<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
METRIKA SYSTEMS CORPORATION
(Name of Subject Company)
METRIKA ACQUISITION INC.
(Offeror)
THERMO INSTRUMENT SYSTEMS INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
CUSIP 59159M 10 6
(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(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:
Neil H. Aronson, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
<PAGE>
CALCULATION OF FILING FEE
Transaction Valuation(1): $18,837,684 Amount of Filing Fee(2): $3,768
(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: $3,768
Form or Registration No.: Schedule TO
Filing Party: Thermo Instrument Systems Inc.
Date Filed: March 31, 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: [ ]
SCHEDULE 13D INFORMATION
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
IRS No. 04-2209186
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
<PAGE>
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2 (d) OR 2 (e) [ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 6,997,118
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
6,997,118
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,997,118
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.6%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 31,
2000, as amended by Amendment No. 1 filed with the Securities and Exchange
Commission on April 27, 2000 (as amended, the "Schedule TO"), relating to the
offer by Metrika Acquisition Inc., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of Thermo Instrument Systems Inc., a Delaware
corporation ("Thermo Instrument"), to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Metrika Systems
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$9.00 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 31, 2000 (the "Offer to Purchase"), a copy of which is attached to the
Schedule TO as Exhibit 12(a)(1), and in the related Letter of Transmittal
(which, together with the Offer to Purchase, constitute the "Offer"), a copy
of which is attached to the Schedule TO as Exhibit 12(a)(2).
<PAGE>
ITEM 11.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
April 27, 2000. Pursuant to the Offer, based upon a preliminary report from
American Stock Transfer & Trust Company, the depositary for the Offer, the
Purchaser accepted for payment 1,150,418 Shares (including Shares tendered
pursuant to guaranteed delivery). Following the acceptance for payment of
such Shares, Thermo Electron Corporation, a Delaware corporation ("Thermo
Electron"), and its subsidiaries, including Thermo Instrument, collectively
owned approximately 94.6% of the oustanding Shares.
On April 28, 2000, Thermo Instrument issued a press release announcing
the closing of the Offer and affirming its intention to cause the Purchaser
to merge with and into the Company in a short-form merger. Thermo Instrument
expects to complete this merger by Wednesday, May 3, 2000, or as soon
thereafter as practicable. The full text of Thermo Instrument's April 28,
2000 press release is atached as Exhibit 12(a)(13) hereto and incorporated
herein by reference.
ITEM 12.
Item 12 of the Schedule TO is hereby amended by adding the following:
Exhibit 12(a)(13) Press Release issued by Thermo Instrument on
April 28, 2000
<PAGE>
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.
METRIKA ACQUISITION INC.
BY: /s/ Earl R. Lewis
--------------------------------------
Name: Earl R. Lewis
Title: President
THERMO INSTRUMENT SYSTEMS INC.
BY: /s/ Earl R. Lewis
--------------------------------------
Name: Earl R. Lewis
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
Date: April 28, 2000
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
12(a)(1)* Offer to Purchase dated March 31, 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 31, 2000
12(a)(7)* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
12(a)(8) Press Release issued by Thermo Instrument on January 31,
2000 (incorporated herein by reference to
Exhibit 99 to the Current Report on Form 8-K of
Thermo Instrument 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 Thermo Electron on March 6, 2000
12(a)(11)* Press Release issued by Thermo Instrument on March 31, 2000
12(a)(12)* Press Release issued by Thermo Electron on April 13, 2000
12(a)(13) Press Release issued by Thermo Instrument on April 28, 2000
12(b)* Loan Agreement dated as of March 1, 2000 between
Thermo Electron and Thermo Instrument
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" and Schedule III to Exhibit 12(a)(1)
("Section 262 Of The Delaware General Corporation
Law"))
12(g)* Slide Presentation of Thermo Electron to Financial
Analysts
</TABLE>
* Previously filed
<PAGE>
Exhibit 12(a)(13)
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO INSTRUMENT COMPLETES CASH TENDER OFFER FOR METRIKA SYSTEMS
WALTHAM, Mass., April 28, 2000 - Thermo Instrument Systems Inc. (ASE-THI), a
Thermo Electron company, announced today that it has successfully completed
the cash tender offer of $9.00 per share for any and all outstanding shares
of its Metrika Systems Corporation subsidiary.
The offer and withdrawal rights expired at midnight on Thursday,
April 27, 2000. Based on the preliminary report of the depositary for the
offer, American Stock Transfer & Trust Company, approximately 1.2 million
Metrika Systems shares were tendered. This brings Thermo Instrument's and
Thermo Electron's combined equity ownership in Metrika Systems to
approximately 94.6 percent. Thermo Instrument expects to complete the spin-in
of Metrika Systems by Wednesday, May 3, through a short-form merger. The
short-form merger does not require Metrika Systems' board or shareholder
approval.
Metrika Systems shareholders who tendered their shares in the tender
offer will receive payment for their shares shortly. Metrika Systems
shareholders who did not tender their shares will also receive $9.00 per
share in the short-form merger. Information outlining what steps these
shareholders must take to obtain payment will be mailed within a week to 10
days.
Thermo Instrument Systems Inc. is a global technology company serving
multiple markets, including the life sciences, telecommunications, food and
beverage, chemical, and oil and gas industries, with instrumentation,
information-management software, and worldwide service for a range of
applications. Our products help scientists make the discoveries that will
fight disease and prolong life. They increase the speed and quality of
communications. And they provide knowledge about the quality of materials
used in manufacturing, improve the manufacturing process, and protect the
environment. More information is available on the Internet at
http://www.thermo.com/subsid/thi1.html.
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