SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Arris Group, Inc.
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(Name of Subject Company (Issuer))
Arris Group, Inc.
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(Names of Filing Persons (Offeror))
4 1/2% Convertible Subordinated Notes Due 2003
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(Title of Class of Securities)
03664P A A3
03664P A B1
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(CUSIP Number of Class of Securities)
Lawrence A. Margolis
Arris Group, Inc.
11450 Technology Circle
Duluth, Georgia 30097
Telephone: (678) 473-2000
Copy To:
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
Telephone: (404) 885-3822
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
[ ] 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:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on April 12, 2002 (the
"Schedule TO"), relating to our offer to exchange shares of our Common Stock,
$0.01 par value per share (the "Common Stock") for up to $70,000,000 original
principal amount of the outstanding 4-1/2% Convertible Subordinated Notes due
2003 (the "Notes") issued by Arris International, Inc., a Delaware corporation
and wholly owned subsidiary of Arris Group formerly known as ANTEC Corporation
(the "Exchange Offer"). The Exchange Offer shall be subject to the terms and
conditions described in the Offer to Exchange dated April 12, 2002 and the
related Letter of Transmittal.
ITEM 4. TERMS OF THE TRANSACTION
The Offer to Exchange is amended as set forth in the amended Offer to
Exchange, a copy of which is filed as exhibit (a)(1)(A) under Item 12.
ITEM 12. EXHIBITS
Item 12 is hereby amended as follows:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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(a)(1) Offer to Exchange, dated April 12, 2002.
(a)(2) Letter of Transmittal. (previously filed)
(a)(3) Notice of Guaranteed Delivery. (previously filed)
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (previously filed)
(a)(5) Form of Letter to be used by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (previously
filed)
(a)(6) Text of Press Release issued by Arris Group, Inc., dated April 12, 2002. (previously filed)
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.
ARRIS GROUP, INC.
By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis,
Executive Vice President and
Chief Financial Officer
Dated: April 26, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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(a)(1) Offer to Exchange, dated April 12, 2002.