-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GP2eU22TdcoSWKdO0a9VuSschtp20PzQPFaDo2YpCObk85o6BBhklfpMAqAygK1v lgdxqrpXQXdHN2awdBCfzQ== 0001004402-98-000044.txt : 19980126 0001004402-98-000044.hdr.sgml : 19980126 ACCESSION NUMBER: 0001004402-98-000044 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980123 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-07640 FILM NUMBER: 98511718 BUSINESS ADDRESS: STREET 1: 3050 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1000 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 3050 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1000 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUND SHORE MANAGEMENT INC /CT/ CENTRAL INDEX KEY: 0000820124 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132509799 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DR CITY: GREENWICH STATE: CT ZIP: 06836 MAIL ADDRESS: STREET 1: PO BOX 1810 STREET 2: 8 SOUND SHORE DRIVE CITY: GREENWICH STATE: CT ZIP: 06836 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Varian Associates, Inc. ------------------------------- (Name of Issuer) Common Stock, Par Value $1.00 per share ---------------------------------------- (Title of Class of Securities) 922204102 ---------------- (CUSIP Number) Check the following box if a fee is being paid with this statement /X/. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1 and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 922204102 ----------------------------------------------------------------- 1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of above Person Sound Shore Management, Inc. ----------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) /_/ (b) /_/ ----------------------------------------------------------------- 3) SEC Use Only ----------------------------------------------------------------- 4) Citizenship or Place of Organization Delaware Corporation ----------------------------------------------------------------- Number of Shares (5) Sole Voting Beneficially Owned Power 1,505,800 by Each Reporting -------------------------------------------- Person With (6) Shared Voting Power 32,200 -------------------------------------------- (7) Sole Dispositive Power 1,649,000 -------------------------------------------- (8) Shared Dispositive Power Not applicable -------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,649,000 --------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) --------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row (9) 5.5% --------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) IA ----------------------------------------------------------------- Item 1 (a) Name of Issuer Varian Associates, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices 3050 Hansen Way Palo Alto, CA 94304-1000 Item 2 (a) Name of Person Filing Sound Shore Management, Inc. Item 2 (b) Address of Principal Business Office, if none, Residence 8 Sound Shore Drive Greenwich, CT 06836 Item 2 (c) Citizenship Delaware Corporation Item 2 (d) Title of Class of Securities Common Stock, Par Value $1.00 per share Item 2 (e) CUSIP Number 922204102 Item 3 If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a (a) ( ) Broker or Dealer registered under section 15 of the Act (b) ( ) Bank as defined in Section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act (e) (X) Investment Adviser registered under Section 203 of the Investment Adviser Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund sec. 240.13d-1(b)(1)(ii)(F) (g) ( ) Parent Holding Company, in accordance with 240.13d-1 (b)(ii)(G) (Note: See Item 7) (h) ( ) Group, in accordance with 240.13d-1(b)(1)(ii)(H) Item 4 Ownership (a) Amount Beneficially Owned: 1,649,000 shares (b) Percent of Class: 5.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,505,800 (ii) shared power to vote or to direct the vote: 32,200 (iii) sole power to dispose or to direct the disposition of: 1,649,000 (iv) shared power to dispose or to direct the disposition of: Not applicable Item 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_/. Item 6 Ownership of More than Five Percent on Behalf of Another Person Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the security Being Reported on By the Parent Holding Company Not applicable Item 8 Identification and Classification of Members of the Group Not applicable Item 9 Notice of Dissolution of Group Not applicable Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. January 15, 1998 - ------------------------------------ Date /s/ Shanna S. Sullivan - ------------------------------------ Signature Shanna S. Sullivan, Vice President - ------------------------------------ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----