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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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OFFICIAL PAYMENTS CORPORATION
(Name of Subject Company)
OFFICIAL PAYMENTS CORPORATION
(Name of Person(s) Filing Statement)
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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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Mitchell H. Gordon
Senior Vice President, General Counsel
Official Payments Corporation
Three Landmark Square
Stamford, CT 06901-2501
(203) 356-4200
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement).
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With a copy to:
Eric J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
/_/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Official Payments Corporation, a Delaware corporation (the
"Company") hereby amends and supplements its Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed with the Securities and
Exchange Commission (the "SEC") on June 11, 2002, as amended by Amendment
No. 1 thereto filed with the SEC on June 26, 2002 (the "Schedule 14D-9"),
with respect to the tender offer (the "Offer") by Kingfish Acquisition
Corporation, a Delaware corporation ("Purchaser") and wholly owned
subsidiary of Tier Technologies, Inc., a Delaware corporation ("Parent'),
to purchase all of the outstanding shares of common stock, par value $.01
per share, of the Company ("Common Stock") at a price of $3.00 per share,
net to the selling stockholders in cash (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
June 11, 2002 and the related Letter of Transmittal. Capitalized terms used
but not otherwise defined herein shall have the respective meanings
ascribed to them in the Schedule 14D-9.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text after the first paragraph under the section
captioned "Tender Offer":
"On July 10, 2002, Parent issued a press release announcing the
extension of the expiration date of the Offer until 5:00 p.m., New
York City time, on July 24, 2002. The Offer was previously
scheduled to expire at 12:00 midnight, New York City time, on July
9, 2002. Also on July 10, 2002, Parent issued a press release
indicating that, based on information provided by Mellon Investor
Services LLC, the Depositary for the Offer, as of 12:00 midnight,
New York City time, on July 9, 2002, (i) approximately 82 percent
of the outstanding shares of Common Stock had been tendered and
not withdrawn (not including shares to be delivered pursuant to
guaranteed delivery procedures) and (ii) in excess of 90 percent
of the outstanding shares of Common Stock had been tendered and
not withdrawn if guaranteed shares are included. Copies of the
aforementioned two press releases of Parent are attached as
Exhibits (a)(5)(E) and (a)(5)(F), respectively, to Amendment No. 4
to the Schedule TO. Based on the Company's understanding that all
conditions to the Offer were satisfied prior to the initial
expiration of the Offer, in accordance with the terms of the
Merger Agreement, the Company believes that Parent is deemed to
have waived all of the conditions to the Offer other than the
condition that there be validly tendered and not withdrawn
immediately prior to the expiration of the Offer that number of
shares of Common Stock which represents at least a majority of the
shares of Common Stock outstanding on a fully-diluted basis."
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.
By: /s/ Thomas R. Evans
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Name: Thomas R. Evans
Title: Chairman and Chief Executive
Officer
Dated: July 11, 2002