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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A No. 1
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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AG Associates, Inc.
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(Name of Subject Company)
AG Associates, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, no par value
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(Title of Class of Securities)
001073 10 5
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(CUSIP Number)
Arnon Gat
Chairman and Chief Executive Officer
AG Associates, Inc.
4425 Fortran Drive
San Jose, California 95134-2300
(408) 935-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
with copies to
Jay L. Margulies
Carissa C. W. Coze
Thelen Reid & Priest LLP
2 Embarcadero Center, Suite 2100
San Francisco, CA 94111
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This Amendment No. 1 to Schedule 14D-9 ("Amendment No. 1") amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9"), filed with the Securities and Exchange Commission (the
"Commission") on January 22, 1999, by AG Associates, Inc., a California
corporation (the "Company"). The Schedule 14D-9 and this Amendment No. 1 relate
to the cash tender offer (the "Offer") by MIG Acquisition Corporation, a
Delaware corporation ("Purchaser"), which is a wholly owned subsidiary of STEAG
Electronic Systems GmbH, a German business entity ("Parent"), to purchase all of
the issued and outstanding shares of Common Stock, no par value, of the Company
at $5.50 per share, net to the seller in cash without interest. The terms and
conditions of the Offer are set forth in Purchaser's Offer to Purchase dated
January 22, 1999, and the related Letter of Transmittal (which together with any
amendments or supplements thereto constitute the "Offer Documents"), copies of
which were filed as Exhibits to the Schedule 14D-9 and to the Schedule 14D-1, as
amended, filed with the Commission by Purchaser, Parent and Steag
Aktiengesellschaft (collectively, the "Bidders").
Capitalized terms used herein without definition have the meanings
given to them in the Offer Documents.
Item 2. Tender Offer of the Bidder.
Item 2 is hereby amended and supplemented by the following:
At 12:00 midnight, New York City time, on February 19, 1999, the Offer
expired. Based on information provided by the Depositary, 5,682,244 Shares were
tendered to Purchaser in the Offer, of which 565,886 Shares were tendered by
notices of guaranteed delivery. On February 22, 1999, all Shares validly
tendered to Purchaser and not withdrawn prior to the expiration of the Offer
were accepted for payment. As a result, Purchaser now owns approximately 91.0%
of the outstanding Shares. A copy of the press release issued by Parent
announcing the expiration of the Offer and the acceptance for payment of validly
tendered Shares is attached hereto as Exhibit 13 and is incorporated herein by
this reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding the following
exhibit:
Exhibit Description
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13 Press Release issued by Parent on February 22, 1999
(incorporated by reference from Amendment No. 4 to the
Tender Offer Statement on Schedule 14D-1, filed by the
Bidders on February 22, 1999)
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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.
Date: February 22, 1999
AG Associates, Inc.
By: /s/ Kirk W. Johnson
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Name: Kirk W. Johnson
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Title: Vice President, Finance and
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Chief Financial Officer
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