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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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922204102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated August 23, 1995, filed by
Varian Associates, Inc., a Delaware corporation (the "Company"), relating to the
Company's offer to purchase 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, and
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2), respectively, to the Statement.
ITEM 8. ADDITIONAL INFORMATION.
(e) On September 6, 1995, the Company issued a press release, a copy of
which is filed as Exhibit (a)(10) hereto and incorporated herein by
reference, announcing that it has received orders for its semiconductor
manufacturing systems from Samsung Electronics Company, Ltd. of Korea,
valued at more than $70 million.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following Exhibit:
(a)(10) Press Release of the Registrant, dated September 6, 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/ ROBERT A. LEMOS
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Robert A. Lemos
Vice President, Finance and
Chief Financial Officer
Dated: September 6, 1995
2
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(10) Press Release of the Registrant, dated September 6, 1995
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EXHIBIT (a)(10)
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 6, 1995
VARIAN RECEIVES $70 MILLION ORDER FROM SAMSUNG
FOR SEMICONDUCTOR MANUFACTURING EQUIPMENT
Palo Alto, Calif. -- Varian Associates, Inc., today announced that it
has received orders for its semiconductor manufacturing systems from Samsung
Electronics Company, Ltd. of Korea, valued at more than $70 million.
Although specific details of the purchase were not disclosed, it
includes state-of-the-art systems for making advanced design chips, as well as
machines for high volume manufacturing of more standard devices, according to
Varian Executive Vice President Richard A. Aurelio.
Aurelio said shipments of the new equipment from Varian's plants in
California and Massachusetts, and a recently expanded Korean facility, are
scheduled to get under way in the next 60 days and will continue into the first
half of 1996.
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"This marks another important milestone in our long working
relationship with Samsung, which ranks as one of the great industrial powers of
our time," said S.K. Suh, president of Varian Korea Limited. "We are very
pleased that our association continues to grow even closer, allowing us to play
a significant role in helping Samsung further strengthen its position as a
world-class semiconductor manufacturer."
In addition to supplying device manufacturing equipment, parts, and
service, Suh noted that Varian is partnering with Samsung in a multiphased
joint program to develop advanced process technologies and equipment. Now in
its fifth year, the current (third) phase of the joint agreement is scheduled to
run through 1996.
# # #
Varian Associates, Inc. based in Palo Alto, Calif. is a $1.5 billion,
diversified, high-technology company with core businesses in health care
systems, semiconductor manufacturing equipment, and analytical instruments.
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.
