-----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, E5sxMTloz00/8QjiFbti4HqT58R1zbAjZ84fifzQ72/f1AmaE4lBXJj8LLDjzTlD MQRWb8vHqsluWPnGR7Qimg== 0000950135-00-002442.txt : 20000502 0000950135-00-002442.hdr.sgml : 20000502 ACCESSION NUMBER: 0000950135-00-002442 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 615451 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 615452 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 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: SC TO-T 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: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T 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 1 THERMO ELECTRON CORPORATION 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 ----------------------- THERMEDICS INC. (Name of Subject Company) THERMO ELECTRON CORPORATION (Offeror) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 883901 10 0 (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 CALCULATION OF FILING FEE Transaction Valuation(1): $105,466,231 Amount of Filing Fee(2): $21,094 - --------------------- (1) Estimated for purposes of calculating the amount of the filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based upon (a) the maximum number of Thermo Electron Shares to be offered pursuant to the Offer and (b) the market value per share of Thermo Electron Shares, as established by the average of the high and low prices reported in the consolidated transaction reporting system as of April 27, 2000. (2) One-fiftieth of one percent of the Transaction Valuation. [X] Check the 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: $25,629 Form or Registration No.: Form S-4 Filing Party: Thermo Electron Corporation Date Filed: May 1, 2000. [ ] 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. [X] 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: [ ] SCHEDULE 13D INFORMATION ---------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thermo Electron Corporation IRS No. 04-2209186 ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------- 3 4. SOURCE OF FUNDS* OO ---------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ---------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 31,759,424 OWNED BY ------------------------------------------- EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 ---------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 31,759,424 ---------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ---------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,759,424 ---------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.5% ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO ---------------------------------------------------------------------- 4 This Tender Offer Statement on Schedule TO relates to the offer by Thermo Electron Corporation, a Delaware corporation (the "Acquiror" or "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 Thermedics Inc., a Massachusetts corporation (the "Company" or "Thermedics"), at an exchange ratio of 0.45 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 May 1, 2000 (the "Prospectus"), incorporated herein by reference as Exhibit 12(a)(1), 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 Thermedics 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 Thermedics") are incorporated herein by reference as set forth below. ITEM 1. SUMMARY TERM SHEET. See the sections of the Prospectus captioned "Questions And Answers About The Exchange Offer And The Merger" and "Summary". ITEM 2. SUBJECT COMPANY INFORMATION. (a) See the section of the Prospectus captioned "Information About Thermo Electron And Thermedics". (b) See the section of the Prospectus captioned "Summary -- Share Ownership Information". (c) See the section of the Prospectus captioned "Market Prices And Dividends". ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) See the sections of the Prospectus captioned "Summary" and "Information About Thermo Electron And Thermedics" and Annex A to the Prospectus ("Directors And Executive Officers Of Thermo Electron And Thermedics"). (b) See the section of the Prospectus captioned "Information About Thermo Electron And Thermedics". (c) See Annex A to the Prospectus ("Directors And Executive Officers Of Thermo Electron And Thermedics"). ITEM 4. TERMS OF THE TRANSACTION. (a) See the sections of the Prospectus captioned "Questions And Answers About The Exchange Offer And The Merger", "Summary", "Risk Factors -- Risks Related to the Exchange Offer and the Merger", "Risk Factors -- Risks Related to Our Reorganization", "Background To The Exchange Offer And The Merger -- Effects Of The Exchange Offer And The Merger", "The Exchange Offer -- Terms Of The Exchange Offer; Expiration Of The Exchange Offer", "The Exchange Offer -- 5 Acceptance For Exchange And Exchange Of Shares", "The Exchange Offer -- Procedures For Accepting The Exchange Offer And Tendering Shares", "The Exchange Offer -- Withdrawal Rights", "Federal Income Tax Consequences" and "Comparison Of The Rights Of Holders Of Our Common Stock And The Rights Of Holders Of Thermedics Common Stock". ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (a) See the sections of the Prospectus captioned "Background To The Exchange Offer And The Merger - - Conflicts Of Interest" and "Transactions With Related Parties". (b) See the sections of the Prospectus captioned "Summary", "Background To The Exchange Offer - - Our Reorganization; Purpose And Reasons For The Exchange Offer And The Merger" and "Conduct Of Thermedics' Business After The Exchange Offer And The Merger". ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) and (c)(1)-(7) See the sections of the Prospectus captioned "Questions And Answers About The Exchange Offer And The Merger", "Summary", "Background To The Exchange Offer And The Merger", "The Exchange Offer" and "The Merger; Appraisal Rights". ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a), (b) and (d) See the sections of the Prospectus captioned "Summary" and "The Exchange Offer". ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) See the sections of the Prospectus captioned "Summary - - Share Ownership Information" and "Background To The Exchange Offer And The Merger -- Conflicts of Interest" and Annex A to the Prospectus ("Directors And Executive Officers Of Thermo Electron And Thermedics"). (b) None. ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. (a) See the sections of the Prospectus captioned "Questions And Answers About The Exchange Offer", "Summary" and "The Exchange Offer - - Fees And Expenses". ITEM 10. FINANCIAL STATEMENTS. (a) Incorporated herein by reference to Acquiror's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (SEC File No. 1-8002). See the sections of the Prospectus captioned "Summary" and "Where You Can Find More Information". (b) See the section of the Prospectus captioned "Thermo Electron Corporation Pro Forma Consolidated Condensed Financial Statements (Unaudited)". ITEM 11. ADDITIONAL INFORMATION. (a)(1) None. (a)(2) See the section of the Prospectus captioned "The Exchange Offer - -- Legal Matters; Regulatory Approvals". (a)(3) See the section of Prospectus captioned "The Exchange Offer -- Legal Matters; Regulatory Approvals". 6 (a)(4) See the section of the Prospectus captioned "Background To The Exchange Offer And The Merger -- Effects Of The Exchange Offer And The Merger". (a)(5) None. (b) The information set forth in the Prospectus and the Letter of Transmittal is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1) Prospectus dated May 1, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 2000). (a)(2) Form of Letter of Transmittal (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 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 May 1, 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 May 1, 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 May 1, 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 May 1, 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). (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 May 1, 2000). 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. 7 THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi --------------------------------- Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer Date: May 1, 2000 8 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 12(a)(1) Prospectus dated May 1, 2000 (incorporated herein by reference to Thermo Electron's Registration Statement on Form S-4 filed on May 1, 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 May 1, 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 May 1, 2000) 12(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 May 1, 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 May 1, 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 May 1, 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(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 May 1, 2000)
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