SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
April 27, 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).
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<S> <C> <C> <C> <C> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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<S> <C> <C> <C> <C> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
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<S> <C> <C> <C> <C> <C> <C>
3 SEC USE ONLY
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<S> <C>
4 SOURCE OF FUNDS*
WC
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<S> <C> <C> <C> <C> <C> <C>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
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<S> <C> <C> <C> <C> <C> <C>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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<S> <C>
7 SOLE VOTING POWER
NUMBER OF
SHARES 743,800
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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<S> <C>
8 SHARED VOTING POWER
0
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<S> <C>
9 SOLE DISPOSITIVE POWER
743,800
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<S> <C>
10 SHARED VOTING POWER
0
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<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
743,800
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<S> <C> <C>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.79%
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<S> <C>
14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Class A Common Stock, par
value $1.00 per share (the "Shares"), of Brown & Sharpe Manufacturing Company
(the "Issuer"). The Issuer's principal executive offices are located at
Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852.
Item 2. Identity and Background.
This statement is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person is filing this statement pursuant to
Rule 13d-1 to reflect the Reporting Person's holdings of more than 5% of the
Issuer's Shares.
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02254-9046. The
Reporting Person is a Delaware corporation.
The Reporting Person develops, manufactures and markets analytical and
monitoring instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; paper recycling and
papermaking equipment; alternative-energy systems; industrial process equipment;
and other specialized products. The Reporting Person also provides a range of
services that include industrial outsourcing, particularly in
environmental-liability management, laboratory analysis, and metallurgical
processing; and conducts advanced technology research and development.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Person his or her (a) name; (b)
residence or business address; (c) present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and (d) citizenship. To the
knowledge of the Reporting Person, there is no person who may be deemed to be a
controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person has expended approximately $8,010,000 in
purchasing Shares of the Issuer. These funds were paid out of the Reporting
Person's working capital.
Item 4. Purpose of Transaction
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. The Reporting Person remains interested in a possible acquisition
at a price in excess of the current market price for the Shares. However, the
Reporting Person will pursue an acquisition only with the consent of the
Issuer's Board of Directors.
The Reporting Person reserves the right to continue to acquire Shares
or to dispose of Shares from time to time, on the open market or otherwise.
Conditions relevant to any future action may include then current market and
economic conditions, the Issuer's then current or prospective financial
performance, the market performance of the Issuer's common stock and plans of
the management of the Issuer, if any, with respect to the Issuer, including a
possible sale of the company. Any acquisition of the Issuer by the Reporting
Person would result in the Reporting Person obtaining control of the Issuer and
the Issuer becoming a direct or indirect subsidiary of the Reporting Person.
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 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 743,800 Shares, or
approximately 5.79% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own no Shares.
(b) The Reporting Person has the sole power to vote and dispose of the
Shares.
(c) The Reporting Person has effected the following purchases on the
open market with respect to the Shares during the past 60 days.
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Date Shares Purchased Price Per Share Transfer Type
03/04/98 5,000 $ 10 Open Market Purchase
03/05/98 600 10 Open Market Purchase
03/05/98 10,200 10.25 Open Market Purchase
04/14/98 3,800 12.125 Open Market Purchase
04/14/98 1,500 12.25 Open Market Purchase
04/22/98 10,000 12.625 Open Market Purchase
04/22/98 9,500 12.5625 Open Market Purchase
04/23/98 700 12.375 Open Market Purchase
04/24/98 3,900 12.375 Open Market Purchase
04/27/98 50,800 12 Open Market Purchase
04/27/98 18,200 12.125 Open Market Purchase
04/28/98 5,800 13.625 Open Market Purchase
04/29/98 74,200 13.625 Open Market Purchase
04/29/98 10,500 13.50 Open Market Purchase
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer. Not applicable.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
filed herewith as exhibits.
(i) Letter dated March 13, 1998 from Earl R. Lewis, President
and Chief Executive Officer of Thermo Instrument Systems
Inc., to Frank T. Curtin, Chairman, President and Chief
Executive Officer of the Issuer.
(ii) Letter dated March 20, 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.
(iii) Letter dated April 7, 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.
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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: April 30, 1998 THERMO ELECTRON CORPORATION
By: /s/ Sandra L. Lambert
Sandra L. Lambert
Secretary
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APPENDIX A
The following individuals are executive officers or directors of Thermo
Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of Thermo Electron is Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046.
John M. Albertine: Director, Thermo Electron
Dr. Albertine is Chairman of the Board and Chief Executive Officer of
Albertine Enterprises, Inc., an economic and public policy consulting firm. His
business address is Albertine Enterprises, Inc., 1156 15th Street N.W., Suite
505, Washington, DC 20005.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until September 1997, a General Partner of Venrock
Associates, a venture capital investment firm. His address is 103 Horseshoe
Road, Mill Neck, New York 11765-1005.
Elias P. Gyftopoulos: Director, Thermo Electron
Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute of
Technology. His business address is Massachusetts Institute of Technology, Room
24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139.
Frank Jungers: Director, Thermo Electron
Mr. Jungers is a consultant on business and energy matters. His business
address is 822 N.W. Murray, Suite 242, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is President of Pilot Capital Corporation, a firm specializing
in private investments and acquisition services. His business address is Pilot
Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022.
Frank E. Morris: Director, Thermo Electron
Dr. Morris served as President of the Federal Reserve Bank of Boston from
1968 until he retired in 1988. Dr. Morris also served as the Peter Drucker
Professor of Management at Boston College from 1989 to 1994. His address is P.O.
Box 825, 24 Sugarhouse Road, New London, New Hampshire 03257.
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Donald E. Noble: Director, Thermo Electron
For more than 20 years, from 1959 to 1980, Mr. Noble served as the
Chief Executive Officer of Rubbermaid, Incorporated, first with the title of
President and then as Chairman of the Board. His business address is Rubbermaid
Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America Corporation, a
firm engaged in advisory services and private investments, including real
estate. Her business address is 505 Park Avenue, Suite 1100, New York, New York
10022. Ms. Olayan is a citizen of Saudi Arabia.
Richard F. Syron Director, Thermo Electron
Mr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. Mr. Syron was President and Chief Executive
Officer of the Federal Reserve Bank of Boston from 1989 to 1994. His business
address is 86 Trinity Place, New York, New York 10006.
Roger D. Wellington: Director, Thermo Electron
Mr. Wellington is the President and Chief Executive Officer of Wellington
Consultants, Inc. and of Wellington Associates, Inc., international business
consulting firms. His address is P.O. Box 8186, Longboat Key, Florida 34228.
George N. Hatsopoulos: Director, Chairman of the
Board and Chief Executive
Officer, Thermo Electron
John N. Hatsopoulos: Director, President and
ChiefFinancial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
Thermo Electron
William A. Rainville: Senior Vice President,
Thermo Electron
John W. Wood, Jr.: Senior Vice President,
Thermo Electron
Paul F. Kelleher: Senior Vice President,
Finance & Administration and
Chief Accounting Officer
Thermo Electron
<PAGE>
Exhibit (i)
[THERMO INSTRUMENT SYSTEMS INC. LETTERHEAD]
March 13, 1998
Mr. Frank T. Curtin
President and Chief Executive Officer
Brown & Sharpe Manufacturing Company
Precision Park
200 Frenchtown Road
North Kingstown, RI 02852
Dear Frank:
As I mentioned to you in our last meeting, we believe that a merger of
Brown & Sharpe Manufacturing Company with our Thermo Optek subsidiary would be
ideal. Our operations share a number of complementary strengths, and becoming a
member of the Thermo Electron family of companies would significantly enhance
Brown & Sharpe's business potential.
Accordingly, we would like to propose a merger of Brown & Sharpe with
Thermo Optek for a cash payment of $13.50 per share to your shareholders. We
presently have access to the funds necessary to effect this transaction. To that
end we are prepared to negotiate and enter a mutually acceptable merger
agreement with Brown & Sharpe. Assuming that we agree to a merger on this basis,
I am sure that we both will want to take steps to effectuate the transaction as
promptly as possible. As you may know, we are already a holder of slightly less
than 5% of Brown & Sharpe's Class A Common Stock, and because we believe it to
be a good investment, we may acquire additional shares in open market
transactions within the next month.
We appreciate that, in considering our proposal, the obligation of your
Board of Directors is to examine it from the standpoint of the best interest of
Brown & Sharpe's shareholders as a whole. We are ready and eager to meet with
you and your advisors to begin work on a merger agreement once your Board of
Directors has consented to the transaction. Working together, I do not
anticipate any difficulties in arranging the details and I am confident that we
can develop a definitive agreement very quickly. I would very much appreciate
hearing from you within the next week so that we both might discuss how best to
proceed.
I hope that we can complete this transaction on a mutually acceptable
basis. Please do not hesitate to contact me at (508) 553-1680 at your earliest
convenience. Best regards.
Sincerely,
/s/ Earl R. Lewis
Earl R. Lewis
President and Chief Executive Officer
Exhibit (ii)
[BROWN & SHARPE MANUFACTURING COMPANY LETTERHEAD]
March 20, 1998
Via Fax
Original by Mail
Mr. Earl Lewis
President and Chief Executive Officer
Thermo Instrument Systems Inc.
8 East Forge Parkway
Franklin, MA 02038
Dear Mr. Lewis:
I received your letter to me dated March 13, 1998 and thank you for the
interest. We are taking your proposal seriously and have called a special
meeting of our Board of Directors to discuss your proposed offer the week of
March 30. We will respond to you following the Board of Directors meeting.
Very truly yours,
Brown & Sharpe Manufacturing Company
/s/ Frank T. Curtin
Frank T. Curtin
Chairman, President, and Chief
Executive Officer
FTC:ed
<PAGE>
Exhibit (iii)
[BROWN & SHARPE MANUFACTURING COMPANY LETTERHEAD]
April 7, 1998
Via Fax
Confirmation by Federal Express
Mr. Earl 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 March
13, 1998, which proposed a merger of Brown & Sharpe with Thermo Optek. In the
proposed merger, each share of Brown & Sharpe would be exchanged for $13.50 in
cash. After consulting with its advisors and carefully considering your
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 re-affirmed its
determination that the best means for providing long-term value to Brown &
Sharpe's shareholders is to independently pursue our business plan rather than
to sell the Company. Consequently, we do not believe any further communication
on this subject is necessary.
Very truly yours,
Brown & Sharpe Manufacturing Company
/s/ Frank T. Curtin
Frank T. Curtin
Chairman, President and Chief
Executive Officer
FTC:ed
