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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
VARIAN ASSOCIATES, INC.
(NAME OF ISSUER AND PERSON FILING STATEMENT)
---------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
---------------
922204102
(CUSIP NUMBER OF CLASS OF SECURITIES)
---------------
JOSEPH B. PHAIR
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
VARIAN ASSOCIATES, INC.
3050 HANSEN WAY
PALO ALTO, CALIFORNIA 94304-1000
(415) 493-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
COPY TO:
RICHARD V. SMITH
ORRICK, HERRINGTON & SUTCLIFFE
THE OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
AUGUST 23, 1995
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4, dated August 23, 1995, as amended and supplemented
by Amendment No. 1, dated September 6, 1995, and by Amendment No. 2, dated
September 11, 1995 (collectively, the "Statement"), filed with the Securities
and Exchange Commission by Varian Associates, Inc., a Delaware corporation (the
"Company"), relating to the Company's offer to purchase (the "Offer") up to
3,000,000 outstanding shares of its Common Stock, par value $1.00 per share (the
"Shares") (including the associated preferred stock purchase rights issued
pursuant to the Rights Agreement, dated as of August 25, 1986, as amended,
between the Company and The First National Bank of Boston, as the Rights Agent),
at a price not greater than $58 nor less than $51 per share, net to the seller
in cash, all upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 23, 1995 (the "Offer to Purchase"), and related Letter
of Transmittal (the "Letter of Transmittal"), copies of which are attached as
Exhibits (a)(1) and (a)(2), respectively, to the Statement.
ITEM 1. SECURITY AND ISSUER.
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
September 20, 1995. The Company has elected to purchase 3,135,492.343 Shares at
a Purchase Price of $56.50. The number of Shares to be purchased includes an
additional 135,492.343 Shares that the Company has determined to purchase under
the Offer, in accordance with the terms and conditions of the Offer to Purchase
and the Letter of Transmittal. There will be no proration of Shares necessary.
ITEM 8. ADDITIONAL INFORMATION.
(e) On September 21, 1995, the Company issued a press release, a copy of
which is filed as Exhibit (a)(11) hereto and incorporated herein by
reference. On September 26, 1995, the Company issued a press release, a
copy of which is filed as Exhibit (a)(12) hereto and incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following Exhibits:
(a)(11) Press Release of the Registrant, dated September 21, 1995.
(a)(12) Press Release of the Registrant, dated September 26, 1995.
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.
VARIAN ASSOCIATES, INC.
By /s/ JOSEPH B. PHAIR
-------------------------------------
Joseph B. Phair
Vice President, General Counsel and
Secretary
Dated: September 26, 1995
2
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(11) Press Release of the Registrant, dated September 21, 1995
(a)(12) Press Release of the Registrant, dated September 26, 1995
3
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EXHIBIT (a)(11)
NEWS [Logo of Varian appears here]
RELEASE
VARIAN ASSOCIATES, INC., 3050 HANSEN WAY, PALO ALTO, CALIFORNIA 94304-1000
FOR INFORMATION CONTACT:
Gary Simpson (415)424-5782
[email protected]
For Immediate Release
September 21, 1995
VARIAN ASSOCIATES COMPLETES
DUTCH AUCTION SELF TENDER OFFER
Palo Alto, Calif. -- Varian Associates, Inc., today announced that its
"dutch auction" self tender offer to buy back up to 3 million shares of its
common stock was successfully completed at midnight New York City time, on
September 20, 1995.
Based on a preliminary count at the time of expiration, the company
said it expects to purchase approximately 3.14 million shares, which were
properly tendered and not withdrawn, at a price of $56 1/2 per share.
Varian said the purchase of the additional 140,000 shares, is
permitted under the terms of the tender offer. The company added that, under
the regulations of the Securities
-more-
and Exchange Commission, it was not required to extend the length of the tender
offer period as a result of this increase in the maximum number of shares to be
purchased.
Varian said the determination of the actual number of shares to be
purchased and the purchase price are subject to final confirmation of the proper
or guaranteed delivery of all shares tendered and not withdrawn. Payment for
the shares accepted, and return of all other shares tendered but not accepted,
will occur as soon as practicable, according to the company.
# # #
Palo Alto-based Varian Associates, Inc., is a diversified, $1.5 billion, high-
technology company with core businesses in health care systems, semiconductor
equipment, and analytical instruments that provide products and services to
worldwide markets.
Press announcements and other information about Varian are available on the
Internet via the World Wide Web using a tool such as Netscape or NCSA Mosaic.
Type http://www.varian.com at the prompt.
4
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EXHIBIT (a)(12)
NEWS [Logo of Varian appears here]
RELEASE
VARIAN ASSOCIATES, INC., 3050 HANSEN WAY, PALO ALTO, CALIFORNIA 94304-1000
FOR INFORMATION CONTACT:
Gary Simpson (415) 424-5782
[email protected]
For Immediate Release
September 26, 1995
VARIAN ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION SELF TENDER OFFER
Palo Alto, Calif. -- Varian Associates, Inc., today announced that it
has accepted for purchase 3,135,492 shares of its common stock at $56-1/2 per
share, under the terms of its "dutch auction" self tender offer which was
completed at midnight New York City time on September 20, 1995.
According to the company, all shares properly tendered at or below
$56-1/2 per share were purchased, without proration. Varian will have
approximately 31 million shares outstanding after the purchase has been
completed.
The company said the depository for the tender offer, The First
National Bank of Boston, expects to begin delivering payment for the shares
accepted for purchase by the end of the week.
# # #
Palo Alto-based Varian Associates, Inc., is a diversified, $1.5 billion, high-
technology company with core businesses in health care systems, semiconductor
equipment, and analytical instruments that provide products and services to
worldwide markets.
Press announcements and other information about Varian are available on the
Internet via the World Wide Web using a tool such as Netscape or NCSA Mosaic.
Type http://www.varian.com at the prompt.
5
