-----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, I1QjkbgN7uUkP6WubOq7zFGDj2fKk583+6yLnqPo3MtJK4BmUerjv9gUGR/48uDv BG+6It6jeAYLPlimcJv5xw== 0000898430-95-001898.txt : 19951002 0000898430-95-001898.hdr.sgml : 19951002 ACCESSION NUMBER: 0000898430-95-001898 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950926 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: 95576178 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 #3 TO SCHEDULE 13E-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1995 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 3 (FINAL AMENDMENT) 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. 3 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4, dated August 23, 1995, as amended and supplemented by Amendment No. 1, dated September 6, 1995, and by Amendment No. 2, dated September 11, 1995 (collectively, the "Statement"), filed with the Securities and Exchange Commission by Varian Associates, Inc., a Delaware corporation (the "Company"), relating to the Company's offer to purchase (the "Offer") 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 (the "Offer to Purchase"), and related Letter of Transmittal (the "Letter of Transmittal"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Statement. ITEM 1. SECURITY AND ISSUER. The Offer expired at 12:00 midnight, New York City time, on Wednesday, September 20, 1995. The Company has elected to purchase 3,135,492.343 Shares at a Purchase Price of $56.50. The number of Shares to be purchased includes an additional 135,492.343 Shares that the Company has determined to purchase under the Offer, in accordance with the terms and conditions of the Offer to Purchase and the Letter of Transmittal. There will be no proration of Shares necessary. ITEM 8. ADDITIONAL INFORMATION. (e) On September 21, 1995, the Company issued a press release, a copy of which is filed as Exhibit (a)(11) hereto and incorporated herein by reference. On September 26, 1995, the Company issued a press release, a copy of which is filed as Exhibit (a)(12) hereto and incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to add the following Exhibits: (a)(11) Press Release of the Registrant, dated September 21, 1995. (a)(12) Press Release of the Registrant, dated September 26, 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/ JOSEPH B. PHAIR ------------------------------------- Joseph B. Phair Vice President, General Counsel and Secretary Dated: September 26, 1995 2 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- (a)(11) Press Release of the Registrant, dated September 21, 1995 (a)(12) Press Release of the Registrant, dated September 26, 1995 3 EX-99.A.11 2 PRESS RELEASE DATED 9/21/95 EXHIBIT (a)(11) 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 21, 1995 VARIAN ASSOCIATES COMPLETES DUTCH AUCTION SELF TENDER OFFER Palo Alto, Calif. -- Varian Associates, Inc., today announced that its "dutch auction" self tender offer to buy back up to 3 million shares of its common stock was successfully completed at midnight New York City time, on September 20, 1995. Based on a preliminary count at the time of expiration, the company said it expects to purchase approximately 3.14 million shares, which were properly tendered and not withdrawn, at a price of $56 1/2 per share. Varian said the purchase of the additional 140,000 shares, is permitted under the terms of the tender offer. The company added that, under the regulations of the Securities -more- and Exchange Commission, it was not required to extend the length of the tender offer period as a result of this increase in the maximum number of shares to be purchased. Varian said the determination of the actual number of shares to be purchased and the purchase price are subject to final confirmation of the proper or guaranteed delivery of all shares tendered and not withdrawn. Payment for the shares accepted, and return of all other shares tendered but not accepted, will occur as soon as practicable, according to the company. # # # Palo Alto-based Varian Associates, Inc., is a diversified, $1.5 billion, high- technology company with core businesses in health care systems, semiconductor equipment, and analytical instruments that provide products and services to worldwide markets. 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. 4 EX-99.A.12 3 PRESS RELEASE DATED 9/26/95 EXHIBIT (a)(12) 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 26, 1995 VARIAN ANNOUNCES FINAL RESULTS OF DUTCH AUCTION SELF TENDER OFFER Palo Alto, Calif. -- Varian Associates, Inc., today announced that it has accepted for purchase 3,135,492 shares of its common stock at $56-1/2 per share, under the terms of its "dutch auction" self tender offer which was completed at midnight New York City time on September 20, 1995. According to the company, all shares properly tendered at or below $56-1/2 per share were purchased, without proration. Varian will have approximately 31 million shares outstanding after the purchase has been completed. The company said the depository for the tender offer, The First National Bank of Boston, expects to begin delivering payment for the shares accepted for purchase by the end of the week. # # # Palo Alto-based Varian Associates, Inc., is a diversified, $1.5 billion, high- technology company with core businesses in health care systems, semiconductor equipment, and analytical instruments that provide products and services to worldwide markets. 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----