<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement (Amendment No. 3)
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
___________________________________
AG ASSOCIATES, INC.
______________________
(Name of Subject Company)
STEAG AKTIENGESELLSCHAFT,
STEAG ELECTRONIC SYSTEMS GMBH
AND
MIG ACQUISITION CORPORATION
_________________________________
(Bidders)
Common Stock, without par value
___________________________________
(Title of Class of Securities)
001073 10 5
___________________________________
(CUSIP Number of Class of Securities)
Dr. Peter Lockowandt
STEAG Electronic Systems GmbH
Ruttenscheider Strasse 1-3
45128 Essen, Germany
011-49-201-801-2510
_________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
_________________________________
Copy to:
John W. Campbell III, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
_____________________
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------
$34,116,461.50 $6,823.29
================================================================================
* For the purpose of calculating the fee only, this amount assumes the
purchase of 6,202,993 shares of Common Stock of AG Associates, Inc.
("Shares") at $5.50 per Share.
** 1/50 of 1% of the Transaction Valuation.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $6,823.29 Filing Party: MIG Acquisition Corporation,
STEAG Electronic Systems
GmbH and STEAG
Aktiengesellschaft
Form or Registration No.: Schedule 14D-1 Date Filed: January 22, 1999
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on January 22, 1999 by MIG Acquisition Corporation (the "Purchaser"),
STEAG Electronic Systems GmbH (the "Parent") and STEAG Aktiengesellschaft
("STEAG"), as amended by Amendment Nos. 1 and 2 thereto, relating to the offer
by Purchaser to purchase all outstanding shares of common stock, without par
value (the "Shares"), of AG Associates, Inc., a California corporation, at a
price of $5.50 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated January 22, 1999 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together the Offer to Purchase and any amendments
or supplements thereto, constitute the "Offer"), copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
Item 2. Identity and Background.
Item 2 is hereby amended to add STEAG as a co-bidder.
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EXHIBIT LIST
Exhibit
Number
(a)(1) Form of Offer to Purchase dated January 22, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in The New York Times on January
22, 1999.*
(a)(8) Joint Press Release issued by Parent and the Company on January 19,
1999.*
(a)(9) Press Release issued by Parent on February 4, 1999.*
(c)(1) Agreement and Plan of Merger, dated as of January 18, 1999, among
Parent, Purchaser and the Company.*
(c)(2) Stock Option Agreement, dated as of January 18, 1999, among Parent,
Purchaser and the Company.*
(c)(3) Voting Agreements, dated as of January 18, 1999, January 14, 1999 and
December 16, 1998, among Parent Purchaser and certain shareholders of
the Company.*
(c)(4) Common Stock Option, dated as of January 18, 1999, by the Company.*
(c)(5) Option, dated as of January 14, 1999, among Parent, Company and
Morrison & Foerster LLP.*
_______________________
*Previously Filed
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SIGNATURE
After reasonable 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: February 10, 1999
STEAG ELECTRONIC SYSTEMS GMBH
By: /s/ Hans-Georg Betz
-------------------
Name: Dr. Hans-Georg Betz
Title: President and CEO
SIGNATURE
After reasonable 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: February 10, 1999
MIG ACQUISITION CORPORATION
By: /s/ Hans-Georg Betz
-------------------
Name: Dr. Hans-Georg Betz
Title: Chairman of the Board and President
SIGNATURE
After reasonable 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: February 10, 1999
STEAG AKTIENGESELLSCHAFT
By: /s/ JOCHEN MELCHIOR
-------------------
Name: Dr. Jochen Melchior
Title: Chairman of the Management Board
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