As filed with the Securities and Exchange Commission on March 18, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
Oacis Healthcare Holdings Corp.
(Name of Subject Company)
Science Applications International Corporation
Oscar Acquisition Corporation
a direct wholly-owned subsidiary of
Science Applications International Corporation
(Bidders)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
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00175167107510
(CUSIP Number)
William A. Roper, Jr.
Chief Financial Officer
Science Applications International Corporation
1241 Cave Street
La Jolla, CA 92037
(619) 535-7711
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
David L. Caplan
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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CUSIP No. 00175167107510
- ------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Science Applications International Corporation
95-3630868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON
HC, CO
CUSIP No. 00175167107510
- ------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oscar Acquisition Corporation
Awaiting tax identification number
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON
CO
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities
and Exchange Commission (the "Commission") on February 26, 1999 by Oscar
Acquisition Corporation, a Delaware corporation ("Purchaser"), and Science
Applications International Corporation, a Delaware corporation ("Parent"), as
amended by Amendment No. 1 filed with the Commission on March 11, 1999,
relating to the offer by Purchaser to purchase all of the issued and
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"),
of Oacis Healthcare Holdings Corp. at $4.45 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated February 26, 1999 and in the related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1. This Amendment No. 2 is being filed on
behalf of the Purchaser and Parent.
All capitalized terms used in this Amendment No. 2 without definition
have the meanings attributed to them in the Schedule 14D-1.
Item 10. Additional Information.
Item 10(c) is hereby amended and supplemented by adding to the end
thereof the following:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and the regulations thereunder applicable to the purchase
of Shares pursuant to the Offer was terminated on March 17, 1999.
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.
Dated: March 18, 1999 Oscar Acquisition Corporation
By: /s/ W. A. Roper
___________________________________________
Name: William A. Roper, Jr.
Title: Chief Financial Officer
Science Applications International Corporation
By: /s/ Douglas E. Scott
___________________________________________
Name: Douglas E. Scott
Title: Senior Vice President and General
Counsel
