SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Metrika Systems Corporation
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(Name of Subject Company (Issuer))
Thermo Instrument Systems Inc. (Offeror)
Thermo Electron Corporation (Affiliate of Offeror)
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Common Stock, $.01 par value
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(Title of Class of Securities)
59159M 10 6
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(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
- ----------------------------------------------------------- --------------------
Transaction Valuation* Amount of Filing Fee
- ----------------------------------------------------------- --------------------
Filing relates solely to preliminary communications made None.
before the commencement of a tender offer.
- ----------------------------------------------------------- --------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[ ] 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: _____________
Form or Registration No.: _____________
Filing Party: ________________________
Date Filed: _________________________
[X] 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.
[ ] 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: [ ]
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PRESS RELEASE
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Electron Announces Progress on Company Reorganization
WALTHAM, Mass., March 6, 2000 - One month following its announcement of an
ambitious plan to simplify the company and focus solely on its core measurement
and detection instruments business, Thermo Electron Corporation (NYSE-TMO)
announced today that it has initiated the first steps required to take three of
its subsidiaries private.
On Friday, the company's Thermo Instrument Systems Inc. (ASE-THI)
subsidiary filed with the Securities and Exchange Commission (SEC) the materials
necessary to take its Thermo Optek Corporation and ThermoQuest Corporation
businesses private through short-form mergers. The SEC must complete its review
of these materials before the mergers can be finalized. Thermo Electron expects
these mergers to be completed in the second quarter of 2000.
In addition, the company announced that its Thermedics Inc. (ASE-TMD)
subsidiary has commenced its previously announced cash tender offer of $15.50
per share for any and all outstanding shares of its Thermo Sentron Inc.
business. The offer and withdrawal rights will expire at midnight on Thursday,
March 30, 2000, unless the offer is extended.
The goal of the tender offer is to bring Thermedics' and Thermo
Electron's combined equity ownership in Thermo Sentron to at least 90 percent.
If Thermedics and Thermo Electron achieve this 90-percent-ownership level,
Thermo Sentron would then be spun into Thermedics through a "short-form" merger
at the same cash price as the tender offer. Thermedics expects to complete the
spin-in of Thermo Sentron in the second quarter of 2000. The tender offer for
Thermo Sentron and proposed subsequent short-form merger require SEC clearance
of necessary filings. The short-form merger would not require Thermo Sentron
board or shareholder approval.
Thermo Electron is pursuing an aggressive timetable to complete its
reorganization plan and expects to commence tender offers for Metrika Systems,
ONIX Systems, Thermo BioAnalysis, and Thermedics Detection over the next two
weeks.
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 publicly traded entity focused on its core measurement and
detection instruments business. The company's 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:
THE TENDER OFFERS DESCRIBED IN THIS ANNOUNCEMENT FOR THE OUTSTANDING SHARES OF
THERMEDICS DETECTION, METRIKA SYSTEMS, ONIX SYSTEMS AND THERMO BIOANALYSIS
COMMON STOCK HAVE NOT YET COMMENCED. AS SOON AS THE TENDER OFFERS COMMENCE, WE
WILL FILE TENDER OFFER STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION.
YOU SHOULD READ THE TENDER OFFER STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL
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CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFERS. YOU CAN OBTAIN THE TENDER
OFFER STATEMENTS AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'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:
* TENDER OFFER STATEMENTS (EXCEPT FOR EXHIBITS)
* 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
The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995: This press release contains
forward-looking statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth under the
heading "Forward-looking Statements" in Exhibit 13 to the company's annual
report on Form 10-K, for the year ended January 2, 1999. These include risks and
uncertainties relating to: the company's spinout and acquisition strategies,
competition, international operations, technological change, possible changes in
governmental regulations, capital spending and government funding policies, and
dependence on intellectual property rights.
