<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. 1
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 5,846,700
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
5,846,700
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,846,700
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 31,
2000 (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).
ITEMS 4,6,11 AND 13
Items 4, 6, 11, and Items 6 and 7 of Item 13 are hereby amended and
supplemented by including the following information in the Offer to Purchase
in the section headed "Special Factors -- Certain Effects Of The Offer And The
Merger -- General" as the second sentence of the paragraph:
Upon completion of the Offer and the Merger, the Public
Stockholders will no longer be able to benefit from a sale of
the Company to a third party.
ITEMS 5 AND 6, AND ITEMS 5, 7, 8 AND 12 OF ITEM 13
Items 5(b) and 6, and Items 5(c), 7, 8 and 12(e) of Item 13 are
hereby amended and supplemented by including the following information in the
Offer to Purchase in the section headed "Special Factors -- Background To The
Offer And The Merger" after the last sentence in the second paragraph on
page 10:
Thermo Electron's Board of Directors had concluded that such a combined
entity would not adequately satisfy Thermo Electron's objectives of
reducing the complexity and cost of Thermo Electron's corporate
structure and increasing the liquidity in the public markets for the
stock of Thermo Electron's publicly traded subsidiaries.
<PAGE>
ITEMS 6 AND 13
Item 6 and Item 7 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase at the end of
the section headed "Special Factors--Background To The Offer And The
Merger--The Thermo Electron Reorganization" on page 10:
The reorganization and the Offer reflect a significant change in
Thermo Electron's strategic plan, both in terms of Thermo
Electron's business focus and operating structure:
- Until Thermo Electron adopted the reorganization plan, Thermo
Electron had historically operated in a diversified group of
businesses, including the instruments business. If Thermo
Electron completes all aspects of the reorganization, Thermo
Electron will focus primarily on a variety of segments in the
instruments business. Some of the businesses that Thermo Electron
currently conducts through Thermo Instrument would be central to
this new focus.
- Thermo Electron has historically pursued a strategy of offering
minority interests in certain of its subsidiaries to the public.
Certain of these subsidiaries, in turn, pursued the same
strategy. Thermo Electron's Board of Directors and management has
reevaluated the benefits and detriments of this corporate
structure and concluded that Thermo Electron would benefit if it
reorganized its instrument businesses under a single parent
company without minority interests.
The Offer and the reorganization are part of this change in Thermo
Electron's strategic plan. Thermo Electron is taking these actions
at this time because of a determination by Thermo Electron's Board
ofirectors and management that Thermo Electron was not achieving
many of the business benefits that it sought from its prior
strategy, Thermo Electron's evaluation of the capital market's
reaction to its strategy and changes in its management.
<PAGE>
Item 7, and Item 5 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase at the end of
the paragraph in the section headed "Source And Amount Of Funds" on page 45:
Because Thermo Electron has committed to provide the necessary
financing for the Merger, Thermo Instrument has no alternative
financing arrangements.
ITEM 11.
Item 11 is hereby amended and supplemented to include the following
information:
Effective March 31, 2000, George N. Hatsopoulos retired from the
Board of Directors of Thermo Electron and Thermo Instrument.
Item 11(b) is hereby amended such that the section of the Offer to
Purchase captioned "The Tender Offer -- Certain Conditions Of The Offer" is
as follows in the last line on page 33 and the first two lines on page 34:
Shares and may amend or terminate the Offer if (1) the Minimum
Condition has not been satisfied on or before the Expiration Date or
(2) at any time on or after March 31, 2000 and on or before the
Expiration Date, any of the following events shall occur:
ITEM 12.
Item 12 is hereby amended by adding the following:
Exhibit 12(a)(12) Press Release issued by Thermo Electron on
April 13, 2000
<PAGE>
ITEM 13.
Items 7 and 8 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase in the section
headed "Special Factors -- Position Of Thermo Instrument And Thermo Electron
As To Fairness Of The Offer And The Merger -- Certain Negative
Considerations" at the end of the first sentence on page 14:
and its procedural fairness:
Items 7 and 8 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase in the section
headed "Special Factors--Position Of Thermo Instrument And Thermo Electron As
To Fairness Of The Offer And The Merger--Other Factors" at the end of the
last sentence in the second paragraph on page 15:
, which precluded the Board of Directors of the Company from "shopping"
the Company. Consequently, the Board of Directors of Thermo Electron
and the Instrument Special Committee considered but gave little weight
to the determination not to "shop" the Company, in light of there being
other methods of valuing the Company available to them, upon which a
determination of the fairness of the Offer Price could be based, as
discussed above in the section headed "Special Factors--Position Of
Thermo Instrument And Thermo Electron As To Fairness Of The Offer
And The Merger--Determinations of the Board of Directors of Thermo
Electron and the Instrument Special Committee--Financial analysis".
Items 7 and 8 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase in the section
headed "Special Factors -- Position Of Thermo Instrument And Thermo
Electron As To The Fairness Of The Offer And The Merger -- Conclusions of the
Board of Directors of Thermo Electron and the Instrument Special Committee" at
the end of the first paragraph on page 15:
Notwithstanding the considerations set out above in this section, headed
"--Certain Negative Considerations", the Board of Directors of Thermo
Electron and the Instrument Special Committee believe that the
transaction is procedurally fair to the Public Stockholders.
Items 8 and 9 of Item 13 are hereby amended and supplemented by
including the following information in the Offer to Purchase in the section
headed "Special Factors--Summary Of The Advisors' Analysis And Opinion"
immediately following the second full paragraph on page 16 of such section:
The Advisors' Opinion is addressed only to the fairness of the Offer
Price from a financial point of view to Thermo Electron and Thermo
Instrument. The Advisors were not retained to, and were not expected
to, render any opinion as to the fairness of the Offer Price to the
Public Stockholders and the Opinion does not address the fairness of
the Offer Price to the Public Stockholders. Accordingly, Public
Stockholders should be aware that Thermo Electron, Thermo Instrument
and the Advisors:
- do not intend for the Advisors to have any liability to the
Public Stockholders in connection with their Opinion as the
Opinion does not address the fairness of the Offer Price to
the Public Stockholders, and
- are not authorizing the Public Stockholders to rely upon the
Opinion in evaluating (i) whether the Offer Price is fair to
the Public Stockholders or (ii) whether or not to tender their
Shares.
If a court were to determine that the Advisors could be held liable
to the Public Stockholders on the basis of their Opinion under the
federal securities laws or state law, notwithstanding the express
language and scope of the Opinion, the terms of the Advisors'
engagement and the intention of Thermo Electron, Thermo Instrument
and the Advisors, Thermo Electron and Thermo Instrument would not be
able to release the Advisors from such liability. In such
circumstances, the Advisors may be entitled to be indemnified by
Thermo Electron for any such liability. Any holding by a court that
the Advisors are not liable to the Public Stockholders in connection
with their Opinion would not have any effect on the responsibilities
of Thermo Electron and Thermo Instrument under the federal
securities laws.
Items 7, 8 and 12(e) of Item 13 are hereby amended and supplemented
by including the following information in the Offer to Purchase in the
section headed "Special Factors -- Position of Thermo Instrument And Thermo
Electron As To Fairness Of The Offer And The Merger -- Determinations of the
Board of Directors of Thermo Electron and the Instrument Special Committee"
after the last sentence in the paragraph headed "Thermo Electron's and Thermo
Instrument's determination to retain their majority ownership of the Company
and not to seek a third party buyer for the Company" on page 14:
In light of the current intention of Thermo Instrument and Thermo
Electron to retain their majority holdings in the Company, the Board of
Directors of Thermo Electron and the Instrument Special Committee
believe that the Offer and the Merger benefit the Public Stockholders
by providing immediate liquidity with respect to the Shares held by
them.
Items 7, 8 and 12(e) of Item 13 are hereby amended and supplemented
by including the following information in the Offer to Purchase in the
section headed "Special Factors -- Position of Thermo Instrument And Thermo
Electron As To Fairness Of The Offer And The Merger -- Determinations of the
Board of Directors of Thermo Electron and the Instrument Special Committee"
before the last sentence in the paragraph headed "Financial analysis" on
page 13:
The Board of Directors of Thermo Electron and the Instrument Special
Committee placed less emphasis on the discounted cash flow analysis
than the analyses based upon public trading multiples and comparable
buyout transactions. The Board of Directors of Thermo Electron and the
Instrument Special Committee noted that the estimated range of equity
values for the Shares derived from the discounted cash flow analysis
was heavily dependent on the projected turnaround in the Company's
financial performance as reflected in the 2000 Projections (as defined
below). In particular, the Board of Directors of Thermo Electron and
the Instrument Special Committee noted that the 2000 Projections
projected sales growth of 15.9% in fiscal year 2000 versus sales
growth of 1.6% in fiscal year 1999, and that the Company's operating
income margin was projected to increase to 11.6% in fiscal year 2000
from 7.0% (6.4% net of retructuring charge) in fiscal year 1999.
Items 7, 8 and 12(e) of Item 13 are hereby amended and supplemented
by including the following information in the Offer to Purchase in the
section headed "Special Factors -- Position of Thermo Instrument And Thermo
Electron As To Fairness Of The Offer And The Merger -- Determinations of the
Board of Directors of Thermo Electron and the Instrument Special Committee"
in place of the existing second to last sentence in the paragraph headed "The
Offer Price of $9.00 per Share" on page 13:
Although the average closing price of the Shares in the
one-month period prior to the announcement by Thermo Electron and
Thermo Instrument of their intention to take the Company private was
$7.52, the closing price of the Shares on the last trading day prior
to the announcement was $9.625. Nevertheless, the Advisors' financial
analysis and the determinations of the Board of Directors of Thermo
Electron and the Instrument Special Committee were not solely based on
the price of the Shares on any particular day as the Advisors and the
Board of Directors of Thermo Electron and the Instrument Special
Committee believe that the price of the Shares on any particular day
may be influenced by a variety of factors. The Advisors' financial
analysis and the considerations of the Board of Directors of Thermo
Electron and the Instrument Special Committee took into account many
factors, including the performance of the Shares over the past year,
the average price of the Shares in the month preceding the
announcement of the Offer and the Merger and various other financial
analyses of the Advisors set out in the paragraph above headed
"Financial analysis."
<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 26, 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(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)(12)
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO ELECTRON ANNOUNCES CONTINUED PROGRESS ON
COMPANY REORGANIZATION
WALTHAM, Mass., April 13, 2000 - Thermo Electron Corporation (NYSE-TMO)
announced today that 10 weeks after unveiling its aggressive plan to simplify
the company and focus solely on its core measurement and detection instruments
business, the company has taken three companies private - with one additional
cash tender offer deadline set for midnight tonight and another for April 27.
The company also filed with the Securities and Exchange Commission (SEC) the
required documents for two additional cash spin-ins, and submitted to the
Internal Revenue Service (IRS) its ruling requests for the planned spinoffs of
its Thermo Fibertek business and a new medical products company as dividends to
Thermo Electron shareholders.
"We are on track with our aggressive timetable to complete our
reorganization plan," said Richard F. Syron, chairman, president, and chief
executive officer of Thermo Electron. "With the tender offer for Thermo
BioAnalysis set to expire tonight and Metrika Systems in two weeks, we expect to
complete five of the measurement and detection instrument company spin-ins by
early May. In addition, we are awaiting SEC clearance of our filings related to
the Thermo Optek and ThermoQuest mergers, at which time we will set dates for
the completion of these short-form mergers. We are confident these transactions
can be accomplished before the end of May."
Syron continued, "I'm also pleased to report progress on our planned
divestitures of noncore businesses with aggregate revenues of $1.2 billion.
Since June 1999, we have sold businesses with aggregate 1999 revenues of
approximately $206 million, generating cash and noncash pretax proceeds of
approximately that number, and we continue to have fruitful discussions with
other potential buyers. We plan to reinvest the substantial proceeds we expect
to generate from these sales to fund our ambitious growth plans for our core
measurement and detection instruments business.
"We invite the public to follow our reorganization progress by clicking on
`Reorganization Update' on the Thermo Electron home page, at www.thermo.com."
A summary of other pending transactions follows:
- By the end of April, the company expects to submit the necessary
filings to the SEC for the Thermo Instrument and Thermedics
exchange offers, at which time it will commence both exchange
offers.
- By early May, the company expects to submit necessary filings to
the SEC on the Thermo Ecotek short-form merger and the ThermoLase
and ThermoTrex long-form mergers. (Because Thermo Electron
controls a majority of the shares on ThermoLase and ThermoTrex,
shareholder approval is assured on these transactions.)
-more-
<PAGE>
- The company has already received SEC clearance of its proxy
materials for the proposed long-form merger of The Randers Killam
Group subsidiary, and has set May 15, 2000, as the date for
shareholders to vote on the merger. (Because Thermo Electron and
Thermo TerraTech together control approximately 96 percent of The
Randers Killam Group, shareholder approval is assured.)
- The company is awaiting SEC clearance of necessary filings on the
ThermoRetec and Thermo TerraTech mergers, at which time it will
set meeting dates for shareholder approval. (Thermo Electron also
controls a majority interest in these companies, so shareholder
approval is assured.)
- Because IRS review of private letter ruling requests typically
takes up to nine months, the company expects to complete the
Thermo Fibertek and medical products company spinoffs to
shareholders by late 2000, or early 2001.
Thermo Electron Corporation is a leading provider of analytical and
monitoring instruments used in a broad range of applications, from life sciences
research to telecommunications to food and beverage production. In addition,
Thermo Electron serves the healthcare market through a family of medical
products, and is a major producer of paper recycling systems and provides
water-clarification and fiber-recovery products and services. As announced on
January 31, 2000, the company has initiated a major reorganization that would
transform it into one company focused on its core measurement and detection
instruments business. Its medical products and paper recycling businesses will
be spun off as dividends to Thermo Electron shareholders. More information is
available on the Internet at http://www.thermo.com.
OTHER IMPORTANT INFORMATION:
SOME OF THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET COMMENCED.
AS SOON AS WE COMMENCE OUR EXCHANGE OFFERS FOR THERMO INSTRUMENT AND THERMEDICS,
WE WILL FILE TENDER OFFER STATEMENTS AND REGISTRATION STATEMENTS ON FORM S-4
WITH THE SEC. IN ADDITION, WE HAVE NOT YET FILED REGISTRATION STATEMENTS ON FORM
S-4 RELATING TO THE PROPOSED SHORT-FORM MERGER WITH THERMO ECOTEK AND THE
LONG-FORM MERGERS WITH THERMOTREX AND THERMOLASE. YOU SHOULD READ EACH OF THESE
DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS. YOU CAN OBTAIN THE TENDER OFFER
STATEMENTS, REGISTRATION STATEMENTS, AND OTHER DOCUMENTS THAT ARE FILED WITH THE
SEC FOR FREE WHEN THEY ARE AVAILABLE ON THE SEC'S WEB SITE AT
http://www.sec.gov. IF YOU WRITE US OR CALL US, WE WILL SEND YOU THESE DOCUMENTS
FOR FREE WHEN THEY ARE AVAILABLE, AS APPLICABLE TO THE PARTICULAR TRANSACTION:
- - TENDER OFFER STATEMENTS (EXCEPT FOR EXHIBITS)
- - REGISTRATION STATEMENTS ON FORM S-4
- - OFFERS TO PURCHASE
- - LETTERS OF TRANSMITTAL
- - NOTICES OF GUARANTEED DELIVERY
YOU CAN CALL US AT (781) 622-1111 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
THERMO ELECTRON CORPORATION
81 WYMAN STREET, P.O. BOX 9046
WALTHAM, MA 02454-9046
# # #
