<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 4
TO
SCHEDULE 13E-3
(Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
Thermo Vision Corporation
(Name of Issuer)
Thermo Vision Corporation
Thermo Instrument Systems Inc.
Thermo Electron Corporation
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
883600 10 8
(CUSIP Number of Class of Securities)
Sandra L. Lambert, Secretary
Thermo Vision Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with a copy to:
Seth H. Hoogasian, General Counsel
Thermo Vision Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
<PAGE> 2
b. / / The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. / /
2
<PAGE> 3
This Amendment No. 4 to Rule 13e-3 Transaction Statement (the "Final
Amendment") amends and supplements the Rule 13e-3 Transaction Statement on
Schedule 13E-3 filed with the Securities and Exchange Commission (the
"Commission") by Thermo Vision Corporation ("Thermo Vision" or the "Company"),
Thermo Instrument Systems Inc. ("Thermo Instrument"), VIZ Acquisition
Corporation (the "Merger Sub"), and Thermo Electron Corporation ("Thermo
Electron") on September 9, 1999, as amended and supplemented by Amendment No. 1
thereto filed on October 22, 1999, by Amendment No. 2 thereto filed on November
16, 1999, and by Amendment No. 3 thereto filed on December 3, 1999 (as amended
and restated, the "Statement"), in connection with a proposal to adopt an
Agreement and Plan of Merger dated as of August 25, 1999 (the "Merger
Agreement") by and among Thermo Instrument, the Merger Sub and Thermo Vision,
pursuant to which the Merger Sub, a subsidiary of Thermo Instrument, will be
merged with and into Thermo Vision.
This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3), to
report the results of the transaction that is the subject of this Statement.
Capitalized terms used herein not otherwise defined shall have the meanings
ascribed to such terms in this Statement. Except as expressly set forth in this
Final Amendment, all information in this Statement remains unchanged.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
The information set forth in Item 3 of the Statement is hereby amended and
supplemented as follows: At a Special Meeting of the stockholders held on
January 6, 2000, the stockholders of Thermo Vision voted to adopt the Merger
Agreement. The Merger Agreement was adopted (i) by holders of a majority of the
Company's outstanding shares of common stock entitled to vote at the Special
Meeting, as required by Delaware law, and (ii) by holders of a majority of the
outstanding shares of common stock voted at the Special Meeting by stockholders
other than Thermo Instrument, Thermo Electron, and officers and directors of
the Company, Thermo Instrument and Thermo Electron, as required by the Merger
Agreement. The transactions with respect to the Merger described in this
Statement were consummated on January 6, 2000. The Company filed a Certificate
of Merger with the Secretary of State of the State of Delaware on January 6,
2000 and, as a result, the Merger became effective as of 12:00 p.m. (the
"Effective Time") on that date. The separate existence of the Merger Sub ceased
as of the Effective Time. Each share of common stock of the Company that was
issued and outstanding immediately prior to the Effective Time (other than
shares held by Thermo Instrument and Thermo Electron and stockholders exercising
dissenters' rights) was converted as of the Effective Time into the right to
receive $7.00 per share in cash without interest, in accordance with the Merger
Agreement.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The information set forth in Item 5 of the Statement is hereby amended and
supplemented as follows: The Merger was consummated on January 6, 2000. Because
the Company, as a result of the Merger, has only two stockholders, Thermo
Instrument and Thermo Electron, the Company filed on January 7, 2000 a
certification on Form 15 pursuant to Rule 12g-4 to provide notice of termination
of the registration of the common stock of the Company under the
3
<PAGE> 4
Securities Exchange Act of 1934, as amended, and to suspend all reporting
requirements thereunder.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 10 of the Statement is hereby amended and
supplemented as follows: As a result of the Merger and the transactions
consummated in connection therewith, Thermo Instrument and Thermo Electron own
100% of the outstanding capital stock of the Company (as the Surviving
Corporation).
SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
THERMO VISION CORPORATION
Dated: January 7, 2000 By: /s/ Kenneth J. Apicerno
-----------------------------------------
Name: Kenneth J. Apicerno
Title: Treasurer
VIZ ACQUISITION CORPORATION
Dated: January 7, 2000 By: /s/ Earl R. Lewis
------------------------------------------
Name: Earl R. Lewis
Title: President
THERMO INSTRUMENT SYSTEMS INC.
Dated: January 7, 2000 By: /s/ Earl R. Lewis
-----------------------------------------
Name: Earl R. Lewis
Title: President and Chief Executive Officer
THERMO ELECTRON CORPORATION
Dated: January 7, 2000 By: Theo Melas-Kyriazi
-----------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
4
