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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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PLASMA-THERM, INC.
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(Name of Subject Company)
OERLIKON-BUHRLE HOLDING AG
OERLIKON-BUHRLE USA, INC.
VOLCANO ACQUISITION CORP.
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(Bidders)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
727900102
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(CUSIP Number of Common Stock)
ALLEN I. ISAACSON, P.C.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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CUSIP No. 727900102
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
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,629,473 (including Shares tendered by notice of guaranteed delivery)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.5%
10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 727900102
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
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,629,473 (including Shares tendered by notice of guaranteed delivery)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.5%
10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 727900102
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
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,629,473 (including Shares tendered by notice of guaranteed delivery)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.5%
10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 to Schedule 14D-1 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed on December 27, 1999, as
previously amended by Amendment No. 1 on January 27, 2000 (the "Schedule
14D-1") by Volcano Acquisition Corp., a Florida corporation ("Offeror") and
a direct wholly-owned subsidiary of Oerlikon-Buhrle USA, Inc., a Delaware
corporation ("Parent") and a direct wholly-owned subsidiary of
Oerlikon-Buhrle Holding AG, a company organized under the laws of
Switzerland ("OBH"). The Schedule 14D-1 relates to an offer to purchase all
outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of Plasma-Therm, Inc., a Florida corporation (the "Company"), at
a purchase price of $12.50 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 23, 1999 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"). Capitalized
terms used and otherwise not defined herein have the meanings set forth in
the Schedule 14D-1. This Amendment No. 2 to Schedule 14D-1 also constitutes
Amendment No. 2 to the statement on Schedule 13D of Offeror, Parent and
OBH, filed on December 30, 1999, as previously amended by Amendment No. 1
on January 27, 2000.
This amendment constitutes the final amendment to the Schedule
14D-1 required by General Instruction D to such Schedule. The tender offer
terminated at 12:00 midnight, New York City time, on January 27, 2000.
According to the depositary, a total of 10,629,473 Shares (including 79,504
Shares tendered by notice of guaranteed delivery) were properly tendered
and not withdrawn as of the termination of the tender offer. This
represented approximately 94.5% of the issued and outstanding Shares of the
Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby supplemented and amended by adding thereto
the following statements:
The tender offer terminated at 12:00 midnight, New York City
time, on January 27, 2000. According to the depositary, a total of
10,629,473 Shares (including 79,504 Shares tendered by notice of guaranteed
delivery) were properly tendered and not withdrawn as of the termination of
the tender offer. This represented approximately 94.5% of the issued and
outstanding Shares of the Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding thereto the
following:
(a)(11)Press Release issued by OBH on January 28, 2000.
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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.
Dated: January 28, 2000
OERLIKON-BUHRLE HOLDING AG
By: /s/ Thomas Emch
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Name: Thomas Emch
Title: General Counsel
OERLIKON-BUHRLE USA, INC.
By: /s/ Beat Baumgartner
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Name: Beat Baumgartner
Title: Chairman and President
VOLCANO ACQUISITION CORP.
By: /s/ Peter Ruof
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Name: Peter Ruof
Title: Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION NO.
- --------- ---------------------------------------------------------
*(a)(l) Offer to Purchase, dated December 27, 1999
*(a)(2) Letter of Transmittal
*(a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
*(a)(4) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
to Clients
*(a)(5) Notice of Guaranteed Delivery
*(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
*(a)(7) Summary Announcement, dated December 27, 1999
*(a)(8) Joint Press Release, dated December 20, 1999
*(a)(9) Press Release issued by OBH on December 20, 1999
*(a)(10) Press Release issued by OBH on January 25, 2000
(a)(11) Press Release issued by OBH on January 28, 2000
*(c)(1) Agreement and Plan of Merger dated as of December 20, 1999,
among Parent, Offeror and the Company
*(c)(2) Form of Amendment to Employment Agreement between the Company
and certain named Executive Officers
*(c)(3) Confidentiality Agreement, between Parent and the Company,
dated as of September 1, 1999
*(c)(4) Termination, Noncompetition and Mutual Release Agreement,
between the Company and Ronald S. Deferrari, dated
December 20, 1999
*(c)(5) Tender and Voting Agreement, among Parent, Offeror and the
Shareholders Listed on Schedule A thereto, dated as of
December 20, 1999
*Previously filed.
EXHIBIT (a)(11)
OERLIKON-BUHRLE SUCCESSFULLY COMPLETES TENDER OFFER FOR
PLASMA-THERM, INC.
Zurich, Switzerland and St. Petersburg, Fla., Jan. 28--Oerlikon-Buhrle
Holding AG ("OBH") today announced the successful completion of its tender
offer for all the outstanding shares of common stock (the "Shares") of
Plasma-Therm, Inc. ("Plasma-Therm") (Nasdaq: PTIS). The offer was made
through Volcano Acquisition Corp., an indirect wholly-owned subsidiary of
OBH. The tender offer expired at 12:00 midnight, New York City time, on
January 27, 2000, at which time 10,629,473 Shares had been tendered,
including 79,504 Shares tendered by notice of guaranteed delivery. This
represents approximately 94.46% of the outstanding Shares of Plasma-Therm.
OBH will accept for payment all the Shares tendered at the tender offer
price of $12.50 per share.
Requests for assistance or documents should be directed to D.F.King
&Co., Inc. (the Information Agent) at (800) 858-3409 (toll free).
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