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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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 (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 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, copies of which are attached as Exhibits
(a)(1) and (a)(2), respectively, to the Statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Section 7 of the Offer to Purchase hereby is amended by deleting from the
first full paragraph of such Section 7, including subparagraphs (a) through (g)
thereof, the word "sole" and substituting in lieu thereof the word "reasonable."
The second full paragraph of such Section 7 shall not be modified or affected in
any way by such amendment.
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 11, 1995
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