-----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, RbF6rQNKBLVcXu+m6fC6yU0PuyaVrR9lXZNty4aWrAbcnFDk7F+F/cigP4BjPqRA UdP6gLgqk/Lg02EwmHVKDA== 0000864960-00-000007.txt : 20000414 0000864960-00-000007.hdr.sgml : 20000414 ACCESSION NUMBER: 0000864960-00-000007 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ECOTEK CORP CENTRAL INDEX KEY: 0000864960 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 043072335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-13572 FILM NUMBER: 600318 BUSINESS ADDRESS: STREET 1: 245 WINTER ST STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 245 WINTER STREET STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [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 PRESS RELEASE Filer: Thermo Electron Corporation Subject Company: Thermo Ecotek Corporation Subject Company Exchange Act File No.: 1-13572 Registration Statement No.: 333-____________ PRESS RELEASE: Investor Contact: 781-622-1111 Media Contact: 781-622-1252 THERMO ELECTRON ANNOUNCES CONTINUED PROGRESS ON COMPANY REORGANIZATION WALTHAM, Mass., April 13, 2000 - Thermo Electron Corporation (NYSE-TMO) announced today that 10 weeks after unveiling its aggressive plan to simplify the company and focus solely on its core measurement and detection instruments business, the company has taken three companies private - with one additional cash tender offer deadline set for midnight tonight and another for April 27. The company also filed with the Securities and Exchange Commission (SEC) the required documents for two additional cash spin-ins, and submitted to the Internal Revenue Service (IRS) its ruling requests for the planned spinoffs of its Thermo Fibertek business and a new medical products company as dividends to Thermo Electron shareholders. "We are on track with our aggressive timetable to complete our reorganization plan," said Richard F. Syron, chairman, president, and chief executive officer of Thermo Electron. "With the tender offer for Thermo BioAnalysis set to expire tonight and Metrika Systems in two weeks, we expect to complete five of the measurement and detection instrument company spin-ins by early May. In addition, we are awaiting SEC clearance of our filings related to the Thermo Optek and ThermoQuest mergers, at which time we will set dates for the completion of these short-form mergers. We are confident these transactions can be accomplished before the end of May." Syron continued, "I'm also pleased to report progress on our planned divestitures of noncore businesses with aggregate revenues of $1.2 billion. Since June 1999, we have sold businesses with aggregate 1999 revenues of approximately $206 million, generating cash and noncash pretax proceeds of approximately that number, and we continue to have fruitful discussions with other potential buyers. We plan to reinvest the substantial proceeds we expect to generate from these sales to fund our ambitious growth plans for our core measurement and detection instruments business. "We invite the public to follow our reorganization progress by clicking on 'Reorganization Update' on the Thermo Electron home page, at www.thermo.com." A summary of other pending transactions follows: * By the end of April, the company expects to submit the necessary filings to the SEC for the Thermo Instrument and Thermedics exchange offers, at which time it will commence both exchange offers. * By early May, the company expects to submit necessary filings to the SEC on the Thermo Ecotek short-form merger and the ThermoLase and ThermoTrex long-form mergers. (Because Thermo Electron controls a majority of the shares on ThermoLase and ThermoTrex, shareholder approval is assured on these transactions.) -more- * The company has already received SEC clearance of its proxy materials for the proposed long-form merger of The Randers Killam Group subsidiary, and has set May 15, 2000, as the date for shareholders to vote on the merger. (Because Thermo Electron and Thermo TerraTech together control approximately 96 percent of The Randers Killam Group, shareholder approval is assured.) * The company is awaiting SEC clearance of necessary filings on the ThermoRetec and Thermo TerraTech mergers, at which time it will set meeting dates for shareholder approval. (Thermo Electron also controls a majority interest in these companies, so shareholder approval is assured.) * Because IRS review of private letter ruling requests typically takes up to nine months, the company expects to complete the Thermo Fibertek and medical products company spinoffs to shareholders by late 2000, or early 2001. 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 products, and is a major producer of paper recycling systems and provides water-clarification and fiber-recovery products and services. As announced on January 31, 2000, the company has initiated a major reorganization that would transform it into one company focused on its core measurement and detection instruments business. Its 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: SOME OF THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET COMMENCED. AS SOON AS WE COMMENCE OUR EXCHANGE OFFERS FOR THERMO INSTRUMENT AND THERMEDICS, WE WILL FILE TENDER OFFER STATEMENTS AND REGISTRATION STATEMENTS ON FORM S-4 WITH THE SEC. IN ADDITION, WE HAVE NOT YET FILED REGISTRATION STATEMENTS ON FORM S-4 RELATING TO THE PROPOSED SHORT-FORM MERGER WITH THERMO ECOTEK AND THE LONG-FORM MERGERS WITH THERMOTREX AND THERMOLASE. YOU SHOULD READ EACH OF THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. YOU CAN OBTAIN THE TENDER OFFER STATEMENTS, REGISTRATION STATEMENTS, AND OTHER DOCUMENTS THAT ARE FILED WITH THE SEC FOR FREE WHEN THEY ARE AVAILABLE ON THE SEC'S WEB SITE AT http://www.sec.gov. IF YOU WRITE US OR CALL US, WE WILL SEND YOU THESE DOCUMENTS FOR FREE WHEN THEY ARE AVAILABLE, AS APPLICABLE TO THE PARTICULAR TRANSACTION: * TENDER OFFER STATEMENTS (EXCEPT FOR EXHIBITS) * REGISTRATION STATEMENTS ON FORM S-4 * OFFERS TO PURCHASE * LETTERS OF TRANSMITTAL * NOTICES OF GUARANTEED DELIVERY 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 -----END PRIVACY-ENHANCED MESSAGE-----