SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
February 22, 1999
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THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
860 West Airport Freeway
Suite 301
Hurst, Texas 76054
(Address of principal executive offices) (Zip Code)
(817) 485-6663
(Registrant's telephone number
including area code)
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Item 5. Other Events.
On January 7, 1999, Thermo Instrument Systems Inc. (the "Registrant")
announced that it would commence a tender offer (the "Offer") for all of the
outstanding shares of Spectra-Physics AB, a publicly traded company with its
shares listed on the Stockholm Stock Exchange, and the parent company of
Spectra-Physics Lasers, Inc., a publicly traded company with its shares listed
on NASDAQ. On February 22, 1999, the Registrant announced that all of the
conditions of its Offer had been satisfied and that the Offer was then
unconditional in all respects. As of February 22, 1999, the Registrant had
purchased and received acceptances for approximately 17.3 million, or
approximately 98 percent, of all outstanding Spectra-Physics AB shares, at a
price of 160 Swedish krona per share (approximately $20 per share). The
Registrant expects to acquire any remaining outstanding shares under the
compulsory acquisition rules applicable to Swedish companies.
The businesses acquired manufacture a wide range of laser-based
instrumentation systems, primarily for the process-control, industrial
measurement, construction, research, commercial, and government markets.
Spectra-Physics AB's revenues for 1998 were approximately $442 million.
The purchase price for the 98% of the outstanding shares of Spectra-
Physics AB that have been purchased by the Registrant was approximately $355
million. To finance the Offer, the Registrant utilized approximately $155
million of available cash and $200 million of borrowings from Thermo Electron
Corporation ("Thermo Electron"), the Registrant's parent corporation. The
indebtedness to Thermo Electron bears interest at a variable commercial
paper-based rate, which rate is initially 5.03%, and is due August 27, 1999.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits: Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 9th day of March, 1999.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
