-----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, E3j0v/1qte2QikRY6dwVAh++bVTvQwHwEfxKxW2qveLOpCKK4LHH7blntQ7U8A54 RUQcBEAt/eIkIb/Mwfz6mA== 0000097745-98-000028.txt : 19980527 0000097745-98-000028.hdr.sgml : 19980527 ACCESSION NUMBER: 0000097745-98-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980526 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & SHARPE MANUFACTURING CO /DE/ CENTRAL INDEX KEY: 0000014637 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 050113140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11539 FILM NUMBER: 98631598 BUSINESS ADDRESS: STREET 1: PO BOX 456 STREET 2: PRECISION PK - 200 FRENCHTOWN RD CITY: NORTH KINGSTOWN STATE: RI ZIP: 02852 BUSINESS PHONE: 4018862000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 SC 13D/A 1 SCHEDULE 13D A1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Brown & Sharpe Manufacturing Company (Name of Issuer) Class A Common Stock, par value $1.00 per share (Title of Class of Securities) 115223 10 9 (CUSIP Number) Seth H. Hoogasian, Esq. Thermo Electron Corporation General Counsel 81 Wyman Street (781) 622-1000 Waltham, MA 02254-9046 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. * 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 (the "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).
- ------------------------------------------------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Electron Corporation IRS No. 04-2209186 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES 743,800 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 743,800 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 10 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 743,800 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.77% - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON * CO - ------------------------------------------------------------------------------------------------------------------------
Thermo Electron Corporation (the "Reporting Person") hereby amends its statement on Schedule 13D relating to the shares of Class A Common Stock, par value $1.00 per share (the "Shares"), of Brown & Sharpe Manufacturing Company (the "Issuer"), as set forth below. Item 2. Identity and Background. The first paragraph of Item 2 is hereby amended and restated in its entirety as follows: This Amendment is being filed by the Reporting Person to reflect a change in the information set forth herein under Item 4. Item 4. Purpose of Transaction Item 4 is hereby amended and restated in its entirety as follows: The Reporting Person made its equity investment in the Issuer with a view towards a possible acquisition of the Issuer. The Reporting Person, through its majority-owned subsidiary Thermo Optek Corporation, made a proposal to the Issuer in March 1998 for a possible acquisition. The Issuer rejected the proposal and informed the Reporting Person that the Issuer's Board of Directors has determined that the best means for providing long-term value to its shareholders is to independently pursue its business plan rather than to sell the company. The Reporting Person will pursue an acquisition only with the consent of the Issuer's Board of Directors. On May 26, 1998, the Reporting Person proposed to the Issuer an increase in the price per share that it would consider paying for the outstanding Shares in a merger. The proposal set forth in the letter to the Issuer will remain in effect until June 5, 1998. If by that date the Issuer has not expressed its willingness to discuss a potential merger, the Reporting Person stated in the letter that it would assume that the Issuer is not interested in a sale to it or to anyone else, at any price. The Reporting Person further stated that it believes such a position would not be in the best interests of the Issuer's shareholders, and would plan to commence selling some or all of its Shares. The Reporting Person reserves the right to dispose of such Shares from time to time, on the open market or otherwise. Conditions relevant to any future action may include plans of the management of the Issuer, if any, with respect to the Issuer, including a possible sale of the company, the market performance of the Issuer's common stock, then current market and economic conditions, and the Issuer's then current or prospective financial performance. Any acquisition of the Issuer by the Reporting Person would result in the Reporting Person obtaining control of the Issuer and the Issuer becoming a direct or indirect subsidiary of the Reporting Person. Except as set forth in this Item 4, neither the Reporting Person nor, to the Reporting Person's knowledge, any of the executive officers or directors of the Reporting Person has any current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person and such other persons do not rule out the possibility of effecting or seeking to effect any such actions in the future. Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby amended and restated in its entirety as follows: (a) The Reporting Person beneficially owns 743,800 Shares, or approximately 5.77% of the outstanding Shares. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own no Shares. Item 7. Material to Be Filed as Exhibits Item 7 is hereby amended to include the additional exhibit listed below: (iv) Letter dated May 26, 1998 from Earl R. Lewis, President and Chief Executive Officer of Thermo Instrument Systems Inc., to Frank T. Curtin, Chairman, President and Chief Executive Officer of the Issuer. Signature After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: May 26, 1998 THERMO ELECTRON CORPORATION /s/ Sandra L. Lambert By: Sandra L. Lambert Secretary Exhibit (iv) [THERMO INSTRUMENT SYSTEMS INC. LETTERHEAD] May 26, 1998 Mr. Frank T. Curtin President and Chief Executive Officer Brown & Sharpe Manufacturing Company Precision Park 200 Frenchtown Road North Kingstown, RI 02852 Dear Frank: We are disappointed by your letter of April 7, stating that you are not interested in discussing a potential merger with our Thermo Optek subsidiary. We continue to believe that such a merger would be ideal for both of our companies. In that regard, we are willing to raise our proposed price from $13.50 to $15.50 per share. Although this letter obviously does not constitute a legally binding offer to buy Brown & Sharpe, we hope that the increased price will be considered very seriously by you and your Board of Directors. The proposal represented by this letter will remain in effect until June 5, 1998; if by then you have not informed us that you are willing to discuss a potential merger, we will assume that you are not interested in a sale to us or to anyone else, at any price. As we feel that such a position would not be in the best interests of your shareholders, we would no longer want to remain a significant investor in Brown & Sharpe and would plan to commence selling some or all of our Brown & Sharpe shares. I look forward to hearing from you shortly. Sincerely, /s/ Earl R. Lewis Earl R. Lewis President and Chief Executive Officer LG-1376 -----END PRIVACY-ENHANCED MESSAGE-----