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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement (Amendment No. 1)
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
______________________
AG ASSOCIATES, INC.
______________________
(Name of Subject Company)
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
011-201-801-2510
_________________________
(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 and STEAG
Electronic Systems GmbH
Form or Registration No.: Schedule 14D-1 Date Filed: January 22, 1999
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This Amendment No. 1 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")
and STEAG Electronic Systems GmbH (the "Parent"), 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 10. Additional Information.
The information set forth in Items 10(b), (c) and (f) is
hereby amended and supplemented by the following:
The Parent originally filed a Pre-Merger Notifications and
Report Form with the Federal Trade Commission and the Antitrust Division of the
Department of Justice (the "Antitrust Division") in connection with the Offer on
January 21, 1999. Pursuant to the provisions of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR Act"), the purchase of Shares pursuant to the
Offer is subject to a 15-calendar day waiting period following the filing of the
Pre-Merger Notifications and Report Form. The waiting period relating to the
original filing was scheduled to expire at 11:59 p.m., New York City time, on
February 5, 1999.
On February 3, 1999, in order to provide the Antitrust
Division with additional time to complete its review of the Parent's proposed
acquisition of the Company, the Parent withdrew its original Pre-Merger
Notification and Report Form. On February 4, 1999, the Parent submitted a new
Pre-Merger Notification and Report Form. As a result of the withdrawal and
refiling, a new regulatory waiting period under the HSR Act commenced on
February 4, 1999 and will expire at 11:59 p.m., New York City time, on February
19, 1999, unless such waiting period is earlier terminated by the Antitrust
Division or extended by a request from the Antitrust Division for additional
information or documentary material prior to the expiration of the waiting
period.
On February 4, the Parent issued a press release, the full
text of which is set forth in Exhibit (a)(9) attached hereto and incorporated
herein by reference, regarding the foregoing.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding
immediately following the reference to Exhibit (a)(8) the following:
(a)(9) Press Release issued by Parent on February 4, 1999.
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<TABLE>
<CAPTION>
EXHIBIT LIST
Exhibit
Number
<S> <C>
(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.*
</TABLE>
_______________________
*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 4, 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 4, 1999
MIG ACQUISITION CORPORATION
By: /s/ Hans-Georg Betz
-------------------
Name: Dr. Hans Georg-Betz
Title: Chairman of the Board and President
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EXHIBIT(A)(9)
LETTERHEAD OF STEAG ELECTRONIC SYSTEMS GMBH
FOR IMMEDIATE RELEASE
4 February 1999
STEAG TO REFILE PRE-MERGER NOTIFICATION
IN CONNECTION WITH PROPOSED ACQUISITION OF AG ASSOCIATES
Tender Offer Expiration Date Unchanged
Essen, Germany
STEAG Electronic Systems GmbH today announced that, in order to provide the
Antitrust Division of the Department of Justice with additional time to complete
its review of STEAG's proposed acquisition of AG Associates, Inc. (NASDAQ:
AGAI), STEAG has withdrawn its original Pre-Merger Notification and Report Form
and will submit a new Pre-Merger Notification and Report Form on Thursday,
February 4, 1999. As a result of the withdrawal and refiling, a new regulatory
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR Act") will commence today and will expire at 11:59 p.m. New York City
time, on February 19, 1999. The scheduled expiration date of STEAG's tender
offer for all of the outstanding common stock of AG Associates remains unchanged
at 12:00 midnight on February 19, 1999.
The action was taken after the Antitrust Division asked STEAG and AG
Associates voluntarily to supply certain limited information beyond that
required to be filed with the Pre-Merger Notification and Report Form. STEAG
and AG Associates are in the process of responding to the request and determined
that restarting the 15-calendar day waiting period under the HSR Act was the
preferable way to provide the Antitrust Division with an opportunity to complete
its review. The original waiting period was scheduled to expire at 11:59 p.m.,
February 5, 1999.
On January 22, 1999, STEAG commenced a cash tender offer for all of the
outstanding shares of common stock of AG Associates at $5.50 per share. The
tender offer is being made pursuant to a previously announced merger agreement
between STEAG and AG Associates. The offer is conditioned upon, among other
things, the expiration or earlier termination of the applicable waiting period
under the HSR Act. STEAG's obligation to purchase any shares of common stock of
AG Associates in the tender offer is subject to the valid tender of a number of
shares which, when added to the shares owned by STEAG, represent at least 90
percent of AG Associates common stock then outstanding. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City time,
on Friday, February 19, 1999, unless the offer is extended
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in accordance with the terms of the merger agreement. Corporate Investor
Communications, Inc. is acting as the Information Agent in connection with the
offer.
STEAG Electronic Systems GmbH, through its subsidiaries STEAG AST
Electronik and STEAG MicroTech, is a leading supplier of thermal processing
equipment and wet processing systems for semiconductor and silicon wafer
production. STEAG has over 12 years' experience in the thermal processing
equipment industry, with well over 400 thermal processing equipment systems
now in production worldwide.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer to
Purchase and the related Letter of Transmittal. Additional copies of such
documents can be obtained by contacting the Information Agent at 1-888-206-3388.
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