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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 5)
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. 5 to Tender Offer Statement on Schedule 14D-1
("Amendment No. 5") 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., (now known as UMB Bank, 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, as amended on November
8, 1994, November 22, 1994, November 23, 1994 and November 29, 1994
(the "Original Statement").
Pursuant to Instruction D of Schedule 14D-1, the Original
Statement is amended and supplemented as follows:
The Parent and Purchaser announced on December 9, 1994 that they
allowed the Offer to expire at midnight on December 8, 1994. Attached
as Exhibit (a)(13) and incorporated herein by reference is a copy of
the press release issued by the Parent on December 9, 1994.
Accordingly, the Offer has terminated and no Shares have been purchased
thereunder by the Purchaser. In accordance with Rule 14e-1(c) under the
Securities Exchange Act of 1934, the Purchaser shall promptly return
all Shares and Rights tendered.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the
reference to Exhibit (a)(12) the following:
(a)(13) Press Release issued by the Parent on December 9, 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. 5
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: December 9, 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 *
(a)(10) Press Release issued by the Parent on *
November 22, 1994
(a)(11) Press Release issued by the Parent on *
November 23, 1994
(a)(12) Press Release issued by the Parent on *
November 29, 1994
(a)(13) Press Release issued by the Parent on
December 9, 1994
</TABLE>
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* Previously Filed.
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[LETTERHEAD OF THERMO ELECTRON CORPORATION APPEARS HERE]
THERMO ELECTRON TO LET TENDER OFFER EXPIRE
WALTHAM, Mass., December 9, 1994 - Thermo Electron Corporation (NYSE-TMO)
announced today that its $24.50 per share, all-cash tender offer for the
outstanding common stock of Puritan-Bennett Corporation (NASDAQ-PBEN) expired at
midnight on Thursday, December 8, 1994. Thermo Electron will not complete the
acquisition of tendered shares because certain conditions were not fulfilled by
the deadline, including a condition that certain anti-takeover provisions be
made inapplicable to the tender offer by the Puritan-Bennett board of directors.
Thermo Electron announced that preliminary figures indicate a total of
approximately 8,369,940 shares were tendered, which, together with the shares
already owned by Thermo Electron, constitute approximately 72 percent of the
outstanding Puritan-Bennett common stock as of September 7, 1994 (approximately
67 percent on a fully diluted basis). Tendered shares will be returned to
tendering shareholders in accordance with the terms of Thermo Electron's offer
to purchase, which was distributed to Puritan-Bennett shareholders at the
commencement of the offer.
"The shareholders of Puritan-Bennett have sent a clear message of support
for our offer to the Puritan-Bennett board of directors," said George N.
Hatsopoulos, chairman and president of Thermo Electron, "but unfortunately, the
board has ignored that message." He explained that "completion of the tender
offer was not feasible, given the continued refusal of the board of directors to
remove Puritan-Bennett's anti-takeover devices." Dr. Hatsopoulos added that
should the Puritan-Bennett board change its position in the future, Thermo
Electron would still be interested in discussing the possibility of an
acquisition.
Thermo Electron 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 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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