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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 3 -- Final Amendment
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
THERMOQUEST CORPORATION
(NAME OF ISSUER)
TMQ ACQUISITION INC.*
THERMO INSTRUMENT SYSTEMS INC.
THERMO ELECTRON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
883655 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
SANDRA L. LAMBERT, SECRETARY
THERMO INSTRUMENT SYSTEMS INC.
THERMO ELECTRON CORPORATION
81 WYMAN STREET
P.O. BOX 9046
WALTHAM, MASSACHUSETTS 02454-9046
(781) 622-1000
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
WITH COPIES TO:
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SETH H. HOOGASIAN, GENERAL COUNSEL NEIL H. ARONSON, ESQ.
THERMO ELECTRON CORPORATION MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
81 WYMAN STREET AND POPEO, PC
P.O. BOX 9046 ONE FINANCIAL CENTER
WALTHAM, MASSACHUSETTS 02454-9046 BOSTON, MASSACHUSETTS 02111
(781) 622-1000 (617) 542-6000
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* On May 11, 2000, TMQ Acquisition Inc. merged with and into ThermoQuest
Corporation and, as a result of such merger, ceased to exist as a separate
entity.
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This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
Check the following box if this is a final amendment reporting the results
of the transaction. [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
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$140,546,599 $28,109
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(1) Calculated, for the purposes of determining the filing fee only, in
accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934,
as amended. Assumes the purchase of 8,267,447 shares of Common Stock, par
value $.01 per share, of ThermoQuest Corporation at $17.00 per share.
[X] Check box if any part of the fee is offset as provided by Exchange Act 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: $28,109
Form or registration no.: Schedule 13E-3 (File No. 5-51115)
Filing parties: TMQ Acquisition Inc., Thermo Instrument Systems Inc., Thermo
Electron Corporation
Date filed: March 6, 2000
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This Amendment No. 3 amends and supplements the Transaction Statement on
Schedule 13E-3 filed with the Securities and Exchange Commission on March 6,
2000, as amended by Amendment No. 1 and Amendment No. 2 filed with the
Securities and Exchange Commission on April 17, 2000 and April 20, 2000,
respectively (as amended, the "Transaction Statement"), relating to the
short-form merger (the "Merger") of TMQ Acquisition Inc., a Delaware corporation
("Quest Acquisition") and a wholly-owned subsidiary of Thermo Instrument Systems
Inc., a Delaware corporation ("Thermo Instrument"), with and into ThermoQuest
Corporation, a Delaware corporation (the "Company" or "ThermoQuest"), pursuant
to Section 253 of the Delaware General Corporation Law. This Amendment No. 3 is
the final amendment to the Transaction Statement.
ITEM 15. ADDITIONAL INFORMATION
Item 15 of the Transaction Statement is hereby amended and supplemented to
include the following information:
On May 12, 2000, Thermo Instrument announced that, effective May 11,
2000, Quest Acquisition had merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation of the Merger. Because
Quest Acquisition owned in excess of ninety percent (90%) of the outstanding
shares of common stock of the Company (the "Shares"), the Merger was effected
under Section 253 of the Delaware General Corporation Law with a vote of the
Board of Directors of Quest Acquisition but without a meeting of stockholders of
the Company. At the effective time of the Merger, the outstanding Shares of the
Company were canceled and Shares other than those owned by Quest Acquisition or
held in the Company's treasury, were, after being canceled, converted into the
right to receive $17.00 per Share in cash, without interest thereon, subject to
the exercise of dissenters' rights.
Prior to the Merger, Thermo Electron Corporation, a Delaware
Corporation ("Thermo Electron") and Thermo Instrument contributed their Shares
to Quest Acquisition in return for shares of common stock of Quest Acquisition.
As a result of these contributions, immediately prior to the Merger, Thermo
Instrument and Thermo Electron owned 99.5% and .5%, respectively, of the common
stock of Quest Acquisition.
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
THERMO INSTRUMENT SYSTEMS INC.
Date: May 12, 2000 BY: /s/ Earl R. Lewis
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Name: Earl R. Lewis
Title: President and Chief
Executive Officer
TMQ ACQUISITION INC.*
THERMO ELECTRON CORPORATION
Date: May 12, 2000 BY: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
* On May 11, 2000, TMQ Acquisition Inc. merged with and into ThermoQuest
Corporation and, as a result of such merger, ceased to exist as a separate
entity.
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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16(a)* Letter from Earl R. Lewis,
Chief Executive Officer and President of Thermo Instrument.
16(b)* Letter Agreement dated as of March 1, 2000 between Thermo
Electron and Thermo Instrument.
16(c)* Opinion of J.P. Morgan Securities Inc. and The Beacon Group
Capital Services, LLC.
16(f)* Delaware General Corporation Law - Section 262.
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* Previously filed
