SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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OFFICIAL PAYMENTS CORPORATION
(Name of Subject Company (Issuer))
KINGFISH ACQUISITION CORPORATION
a wholly-owned subsidiary of Tier Technologies, Inc.
and
TIER TECHNOLOGIES, INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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676235 10 4
(CUSIP Number of Class of Securities)
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JAMES L. BILDNER
TIER TECHNOLOGIES, INC.
1350 TREAT BLVD., SUITE 250
WALNUT CREEK, CA 94596
TELEPHONE: (925) 937-3950
FACSIMILE: (925) 937-3752
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
BRUCE R. DEMING, ESQ.
JACK G. MARTEL, ESQ.
FARELLA BRAUN + MARTEL LLP
235 MONTGOMERY STREET, 30TH FLOOR
SAN FRANCISCO, CA 94104
TELEPHONE: (415) 954-4400
FACSIMILE: (415) 954-4480
Calculation of Filing Fee
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Transaction valuation $86,154,144* Amount of filing fee $17,231
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* For purposes of calculating the filing fee only. The filing fee calculation
assumes the purchase of all outstanding shares of common stock, par value
$0.01 per share, as well as the exercise of all exercisable and outstanding
stock options, of Official Payments Corporation at a price of $3.00 per
share, without interest. As of June 6, 2002, there were 22,952,876 shares
issued and outstanding and 5,765,172 shares underlying stock options. Based
on the foregoing, the transaction value is equal to the product of
28,718,048 shares and $3.00 per share. The amount of the filing fee
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the
transaction.
[X] Check the 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: $17,231
Form or Registration No.: Schedule TO-T/A
Filing Party: Tier Technologies, Inc.
Date Filed: June 20, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
SCHEDULE TO
This Amendment No. 5 amends and supplements the Tender Offer Statement, as
amended, on Schedule TO ("Schedule TO") filed with the Securities and Exchange
Commission on June 11, 2002, relating to a tender offer by Kingfish Acquisition
Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of Tier Technologies, Inc., a California corporation ("Parent"), to
purchase all of the outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Official Payments Corporation, a Delaware corporation
(the "Company"), at a price of $3.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated June 11, 2002 and in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). Capitalized terms used and not otherwise defined shall
have the meanings assigned to such terms in the Offer to Purchase.
Item 5.
Item 5 of the Schedule TO is hereby amended and supplemented to add the
following:
(a) Purchaser currently maintains, and has maintained since September 2001,
its operating bank accounts with Comerica Bank, majority stockholder of the
Company. In addition, since November 28, 2001, Comerica Bank, as successor by
merger to Purchaser's original lender, has been the lender for a credit
agreement under which Purchaser maintains a $15.0 million revolving credit
facility, of which $15.0 million may be used for letters of credit. In fiscal
2001, Purchaser paid Comerica Bank approximately $70,000 in fees, excluding
interest, under the credit facility. As of June 30, 2002, only standby letters
of credit totaling approximately $2.0 million were outstanding under the credit
facility.
Item 12. Exhibits
(a)(1)(A) Offer to Purchase, dated February 25, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Press release issued by Parent and Purchaser, dated
June 11, 2002, announcing the commencement of the Offer.
(a)(1)(H) Summary Advertisement, dated June 11, 2002, appearing in
the Wall Street Journal.
(a)(5)(A) Press release issued by Parent, dated June 17, 2002,
announcing termination of the waiting period under
the Hart-Scott-Rodino Act.
(a)(5)(B) Press release issued by Parent, dated June 20, 2002,
regarding extension of the Offer until 12:00
midnight, New York City time, on July 9, 2002.
(a)(5)(C) Complaint of Roti v. Official Payments Corporation,
et al., filed in the Court of Chancery of the State of
Delaware on June 19, 2002.
(a)(5)(D) Memorandum of Understanding, dated June 26, 2002, between
the parties to the Complaint.
(a)(5)(E) Press release issued by Parent, dated July 10, 2002,
regarding extension of the Offer until 5:00 p.m., New
York City time, on July 24, 2002.
(a)(5)(F) Press release issued by Parent, dated July 10, 2002,
regarding status of the Offer.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2002,
by and among Parent, Purchaser and the Company.
(d)(2) Stockholders Agreement, dated as of May 30, 2002, by and
among Parent, Purchaser and the holders of Shares parties
thereto.
(d)(3) Confidentiality Agreement, dated April 17, 2002, by and
between Parent and the Company.
(d)(4) Form of Employment Agreement.
(g) Not applicable.
(h) Not applicable.
Signature. After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
KINGFISH ACQUISITION CORPORATION
By: /s/ James L. Bildner
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Name: James L. Bildner
Title: President and Chief Executive Officer
Date: July 18, 2002
TIER TECHNOLOGIES, INC.
By: /s/ James L. Bildner
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Name: James L. Bildner
Title: Chairman and Chief Executive Officer
Date: July 18, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(A) Offer to Purchase, dated June 11, 2002.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press release issued by Parent and Purchaser, dated June 11,
2002, announcing the commencement of the Offer.*
(a)(1)(H) Summary Advertisement, dated June 11, 2002, appearing in the Wall
Street Journal.*
(a)(5)(A) Press release issued by Parent, dated June 17, 2002, announcing
termination of the waiting period under the Hart-Scott-Rodino
Act.*
(a)(5)(B) Press release issued by Parent, dated June 20, 2002, regarding
extension of the Offer until 12:00 midnight, New York City time,
on July 9, 2002.*
(a)(5)(C) Complaint of Roti v. Official Payments Corporation, et al. filed
in the Court of Chancery of the State of Delaware on June 19,
2002.*
(a)(5)(D) Memorandum of Understanding, dated June 26, 2002, between the
parties to the Complaint.*
(a)(5)(E) Press release issued by Parent, dated July 10, 2002, regarding
extension of the Offer until 5:00 p.m., New York City time, on
July 24, 2002.*
(a)(5)(F) Press release issued by Parent, dated July 10, 2002, regarding
status of the Offer.*
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2002, by and
among Parent, Purchaser and the Company.*
(d)(2) Stockholders Agreement, dated as of May 30, 2002, by and among
Parent, Purchaser and the holders of Shares parties thereto.*
(d)(3) Confidentiality Agreement, dated April 17, 2002, by and between
Parent and the Company.*
(d)(4) Form of Employment Agreement.*
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* Previously filed.