SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 26, 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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<TABLE>
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<S> <C> <C> <C> <C> <C> <C>
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
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
743,800
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10 SHARED VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,800
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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
5.77%
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14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
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. The Reporting Person will pursue an acquisition only with the
consent of the Issuer's Board of Directors.
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. The proposal set forth in the letter to the
Issuer will remain in effect until June 5, 1998. If by that date the Issuer has
not expressed its willingness to discuss a potential merger, the Reporting
Person stated in the letter that it would assume that the Issuer is not
interested in a sale to it or to anyone else, at any price. The Reporting Person
further stated that it believes such a position would not be in the best
interests of the Issuer's shareholders, and would plan to commence selling some
or all of its Shares.
The Reporting Person reserves the right to dispose of such 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, including a possible sale of the company, 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. 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.
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) The Reporting Person beneficially owns 743,800 Shares, or
approximately 5.77% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own no Shares.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended to include the additional exhibit listed
below:
(iv) Letter dated May 26, 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.
<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: May 26, 1998 THERMO ELECTRON CORPORATION
/s/ Sandra L. Lambert
By: Sandra L. Lambert
Secretary
<PAGE>
Exhibit (iv)
[THERMO INSTRUMENT SYSTEMS INC. LETTERHEAD]
May 26, 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:
We are disappointed by your letter of April 7, stating that you are not
interested in discussing a potential merger with our Thermo Optek subsidiary. We
continue to believe that such a merger would be ideal for both of our companies.
In that regard, we are willing to raise our proposed price from $13.50 to $15.50
per share.
Although this letter obviously does not constitute a legally binding
offer to buy Brown & Sharpe, we hope that the increased price will be considered
very seriously by you and your Board of Directors. The proposal represented by
this letter will remain in effect until June 5, 1998; if by then you have not
informed us that you are willing to discuss a potential merger, we will assume
that you are not interested in a sale to us or to anyone else, at any price. As
we feel that such a position would not be in the best interests of your
shareholders, we would no longer want to remain a significant investor in Brown
& Sharpe and would plan to commence selling some or all of our Brown & Sharpe
shares.
I look forward to hearing from you shortly.
Sincerely,
/s/ Earl R. Lewis
Earl R. Lewis
President and Chief Executive Officer
LG-1376
