-----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, PdKMSZY/1qPNxPMe9e67tXLxG/iTMmWRR5WfdoiZzf2wsZZb/ukCafsq1l9pzn20 CrO/EN1xWGX7uuN8oaYkqg== 0000795986-99-000003.txt : 19990310 0000795986-99-000003.hdr.sgml : 19990310 ACCESSION NUMBER: 0000795986-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09786 FILM NUMBER: 99560948 BUSINESS ADDRESS: STREET 1: 860 WEST AIRPORT FREEWAY STREET 2: SUITE 301 CITY: HURST STATE: TX ZIP: 76054 BUSINESS PHONE: 8174856663 MAIL ADDRESS: STREET 1: 860 WEST AIRPORT FREEWAY STREET 2: SUITE 301 CITY: HURST STATE: TX ZIP: 76054 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 1999 ---------------------------------------- THERMO INSTRUMENT SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 1-9786 04-2925809 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification incorporation or Number) organization) 860 West Airport Freeway Suite 301 Hurst, Texas 76054 (Address of principal executive offices) (Zip Code) (817) 485-6663 (Registrant's telephone number including area code) Item 5. Other Events. On January 7, 1999, Thermo Instrument Systems Inc. (the "Registrant") announced that it would commence a tender offer (the "Offer") for all of the outstanding shares of Spectra-Physics AB, a publicly traded company with its shares listed on the Stockholm Stock Exchange, and the parent company of Spectra-Physics Lasers, Inc., a publicly traded company with its shares listed on NASDAQ. On February 22, 1999, the Registrant announced that all of the conditions of its Offer had been satisfied and that the Offer was then unconditional in all respects. As of February 22, 1999, the Registrant had purchased and received acceptances for approximately 17.3 million, or approximately 98 percent, of all outstanding Spectra-Physics AB shares, at a price of 160 Swedish krona per share (approximately $20 per share). The Registrant expects to acquire any remaining outstanding shares under the compulsory acquisition rules applicable to Swedish companies. The businesses acquired manufacture a wide range of laser-based instrumentation systems, primarily for the process-control, industrial measurement, construction, research, commercial, and government markets. Spectra-Physics AB's revenues for 1998 were approximately $442 million. The purchase price for the 98% of the outstanding shares of Spectra- Physics AB that have been purchased by the Registrant was approximately $355 million. To finance the Offer, the Registrant utilized approximately $155 million of available cash and $200 million of borrowings from Thermo Electron Corporation ("Thermo Electron"), the Registrant's parent corporation. The indebtedness to Thermo Electron bears interest at a variable commercial paper-based rate, which rate is initially 5.03%, and is due August 27, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Exhibits: Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 9th day of March, 1999. THERMO INSTRUMENT SYSTEMS INC. By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----