<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement (Amendment No. 4--Final Amendment)
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Schedule 13D Statement/1/
Pursuant to Section 13(d)
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
<TABLE>
<CAPTION>
=======================================================================================================================
Transaction Valuation* Amount of Filing Fee**
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<S> <C>
$34,116,461.50 $6,823.29
=======================================================================================================================
</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.
- ------------------------------
/1/ This Statement also constitutes the Statement on Schedule 13D of STEAG
Aktiengesellschaft, STEAG Electronic Systems GmbH and MIG Acquisition
Corporation filed with respect to the shares of Common Stock of AG Associates,
Inc., a California corporation, acquired pursuant to the Offer to Purchase dated
January 22, 1999, as supplemented to date.
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE>
CUSIP No. None 14D-1/13D
- ------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above Persons
STEAG Aktiengesellschaft
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [_]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Organized under the laws of the Federal Republic of Germany
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly through MIG Acquisition Corporation, its
wholly-owned subsidiary: 5,682,244 shares of Common Stock
(including approximately 565,886 shares subject to guarantee
of delivery)
- ------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
- ------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
91.0%
- ------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
OO
- ------------------------------------------------------------------------------
2
<PAGE>
CUSIP No. None 14D-1/13D
- ------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above Persons
STEAG Electronic Systems GmbH
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
AF; WC
- ------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [_]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Organized under the laws of the Federal Republic of Germany
- ------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly through MIG Acquisition Corporation, its
wholly-owned subsidiary: 5,682,244 shares of Common Stock
(including approximately 565,886 shares subject to guarantee
of delivery)
- ------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
- ------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
91.0%
- ------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
OO
- ------------------------------------------------------------------------------
3
<PAGE>
CUSIP No. None 14D-1/13D
- ------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above Persons
MIG Acquisition Corporation
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
AF
- ------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [_]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
State of Delaware
- ------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Directly: 5,682,244 shares of Common Stock (including
approximately 565,886 shares subject to guarantee of
delivery)
- ------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[_]
- ------------------------------------------------------------------------------
9. Percent of Class Represented by amount in Row (7)
91.0%
- ------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
- ------------------------------------------------------------------------------
4
<PAGE>
This Amendment No. 4 (Final Amendment) constitutes the final amendment
to 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, 2 and 3 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 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended and supplemented by the
following:
"The total amount of funds required by the Purchaser to
purchase 5,682,244 Shares accepted for payment pursuant to the Offer, excluding
related fees and expenses, is $31,252,342. The Purchaser is obtaining such funds
from capital contributions from Parent."
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by the following:
At 12:00 midnight, New York City time, on Friday, February
19, 1999 the Offer expired. Based on information provided by the Depositary,
approximately 5,682,244 Shares were tendered pursuant to the Offer, of which
565,886 Shares were tendered pursuant to notices of guaranteed delivery. On
February 22, 1999, all Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. The acceptance of such
tendered Shares resulted in Purchaser owning approximately 91.0% of the
outstanding Shares. A copy of a press release announcing the expiration of the
Offer and the acceptance for payment of validly tendered Shares is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
Item 10. Additional Information.
Item 10 (b) and (c) is hereby amended and supplemented by
the following:
On February 22, 1999, Parent issued a press release
announcing, among other things, that the waiting period under the HSR Act
applicable to the Offer expired at 11:59 p.m., New York City time, on February
19, 1999, without further action by the Antitrust Division. A copy of the press
release issued by Parent on February 22, 1999 is filed herewith as Exhibit
(a)(10) and is incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition
of the following exhibits thereto:
Exhibit (a)(10) Press Release issued by Parent on
February 22, 1999.
Exhibit (a) (11) Joint Filing Agreement dated as of
February 22, 1999.
5
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EXHIBIT LIST
<TABLE>
<CAPTION>
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.*
(a)(10) Press Release issued by Parent on February 22, 1999
(a)(11) Joint Filing Agreement dated as of February 22, 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
6
<PAGE>
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 22, 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 22, 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 22, 1999
STEAG AKTIENGESELLSCHAFT
By: /s/Jochen Melchior
-------------------
Name: Dr. Jochen Melchior
Title: Chairman of the Management Board
7
<PAGE>
EXHIBIT - 99.(a)(10)
LETTERHEAD OF STEAG ELECTRONIC SYSTEMS GMBH
FOR IMMEDIATE RELEASE
22 February 1999
WAITING PERIOD UNDER HART-SCOTT-RODINO EXPIRES
STEAG COMPLETES CASH TENDER OFFER FOR AG ASSOCIATES
Essen, Germany
STEAG Electronic Systems GmbH today announced that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") applicable
to its cash tender offer for all of the outstanding shares of common stock of AG
Associates, Inc. (NASDAQ: AGAI) at $5.50 per share expired at 11:59 p.m., New
York City time, on Friday, February 19, 1999, without further action by the
Antitrust Division of the United States Department of Justice.
STEAG today also announced that it has successfully completed its tender
offer for the outstanding shares of common stock of AG Associates at $5.50 net
per share. The offer expired, as scheduled, at 12:00 midnight, New York City
time, on Friday, February 19, 1999.
As of the expiration of the tender offer, based on information provided
by the Depositary, BankBoston, N.A., approximately 5,682,244 shares of AG
Associates had been tendered and not withdrawn. This includes 565,886 shares
tendered pursuant to notices of guaranteed delivery that have not yet been
delivered. On February 22, 1999, all shares validly tendered and not withdrawn
were accepted for payment. These tendered shares represent approximately 91.0%
of the outstanding shares of common stock of AG Associates. The shares of AG
Associates not tendered will shortly be converted into the right to receive
$5.50 net per share pursuant to a short-form merger between AG Associates and
a STEAG subsidiary.
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.
<PAGE>
Exhibit 99.(a)(11)
JOINT FILING AGREEMENT
----------------------
In accordance with 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named blow agree to the joint filing on behalf of each of
them of statements on Schedule 13D (including amendments thereto) with respect
to the shares of common stock, no par value, of AG Associates, Inc. and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned being duly authorized, have
executed this Joint Filing Agreement this 22nd day of February, 1999.
Dated: February 22, 1999
STEAG ELECTRONIC SYSTEMS GMBH
By: /s/Hans-George Betz
-------------------
Name: Dr. Hans-Georg Betz
Title: President and CEO
MIG ACQUISITION CORPORATION
By: /s/Hans-George Betz
-------------------
Name: Dr. Hans-Georg Betz
Title: Chairman of the Board and President
STEAG AKTIENGESELLSCHAFT
By: /s/Jochen Melchior
------------------
Name: Dr. Jochen Melchior
Title: Chairman of the Management Board
