
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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 15, 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
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION NO.
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(a)(9) Form of Press Release, issued January 15, 1998
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TELE-SAVE HOLDINGS, INC. EXTENDS TENDER
OFFER FOR SYMETRICS INDUSTRIES, INC.
NEW HOPE, PA - January 15/PRNewswire/ - Tel-Save Holdings, Inc.
(Nasdaq: TALK) announced on January 15, 1998, that the tender offer by its
wholly owned subsidiary TSHCo. Inc. to acquire all of the outstanding shares
of Common Stock of Symetrics Industries, Inc. of Melbourne, Florida, which was
scheduled to expire at 12:00 Midnight (New York City Time) on January 21, 1998
has been extended until 12:00 Midnight (New York City Time) on January 22,
1998. The terms of the tender offer were otherwise unchanged. The extension
accounts for the fact that December 26, 1997 is not deemed to constitute a
"business day.''
Tel-Save Holdings, Inc. is a nationwide provider of telecommunication
services utilizing its state-of-the-art telecommunications network - One Better
Net ("OBN"). Tele-Save headquarters are located at 6805 Route 202, New Hope,
Pennsylvania 18938.
/CONTACT: Ed Meyercord of Tele-Save Holdings, Inc., 215-862-1082/
/Tele-Save Holdings press releases available through Company New On-Call by Fax
800-758-5804, ext. 108084, or at http://www.prnewswire.com/
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