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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. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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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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<PAGE>
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
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>
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
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>
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
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 among Oerlikon-Buhrle USA, Inc., a Delaware corporation
("Parent"), Volcano Acquisition Corp., a Florida corporation and a wholly
owned subsidiary of Parent ("Offeror") and each of the persons listed on
Schedule A thereto (each a "Major Shareholder"), each Major Shareholder has
appointed irrevocably Parent and Offeror as his proxy to vote in favor of
the Merger Agreement dated as of December 20, 1999 among Parent, Offeror
and Plasma-Therm, Inc., a Florida corporation (the "Company"), and the
merger of the Company with and into the Offeror.
<PAGE>
This Amendment No. 1 to Schedule 14D-1 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed on December 27, 1999 (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. 1 to Schedule
14D-1 also constitutes Amendment No. 1 to the statement on Schedule 13D of
Offeror, Parent and OBH, filed on December 30, 1999.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended by adding thereto
the following statements:
On January 25, 2000, OBH issued a press release announcing that
the Offer has been extended to 12:00 midnight, New York City time, on
January 27, 2000, unless extended further. The press release is filed as
Exhibit (a)(10) hereto and is hereby incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding thereto the
following:
(a)(10) Press Release issued by OBH on January 25, 2000.
<PAGE>
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 27, 2000
OERLIKON-BUHRLE HOLDING AG
By: /s/ Thomas Emch
--------------------------------
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
--------------------------------
Name: Peter Ruof
Title: Secretary
<PAGE>
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
*(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)(10)
OERLIKON-BUHRLE EXTENDS TENDER OFFER FOR PLASMA-THERM, INC.
UNTIL JANUARY 27, 2000
Zurich, Switzerland and St. Petersburg, Fla., Jan. 25--Oerlikon-Buhrle
Holding AG today announced, in connection with its tender offer for all the
outstanding shares of common stock of Plasma-Therm, Inc., that it will
extend the expiration date for its tender offer. The tender offer is
extended until 12:00 midnight, New York City time, on January 27, 2000,
unless extended further. The tender offer had been scheduled to expire at
12:00 midnight, New York City time, on January 25, 2000.
Oerlikon-Buhrle is extending the offer because it is still awaiting
clearance under the Exon-Florio Amendment to the Omnibus Trade and
Competitiveness Act of 1998. Clearance is expected prior to the new
expiration date.
As previously announced, the tender offer by Oerlikon-Buhrle Holding
AG for all outstanding common stock of Plasma-Therm, Inc. is at a price of
$12.50 per share in cash, for a total value of approximately $150 million.
Oerlikon-Buhrle said that it has been informed by the depositary that,
as of 5:00 p.m., New York City time, on January 25, 2000, approximately
10,370,716 shares of Plasma-Therm common stock had been tendered, including
330,802 shares tendered pursuant to the Notice of Guaranteed Delivery,
representing approximately 92.17% of the outstanding Plasma-Therm common
stock.
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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