-----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, OD0uNcUoqvS8YgwUmFBQbKJKgswEm4ZHsiD40OsTbMveWafeKyuWI5d7+TrGSfZw RkaFqgSbv0Y14N7I6FVIyg== /in/edgar/work/20000630/0000950135-00-003491/0000950135-00-003491.txt : 20000920 0000950135-00-003491.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003491 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: [3590 ] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 666792 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: [3590 ] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 666793 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 SC TO-T/A 1 scto-ta.txt THERMEDICS INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ----------------------- THERMEDICS INC. (Name of Subject Company) THERMO ELECTRON CORPORATION (Offeror) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 883901 10 0 (CUSIP Number of Class of Securities) Seth H. Hoogasian, Esq. General Counsel Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02454-9046 (781) 622-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) with a copy to: David E. Redlick, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 ----------------------- 2 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] 3 This Amendment No. 6 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed by Thermo Electron Corporation, a Delaware corporation (the "Acquiror" or "Thermo Electron") on May 1, 2000 (the "Schedule TO"). The Schedule TO relates to the offer by Thermo Electron to exchange shares of common stock of the Acquiror, par value $1.00 per share (the "Thermo Electron Shares"), for shares of common stock, par value $0.10 per share (the "Shares"), of Thermedics Inc., a Massachusetts corporation (the "Company" or "Thermedics"), at an exchange ratio of 0.45 Thermo Electron Shares for each Share (along with cash in lieu of fractional Thermo Electron Shares) upon the terms and subject to the conditions set forth in the Prospectus dated June 28, 2000 (the "Prospectus"), incorporated herein by reference as Exhibit 12(a)(16), and in the related Letter of Transmittal (which, together with the Prospectus, and any amendments or supplements thereto, collectively constitute the "Offer"), which is incorporated herein by reference as Exhibit 12(a)(2). The information in the Prospectus under the captions "Questions And Answers About The Exchange Offer And The Merger", "Summary", "Risk Factors", "Information About Thermo Electron and Thermedics", "Background To The Exchange Offer And The Merger", "The Exchange Offer", "Market Prices And Dividends", "The Merger; Appraisal Rights", "Federal Income Tax Consequences", "Comparison Of The Rights Of Holders Of Our Common Stock And The Rights Of Holders Of Thermedics Common Stock", "Transactions With Related Parties", "Where You Can Find More Information" and "Thermo Electron Corporation Pro Forma Consolidated Condensed Financial Statements (Unaudited)" and Annex A to the Prospectus ("Directors And Executive Officers Of Thermo Electron And Thermedics") is incorporated herein by reference as set forth in the Schedule TO. On June 30, 2000, Thermo Electron issued the press release filed as Exhibit 12(a)(17) hereto. The information in the press release is incorporated herein by reference and amends Items 1 through 11 in the Schedule TO. On June 30, 2000, Thermo Electron completed the merger of Thermedics into Thermo Electron (the "Merger"). All of the approximately 1,885,423 shares not owned by Thermo Electron following the acceptance of shares tendered in the offer have been converted, subject to appraisal rights, into the right to receive Thermo Electron Shares (along with cash in lieu of fractional Thermo Electron Shares) pursuant to the Merger. 4 ITEM 12. EXHIBITS. (a)(1) Prospectus dated May 1, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(2) Form of Letter of Transmittal (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(3) Form of Notice of Guaranteed Delivery (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(7) Press Release issued by Thermo Electron on January 31, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on January 31, 2000). (a)(8) Slide Presentation of Thermo Electron to Financial Analysts (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on February 7, 2000). (a)(9) Press Release issued by Thermo Electron on March 8, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on March 8, 2000). (a)(10) Press Release issued by Thermo Electron on April 13, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on April 13, 2000). (a)(11) Press Release issued by Thermo Electron on May 30, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on May 30, 2000). (a)(12) Press Release issued by Thermo Electron on June 9, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 9, 2000) (a)(13) Prospectus dated June 14, 2000 (incorporated herein by reference to Thermo Electron's Amendment No. 1 to Registration Statement on Form S-4 filed on June 14, 2000 (File No. 333-35982)). (a)(14) Press Release issued by Thermo Electron on June 26, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 26, 2000). (a)(15) Prospectus dated June 27, 2000 (incorporated herein by reference to Thermo Electron's Amendment No. 2 to Registration Statement on Form S-4 filed on June 27, 2000 (File No. 333-35982)). (a)(16) Prospectus dated June 28, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 424(b)(3) on June 29, 2000 (File No. 333-35982)). (a)(17) Press Release issued by Thermo Electron on June 30, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 30, 2000). (a)(18) Form of Letter to Former Stockholders (a)(19) Form of Notice of Merger and Appraisal Rights (a)(20) Form of Letter of Transmittal (b) None. (d) None. (g) None. (h) Opinion of Hale and Dorr LLP as to the material United States federal income tax consequences of the exchange offer and the merger (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). 5 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. THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi --------------------------------- Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer Date: June 30, 2000 6 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 12(a)(1) Prospectus dated May 1, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(2) Form of Letter of Transmittal (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(3) Form of Notice of Guaranteed Delivery (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000) 12(a)(7) Press Release issued by Thermo Electron on January 31, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on January 31, 2000) 12(a)(8) Slide Presentation of Thermo Electron to Financial Analysts (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on February 7, 2000) 12(a)(9) Press Release issued by Thermo Electron on March 8, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on March 8, 2000 12(a)(10) Press Release issued by Thermo Electron on April 13, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on April 13, 2000 12(a)(11) Press Release issued by Thermo Electron on May 30, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on May 30, 2000) 12(a)(12) Press Release issued by Thermo Electron on June 9, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 9, 2000) 12(a)(13) Prospectus dated June 14, 2000 (incorporated herein by reference to Thermo Electron's Amendment No. 1 to Registration Statement on Form S-4 filed on June 14, 2000 (File No. 333-35982)). 12(a)(14) Press Release issued by Thermo Electron on June 26, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 26, 2000) 12(a)(15) Prospectus dated June 27, 2000 (incorporated herein by reference to Thermo Electron's Amendment No. 2 to Registration Statement on Form S-4 filed on June 27, 2000 (File No. 333-35982)). 12(a)(16) Prospectus dated June 28, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 424(b)(3) on June 29, 2000 (File No. 333-35982)). 12(a)(17) Press Release issued by Thermo Electron on June 30, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 30, 2000) 12(a)(18) Form of Letter to Former Stockholders 12(a)(19) Form of Notice of Merger and Appraisal Rights 12(a)(20) Form of Letter of Transmittal 12(b) None 12(d) None 12(g) None 12(h) Opinion of Hale and Dorr LLP as to the material United States federal income tax consequences (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000)
EX-99.(A)(18) 2 ex99-a18.txt FORM OF LETTER TO FORMER STOCKHOLDERS 1 EXHIBIT 18 June 30, 2000 TO THE FORMER STOCKHOLDERS OF THERMEDICS INC.: We are very pleased to announce that the merger of Thermedics Inc. with and into Thermo Electron Corporation was completed on June 30, 2000. Under the terms of the merger, each share of common stock of Thermedics outstanding immediately prior to the merger (except for those shares owned by Thermo Electron, held by stockholders exercising dissenters' rights and held in Thermedics' treasury) was converted into the right to receive 0.45 shares of the common stock, $1.00 par value per share, of Thermo Electron, and cash in lieu of fractional shares. Complete instructions on the exchange of your Thermedics stock certificate(s) for the shares of Thermo Electron, and cash in lieu of fractional shares, described above are included in the enclosed Letter of Transmittal. In general, you will need to do the following: 1. Complete the first page of the Letter of Transmittal by indicating your stock certificate number(s) and the number of Thermo Instrument shares represented by each certificate. In addition, complete and sign the substitute Form W-9 on page 7. 2. Sign, date and complete the third page of the Letter of Transmittal. Please complete page 2 if you are requesting special issuance or delivery instructions; in addition, please note that this will require a signature guarantee on page 3. 3. Send your completed Letter of Transmittal along with your original stock certificate(s) to EquiServe Trust Company, N.A., who is serving as the exchange agent, at one of the addresses set forth on the first page of the Letter of Transmittal. DELIVERY OF THE CERTIFICATE(S) SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE CERTIFICATE(S) SHALL PASS, ONLY UPON DELIVERY OF THE CERTIFICATE(S) TO THE EXCHANGE AGENT. WE STRONGLY RECOMMEND THAT YOU SEND YOUR STOCK CERTIFICATES AND LETTER OF TRANSMITTAL BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PRE-PAID, OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE. Any questions you have regarding the exchange of your Thermedics shares should be directed to EquiServe Trust Company, N.A. at one of the addresses or the phone number set forth on the first page of the Letter of Transmittal. Alternatively, you have a right to demand a judicially determined appraisal of the value of your shares. If you intend to consider exercising this right, you should read the enclosed notice of appraisal rights carefully and promptly. Failure to follow any of the requirements set forth therein in a timely manner will result in a loss of such rights. SANDRA L. LAMBERT Secretary EX-99.(A)(19) 3 ex99-a19.txt FORM OF NOTICE OF MERGER AND APPRAISAL RIGHTS 1 EXHIBIT (a)(19) June 30, 2000 NOTICE OF MERGER AND APPRAISAL RIGHTS TO THE FORMER STOCKHOLDERS OF THERMEDICS INC.: In accordance with Massachusetts General Laws, Chapter 156B, Section 82(e), you are hereby notified that the Board of Directors of Thermo Electron Corporation, a Delaware corporation ("Thermo Electron") has approved the merger (the "Merger") of Thermedics Inc., a Massachusetts corporation ("Thermedics"), with and into Thermo Electron, with Thermo Electron the surviving corporation, pursuant to Massachusetts General Laws, Chapter 156B, Section 82. Articles of Merger were filed with the Secretary of State of the Commonwealth of Massachusetts, and the Merger became effective, on June 30, 2000 (the "Effective Date"). Upon effectiveness of the Merger, (a) Thermedics merged with and into Thermo Electron, and (b) each share of common stock of Thermedics outstanding at the effective time of the Merger (other than shares held by Thermo Electron or stockholders exercising dissenters' rights and shares held in Thermedics' treasury) converted into the right to receive 0.45 shares of the common stock of Thermo Electron and cash in lieu of fractional shares of Thermo Electron common stock. In accordance with Massachusetts General Laws, Chapter 156B, Section 88, you are hereby notified that the record holders of shares of common stock of Thermedics (the "Shares") at the effective time of the merger (the "Former Stockholders") are entitled, in accordance with Massachusetts General Laws, Chapter 156B, Section 82(e) and Sections 86-98 (the "Massachusetts Appraisal Statute"), to have the fair value of their Shares appraised by the Massachusetts Superior Court of Middlesex County and to receive payment of such appraised value together with a fair rate of interest, if any, as determined by such court. The following is a summary of certain of the provisions of the Massachusetts Appraisal Statute and is qualified in its entirety by reference to the full text of the Massachusetts Appraisal Statute, a copy of which is attached to this notice as EXHIBIT A. Any Former Stockholder has the right, within 20 days after the date of mailing of this notice, to demand in writing from Thermo Electron an appraisal of his or her Shares. Such demand will be sufficient if it reasonably informs Thermo Electron of the identity of the Former Stockholder and that the Former Stockholder intends to demand an appraisal of the fair value of his or her Shares. Failure to make such a timely demand forecloses a Former Stockholder's right to appraisal. Only a holder of record of Shares on the Effective Date is entitled to seek appraisal. A demand for appraisal should be executed by or on behalf of the holder of record fully and correctly, as such holder's name appears on the holder's share certificates. A holder of Shares who holds Shares in a brokerage account or other nominee form and wishes to exercise appraisal rights should consult with his or her broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such nominee. All written demands for 2 appraisal of the Shares should be sent or delivered to Sandra L. Lambert, Secretary, Thermo Electron Corporation, 81 Wyman Street, P.O. Box 9046, Waltham, Massachusetts 02454-9046. If Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be made in that capacity, and if the Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a holder of record; however, such agent must identify the record owner or owners and expressly disclose in such demand that the agent is acting as agent for the record owner or owners of such Shares. A record holder such as a broker who holds Shares as a nominee for beneficial owners, some of whom desire to demand appraisal, may exercise appraisal rights on behalf of such beneficial owners with respect to those Shares held on behalf of such beneficial owners. In such case, the written demand for appraisal should set forth the number of Shares covered by it. Unless a demand for appraisal specifies a number of Shares, such demand will be presumed to cover all Shares held in the name of such record owner. A Former Stockholder may withdraw his or her demand for appraisal only with the approval of Thermo Electron. Upon withdrawal of a demand for appraisal, a Former Stockholder will be entitled to receive the Merger consideration of 0.45 shares of Thermo Electron common stock per Share, without interest. If a Former Stockholder perfects a demand for payment of his or her Shares as provided above (each, a "Dissenting Stockholder"), and if Thermo Electron and such Dissenting Stockholder are able to reach agreement on the fair value of the Shares, Thermo Electron will pay to the Dissenting Stockholder the fair value of such Shares, as the case may be, within 30 days after the expiration of the 20-day period following the mailing of this notice (the "30-Day Period"). If, within the 30-Day Period, the parties fail to agree as to the fair value of such Shares, either Thermo Electron or the Dissenting Stockholder may have the fair value of the Shares of all Dissenting Stockholders determined by judicial proceedings by filing a bill in equity in the Massachusetts Superior Court for Middlesex County within four months after the expiration of the 30-Day Period. Thermo Electron is not obligated, and has no present intention, to have the fair value of the Shares of Dissenting Stockholders determined through judicial proceedings. Although Massachusetts courts have broad discretion in determining fair value of stock of dissenting stockholders, Massachusetts courts have generally used a weighted average of the market, earnings and asset values to determine the value of such stock. The Massachusetts Supreme Judicial Court has recently held that such method is an appropriate, but not mandated, approach to determining the fair value of stock of dissenting stockholders, and that such valuation is within the discretion of the trial judge. A fair rate of interest shall be paid by Thermo Electron on any award determined by the Court from the date of the vote of the Board of Directors of Thermo Electron approving the Merger June 30, 2000. If (i) no suit is filed to determine the value of the Shares within four months of the expiration of the 30-Day Period, (ii) any such suit is dismissed as to that Dissenting Stockholder or (iii) the Dissenting Stockholder withdraws his or her objection in writing with the written approval of Thermo Electron, the 2 3 Dissenting Stockholder will have only the rights of a nondissenting stockholder to receive the Merger consideration of 0.45 shares of Thermo Electron common stock per Share, without interest. Under Massachusetts statutory law, the enforcement by a Dissenting Stockholder of such Dissenting Stockholder's right to receive payment for his or her shares in the manner provided by the Massachusetts Appraisal Statute is stated to be the exclusive remedy of a Dissenting Stockholder objecting to the Merger, except upon the grounds that consummation of the Merger is illegal or fraudulent as to such stockholder. The Massachusetts Supreme Judicial Court, however, has held that Dissenting Stockholders are not limited to the statutory remedy of judicial appraisal in cases where violations of fiduciary duty are found. Former Stockholders considering seeking appraisal should note that the fair value of the Shares determined under the Massachusetts Appraisal Statute could be more than, the same as, or less than the Merger consideration of 0.45 shares of Thermo Electron common stock per Share, without interest and that investment banking opinions as to fairness from a financial point of view are not necessarily opinions as to fair value under the Massachusetts Appraisal Statute. After the Effective Date, Dissenting Stockholders will not be entitled to vote their Shares for any purpose and will not be entitled to receive payment of dividends or other distributions in respect of such Shares payable to stockholders of record thereafter. The foregoing summary does not purport to be a complete statement of the procedures to be followed by Former Stockholders desiring to exercise their appraisal rights and is qualified in its entirety by express reference to the Massachusetts Appraisal Statute, the full text of which is attached hereto as EXHIBIT A. Former Stockholders are urged to read EXHIBIT A in its entirety since failure to comply with the procedures set forth therein will result in the loss of appraisal rights. THERMO ELECTRON CORPORATION SANDRA L. LAMBERT Secretary 3 4 EXHIBIT A SECTION 82(E) AND SECTIONS 86-98 OF THE MASSACHUSETTS BUSINESS CORPORATION STATUTE ss. 82. MERGER OF SUBSIDIARY INTO PARENT CORPORATION (e) If all the stock of a subsidiary Massachusetts corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, any stockholder in such subsidiary Massachusetts corporation (but no stockholder in a parent Massachusetts corporation) who objects to such merger may demand payment for his stock from the parent corporation and an appraisal thereof. Within ten days after the effective date of the merger the parent corporation shall send written notice by registered or certified mail to each stockholder of such subsidiary Massachusetts corporation at his last known address as it appears in the records of such subsidiary corporation, stating: 1. The date upon which such articles were filed and the effective date of the merger. 2. The terms and conditions of the merger. 3. The right of any stockholder of such subsidiary Massachusetts corporation who objects to the merger to demand in writing from the parent corporation within twenty days after the mailing of such notice payment for his stock and an appraisal thereof. If any such stockholder shall demand in writing from the parent corporation within twenty days after the mailing of such notice payment of his stock and an appraisal thereof, such stockholder and the parent corporation shall thereafter have the rights and duties and follow the procedures set forth in sections eighty-nine and ninety-eight, inclusive. Added by St. 1964, c. 723,ss. 1. Amended by St. 1965, c. 685,ss.ss. 37, 38; St. 1980, c. 365,ss. 3. ss. 86. SECTIONS APPLICABLE TO APPRAISAL; PREREQUISITES If a corporation proposes to take a corporate action as to which any section of this chapter provides that a stockholder who objects to such action shall have the right to demand payment for his shares and an appraisal thereof, sections eighty-seven to ninety-eight, inclusive, shall apply except as otherwise specifically provided in any section of this chapter. Except as provided in sections eighty-two and eighty-three, no stockholder shall have such right unless (1) he files with the corporation before the taking of the vote of the shareholders on such corporate action, written objection to the proposed action stating that he intends to demand payment for his shares if the action is taken and (2) his shares are not voted in favor of the proposed action. Added by St. 1964, c. 723,ss.1. Amended by St. 1965, c. 685,ss.40; St. 1973, c. 749,ss.1. ss.87. STATEMENT OF RIGHTS OF OBJECTING STOCKHOLDERS IN NOTICE OF MEETING; FORM The notice of the meeting of stockholders at which the approval of such proposed action is to be considered shall contain a statement of the rights of objecting stockholders. The giving of such notice shall not be deemed to create any rights in any stockholder receiving the same to 5 demand payment for his stock, and the directors may authorize the inclusion in any such notice of a statement of opinion by the management as to the existence or non-existence of the right of the stockholders to demand payment for their stock on account of the proposed corporate action. The notice may be in such form as the directors or officers calling the meeting deem advisable, but the following form of notice shall be sufficient to comply with this section: "If the action proposed is approved by the stockholders at the meeting and effected by the corporation, any stockholder (1) who files with the corporation before the taking of the vote on the approval of such action, written objection to the proposed action stating that he intends to demand payment for his shares if the action is taken and (2) whose shares are not voted in favor of such action has or may have the right to demand in writing from the corporation (or, in the case of a consolidation or merger, the name of the resulting or surviving corporation shall be inserted), within twenty days after the date of mailing to him of notice in writing that the corporate action has become effective, payment for his shares and an appraisal of the value thereof. Such corporation and any such stockholder shall in such cases have the rights and duties and shall follow the procedure set forth in sections 88 to 98, inclusive, of chapter 156B of the General Laws of Massachusetts." Added by St. 1964, c. 723,ss.1. Amended by St. 1973, c. 749,ss.2. ss.88. NOTICE OF EFFECTIVENESS OF ACTION OBJECTED TO The corporation taking such action, or in the case of a merger or consolidation the surviving or resulting corporation, shall, within ten days after the date on which such corporate action became effective, notify each stockholder who filed a written objection meeting the requirements of section eighty-six and whose shares were not voted in favor of the approval of such action, that the action approved at the meeting of the corporation of which he is a stockholder has become effective. The giving of such notice shall not be deemed to create any rights in any stockholder receiving the same to demand payment for his stock. The notice shall be sent by registered or certified mail, addressed to the stockholder at his last known address as it appears in the records of the corporation. Added by St. 1964, c. 723,ss.1. Amended by St. 1973, c. 749,ss.3. ss. 89. DEMAND FOR PAYMENT; TIME FOR PAYMENT If within twenty days after the date of mailing of a notice under subsection (e) of section eighty-two, subsection (f) of section eighty-three, or section eighty-eight, any stockholder to whom the corporation was required to give such notice shall demand in writing from the corporation taking such action, or in the case of a consolidation or merger from the resulting or surviving corporation, payment for his stock, the corporation upon which such demand is made shall pay to him the fair value of his stock within thirty days after the expiration of the period during which such demand may be made. Added by St. 1964, c. 723,ss.1. Amended by St. 1973, c. 749,ss.4. ss.90. DEMAND FOR DETERMINATION OF VALUE; BILL IN EQUITY; VENUE If during the period of thirty days provided for in section eighty-nine the corporation upon which such demand is made and any such objecting stockholder fail to agree as to the value 5 6 of such stock, such corporation or any such stockholder may within four months after the expiration of such thirty-day period demand a determination of the value of the stock of all such objecting stockholders by a bill in equity filed in the superior court in the county where the corporation in which such objecting stockholder held stock had or has its principal office in the commonwealth. Added by St. 1964, c. 723,ss.1. ss.91. PARTIES TO SUIT TO DETERMINE VALUE; SERVICE If the bill is filed by the corporation, it shall name as parties respondent all stockholders who have demanded payment for their shares and with whom the corporation has not reached agreement as to the value thereof. If the bill is filed by a stockholder, he shall bring the bill in his own behalf and in behalf of all other stockholders who have demanded payment for their shares and with whom the corporation has not reached agreement as to the value thereof, and service of the bill shall be made upon the corporation by subpoena with a copy of the bill annexed. The corporation shall file with its answer a duly verified list of all such other stockholders, and such stockholders shall thereupon be deemed to have been added as parties to the bill. The corporation shall give notice in such form and returnable on such date as the court shall order to each stockholder party to the bill by registered or certified mail, addressed to the last known address of such stockholder as shown in the records of the corporation, and the court may order such additional notice by publication or otherwise as it deems advisable. Each stockholder who makes demand as provided in section eighty-nine shall be deemed to have consented to the provisions of this section relating to notice, and the giving of notice by the corporation to any such stockholder in compliance with the order of the court shall be a sufficient service of process on him. Failure to give notice to any stockholder making demand shall not invalidate the proceedings as to other stockholders to whom notice was properly given, and the court may at any time before the entry of a final decree make supplementary orders of notice. Added by St. 1964, c. 723,ss.1. ss.92. DECREE DETERMINING VALUE AND ORDERING PAYMENT; VALUATION DATE After hearing the court shall enter a decree determining the fair value of the stock of those stockholders who have become entitled to the valuation of and payment for their shares, and shall order the corporation to make payment of such value, together with interest, if any, as hereinafter provided, to the stockholders entitled thereto upon the transfer by them to the corporation of the certificates representing such stock if certificated or, if uncertificated, upon receipt of an instruction transferring such stock to the corporation. For this purpose, the value of the shares shall be determined as of the day preceding the date of the vote approving the proposed corporate action and shall be exclusive of any element of value arising from the expectation or accomplishment of the proposed corporate action. Added by St. 1964, c. 723,ss.1. Amended by St. 1983, c. 522,ss.22. ss. 93. REFERENCE TO SPECIAL MASTER The court in its discretion may refer the bill or any question arising thereunder to a special master to hear the parties, make findings and report the same to the court, all in 6 7 accordance with the usual practice in suits in equity in the superior court. Added by St. 1964, c. 723,ss.1. ss.94. NOTATION ON STOCK CERTIFICATES OF PENDENCY OF BILL On motion the court may order stockholder parties to the bill to submit their certificates of stock to the corporation for the notation thereon of the pendency of the bill and may order the corporation to note such pendency in its records with respect to any uncertificated shares held by such stockholder parties, and may on motion dismiss the bill as to any stockholder who fails to comply with such order. Added by St. 1964, c. 723,ss.1. Amended by St. 1983, c. 522,ss.23. ss. 95. COSTS; INTEREST The costs of the bill, including the reasonable compensation and expenses of any master appointed by the court, but exclusive of fees of counsel or of experts retained by any party, shall be determined by the court and taxed upon the parties to the bill, or any of them, in such manner as appears to be equitable, except that all costs of giving notice to stockholders as provided in this chapter shall be paid by the corporation. Interest shall be paid upon any award from the date of the vote approving the proposed corporate action, and the court may on application of any interested party determine the amount of interest to be paid in the case of any stockholder. Added by St. 1964, c. 723,ss.1. Amended by St. 1965, c. 685,ss.41. ss.96. DIVIDENDS AND VOTING RIGHTS AFTER DEMAND FOR PAYMENT Any stockholder who has demanded payment for his stock as provided in this chapter shall not thereafter be entitled to notice of any meeting of stockholders or to vote such stock for any purpose and shall not be entitled to the payment of dividends or other distribution on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the date of the vote approving the proposed corporate action) unless: (1) A bill shall not be filed within the time provided in section ninety; (2) A bill, if filed, shall be dismissed as to such stockholder; or (3) Such stockholder shall with the written approval of the corporation, or in the case of a consolidation or merger, the resulting or surviving corporation, deliver to it a written withdrawal of his objections to and an acceptance of such corporate action. Notwithstanding the provisions of clauses (1) to (3), inclusive, said stockholder shall have only the rights of a stockholder who did not so demand payment for his stock as provided in this chapter. Added by St. 1964, c. 723,ss.1. Amended by St. 1982, c. 149. ss. 97. STATUS OF SHARES PAID FOR 7 8 The shares of the corporation paid for by the corporation pursuant to the provisions of this chapter shall have the status of treasury stock, or in the case of a consolidation or merger the shares or the securities of the resulting or surviving corporation into which the shares of such objecting stockholder would have been converted had he not objected to such consolidation or merger shall have the status of treasury stock or securities. Added by St. 1964, c. 723,ss.1. Amended by St. 1965, c. 685,ss.42. ss. 98. EXCLUSIVE REMEDY; EXCEPTION The enforcement by a stockholder of his right to receive payment for his shares in the manner provided in this chapter shall be an exclusive remedy except that this chapter shall not exclude the right of such stockholder to bring or maintain an appropriate proceeding to obtain relief on the ground that such corporate action will be or is illegal or fraudulent as to him. Added by St. 1964, c. 723,ss.1. Amended by St. 1965, c. 685,ss.43. 8 EX-99.(A)(20) 4 ex99-a20.txt FORM OF LETTER OF TRANSMITTAL 1 EXHIBIT (a)(20) LETTER OF TRANSMITTAL TO EXCHANGE 0.45 SHARES OF COMMON STOCK of THERMO ELECTRON CORPORATION for EACH OUTSTANDING SHARE OF COMMON STOCK of THERMEDICS INC. and cash in lieu of fractional shares Pursuant to the Merger with and into Thermo Electron Corporation Effective June 30, 2000 - -------------------------------------------------------------------------------- BOX A TO BE COMPLETED BY EACH HOLDER OF THERMEDICS COMMON STOCK
- ------------------------------------------------------------------------- ------------------------ ------------------------------ NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE NUMBER OF SHARES (AS IT APPEARS ON CERTIFICATES)* NUMBER(S)** OF THERMEDICS COMMON STOCK - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ - ------------------------------------------------------------------------- ------------------------ ------------------------------ Total Number of Shares of Thermedics Common Stock - ------------------------------------------------------------------------- ------------------------ ------------------------------
*Attach Schedule if needed. See Instruction 3. |_| I HAVE LOST MY THERMEDICS CERTIFICATE(S) FOR ______ SHARES OF THERMEDICS COMMON STOCK, AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 8. THIS LETTER OF TRANSMITTAL, INCLUDING THE SUBSTITUTE FORM W-9 ON PAGE 7 (OR FOR NON-U.S. PERSONS, A SUBSTITUTE FORM W-8), SHOULD BE COMPLETED, SIGNED AND SUBMITTED, TOGETHER WITH YOUR CERTIFICATE(S) EVIDENCING SHARES OF COMMON STOCK OF THERMEDICS INC. TO: By First Class Mail: By Hand: By Overnight, Certified or Express Mail: EquiServe Trust Company, N.A. Securities Transfer & Reporting Services, Inc. EquiServe Trust Company, N.A. P.O. Box 8029 EquiServe Trust Company, N.A. 150 Royall Street, Mail Stop 45-01-40 Boston, Massachusetts 02266-8029 100 William Street, Galleria Canton, Massachusetts 02021 Attn: Corporate Reorganizations New York, New York 10038 Attn: Corporate Reorganizations
For additional information please contact EquiServe at (781) 575-3120. 1 2 Ladies and Gentlemen: The undersigned has been advised that on June 30, 2000 (the "Effective Date"), Thermedics Inc. ("Thermedics" or the "Company") was merged with and into Thermo Electron Corporation (the "Merger"). Pursuant to the Merger, each share of the Company's common stock, $.10 par value per share ("Thermedics Common Stock"), outstanding at the effective time of the Merger was converted into the right to receive 0.45 shares of common stock, $1.00 par value per share, of Thermo Electron Corporation ("Thermo Electron Common Stock") and cash in lieu of fractional shares of Thermo Electron Common Stock (the "Merger Consideration"). The undersigned herewith surrenders the certificate(s) listed below (the "Certificates"), which represent shares of Thermedics Common Stock. PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS. Unless otherwise requested in the special instructions in Boxes B or C below, the undersigned requests that the certificate(s) for Thermo Electron Common Stock and any check in lieu of fractional shares issued pursuant to the Merger be issued in the name(s) and mailed to the address(es) set forth on the preceding page. The undersigned hereby irrevocably constitutes and appoints EquiServe Trust Company, N.A., as exchange agent (the "Exchange Agent"), the true and lawful attorney-in-fact of the undersigned with respect to the Certificates with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to deliver such Certificates on the account books maintained by the Exchange Agent and to deliver as the undersigned's agent the Merger Consideration to which the undersigned is entitled upon surrender of the Certificates. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, estates, successors and assigns of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power and authority to submit the Certificates submitted hereby, free and clear of all liens and encumbrances and not subject to any adverse claim, unless otherwise noted hereon. The undersigned will, upon request, execute and deliver any additional documents necessary or desirable to complete the exchange of such Certificates for the Merger Consideration.
- ----------------------------------------------------------- ---------------------------------------------------------- BOX B SPECIAL ISSUANCE BOX C SPECIAL DELIVERY INSTRUCTIONS INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5 AND 6 ON PAGES 4 AND 5.) (SEE INSTRUCTIONS 1, 4 AND 6 ON PAGES 4 AND 5.) To be completed ONLY if the certificate(s) for To be completed ONLY if the certificate(s) for Thermo Electron Common Stock and any check in lieu Thermo Electron Common Stock and any check in lieu of of fractional shares should be issued in the name of fractional shares should be sent to someone other than someone other than other than as set forth in Box A. as set forth in Box A or to an address other than as set forth in Box A. ISSUE CHECK CERTIFICATE(S) TO: MAIL CHECK CERTIFICATE(S) TO: Name: _______________________________________ (Please Print) Name: ______________________________________ Address: ____________________________________ (Please Print) _____________________________________________ Address: ___________________________________ _____________________________________________ ____________________________________________ (Including Zip Code) ____________________________________________ (Including Zip Code) - -------------------------------------------- (Tax ID or Social Security Number) (See accompanying Substitute Form W-9.) - ----------------------------------------------------------- ----------------------------------------------------------
2 3 - -------------------------------------------------------------------------------- BOX D SIGN HERE (SEE INSTRUCTIONS 1 AND 4 ON PAGES 4 AND 5.) (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON PAGE 7.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Signature(s) of Shareholder(s) Date: , 2000 --------------------------- (MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) OR BY PERSONS AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OR CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. SEE INSTRUCTION 4.) Name(s): ---------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please Print) Capacity (Full Title): -------------------------------------------------------- Address: ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Including Zip Code) Area Code and Telephone Number: ( ) ------ ---------------------------------------- Tax Identification or Social Security Number: ----------------------------------- Date: , 2000 ------------------- - -------------------------------------------------------------------------------- PLACE SIGNATURE MEDALLION GUARANTEE ON THIS PAGE IF REQUIRED. (SEE INSTRUCTIONS 1 AND 4 ON PAGES 4 AND 5.) 3 4 INSTRUCTIONS A shareholder of the Company will not receive the Merger Consideration in exchange for such holder's Certificates until the Certificates owned by such holder are received by the Exchange Agent at one of the addresses set forth on page 1, together with such documents as the Exchange Agent may require, and until the same are processed by the Exchange Agent. No interest will accrue on any amounts due. 1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required (a) if this Letter of Transmittal is signed by the registered holder(s) of the Certificate(s) surrendered herewith, unless such holder has (have) completed either Box B entitled "Special Issuance Instructions" or Box C entitled "Special Delivery Instructions" on this Letter of Transmittal, or (b) if such Certificates are surrendered for the account of a firm that is a commercial bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program, the Stock Exchanges' Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program (each of the foregoing being referred to as an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 4. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Please do not send the Certificate(s) directly to Thermo Electron Corporation. The Certificate(s), together with a properly completed and duly executed copy of this Letter of Transmittal or a photocopy hereof, and any other documents required by this Letter of Transmittal, should be delivered to the Exchange Agent at one of the addresses set forth on page 1 of this Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF THE OWNER. HOWEVER, IF CERTIFICATE(S) ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. RISK OF LOSS AND TITLE TO THE CERTIFICATE(S) SHALL PASS UPON DELIVERY OF THE CERTIFICATE(S) TO THE EXCHANGE AGENT. All questions as to validity, form and eligibility of any surrender of any Certificate hereunder will be determined by Thermo Electron Corporation (which may delegate power in whole or in part to the Exchange Agent) and such determination shall be final and binding. Thermo Electron Corporation reserves the right to waive any irregularities or defects in the surrender of any Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. 3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is inadequate, the Certificate number(s) and the number of shares of Thermedics Common Stock represented thereby should be listed on a separate signed schedule attached hereto and referenced in Box A. 4. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If the registered holder(s) of the Certificate(s) surrendered hereby signs this Letter of Transmittal, the signature must correspond with the name that is written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever. If the Certificate(s) surrendered are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any shares of Thermedics Common Stock are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates. When this Letter of Transmittal is signed by the registered owner(s) of the Certificate(s) listed and surrendered herewith, no endorsements of the Certificate(s) or separate stock powers are required. 4 5 If this Letter of Transmittal is signed by a person other than the registered owner of the Certificate(s) listed, such Certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed by the registered owner or owners or a person with full authority to sign on behalf of the registered owner(s). Signatures on such Certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any Certificate(s) or stock power(s) is signed by an executor, administrator, trustee, guardian, attorney, officer of a corporation or others acting in a fiduciary or representative capacity, such persons must so indicate when signing, must give his or her full title in such capacity, and evidence satisfactory to the Exchange Agent of his or her authority to so act must be submitted. The Exchange Agent will not exchange any Certificate(s) until all instructions herein are complied with or waived by Thermo Electron Corporation. 5. STOCK TRANSFER TAXES. In the event that any transfer or other taxes become payable by reason of the issuance of the certificate(s) for Thermo Electron Common Stock and any check in lieu of fractional shares in any name other than that of the record holder, such transferee or assignee must pay such tax to the Exchange Agent or must establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable prior to the delivery of the Merger Consideration. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Indicate on the "Special Issuance Instructions" or the "Special Delivery Instructions" box the name and address of the person(s) to whom the certificate(s) for Thermo Electron Common Stock and any check in lieu of fractional shares is to be sent if different from the name or address of the person(s) signing this Letter of Transmittal. 7. SUBSTITUTE FORM W-9. Under U.S. federal income tax law, each shareholder surrendering Certificates is required to supply the Exchange Agent with such holder's correct Taxpayer Identification Number ("TIN") (e.g., social security number or employer identification number) on the Substitute Form W-9 on page 7, and to certify whether such holder is subject to backup withholding of federal income tax. If the holder is subject to backup withholding, then such holder must cross out item (2) in Part III of the Substitute Form W-9. Failure to provide such information on the form may subject the holder to federal income tax withholding at a rate of 31% on the payment of any cash in lieu of fractional shares. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a penalty imposed by the Internal Revenue Service (the "IRS"). Certain holders of Certificate(s) (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt holders of Certificate(s) should indicate their exempt status on Substitute Form W-9 by writing the word "EXEMPT" on the line for the Social Security Number in Part I. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed IRS Substitute Form W-8 (that the Exchange Agent will supply upon request), signed under penalties of perjury, attesting to their foreign status. See the enclosed "Guidelines For Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. IF (I) THE HOLDER DOES NOT FURNISH THE EXCHANGE AGENT WITH A TIN IN THE REQUIRED MANNER, (II) THE IRS NOTIFIES THE EXCHANGE AGENT THAT THE TIN PROVIDED IS INCORRECT, OR (III) THE HOLDER IS REQUIRED BUT FAILS TO CERTIFY THAT IT IS NOT SUBJECT TO BACKUP WITHHOLDING, BACKUP WITHHOLDING WILL APPLY. IF BACKUP WITHHOLDING APPLIES, THE EXCHANGE AGENT IS REQUIRED TO WITHHOLD 31% OF ANY CASH PAYMENTS MADE TO THE HOLDER OR OTHER PAYEE. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED FROM THE IRS. If the surrendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the box in Part II of the form should be checked. If the box in Part II is checked, the surrendering holder must also complete the "Certificate of Awaiting Taxpayer Identification Number" at the 5 6 bottom of page 7 in order to avoid backup withholding. If you have checked the box in Part II and do not provide the Exchange Agent with a properly certified TIN within 60 days, the Exchange Agent will withhold 31% of all reportable cash payments made. The stockholder is required to give the Exchange Agent the TIN of the record holder of the Certificate(s) or of the last transferee appearing on the transfers attached to, or endorsed on, the Certificate(s). If the Certificate(s) are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines For Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 8. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event that any Thermedics stockholder is unable to deliver to the Exchange Agent the Certificate(s) representing his, her or its shares of Thermedics Common Stock due to the loss or destruction of such Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the stockholder should also contact the Exchange Agent, at (781) 575-3120, to report the lost securities. The Exchange Agent will forward additional documentation which such stockholder must complete in order to effectively surrender such lost or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed Certificates, but surrenders hereunder regarding such lost Certificate(s) will be processed only after such documentation has been submitted to and approved by the Exchange Agent. 9. INFORMATION AND ADDITIONAL COPIES. Information and additional copies of this Letter of Transmittal may be obtained from the Exchange Agent by writing to one of the addresses or calling the number listed on page 1 of this Letter of Transmittal. 6 7 TO BE COMPLETED BY ALL HOLDERS OF THERMEDICS INC. COMMON STOCK PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A. - --------------------------------- ------------------------------------------------ ------------------------------------------------- SUBSTITUTE PART I - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. _______________________________ FORM W-9 Social Security Number or DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE _______________________________ Employer Identification Number PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") - --------------------------------- ------------------------------------------------ ------------------------------------------------- - --------------------------------- -------------------------------------------------------------------------------------------------- Name (Please Print) ______________________________________________________________________ Address _______________________________________________________________________________ City ____________________________________________ State _____________ ZIP Code ____________ - --------------------------------- -------------------------------------------------------------------------------------------------- - --------------------------------- -------------------------------------------------------------------------------------------------- PART II - Awaiting TIN - --------------------------------- -------------------------------------------------------------------------------------------------- - --------------------------------- -------------------------------------------------------------------------------------------------- PART III - CERTIFICATION - Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or a TIN has not been issued to me but I have mailed or delivered an application to receive a TIN or intend to do so in the near future); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) All other information provided on this form is true, correct and complete. You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been advised by the IRS that such backup withholding has been terminated. - ------------------------------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING. - -------------------------------------------------------------------------------- Sign Here: Signature: ______________________________ Date: __________________, 2000 - -------------------------------------------------------------------------------- YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART II OF THE SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under the penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN within 60 days, 31% of all reportable cash payments made to me may be withheld until I provide a TIN. Signature:_____________________________________ Date: __________________, 2000 - -------------------------------------------------------------------------------- 7 -----END PRIVACY-ENHANCED MESSAGE-----