UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
PLASMA-THERM, INC.
- ----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- ----------------------------------------------------------------------------
(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
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 10, 2000
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(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 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 727900102 Page 2 of 6 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 (SEE ITEM 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH (SEE ITEM 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(SEE ITEM 5)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 727900102 Page 3 of 6 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 (SEE ITEM 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH (SEE ITEM 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 3 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on
December 30, 1999, as amended and supplemented by (i) Amendment No. 1 filed
on January 27, 2000, and (ii) Amendment No. 2 filed on January 28, 2000
(the "Schedule 13D") by Oerlikon-Buhrle Holding AG, a company organized
under the laws of Switzerland ("OBH"), Oerlikon-Buhrle USA, Inc., a
Delaware corporation ("OBUSA") and a wholly-owned subsidiary of OBH, and
Volcano Acquisition Corp., a Florida corporation ("Merger Sub") and a
direct wholly owned subsidiary of OBUSA, relating to the tender offer by
Merger Sub to purchase all of the outstanding shares of common stock, par
value $.01 per share ("Issuer Common Stock"), of Plasma-Therm, Inc., a
Florida corporation (the "Issuer"), at $12.50 per Share in cash without
interest, and the subsequent merger (the "Merger") of Merger Sub with and
into Issuer upon the terms and subject to the conditions set forth in the
Agreement and Plan of Merger, dated as of December 20, 1999, by and among
OBUSA, Issuer and Merger Sub (the "Merger Agreement"). The Schedule 13D is
hereby amended as follows:
Item 4 and Items 5(a)-(c) are hereby amended and supplemented by the
addition of the following information:
On March 10, 2000, pursuant to the terms and conditions of the Merger
Agreement, Merger Sub was merged with and into the Issuer such that Issuer
became a wholly-owned subsidiary of Oerlikon-Buhrle USA, Inc. By virtue of
the Merger, each Share (other than Shares held by Issuer or OBUSA or any of
their respective subsidiaries and other than Shares held by shareholders,
if any, who perfected their appraisal rights under the Florida Business
Corporation Act) was converted into the right to receive $12.50 in cash,
without interest thereon. Each share of the common stock, par value $.01
per share, of Merger Sub was, by virtue of the Merger, converted into one
share of the common stock of the Issuer. As a result of the Merger, OBUSA
now beneficially owns 100% of the outstanding shares of common stock of
Issuer.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 99.1 -- Press Release, issued March 10, 2000
Page 4 of 6 Pages
<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: March 10, 2000
Page 5 of 6 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 99.1 -- Press Release, issued March 10, 2000
Page 6 of 6 Pages
EXHIBIT 99.1
OERLIKON-BUHRLE COMPLETES ACQUISITION OF
PLASMA-THERM, INC.
Zurich, Switzerland, Mar. 10 -- Oerlikon-Buhrle Holding AG ("OBH") today
announced that Oerlikon-Buhrle USA, Inc., an indirect wholly-owned
subsidiary of OBH, has completed the acquisition of Plasma-Therm, Inc.
through a merger.
In late January, OBH completed a tender offer in which it purchased
approximately 94.5% of the outstanding shares of common stock, par value
$0.01 per share (the "Shares") of Plasma-Therm for $12.50 per share in
cash. Each of the remaining publicly held Shares has now been converted
into the right to receive $12.50 in cash, without interest.
For further information, please contact:
Oerlikon-Buhrle Holding AG, Linda Forster Hany,
Head of Corporate Communications
Tel: 011-41-1-360-96-02
Fax: 011-41-1-360-96-53
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