<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
THERMO BIOANALYSIS CORPORATION
(Name of Subject Company)
BIOANALYSIS 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 88355H 10 8
(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): $107,139,284 Amount of Filing Fee(2): $21,428
(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.
[ ] 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: $21,428
Form or Registration No.: Schedule TO
Filing Party: Thermo Instrument Systems Inc.
Date Filed: March 17, 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>
3
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 18,190,686
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
18,190,686
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,190,686
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 17,
2000 (the "Schedule TO") relating to the offer by BioAnalysis 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 Thermo BioAnalysis Corporation, a Delaware
corporation (the "Company"), at a purchase price of $28.00 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 17, 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 2 AND 13
Item 2 and Items 2, 4 and 13(a)(1) of Item 13 are hereby amended by
deleting the section of the Offer to Purchase captioned "Certain Information
Concerning The Company - Recently Released Financial Data" and replacing the
information set out in the section of the Offer to Purchase captioned
"Certain Information Concerning The Company -Financial Information" with the
following:
FINANCIAL INFORMATION. Set forth below is certain selected
consolidated financial information with respect to the Company and
its subsidiaries excerpted or derived from the audited consolidated
financial statements contained in the Company's Annual Report on
Form 10-K for its fiscal year ended January 1, 2000 (the "Form
10-K"). More comprehensive financial information is included in the
Form 10-K and in other documents filed by the Company with the
Commission (which may be inspected or obtained in the manner set
forth above), and the following financial information is qualified
in its entirety by reference to the Form 10-K and other documents
and all of the financial information (including any related notes)
contained therein or incorporated therein by reference.
The selected financial information presented below as of and for the
fiscal years ended January 1, 2000, January 2, 1999, January 3,
1998, December 28, 1996, and December 30, 1995, has been derived from
the Company's Consolidated Financial Statements, which have been
audited by Arthur Andersen LLP.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1999(a) 1998(b) 1997(c) 1996(d) 1995
------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues ............................... $290,582 $227,082 $201,998 $ 71,649 $ 22,534
Net Income (Loss) ...................... 19,212 12,009 11,340 (436) 2,514
Earnings (Loss) per Share:
Basic ................................. 1.06 .74 .86 (.05) .33
Diluted ............................... .99 .70 .79 (.05) .33
Weighted Average Shares:
Basic ................................. 18,166 16,124 13,232 8,542 7,694
Diluted ............................... 20,770 19,309 16,367 8,542 7,694
BALANCE SHEET DATA (At end of period):
Working Capital ........................ $ 55,030 $ 48,075 $ 50,501 $ 59,750 $ 27,105
Total Assets ........................... 414,001 401,281 322,439 122,997 32,907
Long-term Obligations .................. 18,452 60,182 100,204 50,000 --
Shareholders' Investment ............... 267,417 210,605 134,343 51,316 29,146
OTHER DATA:
Book Value per Share ................... $ 12.95 $ 12.00 $ 9.54
Cash Dividends ......................... -- -- -- -- --
Ratio of Earnings to Fixed Charges (e).. 4.82x 2.99x 2.91x
</TABLE>
-------------
(a) Reflects the conversion of the Company's 4.875% subordinated
convertible note.
(b) Reflects the acquisition of BioStar, Inc. in November 1998, the
contribution of the Company's Eberline health physics division
to a joint venture with Thermo Instrument in July 1998, the net
proceeds of the Company's public offering of common stock in
June 1998 and restructuring and related costs of $4.1 million.
(c) Reflects the acquisitions of Biosystems Group of Life Sciences
International PLC ("LSI"), the Clinical Products Group of LSI
and Labsystems Japan, effective March 1997, including the effect
of treating as outstanding from March 1997 the 1,300,000 shares
issued to Thermo Instrument as part of the purchase price for
the Biosystems Group of LSI and the 3,007,930 shares issued to
Thermo Instrument as part of the purchase price for the Clinical
Products Group of LSI.
(d) Reflects the net proceeds of the Company's initial public
offering of common stock in September and October 1996, the
acquisition of Dynax Technologies in February 1996, and the
acquisition of the Affinity Sensors and LabSystems divisions of
Fisons plc effective March 1996, including the associated
write-off of $3.5 million of acquired technology.
(e) For purposes of computing the ratios of earnings to fixed
charges, "earnings" represent income before taxes and minority
interest, plus fixed charges. "Fixed charges" consist of
interest on indebtedness and one-third of rental expense, which
is deemed to be the interest component of such rental expense.
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.
<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":
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.
Item 6, and Item 7 of Item 13 hereby amended and supplemented by
replacing in the Offer to Purchase the first complete paragraph in the
section "Special Factors -- Reasons For The Offer And Merger" on page 11 with
the following paragraph:
The Board of Directors of Thermo Electron and the Instrument Special
Committee also considered the advantages and disadvantages of the
following alternatives to acquiring the minority stockholder
interest in the Company:
Item 6, and Item 7 of Item 13 are hereby amended and supplemented by
including just after the section of the Offer to Purchase captioned "Special
Factors--Conduct Of The Company's Business If The Offer Is Not Completed" the
following new section:
STOCKHOLDER LITIGATION
In late March 2000, a class action was filed in the Court of
Chancery of the State of Delaware in and for New Castle County by
a stockholder of the Company (the "Action"). The complaint in the
Action names the Company, Thermo Instrument, Thermo Electron and
the directors of the Company as defendants and alleges, among
other things, that the Company's directors breached their
respective fiduciary duties by not negotiating and/or
reformulating the terms of the tender offer and that the proposed
purchase price does not represent the true value of the Company's
assets and future prospects. The complaint requests that the
court of Chancery, among other things, declare that the action is
a proper class action and enjoin the defendants from proceeding
with, consummating or closing the proposed transaction. The
Purchaser's obligations to accept for payment and pay for Shares
tendered in the Offer will not be relieved if the Action is still
pending immediately prior to the Expiration Date unless a court
order or injunction is in effect that prohibits consummation of
the Offer or the Merger. See "--Certain Conditions Of The Offer."
ITEMS 7 AND 13
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":
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 17, 2000 and on or before the
Expiration Date, any of the following events shall occur:
<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:
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:
, 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, such as the
comparable buy-out transaction information provided to Thermo
Electron and Thermo Instrument by the Advisors, upon which a
determination of the fairness of the Offer Price could be based.
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 -- Determinations of the
Board of Directors of Thermo Electron and Instrument Special Committee" before
the last sentence of the item headed "Financial Analysis":
The Board of Directors of Thermo Electron and the Instrument Special
Committee considered the discounted cash flow methodologies used by the
Advisors to be analogous to the Company's going concern value.
Items 7 and 8 of Item 13 are hereby amended and supplemented by
included 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:
Notwithstanding the considerations set out 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"
between the first full paragraph and the second full paragraph on page 16:
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. If held liable by
a court, the Advisors might 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 13(a)(1) and 13(a)(2) of Item 13 are hereby amended by replacing
them with the following:
(a)(1) The audited consolidated financial statements of the Company as
of and for the fiscal years ended January 1, 2000 and January 2, 1999
are incorporated herein by reference to the consolidated Financial
Statements of the Company included as Exhibit 13 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1, 2000 filed with
the Commission on March 22, 2000.
(2) Not applicable.
<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.
BIOANALYSIS 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 13, 2000
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
12(a)(1)* Offer to Purchase dated March 17, 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 17, 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 17, 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
