UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PLASMA-THERM, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
727900102
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(CUSIP Number)
ALLEN I. ISAACSON, P.C.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 20, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box. [ ]
- ---------------------------
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP No. 727900102 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OERLIKON-BUHRLE HOLDING AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,114,192*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,114,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 727900102 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OERLIKON-BUHRLE USA, INC. 95-2549713
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,114,192*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,114,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 727900102 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VOLCANO ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,114,192*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,114,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
* Pursuant to a Tender and Voting Agreement dated as of December 20,
1999 (the "Tender and Voting Agreement"), among Oerlikon-Buhrle USA,
Inc., a Delaware corporation ("Parent"), Volcano Acquisition Corp., a
Florida corporation and a wholly owned subsidiary of Parent ("Merger
Sub") and each of the persons listed on Schedule A thereto (each a
"Major Shareholder"), each Major Shareholder has appointed irrevocably
Parent and Merger Sub as his proxy to vote in favor of the Merger
Agreement (as defined in response to Item 4 of this Statement) and the
Merger (as described in the response to Item 4 of this Statement).
<PAGE>
ITEM 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Schedule 13D") relates to
the shares of common stock, $0.01 par value ("Common Stock"), of
Plasma-Therm, Inc., a Florida corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 10050 16th Street North, St.
Petersburg, Florida 33716.
ITEM 2. Identity and Background
-----------------------
(a)-(c); (f) This Statement is filed by Oerlikon-Buhrle Holding
AG, a company organized under the laws of Switzerland ("OBH"),
Oerlikon-Buhrle USA, Inc., a Delaware corporation ("Parent"), and Volcano
Acquisition Corp., a Florida corporation ("Merger Sub"). Parent is a
Delaware corporation and was formed as a holding company by OBH to hold all
of OBH's U.S. subsidiaries. OBH is a major publicly-owned Swiss company
that, in the course of 1999, underwent a major transformation from what was
formerly a diversified conglomerate to a focused high-technology business.
Through its operating subsidiaries, OBH is engaged in the following lines
of business: vacuum technology; coating technology; thin film products for
optical electronics; wear protection coatings for tools; precision
components; education material for science and technical applications;
sputtering targets and coating materials; measuring and analytical
instruments; trajectory measuring systems; testing equipment; simulators;
space technology; aircraft components and assemblies; aircraft maintenance;
and measuring instruments for semi-conductors. Merger Sub is newly formed
by Parent in connection with the Offer (as defined below) and the
transactions contemplated thereby.
The principal business address of Parent is 420 Fifth Avenue, New
York, New York 10018. The principal business address of OBH and Merger Sub
is Hofweisenstrasse 135, CH-8021 Zurich, Switzerland. Parent directly owns
all the outstanding capital stock of Merger Sub. It is not anticipated
that, prior to the consummation of the Offer and the Merger (as defined
below), Merger Sub will have any significant assets or liabilities or will
engage in any activities other than those incident to the Offer and the
Merger.
The information called for by (a) through (c) and (f) of this
Item with respect to each executive officer and director of OBH, Parent and
Merger Sub is incorporated by reference to the Offer to Purchase, which is
filed as Exhibit 3 hereto.
(d)-(e) During the five years prior to the date hereof, none of
OBH, Parent or Merger Sub nor, to the best of their knowledge, any
executive officer or director of OBH, Parent or Merger Sub (who are listed
on Schedule I to the Offer to Purchase, which is incorporated by
reference), (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The total amount of funds required by Merger Sub to purchase all
of the shares of Common Stock and to pay related fees and expenses is
approximately $165 million. Merger Sub intends to obtain all of such funds
from OBH which in turn would obtain such funds from its existing working
capital.
ITEM 4. Purpose of Transaction
----------------------
Parent, Merger Sub, and the Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement") dated as of December 20, 1999
providing for, among other things, the commencement by Merger Sub of a
tender offer to purchase all of the Issuer's outstanding shares of common
stock for $12.50 per share in cash without interest (the "Offer") and, upon
completion of the Offer, the merger of the Issuer with and into Merger Sub
(the "Merger"). Simultaneously with the execution and delivery of the
Merger Agreement, Parent and Merger Sub entered into a Tender and Voting
Agreement dated as of December 20, 1999 (the "Tender and Voting Agreement")
with certain shareholders of the Issuer (the "Major Shareholders") listed
on Schedule A thereto. Under the Tender and Voting Agreement, the Major
Shareholders have agreed, subject to the terms thereof, to tender all of
their shares of Common Stock to Merger Sub pursuant to the tender offer
described in the Merger Agreement, and have granted Parent and Merger Sub a
proxy to vote their shares, representing approximately 19% of the issued
and outstanding shares of Common Stock as of December 20, 1999, in favor of
the Merger.
The foregoing summary of the Merger Agreement and the Tender and
Voting Agreement is qualified in its entirety by reference to such
agreements, which have been filed as Exhibits 1 and 2, respectively,
hereto.
Except as indicated in this Schedule 13D or as disclosed in the
Schedule 14D-1 of Parent and Merger Sub filed with the Securities and
Exchange Commission on December 27, 1999 (the "Schedule 14D-1"), the
contents of which are incorporated herein by reference, OBH, Parent and
Merger Sub currently have no specific plans or proposals that relate to or
would result in any of the matters described in subparagraphs (a) through
(f) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) As a result of entering into the Tender and Voting Agreement,
Parent and Merger Sub may be deemed to own beneficially 2,114,192 shares of
Common Stock. None of OBH, Parent or Merger Sub nor, to the best of their
knowledge, any executive officer or director of OBH, Parent or Merger Sub
(who are listed on Schedule I to the Offer to Purchase, which is
incorporated by reference), owns any shares of Common Stock and, except as
set forth in this Schedule 13D, is not the "beneficial owner" of any such
shares, as such term is defined in the Securities Exchange Act of 1934 or
the rules and regulations thereunder.
(b) Pursuant to the Tender and Voting Agreement, Parent and
Merger Sub possess shared power to vote, or direct the vote of, the shares
of the Common Stock held by the Major Shareholders.
(c) Except as set forth herein, none of OBH, Parent or Merger Sub
beneficially owns any shares of Common Stock and none of OBH, Parent or
Merger Sub, or any executive officer or director of OBH, Parent or Merger
Sub (who are listed on Schedule I to the Offer to Purchase, which is
incorporated by reference), has engaged in any transaction in any such
shares during the sixty day period immediately preceding the date hereof
except as described herein.
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------
Except as described in this Schedule 13D or in the Schedule
14D-1, none of OBH, Parent or Merger Sub or any executive officer or
director of OBH, Parent or Merger Sub (who are listed on Schedule I to the
Offer to Purchase filed as part of the Schedule 14D-1), has any other
contracts, arrangements, understandings or relationships with any persons
with respect to any securities of the Issuer. The transactions discussed in
Item 4 are further described in the Schedule 14D-1 and in the exhibits to
the Schedule 14D-1, including the Merger Agreement, the Tender and Voting
Agreement and the Joint Press Release issued by the Issuer and OBH on
December 20, 1999. Such documents are incorporated herein by reference for
all of the terms and conditions of such documents.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 -- Agreement and Plan of Merger, dated as of
December 20, 1999, among Parent, Merger Sub
and the Issuer (incorporated by reference to
Exhibit (c)(1) to the Schedule 14D-1 filed on
December 27, 1999, under SEC File No.
005-34706).
Exhibit 2 -- Tender and Voting Agreement, dated as of
December 20, 1999, among Parent, Merger Sub
and the Shareholders listed on Schedule A
thereto (incorporated by reference to Exhibit
(c)(5) to the Schedule 14D-1 filed on
December 27, 1999, under SEC File No.
005-34706).
Exhibit 3 -- Offer to Purchase, dated December 27, 1999
(incorporated by reference to Exhibit (a)(1)
to the Schedule 14D-1 filed on December 27,
1999, under SEC File No. 005-34706).
Exhibit 4 -- Schedule 14D-1 filed on December 27, 1999,
under SEC File No. 005-34706 (incorporated
herein by reference).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
OERLIKON-BUHRLE HOLDING AG
By: /s/ Thomas Emch
-----------------------------
Name: Thomas Emch
Title: General Counsel
OERLIKON-BUHRLE USA, INC.
By: /s/ Beat Baumgartner
-----------------------------
Name: Beat Baumgartner
Title: Chairman and President
VOLCANO ACQUISITION CORP.
By: /s/ Peter Ruof
-----------------------------
Name: Peter Ruof
Title: Secretary
Dated: December 30, 1999
<PAGE>
EXHIBIT INDEX
Exhibit 1 -- Agreement and Plan of Merger, dated as of
December 20, 1999, among Parent, Merger Sub
and the Issuer (incorporated by reference to
Exhibit (c)(1) to the Schedule 14D-1 filed on
December 27, 1999, under SEC File No.
005-34706).
Exhibit 2 -- Tender and Voting Agreement, dated as of
December 20, 1999, among Parent, Merger Sub
and the Shareholders listed on Schedule A
thereto (incorporated by reference to Exhibit
(c)(5) to the Schedule 14D-1 filed on
December 27, 1999, under SEC File No.
005-34706).
Exhibit 3 -- Offer to Purchase, dated December 27, 1999
(incorporated by reference to Exhibit (a)(1)
to the Schedule 14D-1 filed on December 27,
1999, under SEC File No. 005-34706).
Exhibit 4 -- Schedule 14D-1 filed on December 27, 1999,
under SEC File No. 005-34706 (incorporated
herein by reference).
