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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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PURITAN-BENNETT CORPORATION
(Name of Subject Company)
PB ACQUISITION CORP.
THERMO ELECTRON CORPORATION
(Bidders)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Including the Associated Common Stock Purchase Rights)
(Title of Class of Securities)
746299 10 6
(CUSIP Number of Class of Securities)
SETH H. HOOGASIAN, ESQ.
Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, MA 02254
(617) 622-1000
Copy To:
DAVID E. REDLICK, ESQ.
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
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CALCULATION OF FILING FEE
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Transaction Valuation* $315,386,883 Amount of Filing Fee** $63,077.38
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* For purposes of calculating fee only. This amount is based
upon (a) 11,914,965 outstanding shares of Common Stock, $1.00
par value per share (the "Shares"), of the Subject Company
(excluding Shares owned by the Bidders), as reported in the
Quarterly Report on Form 10-Q of the Subject Company for the
quarter ended July 31, 1994, (b) 957,969 shares reserved for
issuance upon the exercise of options outstanding as reported
in the Annual Report on Form 10-K of the Subject Company for
the year ended January 31, 1994 and (c) the price offered per
Share.
** 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 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: $63,077.38
Form or Registration No.: Schedule 14D-1
Filing Party: PB Acquisition Corp.
and Thermo Electron
Corporation
Date Filed: October 25, 1994
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This Amendment No. 1 to Tender Offer Statement on
Schedule 14D-1 ("Amendment No. 1") relates to the offer by PB
Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Thermo Electron Corporation, a Delaware
corporation (the "Parent"), to purchase all of the outstanding
shares of Common Stock, $1.00 par value per share (the "Shares"),
of Puritan-Bennett Corporation, a Delaware corporation (the
"Company"), and (unless, on or before the Expiration Date (as
defined in the Offer to Purchase), the associated Common Stock
Purchase Rights (the "Rights") have been redeemed by the Company's
Board of Directors) the Rights issued pursuant to the Rights Agreement
dated as of May 2, 1989, between the Company and United Missouri Bank
of Kansas City, N.A., as Rights Agent, at a purchase price of $24.50
per Share (and associated Right), 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 October 25, 1994 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitute the "Offer"), copies of which
are attached as Exhibits (a)(1) and (a)(2), respectively, to the
Statement on Schedule 14D-1 originally filed with the Commission on
October 25, 1994 (the "Original Statement").
The Original Statement is amended as follows:
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
The information set forth in Item 3(b) is hereby amended and
supplemented by the following:
On October 28, 1994, the Parent sent a letter to the
Company requesting a list of stockholders of the Company and
certain related information. On November 8, 1994, the Company
provided such materials to the Purchaser and the Parent.
On November 8, 1994, the Parent issued a press release, the
full text of which is set forth in Exhibit (a)(9) and incorporated
herein by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the
reference to Exhibit (a)(8) the following:
(a)(9) Press Release issued by the Parent on November
8, 1994.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 1
is true, complete and correct.
THERMO ELECTRON CORPORATION
By: /s/ John N. Hatsopoulos
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Name: John N. Hatsopoulos
Title: Chief Financial Officer and
Executive Vice President
PB ACQUISITION CORP.
By: /s/ John W. Wood, Jr.
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Name: John W. Wood, Jr.
Title: President
Date: November 8, 1994
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S> <S>
(a)(1) Offer to Purchase dated October 25, 1994 *
(a)(2) Letter of Transmittal *
(a)(3) Notice of Guaranteed Delivery *
(a)(4) Letter from the Dealer Manager to Brokers,
Dealers, Commercial Banks, Trust Companies
and Nominees *
(a)(5) Letter to clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies
and Nominees *
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute
Form W-9 *
(a)(7) Summary Advertisement as published on
October 25, 1994 *
(a)(8) Press Release issued by the Parent on
October 24, 1994 *
(a)(9) Press Release issued by the Parent on
November 8, 1994
</TABLE>
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* Previously Filed.
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[LETTERHEAD OF THERMO ELECTRON]
THERMO ELECTRON CALLS PURITAN-BENNETT RESPONSE "DISAPPOINTING"
WALTHAM, Mass., November 8, 1994--Thermo Electron Corporation (NYSE-TMO)
commented today on the response of Puritan-Bennett Corporation to Thermo
Electron's $24.50 per share all-cash tender offer for all of the shares of
Puritan-Bennett (NASDAQ-PBEN) common stock. George N. Hatsopoulos, chairman and
president of Thermo Electron, stated that management is "disappointed and
perplexed by Puritan-Bennett's response."
"We do not understand how Puritan-Bennett's board of directors can dismiss
as 'grossly inadequate' a price that offers its shareholders as much as a 50
percent premium over the price at which their stock was trading during the last
week of September, which was prior to our first written proposal," said Dr.
Hatsopoulos. Noting that Puritan-Bennett continues to be unwilling to meet with
Thermo Electron and has stated that it is not engaged in any negotiations with
other potential buyers, Dr. Hatsopoulos added that, "the priority of the
Puritan-Bennett board does not seem to be the maximization of shareholder
value." Based upon Puritan-Bennett's filing with the Securities and Exchange
Commission, Dr. Hatsopoulos stated that, "by adopting severance agreements for
12 officers and a severance plan applicable to employees generally, the board
appears to have given more attention to enhancing officer and employee severence
benefits than to the consideration of our proposal."
Dr. Hatsopoulos concluded by emphasizing that Thermo Electron believes that
its tender price is fair, and he urged Puritan-Bennett shareholders to show
their support for the offer by tendering their shares.
Thermo Electron Corporation is a world leader in environmental monitoring
and analysis instruments and a major manufacturer of biomedical products
including heart-assist devices and mammography systems, papermaking and
recycling equipment, alternative-energy systems, and other specialized products.
The company also provides environmental and metallurgical services and conducts
advanced technology research and development. With annual worldwide sales of
more than $1 billion, Thermo Electron has approximately 10,000 employees and
operations in 14 countries. Headquarters are in Waltham, Massachusetts.
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