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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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THERMEDICS DETECTION INC.
(Name of Subject Company)
DETECTION ACQUISITION, INC.
(Offeror)
CORPAK INC.
(Offeror)
THERMEDICS INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
88355E 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): $26,472,976.00 Amount of Filing Fee(2): $5,294.60
(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: $5,294.60
Form or Registration No.: Schedule TO
Filing Party: Thermedics Inc.
Date Filed: March 10, 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
- --------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
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 10,
2000, as amended by Amendment No. 1 filed with the Securities and Exchange
Commission on April 7, 2000 (as amended, the "Schedule TO"), relating to the
offer by Detection 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 $0.10 per share (the "Shares"), of Thermedics Detection Inc., a
Massachusetts corporation (the "Company"), at a purchase price of $8.00 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 10,
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 12, 2000, Thermedics announced that, effective on such date,
the Company had merged with and into the Purchaser (the "Merger"), with the
Purchaser 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 82 of Chapter 156B of the
Massachusetts General Laws 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 $8.00 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 95% and 5%, 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 12, 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.
DETECTION ACQUISITION, INC.
By: /s/ John T. Keiser
------------------------------------
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 12, 2000
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
12(a)(1)* Offer to Purchase dated March 10, 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 10, 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 10, 2000
12(a)(11)* Press Release issued by Thermedics on April 7, 2000
12(a)(12) Press Release issued by Thermedics on April 12, 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 THERMEDICS DETECTION PRIVATE
WOBURN, Mass., April 12, 2000 - Thermedics Inc. (ASE-TMD), a Thermo Electron
company, announced today that it has completed a short-form merger with its
Thermedics Detection Inc. (ASE-TDX) subsidiary. Thermedics Detection will 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 Thermedics Detection's common stock will cease to be listed on the
American Stock Exchange commencing tomorrow, Thursday, April 13, 2000.
On April 7, 2000, the company announced that Thermo Electron and
Thermedics had acquired more than 90 percent of the outstanding Thermedics
Detection shares through a successful tender offer for $8.00 per share in cash.
Thermedics Detection shareholders who did not tender their shares will also
receive $8.00 per share in the short-form merger. Thermedics Detection'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 $8.00 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 Thermedics Detection 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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