BOGEN COMMUNICATIONS INTERNATIONAL INC

election_required = True...to purchase all shares tendered by any Odd Lot Holder (as defined below) who: o tenders all shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all shares owned by the Odd Lot Holder will not qualify for this preference); and o completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. o Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, all of the shares that you tender in...

expiry = 2002-08-13....(A)(1)(A) 3 gexa1a-29229.txt EX-99.(A)(1)(A) BOGEN COMMUNICATIONS INTERNATIONAL, INC. OFFER TO PURCHASE FOR CASH 2,500,000 SHARES OF ITS COMMON STOCK OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, AUGUST 13, 2002, UNLESS OUR OFFER IS EXTENDED. WE MAY EXTEND OUR OFFER PERIOD AT ANY TIME. BOGEN COMMUNICATIONS INTERNATIONAL, INC. IS: o offering to purchase up to 2,500,000 shares of its common stock in a tender offer, and o offering to purchase these s...

listed = True...he number of shares tendered is more than 2,500,000, we have the right to first purchase shares held by persons who own less than 100 shares and then will purchase shares on a pro rata basis from all other shareholders who tendered shares. OUR COMMON STOCK: o is quoted on the Nasdaq National Market System under the symbol "BOGN," and o had a closing price of $3.03 per share on June 21, 2002, the last full trading day before we announced our offer and had a closing price of $3.74 on July 10, 2002. You are urged to obtain current market quotations for the shares. OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OFFE...

mechanism = DUTCH...directors held a meeting at which the board considered alternative repurchase mechanisms, the advantages and disadvantages of certain alternatives and the proposed structure and potential terms of our offer. The board on that day approved the initiation of a modified dutch auction tender offer for the purchase of 1,500,000 shares of the our common stock, and after the close of trading on that day a final price range of $2.50 to $3.00 was established. On November 5, 2001, we commenced that modified dutch auction tender offer, and on December 4, 2001, we accepted 1,012,211 shares of common stock for purchase at a pr...

must_tender_all = True...--------------------------------- -------------------------------------------------------------------------------- IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? o First, we may elect to purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares. Second, we will purchase shares from all other shareholders who properly tender shares on a pro rata basis. Therefore, all of the shares that you tender in the offer may not be purchased. See Section 1. WHAT ARE THE UNITED STATES FEDERAL TAX CONSEQUENCES IF I TENDER MY SHARES TO BOGEN? o Generally, you will be subject to United States f...

price = USD 4.0...ANY TIME. BOGEN COMMUNICATIONS INTERNATIONAL, INC. IS: o offering to purchase up to 2,500,000 shares of its common stock in a tender offer, and o offering to purchase these shares at a price of $4.00 per share in cash, without interest. IF YOU WANT TO TENDER YOUR SHARES INTO OUR OFFER, YOU SHOULD: o specify the number of shares you want to tender, and o follow the instructions in this document and the related documents, including the...

threshold = 100...above, we may elect to purchase more than 2,500,000 shares in our offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater number of shares. 4 ODD LOTS. The term "Odd Lots" means all shares tendered by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots may be accepted for payment before any pro...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 gexa1a-29229.txt EX-99.(A)(1)(A) BOGEN COMMUNICATIONS INTERNATIONAL, INC. OFFER TO PURCHASE FOR CASH 2,500,000 SHARES OF ITS COMMON STOCK OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, AUGUST 13, 2002, UNLESS OUR OFFER IS EXTENDED. WE MAY EXTEND OUR OFFER PERIOD AT ANY TIME. BOGEN COMMUNICATIONS INTERNATIONAL, INC. IS: o offering to purchase up to 2,500,000 shares of i...