<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
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>
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 20,520,811
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
20,520,811
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,520,811
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 17,
2000, as amended by Amendment No. 1 filed with the Securities and Exchange
Commission on April 13, 2000 (as amended, 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).
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 13, 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 2,330,272 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
own approximately 99.3% of the outstanding Shares.
On April 14, 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, April 19, 2000, or as soon
thereafter as practicable. The full text of Thermo Instrument's April 14,
2000 press release is attached as Exhibit 12(a)(13) hereto and incorporated
herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding the following:
Exhibit 12(a)(12) Press Release issued by Thermo Electron on April 13,
2000.
Exhibit 12(a)(13) Press Release issued by Thermo Instrument on April 14,
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.
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 14, 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(a)(12) Press Release issued by Thermo Electron on April 13, 2000
12(a)(13) Press Release issued by Thermo Instrument on April 14, 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>
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
# # #
<PAGE>
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO INSTRUMENT COMPLETES CASH TENDER OFFER
FOR THERMO BIOANALYSIS
WALTHAM, Mass., April 14, 2000 - Thermo Instrument Systems Inc. (ASE-THI), a
Thermo Electron company, announced today that it has successfully completed the
cash tender offer of $28.00 per share for any and all outstanding shares of its
Thermo BioAnalysis Corporation subsidiary (ASE-TBA).
The offer and withdrawal rights expired at midnight on Thursday, April
13, 2000. Based on the preliminary report of the depositary for the offer,
American Stock Transfer & Trust Company, approximately 2.3 million Thermo
BioAnalysis shares were tendered. This brings Thermo Instrument's and Thermo
Electron's combined equity ownership in Thermo BioAnalysis to approximately 99.3
percent. Thermo Instrument expects to complete the spin-in of Thermo BioAnalysis
by Wednesday, April 19, through a short-form merger. The short-form merger does
not require Thermo BioAnalysis' board or shareholder approval.
Thermo BioAnalysis shareholders who tendered their shares in the tender
offer will receive payment for their shares shortly. Thermo BioAnalysis
shareholders who did not tender their shares will also receive $28.00 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.
The complete terms and conditions of the tender offer are set forth in
the offer to purchase, letter of transmittal, and other related materials, which
were filed with the Securities and Exchange Commission on March 17, 2000.
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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