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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 - FINAL AMENDMENT)
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THERMO SENTRON INC.
(Name of Subject Company)
SENTRON ACQUISITION, INC.
(Offeror)
CORPAK INC.
(Offeror)
THERMEDICS INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
883593 10 5
(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
Telephone: (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 02109-1803
Telephone: (617) 526-6000
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CALCULATION OF FILING FEE
Transaction Valuation(1): $31,834,396.00 Amount of Filing Fee(2): $6,366.88
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of Shares to be purchased pursuant to the Offer and (b) the
price offered per Share.
(2) The amount of the filing fee, calculated in accordance with Regulation
240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50
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: $6,366.88
Form or Registration No.: Schedule TO
Filing Party: Thermedics Inc.
Date Filed: March 3, 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.
[X] 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: [X]
SCHEDULE 13D INFORMATION
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 200
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
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9. SOLE DISPOSITIVE POWER
200
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
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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)
100.0%
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14. TYPE OF REPORTING PERSON*
CO
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on March 3,
2000, as amended by Amendment No. 1 filed with the Securities and Exchange
Commission on March 31, 2000 (as amended, the "Schedule TO"), relating to the
offer by Sentron Acquisition, Inc., a Delaware corporation (the "Purchaser") and
an indirect majority-owned subsidiary of Thermedics Inc., a Massachusetts
corporation ("Thermedics"), to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Thermo Sentron Inc., a Delaware
corporation (the "Company"), at a purchase price of $15.50 per Share net to the
Seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 3, 2000 (the "Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Schedule TO. This Amendment No. 2
is the final amendment to the Schedule TO.
ITEMS 1 THROUGH 9 AND ITEMS 11 AND 13
Items 1 through 9 and Items 11 and 13 of the Schedule TO, which
incorporate by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented by adding thereto the following:
On April 4, 2000, Thermedics announced that, effective on such date,
the Purchaser had merged with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation after the Merger. Because the
Purchaser had acquired in excess of ninety percent (90%) of the outstanding
Shares, the Merger was effected under Section 253 of the Delaware General
Corporation Law with a vote of the Board of Directors of the Purchaser but
without a meeting of stockholders of the Company. At the effective time of the
Merger, each outstanding Share of the Company (except for Shares owned by the
Purchaser or stockholders exercising disserters' rights and Shares held in the
Company's treasury) was cancelled and converted into the right to receive $15.50
per Share in cash, without interest thereon, less any applicable withholding
taxes. The full text of the press release is attached as Exhibit (a)(12) hereto
and incorporated herein by reference.
Prior to the Merger, Thermo Electron Corporation, a Delaware
corporation ("Thermo Electron"), and Corpak Inc., a Massachusetts corporation
and a wholly-owned subsidiary of Thermedics ("Corpak"), contributed their
Shares to the Purchaser in return for shares of common stock of the Purchaser.
As a result of these contributions, immediately prior to the Merger, Corpak and
Thermo Electron owned 88% and 12%, respectively, of the common stock of the
Purchaser.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(12) Press Release issued by Thermedics on April 4, 2000
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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.
SENTRON ACQUISITION, INC.
By: /s/ John T. Keiser
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Name: John T. Keiser
Title: President
CORPAK INC.
By: /s/ Sandra L. Lambert
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Name: Sandra L. Lambert
Title: Clerk
THERMEDICS INC.
By: /s/ John T. Keiser
------------------------------------
Name: John T. Keiser
Title: President and Chief Executive
Officer
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief Financial
Officer
Dated: April 4, 2000
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
12(a)(1)* Offer to Purchase dated March 3, 2000
12(a)(2)* Letter of Transmittal
12(a)(3)* Notice of Guaranteed Delivery
12(a)(4)* Letter from the Dealer Managers to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
12(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees
12(a)(6)* Summary Advertisement as published on March 3, 2000
12(a)(7)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
12(a)(8)* Press Release issued by Thermedics on January 31, 2000 (incorporated
herein by reference to Exhibit 99 to the Current Report on Form 8-K
of Thermedics filed with the Commission on February 1, 2000)
12(a)(9)* Press Release issued by Thermo Electron on January 31, 2000
(incorporated herein by reference to Exhibit 99 to the Current
Report on Form 8-K of Thermo Electron filed with the Commission on
February 1, 2000)
12(a)(10)* Press Release issued by Thermedics on March 3, 2000
12(a)(11)* Press Release issued by Thermedics on March 31, 2000
12(a)(12) Press Release issued by Thermedics on April 4, 2000.
12(b)* Loan Agreement dated as of March 1, 2000 between Thermo Electron and
Thermedics
12(c)* Opinion of J.P. Morgan Securities Inc. and The Beacon Group Capital
Services, LLC dated January 29, 2000
12(d)* Not applicable
12(e)* Not applicable
12(f)* Summary of Appraisal Rights (Included in Exhibit 12(a)(1) in the
section captioned "The Merger; Appraisal Rights")
12(g)* Slide Presentation of Thermo Electron to Financial Analysts
12(h)* Not applicable
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* Previously filed
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Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMEDICS TAKES THERMO SENTRON PRIVATE
WOBURN, Mass., April 4, 2000 - Thermedics Inc. (ASE-TMD), a Thermo Electron
company, announced today that it has completed a short-form merger with its
Thermo Sentron Inc. (ASE-TSR) subsidiary. Thermo Sentron intends to file
promptly to terminate the registration of its common stock under the Securities
Exchange Act of 1934, eliminating its obligation to file periodic financial and
other information with the Securities and Exchange Commission. Thermedics
expects that Thermo Sentron's common stock will cease to be listed on the
American Stock Exchange commencing tomorrow, Wednesday, April 5, 2000.
On March 31, 2000, the company announced that Thermo Electron and
Thermedics had acquired more than 90 percent of the outstanding Thermo Sentron
shares through a successful tender offer for $15.50 per share in cash. Thermo
Sentron shareholders who did not tender their shares will also receive $15.50
per share in the short-form merger. Thermo Sentron's transfer agent, American
Stock Transfer & Trust Company, will forward to shareholders who did not tender
their shares in the tender offer detailed instructions regarding how to
surrender their stock certificates in order to receive the $15.50 per share cash
merger consideration. Shareholders should not submit their stock certificates to
the transfer agent until they have received these materials. Options to purchase
Thermo Sentron common stock that were outstanding at the time of the merger, and
that will not be cashed out at the election of the holders of such options, have
been assumed by Thermo Electron and converted into options to purchase Thermo
Electron common stock.
Thermedics Inc. develops, manufactures, and markets diverse product lines,
including implantable heart-assist devices and other biomedical products,
security instruments, and equipment that assures the quality of a wide variety
of consumer products and bulk materials. Thermedics is a public subsidiary of
Thermo Electron Corporation. More information is available on the Internet at
http://www.thermo.com/subsid/tmd1.html.
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