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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement (Amendment No. 2)
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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AG ASSOCIATES, INC.
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(Name of Subject Company)
STEAG ELECTRONIC SYSTEMS GMBH
AND
MIG ACQUISITION CORPORATION
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(Bidders)
Common Stock, without par value
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(Title of Class of Securities)
001073 10 5
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(CUSIP Number of Class of Securities)
Dr. Peter Lockowandt
STEAG Electronic Systems GmbH
Ruttenscheider Strasse 1-3
45128 Essen, Germany
011-201-801-2510
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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Copy to:
John W. Campbell III, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------
<S> <C>
$34,116,461.50 $6,823.29
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</TABLE>
* 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. 2 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"), as amended by Amendment No. 1
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 3. Past Contacts, Transactions or Negotiations With the Subject
Company.
The information set forth in Item 3(b) is hereby amended and
supplemented by the following:
The fifth sentence of the fifth paragraph of Section 7
entitled "Certain Information Concerning the Company" of the Offer to Purchase
and incorporated by reference into Item 3(b) is hereby amended in its entirety
as follows:
"NEITHER PARENT NOR PURCHASER ASSUMES ANY RESPONSIBILITY FOR
THE ACCURACY OR VALIDITY OF THE FOREGOING PROJECTIONS."
Item 10. Additional Information.
The information set forth in Items 10(a) and (f) is hereby
amended and supplemented by the following:
Subclause (4) of Section 2 entitled "Certain Conditions of
the Offer" of the Offer to Purchase and incorporated by reference into Item
10(f) of Schedule 14D-1 is hereby amended in its entirety as follows:
(4) at any time prior to the expiration date of the Offer,
any of the following events or conditions occurs or exists:
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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.*
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*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 5, 1999
STEAG ELECTRONIC SYSTEMS GMBH
By: /s/ Hans-Georg Betz
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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 5, 1999
MIG ACQUISITION CORPORATION
By: /s/ Hans-Georg Betz
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Name: Dr. Hans Georg-Betz
Title: Chairman of the Board and President
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