As filed with the Securities and Exchange Commission on March 11, 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. 1)
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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<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and
Exchange Commission on February 26, 1999 by Oscar Acquisition Corporation, a
Delaware corporation ("Purchaser"), and Science Applications International
Corporation, a Delaware corporation ("Parent"), 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.
(the "Company") 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 (the "Offer to Purchase") 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. 1 is being
filed on behalf of the Purchaser and Parent.
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Schedule 14D-1.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by
adding the following to the end thereof:
The bolded paragraph beginning on the bottom of page 9 of the Offer to
Purchase (appearing in Section 7 "Certain Information Concerning the Company"
of the Offer to Purchase) is hereby deleted in its entirety and the following
is inserted in lieu thereof:
The foregoing projections were not prepared with a view to public
disclosure or compliance with published guidelines of the Commission or the
guidelines established by the American Institute of Certified Public
Accountants regarding projections, and are included in this Offer to Purchase
only because they were provided to Parent. The inclusion of these projections
should not be regarded as an indication that any of Parent, Purchaser, their
advisors or the Dealer Manager considered or consider the projections to be a
reliable prediction of future events, and the projections should not be relied
upon as such. None of Parent, Purchaser, their advisors or the Dealer Manager
assumes any responsibility for the accuracy of these projections. None of
Parent, Purchaser, their advisors or the Dealer Manager has made, or makes, any
representation to any person regarding the information contained in the
projections and none of them intends to update or otherwise revise the
projections to reflect circumstances existing after the date when made or to
reflect the occurrence of future events even in the event that any or all of
the assumptions underlying the projections are shown to be in error. While
presented with numerical specificity, these projections are based upon a
variety of assumptions relating to the businesses of the Company which may not
be realized and are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Company and many of which are
described in more detail under Item 6, "Management's Discussion and Analysis or
Plan of Operations", in the Company 10-K. There can be no assurance that the
projections will be realized, and actual results may vary materially from those
shown.
The third full paragraph on page 24 of the Offer to Purchase (appearing as
the first paragraph in Section 16 "Certain Conditions of the Offer" of the
Offer to Purchase) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
Notwithstanding any other provision of the Offer, subject to the terms of
the Merger Agreement, Purchaser is not required to accept for payment or pay
for any Shares tendered pursuant to the Offer, and may terminate the Offer, if
(i) the Minimum Condition has not been satisfied by June 30, 1999, (ii) the
applicable waiting period under the HSR Act shall not have expired or been
terminated by June 30, 1999, or (iii) at any time on or after February 21, 1999
and prior to the Expiration Date, any of the following conditions exist:
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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 11, 1999 Oscar Acquisition Corporation
By: /s/ Kevin A. Werner
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Name: Kevin A. Werner
Title: Secretary
Science Applications International Corporation
By: /s/ Kevin A. Werner
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Name: Kevin A. Werner
Title: Assistant Secretary and
Associate General Counsel
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