-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lXQ1PHBltvzCcensNkhsR2f5yAC2f4BKVkCMVMt0+yTgq0VcKt3K2F+1caDUiuT4 9YUeOOzByI0nhHRjg+7Z2A== 0000950109-94-002200.txt : 19941128 0000950109-94-002200.hdr.sgml : 19941128 ACCESSION NUMBER: 0000950109-94-002200 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941123 SROS: NASD GROUP MEMBERS: PB ACQUISITION CORP. GROUP MEMBERS: THERMO ELECTRON CORP GROUP MEMBERS: THERMO ELECTRON CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURITAN BENNETT CORP CENTRAL INDEX KEY: 0000081199 STANDARD INDUSTRIAL CLASSIFICATION: 3842 IRS NUMBER: 440399150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11018 FILM NUMBER: 94561711 BUSINESS ADDRESS: STREET 1: 9401 INDIAN CREEK PKWY BLDG 40 STE 300 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 913-338-7410 MAIL ADDRESS: STREET 1: 9401 INDIAN CREEK PARKWAY CITY: OVERLAND PARK STATE: KS ZIP: 66210 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: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 SC 14D1/A 1 SCHEDULE 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (Amendment No. 3) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ PURITAN-BENNETT CORPORATION (Name of Subject Company) PB ACQUISITION CORP. THERMO ELECTRON CORPORATION (Bidders) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Including the Associated Common Stock Purchase Rights) (Title of Class of Securities) 746299 10 6 (CUSIP Number of Class of Securities) SETH H. HOOGASIAN, ESQ. Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02254 (617) 622-1000 Copy To: DAVID E. REDLICK, ESQ. Hale and Dorr 60 State Street Boston, MA 02109 (617) 526-6000 (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------------ CALCULATION OF FILING FEE ======================================================================= Transaction Valuation* $315,386,883 Amount of Filing Fee** $63,077.38 ======================================================================= -------------------- * For purposes of calculating fee only. This amount is based upon (a) 11,914,965 outstanding shares of Common Stock, $1.00 par value per share (the "Shares"), of the Subject Company (excluding Shares owned by the Bidders), as reported in the Quarterly Report on Form 10-Q of the Subject Company for the quarter ended July 31, 1994, (b) 957,969 shares reserved for issuance upon the exercise of options outstanding as reported in the Annual Report on Form 10-K of the Subject Company for the year ended January 31, 1994 and (c) the price offered per Share. ** The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the Transaction Valuation. / X / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $63,077.38 Form or Registration No.: Schedule 14D-1 Filing Party: PB Acquisition Corp. and Thermo Electron Corporation Date Filed: October 25, 1994 -2- This Amendment No. 3 to Tender Offer Statement on Schedule 14D-1 ("Amendment No. 3") relates to the offer by PB Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Thermo Electron Corporation, a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $1.00 par value per share (the "Shares"), of Puritan-Bennett Corporation, a Delaware corporation (the "Company"), and (unless, on or before the Expiration Date (as defined in the Offer to Purchase), the associated Common Stock Purchase Rights (the "Rights") have been redeemed by the Company's Board of Directors) the Rights issued pursuant to the Rights Agreement dated as of May 2, 1989, between the Company and United Missouri Bank of Kansas City, N.A., (now known as UMB Bank, N.A.), as Rights Agent, at a purchase price of $24.50 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 25, 1994 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Statement on Schedule 14D-1 originally filed with the Commission on October 25, 1994, as amended on November 8, 1994 and November 22, 1994 (the "Original Statement"). The Original Statement is amended as follows: ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) is hereby amended and supplemented by the following: The Purchaser has extended the Offer until 12:00 midnight, New York City time, on Monday, November 28, 1994. On November 23, 1994, the Parent issued a press release announcing such extention of the Offer. The full text of the press release is set forth in Exhibit (a)(11) and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding immediately following the reference to Exhibit (a)(10) the following: (a)(11) Press Release issued by the Parent on November 23, 1994. -3- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct. THERMO ELECTRON CORPORATION By: /s/ John N. Hatsopoulos ----------------------------------- Name: John N. Hatsopoulos Title: Chief Financial Officer and Executive Vice President PB ACQUISITION CORP. By: /s/ John W. Wood, Jr. ----------------------------------- Name: John W. Wood, Jr. Title: President Date: November 23, 1994 -4- EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- (a)(1) Offer to Purchase dated October 25, 1994 * (a)(2) Letter of Transmittal * (a)(3) Notice of Guaranteed Delivery * (a)(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees * (a)(5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees * (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 * (a)(7) Summary Advertisement as published on October 25, 1994 * (a)(8) Press Release issued by the Parent on October 24, 1994 * (a)(9) Press Release issued by the Parent on November 8, 1994 * (a)(10) Press Release issued by the Parent on * November 22, 1994 (a)(11) Press Release issued by the Parent on November 23, 1994
------------------------ * Previously Filed. -5- EX-11.A11 2 PRESS RELEASE [LETTERHEAD OF THERMO ELECTRON APPEARS HERE] THERMO ELECTRON TO EXTEND PURITAN - BENNETT OFFER WALTHAM, Mass., November 23, 1994 -- Thermo Electron Corporation (NYSE-TMO) announced today that it is extending its $24.50 per share, all-cash tender offer for all of the outstanding common stock of Puritan-Bennett Corporation until midnight, New York City time, on Monday, November 28, 1994, unless further extended by Thermo Electron. Preliminary figures show that a total of approximately 7,818,917 shares had been tendered through November 22, 1994, when the tender offer was originally scheduled to expire. The tendered shares, together with the shares already owned by Thermo Electron, constitute approximately 67.3 percent of the outstanding Puritan-Bennett common stock at September 7, 1994 (62.5 percent on a fully diluted basis). "The offer is being extended to give Puritan-Bennett's board of directors - -- and any non-tendering shareholders -- the opportunity to consider the substantial support of Puritan-Bennett's shareholders for our offer as evidenced by the significant number of shares tendered," said George N. Hatsopoulos, chairman and president of Thermo Electron. "We don't see how Puritan-Bennett can continue to assert that our offer is 'not in the best interest of the company and its stockholders' when shareholders representing more than 60 percent of the outstanding shares have shown their support for our offer. Given the measures that the Puritan-Bennett board has taken to resist our offer, the response of the Puritan-Bennett shareholders is especially encouraging, and should prod the board to begin meaningful discussions with us." Dr. Hatsopoulos expressed hope that shareholders who had not tendered due to the opposition of the Puritan- Bennett board would now do so in order to "send an even stronger message to the board." Thermo Electron's offer includes a condition that no new severance packages be adopted. Dr. Hatsopoulos noted that the Puritan-Bennett board of directors had implemented new severance benefits for its management and employees, including an enhanced severance package for the company's president, Burton Dole, subsequent to Thermo Electron's tender offer. He further stated that Thermo Electron does not intend to complete the acquisition at the $24.50 price unless these measures are repealed. Except for the extension of the expiration date, the existing terms and conditions (including the condition as to new severance benefits) will continue to apply to the tender offer. Thermo Electron has already obtained antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to its tender offer for Puritan-Bennett. Thermo Electron Corporation is a world leader in environmental monitoring and analysis instruments and a major manufacturer of biomedical products including heart-assist devices and mammography systems, papermaking and recycling equipment, alternative-energy systems, and other specialized products. The company also provides environmental and metallurgical services and conducts advanced technology research and development. With annual worldwide sales of more that $1 billion, Thermo Electron has approximately 10,000 employees and operations in 14 countries. Headquarters are in Waltham, Massachusetts. ### -----END PRIVACY-ENHANCED MESSAGE-----