As filed with the Securities and Exchange Commission on March 26, 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. 4)
(Final Amendment)
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>
CUSIP No. 00175167107510
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Science Applications International Corporation
95-3630868
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,018,442
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.3%
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10 TYPE OF REPORTING PERSON
HC, CO
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2
<PAGE>
CUSIP No. 00175167107510
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oscar Acquisition Corporation
33-0846965
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,018,442
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.3%
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10 TYPE OF REPORTING PERSON
CO
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3
<PAGE>
This Amendment No. 4 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 and
Amendment No. 2 filed with the Commission on March 18, 1999 and Amendment No. 3
filed with the Commission on March 22, 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,
as amended, 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. 4 is being filed on behalf of the Purchaser and Parent.
All capitalized terms used in this Amendment No. 4 without definition have
the meanings attributed to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
(a)-(b) Item 6 is hereby amended and supplemented by adding to the end
thereof the following:
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
March 25, 1999. According to a preliminary count by the Depositary, as of
midnight, New York City time, on Thursday, March 25, 1999 there were
validly tendered pursuant to the Offer 10,018,442 Shares (including 27,562
Shares subject to guarantees of or receipt of additional documentation)
which represents approximately 94.33% of the Shares currently outstanding.
Pursuant to the Offer, Purchaser accepted for payment all such Shares
validly tendered according to the terms of the Offer.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following exhibit:
(a)(10) Text of press release issued by Parent on March 26, 1999
4
<PAGE>
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 26, 1999 Oscar Acquisition Corporation
By: /s/ Kevin A. Werner
----------------------------------
Name: Kevin A. Werner
Title: Secretary
Science Applications International
Corporation
By: /s/ Kevin A. Werner
----------------------------------
Name: Kevin A. Werner
Title: Assistant Secretary and
Associate General Counsel
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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99(a)(10) Text of press release issued by Parent dated March 26, 1999
6
Exhibit 99(a)(10)
FOR IMMEDIATE RELEASE
Contact: Jane Van Ryan, SAIC
703/734-4097
SAIC COMPLETES OACIS TENDER OFFER
(SAN DIEGO) - March 26, 1999 -- Science Applications International
Corporation (SAIC) today announced that 10,002,651 shares, or approximately
94.2 percent of the outstanding shares of common stock of Oacis Healthcare
Holdings Corp. (NASDAQ: OCIS), were tendered for $4.45 per share, net to the
seller in cash, without interest, in response to its tender offer which closed
on March 25, 1999, based upon a preliminary count by ChaseMellon Shareholder
Services, L.L.C., the depositary. The shares (which include 27,562 shares
subject to guarantees of delivery or receipt of additional documentation) will
be purchased in accordance with the terms of the offer.
SAIC will proceed with those steps necessary to complete the merger of
Oscar Acquisition Corporation, a wholly-owned subsidiary of SAIC (Oscar), with
and into Oacis. Oscar plans to effectuate the merger by filing a certificate of
merger with the secretary of state of the State of Delaware in accordance with
Delaware law as soon as practicable.
Pursuant to the merger, any shares of Oacis common stock not tendered and
purchased under the tender offer or otherwise owned by Oscar will be converted
into the right to receive $4.45 per share in cash.
SAIC is the nation's largest employee-owned research and engineering
company, providing information technology and systems integration products and
services to government and commercial customers. SAIC scientists and engineers
work to solve complex technical problems in telecommunications, national
security, health care, transportation, energy and the environment. With
estimated annual revenues in excess of $4 billion, SAIC and its subsidiaries,
including Telcordia Technologies (formerly Bellcore), have more than 35,000
employees at offices in more than 150 cities worldwide. More information about
SAIC can be found on the Internet at SAIC (www.saic.com). Information about
Telcordia Technologies is available at Telcordia Technologies
(www.telcordia.com).
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