-----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, KTOYiSKrz1yGcvc5aGZpEf3x1eotYha8airnPGUULfNFjSOUMkmvZdU1ddNh64z/ P8op0kc/ZcA/GZyOjG1DRw== /in/edgar/work/20000630/0000950135-00-003492/0000950135-00-003492.txt : 20000920 0000950135-00-003492.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003492 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38153 FILM NUMBER: 666829 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: [3829 ] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-38153 FILM NUMBER: 666830 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 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 THERMO INSTRUMENT SYSTEMS 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. 5) ----------------------- THERMO INSTRUMENT SYSTEMS INC. (Name of Subject Company) THERMO ELECTRON CORPORATION (Offeror) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) CUSIP 883559 10 6 (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. 5 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 April 24, 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 Thermo Instrument Systems Inc., a Delaware corporation (the "Company" or "Thermo Instrument"), at an exchange ratio of 0.85 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 Thermo Instrument", "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 Thermo Instrument 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 Thermo Instrument") 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 Thermo Instrument into Thermo Electron (the "Merger"). All of the approximately 6,441,561 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 April 24, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on April 24, 2000). (a)(2) Form of Letter of Transmittal (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on April 24, 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 April 24, 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 April 24, 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 April 24, 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 April 24, 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 22, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on May 22, 2000). (a)(12) Press Release issued by Thermo Electron on June 5, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 5, 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. 333-35478)). (a)(14) Press Release issued by Thermo Electron on June 14, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 14, 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. 333-35478)). (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. 333-35478)). (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 April 24, 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 April 24, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on April 24, 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 April 24, 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 April 24, 2000) 12(a)(4) Form of Letter from the Dealer Managers 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 April 24, 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 April 24, 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 April 24, 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 22, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on May 22, 2000). 12(a)(12) Press Release issued by Thermo Electron on June 5, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 5, 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. 333-35478)). 12(a)(14) Press Release issued by Thermo Electron on June 14, 2000 (incorporated herein by reference to Thermo Electron's prospectus filed pursuant to Rule 425 on June 14, 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. 333-35478)). 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. 333-35478)). 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 April 24, 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 THERMO INSTRUMENT SYSTEMS INC.: We are very pleased to announce that the merger of Thermo Instrument Systems 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 Thermo Instrument outstanding immediately prior to the merger (except for those shares owned by Thermo Electron, held by stockholders exercising dissenters' rights and held in Thermo Instrument's treasury) was converted into the right to receive 0.85 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 Thermo Instrument 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 Thermo Instrument 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 THERMO INSTRUMENT SYSTEMS INC.: In accordance with Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"), you are hereby notified that earlier today, Thermo Instrument Systems Inc., a Delaware corporation (the "Company") was merged (the "Merger") with and into Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), pursuant to Section 253 of the DGCL. The Merger became effective on June 30, 2000 (the "Effective Date") and Thermo Electron was the surviving corporation in the Merger. Pursuant to the Merger, each share of common stock of the Company outstanding at the effective time of the Merger (other than shares held by Thermo Electron or stockholders exercising dissenters' rights and shares held in the Company's treasury) converted into the right to receive 0.85 shares of common stock, $1.00 par value per share, of Thermo Electron and cash in lieu of fractional shares of Thermo Electron common stock. In accordance with Section 262 of the DGCL, you are hereby notified that the record holders of shares of common stock of the Company (the "Shares") at the effective time of the Merger (the "Former Stockholders") are entitled to have their Shares appraised by the Court of Chancery of the State of Delaware and to receive payment of the fair value of such Shares together with a fair rate of interest, if any, as determined by such court. The fair value as determined by the Delaware court is exclusive of any element of value arising from the accomplishment or expectation of the Merger. The following is a summary of certain of the provisions of Section 262 of the DGCL and is qualified in its entirety by reference to the full text of Section 262, 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 their 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 their Shares. Failure to make such a timely demand would foreclose a Former Stockholder's right to appraisal. Only a holder of record of Shares at the time of the Merger is entitled to assert appraisal rights for the Shares registered in that holder's name. A demand for appraisal should be executed by or on behalf of the holder of record fully and correctly, as the holder's name appears on the stock certificates. Holders of Shares who hold their shares in brokerage accounts or other nominee forms and wish to exercise appraisal rights should consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such nominee. All written demands for 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, so as to be received within the 20 days after the mailing of this notice. 2 If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of 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 executed by or on behalf of all joint owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is agent for such owner or owners. A record holder such as a broker holding Shares as nominee for several beneficial owners may exercise appraisal rights with respect to the Shares held for one or more beneficial owners while not exercising such rights with respect to the Shares held for other beneficial owners; in such case, the written demand should set forth the number of Shares as to which appraisal is sought and where no number of shares is expressly mentioned the demand will be presumed to cover all Shares held in the name of the record owner. Within 120 calendar days after the Effective Date of the Merger, Thermo Electron, or any Former Stockholder entitled to appraisal rights under Section 262 of the DGCL and who has complied with the foregoing procedures, may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of all such Former Stockholders. Thermo Electron is not under any obligation, and has no present intention, to file a petition with respect to the appraisal of the fair value of the Shares. Accordingly, it is the obligation of the Former Stockholders to initiate all necessary action to perfect their appraisal rights within the time prescribed in Section 262 of the DGCL. Within 120 calendar days after the Effective Date of the Merger, any Former Stockholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from Thermo Electron a statement setting forth the aggregate number of Shares with respect to which demands for appraisal have been received and the aggregate number of holders of such Shares. Such statement must be mailed within 10 calendar days after a written request therefor has been received by Thermo Electron or within 10 calendar days after the expiration of the period for the delivery of demands for appraisal, whichever is later. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine the Former Stockholders entitled to appraisal rights and will appraise the fair value of the Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. Holders considering seeking appraisal should be aware that the fair value of their Shares as determined under Section 262 could be more than, the same as or less than the Merger consideration of 0.85 shares of Thermo Electron common stock per Share that they would otherwise receive if they did not seek appraisal of their Shares. The Delaware Supreme Court has stated that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter's exclusive remedy. The Court will also determine the amount of interest, if any, to be paid upon the amounts to be received by persons whose Shares been appraised. The costs of the action may be determined by the Court and taxed upon the parties as the Court deems equitable. The Court may also order that all or a portion of the expenses -2- 3 incurred by any holder of Shares in connection with an appraisal, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts used in the appraisal proceeding, be charged pro rata against the value of all the Shares entitled to appraisal. The Court may require Former Stockholders who have demanded an appraisal and who hold Shares represented by certificates to submit their certificates for Shares to the Court for notation thereon of the pendency of the appraisal proceedings. If any Former Stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such Former Stockholder. Any Former Stockholder who has duly demanded an appraisal in compliance with Section 262 of the DGCL will not be entitled to vote the Shares subject to such demand for any purpose or to be entitled to the payment of dividends or other distributions on those shares (except dividends or other distributions payable to holders of record of Shares as of a date prior to the Effective Date of the Merger). If any Former Stockholder who demands appraisal of Shares under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses, the right to appraisal, as provided in the DGCL, the Shares of such holder will be converted into the right to receive the Merger consideration of 0.85 shares of Thermo Electron common stock per Share, without interest. A Former Stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition is filed within 120 calendar days after the Effective Date of the Merger. A Former Stockholder may withdraw a demand for appraisal by delivering to Thermo Electron a written withdrawal of the demand for appraisal and acceptance of the Merger, except that any such attempt to withdraw made more than 60 calendar days after the Effective Date of the Merger will require the written approval of Thermo Electron. Once a petition for appraisal has been filed, such appraisal proceeding may not be dismissed as to any Former Stockholder without the approval of the Court. The foregoing summary does not purport to be a complete statement of the procedures to be followed by Former Stockholders desiring to exercise their dissenting appraisal rights and is qualified in its entirety by express reference to the Section 262 of the DGCL, 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 262 OF THE DELAWARE GENERAL CORPORATION LAW 262. APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to ss.228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to ss.251 (other than a merger effected pursuant to ss.251 (g) of this title), ss.252, ss.254, ss.257, ss.258, ss.263 or ss.264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of ss.251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to ss.ss.251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; -4- 5 b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under ss.253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsections (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or -5- 6 (2) If the merger or consolidation was approved pursuant to ss.228 or ss.253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders -6- 7 of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed, by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by or more publications at least week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates -7- 8 representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. (Last amended by Ch. 339, L. `98, eff. 7-1-98.) -8- EX-99.(A)(20) 4 ex99-a20.txt FORM OF LETTER OF TRANSMITTAL 1 EXHIBIT (a)(20) LETTER OF TRANSMITTAL TO EXCHANGE 0.85 SHARES OF COMMON STOCK of THERMO ELECTRON CORPORATION for EACH OUTSTANDING SHARE OF COMMON STOCK of THERMO INSTRUMENT SYSTEMS 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 THERMO INSTRUMENT COMMON STOCK
NUMBER OF SHARES NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE OF THERMO INSTRUMENT COMMON (AS IT APPEARS ON CERTIFICATES)* NUMBER(S)** STOCK ----------------------------------------------- ----------- --------------------------- ----------- --------------------------- ----------- --------------------------- ----------- --------------------------- ----------- --------------------------- ----------- --------------------------- Total Number of Shares of Thermo Instrument Common Stock
*Attach Schedule if needed. See Instruction 3. I HAVE LOST MY THERMO INSTRUMENT CERTIFICATE(S) FOR ______ SHARES OF THERMO INSTRUMENT 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 THERMO INSTRUMENT SYSTEMS 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"), Thermo Instrument Systems Inc. ("Thermo Instrument" 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 ("Thermo Instrument Common Stock"), outstanding at the effective time of the Merger was converted into the right to receive 0.85 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 Thermo Instrument 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 of Thermo Electron Common Stock and any check in lieu of fractional shares should be issued in the name of fractional shares should be sent to someone other than as someone other than as set forth in Box A. 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: _______________________________________ Name: _______________________________________ (Please Print) (Please Print) Address: ____________________________________ 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 Thermo Instrument 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 Thermo Instrument 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 bottom of page 7 in order to avoid backup withholding. If you have checked the box in Part II and do not 5 6 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 Thermo Instrument stockholder is unable to deliver to the Exchange Agent the Certificate(s) representing his, her or its shares of Thermo Instrument 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 THERMO INSTRUMENT SYSTEMS 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-----