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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
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
OPAL, INC.
(Name of Subject Company)
ORION CORP. I
APPLIED MATERIALS, INC.
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
683474-10-0
(CUSIP Number of Class of Securities)
JOSEPH J. SWEENEY, ESQ.
APPLIED MATERIALS, INC.
2881 SCOTT BLVD.
SANTA CLARA, CALIFORNIA 95050
(408) 727-5555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
COPY TO:
DAVID FOX, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
filed on November 26, 1996, as amended (the "Schedule 14D-1") by Applied
Materials, Inc., a Delaware corporation, and its wholly owned subsidiary,
Orion Corp. I, a Delaware corporation (the "Purchaser"), relating to the
Purchaser's tender offer for all of the outstanding shares of common stock,
par value $.01 per share, of Opal, Inc., a Delaware corporation. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given such terms in the Schedule 14D-1.
Item 10. Additional Information.
The first paragraph of Section 2 of the Offer to Purchase is hereby deleted
and the following paragraph is inserted in lieu thereof:
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), the Purchaser will purchase, by accepting
for payment, and will pay for, all Shares validly tendered prior to the
Expiration Date (and not properly withdrawn in accordance with Section
4) promptly after the later to occur of (i) the Expiration Date and (ii)
the satisfaction or waiver of the conditions related to regulatory
approvals referred to in sub-clauses (i), (iii), (iv), (v) and (vi) of the
first paragraph of Section 14. Subject to the applicable rules of the
Commission and the terms of the Merger Agreement, the Purchaser expressly
reserves the right to delay acceptance for payment of, or payment for,
Shares pending receipt of any such regulatory approvals specified in
Section 14, including approvals under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"). See Sections 14
and 15. The Purchaser understands that, in accordance with the applicable
rules of the Commission, any delay in accepting Shares regardless of cause
may not exceed an "unreasonable length of time." Accordingly, if it
appears at the time that the Offer is scheduled to expire that any
regulatory approvals specified in Section 14 hereof are not likely to be
obtained within a reasonable length of time thereafter, the Purchaser
will either (i) extend the Offer or (ii) terminate the Offer.
The Purchaser hereby amends Section 14 to provide that the Purchaser
cannot assert any of the conditions set forth in Section 14 (other than
those related to regulatory approvals) after the Expiration Date.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 13, 1996
ORION CORP. I
BY: /s/ Nancy H. Handel
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Name: Nancy H. Handel
Title: President and Chief
Executive Officer
APPLIED MATERIALS, INC
BY: /s/ Joseph J. Sweeney
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Name: Joseph J. Sweeney
Title: Vice President
