-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tH154MpJRau7hbowPGGfcxlabZhOsP0HCph99oIquL8Hi4pShDWN1SR1IdJYXp8K weE8HrxT+2U9keRpuftGgg== 0000898430-95-001755.txt : 19950907 0000898430-95-001755.hdr.sgml : 19950907 ACCESSION NUMBER: 0000898430-95-001755 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950906 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07640 FILM NUMBER: 95570594 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 SC 13E4/A 1 AMENDMENT #1 TO SCHEDULE 13E-4 ================================================================================ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 1995 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) VARIAN ASSOCIATES, INC. (NAME OF ISSUER AND PERSON FILING STATEMENT) --------------- COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) --------------- 922204102 (CUSIP NUMBER OF CLASS OF SECURITIES) --------------- JOSEPH B. PHAIR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY VARIAN ASSOCIATES, INC. 3050 HANSEN WAY PALO ALTO, CALIFORNIA 94304-1000 (415) 493-4000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) COPY TO: RICHARD V. SMITH ORRICK, HERRINGTON & SUTCLIFFE THE OLD FEDERAL RESERVE BANK BUILDING 400 SANSOME STREET SAN FRANCISCO, CALIFORNIA 94111 (415) 392-1122 AUGUST 23, 1995 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ================================================================================ This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"), dated August 23, 1995, filed by Varian Associates, Inc., a Delaware corporation (the "Company"), relating to the Company's offer to purchase up to 3,000,000 outstanding shares of its Common Stock, par value $1.00 per share (the "Shares") (including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 25, 1986, as amended, between the Company and The First National Bank of Boston, as the Rights Agent), at a price not greater than $58 nor less than $51 per share, net to the seller in cash, all upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 23, 1995, and related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Statement. ITEM 8. ADDITIONAL INFORMATION. (e) On September 6, 1995, the Company issued a press release, a copy of which is filed as Exhibit (a)(10) hereto and incorporated herein by reference, announcing that it has received orders for its semiconductor manufacturing systems from Samsung Electronics Company, Ltd. of Korea, valued at more than $70 million. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to add the following Exhibit: (a)(10) Press Release of the Registrant, dated September 6, 1995. SIGNATURE After due 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. VARIAN ASSOCIATES, INC. By /s/ ROBERT A. LEMOS ----------------------------- Robert A. Lemos Vice President, Finance and Chief Financial Officer Dated: September 6, 1995 2 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- (a)(10) Press Release of the Registrant, dated September 6, 1995 EX-99.A.10 2 PRESS RELEASE EXHIBIT (a)(10) NEWS [Logo of Varian appears here] RELEASE VARIAN ASSOCIATES, INC., 3050 HANSEN WAY, PALO ALTO, CALIFORNIA 94304-1000 FOR INFORMATION CONTACT: Gary Simpson (415) 424-5782 gary.simpson@whq.varian.com For Immediate Release September 6, 1995 VARIAN RECEIVES $70 MILLION ORDER FROM SAMSUNG FOR SEMICONDUCTOR MANUFACTURING EQUIPMENT Palo Alto, Calif. -- Varian Associates, Inc., today announced that it has received orders for its semiconductor manufacturing systems from Samsung Electronics Company, Ltd. of Korea, valued at more than $70 million. Although specific details of the purchase were not disclosed, it includes state-of-the-art systems for making advanced design chips, as well as machines for high volume manufacturing of more standard devices, according to Varian Executive Vice President Richard A. Aurelio. Aurelio said shipments of the new equipment from Varian's plants in California and Massachusetts, and a recently expanded Korean facility, are scheduled to get under way in the next 60 days and will continue into the first half of 1996. -- more -- "This marks another important milestone in our long working relationship with Samsung, which ranks as one of the great industrial powers of our time," said S.K. Suh, president of Varian Korea Limited. "We are very pleased that our association continues to grow even closer, allowing us to play a significant role in helping Samsung further strengthen its position as a world-class semiconductor manufacturer." In addition to supplying device manufacturing equipment, parts, and service, Suh noted that Varian is partnering with Samsung in a multiphased joint program to develop advanced process technologies and equipment. Now in its fifth year, the current (third) phase of the joint agreement is scheduled to run through 1996. # # # Varian Associates, Inc. based in Palo Alto, Calif. is a $1.5 billion, diversified, high-technology company with core businesses in health care systems, semiconductor manufacturing equipment, and analytical instruments. Press announcements and other information about Varian are available on the Internet via the World Wide Web using a tool such as Netscape or NCSA Mosaic. Type http://www.varian.com at the prompt. -----END PRIVACY-ENHANCED MESSAGE-----