SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Brown & Sharpe Manufacturing Company
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
115223 10 9
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781) 622-1000 Waltham, MA 02254-9046
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 29, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 743,800
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
743,800
- -------------------------------------------------------------------------------
10 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
743,800
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.77%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
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Thermo Electron Corporation (the "Reporting Person") hereby amends its
statement on Schedule 13D relating to the shares of Class A Common Stock, par
value $1.00 per share (the "Shares"), of Brown & Sharpe Manufacturing Company
(the "Issuer"), as set forth below.
Item 2. Identity and Background.
The first paragraph of Item 2 is hereby amended and restated in its
entirety as follows:
This Amendment is being filed by the Reporting Person to reflect a
change in the information set forth herein under Item 4.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Person made its equity investment in the Issuer with a
view towards a possible acquisition of the Issuer. The Reporting Person, through
its majority-owned subsidiary Thermo Optek Corporation, made a proposal to the
Issuer in March 1998 for a possible acquisition. The Issuer rejected the
proposal and informed the Reporting Person that the Issuer's Board of Directors
has determined that the best means for providing long-term value to its
shareholders is to independently pursue its business plan rather than to sell
the company.
On May 26, 1998, the Reporting Person proposed to the Issuer an
increase in the price per share that it would consider paying for the
outstanding Shares in a merger. On May 29, 1998, the Issuer responded that its
Board of Directors had considered and rejected the revised proposal as grossly
inadequate, and reaffirmed the Board's determination that the best means for
providing long-term value to the Issuer's shareholders is to independently
pursue its business plan rather than to sell the company. The Reporting Person
believes that the Issuer's position is not in the best interests of the Issuer's
shareholders and, in accordance with its intention stated in its letter dated
May 26, 1998 and in Amendment No. 1 to this Schedule 13D, plans to commence
selling some or all of its Shares.
The Reporting Person may dispose of its Shares from time to time, on
the open market or otherwise. Conditions relevant to any future action may
include plans of the management of the Issuer, if any, with respect to the
Issuer, the market performance of the Issuer's common stock, then current market
and economic conditions, and the Issuer's then current or prospective financial
performance.
Except as set forth in this Item 4, neither the Reporting Person nor,
to the Reporting Person's knowledge, any of the executive officers or directors
of the Reporting Person has any current plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D, although the Reporting Person and such other persons do not
rule out the possibility of effecting or seeking to effect any such actions in
the future.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended to include the additional exhibit listed
below:
(v) Letter dated May 29, 1998 from Frank T. Curtin, Chairman, President
and Chief Executive Officer of the Issuer, to Earl R. Lewis, President and Chief
Executive Officer of Thermo Instrument Systems Inc.
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Date: June 2, 1998 THERMO ELECTRON CORPORATION
By: /s/ Jane E. Kirk
Jane E. Kirk
Assistant Secretary
<PAGE>
Exhibit (v)
[Brown & Sharpe Letterhead]
May 29, 1998
Via Fax
Original by Federal Express
Mr. Earl R. Lewis
President and Chief Executive Officer
Thermo Instrument Systems Inc.
8 East Forge Parkway
Franklin, MA 02038
Dear Mr. Lewis:
Brown & Sharpe's Board of Directors has discussed your letter of May
26, 1998, which, as did your April 7, 1998 letter, proposed a merger of Brown &
Sharpe with Thermo Optek. Under your revised proposal, each share of Brown &
Sharpe would be exchanged for $15.50 in cash.
After again consulting with its advisors and carefully considering your
revised proposal, the Brown & Sharpe Board of Directors has unanimously
determined that the proposal is grossly inadequate and is not in the best
interests of Brown & Sharpe and its shareholders. The Board of Directors has
also reaffirmed its determination that the best means of providing long-term
value to Brown & Sharpe's shareholders is to independently pursue our business
plan rather than to sell the company.
Sincerely,
/s/ Frank T. Curtin
Frank T. Curtin
FTC:kv
