SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14D-1/A
(AMENDMENT NO. 2 -- FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Fusion Systems Corporation
(Name of Subject Company)
ETN Acquisition Corp.
Eaton Corporation
(Bidders)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
361129109
(CUSIP number of class of securities)
Gerald L. Gherlein, Esq.
Eaton Corporation
Eaton Center
1111 Superior Avenue, N.E.
Cleveland, Ohio 44114
(216) 523-5000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidder)
Copies to:
Daniel A. Neff, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$292,224,465 $58,445
* For purposes of calculating the filing fee only. Based
upon 7,492,935 shares of Common Stock, par value $.01 per
share, of Fusion Systems Corporation outstanding on June
27, 1997.
** The fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, is 1/50 of one percent of
the aggregate Transaction Valuation.
/x/ Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and date of its filing.
Amount Previously Paid: $58,445
Filing Parties: Eaton Corporation
Form or Registration No.: Schedule 14D-1
Date Filed: July 7, 1997<PAGE>
Eaton Corporation ("Parent") and ETN Acquisition
Corp. (the "Purchaser") hereby amend and supplement their Ten-
der Offer Statement on Schedule 14D-1 originally filed on July
7, 1997 (as amended, the "Schedule 14D-1") with respect to the
Purchaser's offer to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of Fusion Sys-
tems Corporation, a Delaware corporation (the "Company"), to-
gether with any associated preferred share purchase rights
("Rights"), issued pursuant to the Rights Agreement, dated as
of September 8, 1994, as amended as of April 19, 1995 and June
30, 1997, between the Company and BankBoston, N.A. (formerly
The First National Bank of Boston), as Rights Agent, at a price
of $39.00 per Share (and associated Right), net to the seller
in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July
7, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments and supple-
ments thereto, collectively constitute the "Offer"), as set
forth in this combined Amendment No. 2 to the Schedule 14D-1.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 14D-1. This Amendment No. 2 also con-
stituted the Statement on Schedule 13D of the Purchaser and
Parent.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City
time, on August 1, 1997. Pursuant to the Offer, based upon a
preliminary report from the depositary, the Purchaser accepted
for payment 6,921,380 Shares tendered by physical delivery and
252,405 Shares tendered by guaranteed delivery. As a result of
the foregoing, excluding Shares tendered by guaranteed delivery
(as to which the tendering holders have three NASDAQ trading
days to submit physical certificates), the Purchaser presently
owns 6,921,380 Shares representing approximately 92.3 percent
of the Shares currently outstanding.
Item 6 is hereby amended and supplemented to incorpo-
rate by reference the information set forth in the press re-
lease issued by Parent on August 4, 1997, filed as exhibit
(a)(9) to this Amendment No. 2.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (9) Press Release dated August 4, 1997, issued by Parent.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: August 4, 1997
EATON CORPORATION
By: /s/ Alexander M. Cutler
Name: Alexander M. Cutler
Title: President and Chief
Operating Officer
ETN ACQUISITION CORP.
By: /s/ Brian R. Bachman
Name: Brian R. Bachman
Title: President<PAGE>
INDEX TO EXHIBITS
(a) (9) Press Release dated August 4, 1997, issued by Parent.
EXHIBIT (A)(9)
August 4, 1997
Renald M. Romain (216) 523-4736
FOR IMMEDIATE RELEASE
EATON ACQUIRES OVER 95% of FUSION SYSTEMS SHARES IN TENDER
OFFER
CLEVELAND, OH....Eaton Corporation today announced that its
wholly owned subsidiary, ETN Acquisition Corp., completed its
$39 per share cash tender offer for all of the outstanding
shares of common stock, and the associated preferred share pur-
chase rights, of Fusion Systems Corporation.
According to a preliminary count by the depository
for the offer, there were tendered and not withdrawn 7,173,785
shares (including 252,405 shares tendered by means of guaran-
teed delivery) as of the expiration of the tender offer, which
represent approximately 95.6 percent of the Fusion Systems
shares currently outstanding. The offer expired at 12:00 mid-
night, New York City time, on Friday, August 1, 1997. ETN
Acquisition Corp. accepted for payment all such shares validly
tendered according to the terms of the tender offer.
The tender offer will be followed by a merger of ETN
Acquisition Corp. into Fusion Systems, in which each Fusion
Systems share not acquired in the tender offer will be con-
verted into the right to receive $39 cash.
Founded in 1971, Fusion Systems has approximately 400
employees and offices throughout the United States, Europe,
Japan and Korea. Sales in 1996 were $84.6 million, more than
half of which were in Europe and Pacific Rim countries.
Fusion Systems is a leading supplier of front-end
process equipment to the semiconductor industry with strong
positions in photoresist ashing, post-ash residue removal and
photostabilization. Ashing is a low-pollution, high-technology
resist removal process that is key to new generations of semi-
conductor technology. Fusion Systems' photostabilizer rapidly
hardens photoresist patterns on silicon wafers, which allows
for greater reliability and higher yields than with conven-
tional thermal resist stabilization methods.<PAGE>
Eaton's Semiconductor Equipment Operations (SEO),
headquartered in Beverly, Massachusetts, is currently comprised
of three business units offering a full line of ion implanta-
tion and thermal processing equipment. SEO is a market leader
in the manufacture of high current, medium current and high
energy ion implantation equipment for semiconductor device
manufacturers worldwide. SEO has recently shipped its first
ion implanter for the emerging flat panel liquid crystal dis-
play business.
In 1996, Eaton acquired High Temperature Engineering
Corporation (now Eaton Thermal Processing Systems), a
manufacturer of rapid thermal processor furnaces and small
batch vertical furnaces for use in the production of
semiconductor wafers. SEO has manufacturing facilities in Bev-
erly, and Austin, Texas, and a joint venture operation in Ja-
pan. In June, 1997, SEO opened a new semiconductor equipment
manufacturing facility in Korea.
Eaton Corporation is a global manufacturer of highly
engineered products which serve industrial, vehicle,
construction, commercial and aerospace markets. Principal
products include electrical power distribution and control
equipment, truck transmissions and axles, engine components,
hydraulic products, ion implanters and a wide variety of
controls. Headquartered in Cleveland, the company has 55,000
employees and 155 manufacturing sites in 26 countries around
the world. Sales for 1996 were $7 billion.
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