-----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, S1ItjrzU2eHzaI9eeqH+o2lSndgYLTRypGGrs2B9Z+UlGIMeIH/T7A1l0iKq0gGl V0veIi+oMRVjmgJehPwsQQ== /in/edgar/work/20000630/0000795986-00-000036/0000795986-00-000036.txt : 20000920 0000795986-00-000036.hdr.sgml : 20000920 ACCESSION NUMBER: 0000795986-00-000036 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 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: 425 SEC ACT: SEC FILE NUMBER: 001-09786 FILM NUMBER: 665832 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: 425 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 425 1 0001.txt FORM 425 Filer: Thermo Electron Corporation Subject Company: Thermo Instrument Systems Inc. Subject Company Exchange Act File No.: 1-9786 Registration Statement No.: 333-35478 PRESS RELEASE: Investor Contact: 781-622-1111 Media Contact: 781-622-1252 Thermo Electron Completes Thermo Instrument and Thermedics Exchange Offers WALTHAM, Mass., June 30, 2000 - Thermo Electron Corporation (NYSE-TMO) announced today that it has successfully completed its exchange offers for Thermo Instrument Systems Inc. and Thermedics Inc. common stock. Thermo Instrument shareholders received 0.85 shares of Thermo Electron common stock for each Thermo Instrument share, and Thermedics shareholders received 0.45 shares of Thermo Electron common stock for each Thermedics share, tendered in the exchange offers. The Securities and Exchange Commission declared Thermo Electron's registration statement for each of these exchange offers effective on Wednesday, June 28, 2000. According to reports from the depositaries for the exchange offers, Thermo Electron acquired approximately 13 million shares of Thermo Instrument common stock and approximately 8.4 million shares of Thermedics common stock in the exchange offers. These shares represent approximately 10.1 percent of the total number of Thermo Instrument shares outstanding (98.6 percent when combined with shares held by Thermo Electron) and approximately 20 percent of the total number of Thermedics shares outstanding (95.5 percent when combined with shares held by Thermo Electron). Thermo Electron intends to acquire the remaining Thermo Instrument and Thermedics shares later today through short-form mergers with both subsidiaries. Once Thermo Electron completes the short-form mergers, Thermo Instrument's and Thermedics' shares will no longer be listed on the American Stock Exchange. Shareholders who did not tender their shares in the exchange offers will receive the same per-share consideration in the short-form mergers. Thermo Electron's transfer agent, EquiServe Trust Company, N.A., will forward to Thermo Instrument and Thermedics shareholders who did not tender their shares in the exchange offers detailed instructions regarding how to surrender their stock certificates in order to receive Thermo Electron shares. Shareholders should not submit their stock certificates to the transfer agent until they have received these materials. Options to purchase Thermo Instrument and Thermedics common stock that are outstanding at the time of the mergers will be assumed by Thermo Electron and converted into options to purchase Thermo Electron common stock. Obligations outstanding at the time of the mergers under Thermo Instrument's and Thermedics' convertible debentures will be assumed by Thermo Electron, and these debentures will be convertible into Thermo Electron shares. Thermo Electron Corporation is a leading provider of analytical and monitoring instruments used in a broad range of applications, from life sciences research to telecommunications to food and beverage production. In addition, Thermo Electron serves the healthcare market through a family of medical companies, and is a major producer of paper recycling systems and provides fiber-recovery products. As announced on January 31, 2000, the company has initiated a major reorganization that would transform it into one publicly traded entity focused on its core instruments business. The company's medical products and paper recycling businesses will be spun off as dividends to Thermo Electron shareholders. More information is available on the Internet at http://www.thermo.com. Other Important Information: We urge investors and security holders to read the following documents when they become available, regarding the exchange offer and the merger described in this announcement, because they contain important information: - - Thermo Electron's preliminary prospectus, any prospectus supplement, final prospectus, and other materials relating to the Thermo Instrument and Thermedics exchange offers. - - Thermo Electron's registration statements on Form S-4 and Schedules TO, as amended, which relate to the Thermo Instrument and Thermedics exchange offers and contain or incorporate by reference the documents listed above and other information. - - Thermo Instrument's and Thermedics' solicitation/recommendation statement on Schedule 14D-9. These documents and amendments to these documents have been or will be filed with the SEC. When these and other documents are filed with the SEC, they may be obtained for free at the SEC's Web site at www.sec.gov. You may also obtain for free each of these documents, when available, from us. You can call us at (781) 622-1111 or write to us at: Investor Relations Department Thermo Electron Corporation 81 Wyman Street, P.O. Box 9046 Waltham, MA 02454-9046 The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Risk Factors" in the company's Amendment No. 2 to Registration Statement on Form S-4 [Reg. No. 333-35478] filed with the Securities and Exchange Commission on June 27, 2000. These include risks and uncertainties relating to: the company's ability to complete its corporate reorganization, the need for a favorable Internal Revenue Service ruling regarding planned spin-offs of certain subsidiaries, divestitures planned as part of the reorganization, integration of the instrument businesses, issuance of significant amounts of additional shares as part of the reorganization, liquidity and prospective performance of the subsidiaries to be spun off, guarantees of obligations of the subsidiaries to be spun off, stock price volatility, goodwill acquired by the company, internal growth, the effect of exchange rate fluctuations on the company's significant international operations, the need to develop new products and adapt to significant technological change, changes in governmental regulations, and dependence of demand on capital spending and government funding policies. # # # -----END PRIVACY-ENHANCED MESSAGE-----