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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2)
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. 2 to Tender Offer Statement on
Schedule 14D-1 ("Amendment No. 2") 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 (the "Original Statement").
The Original Statement is amended as follows:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the
reference to Exhibit (a)(9) the following:
(a)(10) Press Release issued by the Parent on November
22, 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. 2
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 22, 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
</TABLE>
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* Previously Filed.
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[LETTERHEAD OF THERMO ELECTRON APPEARS HERE]
THERMO ELECTRON ANNOUNCES CONFERENCE CALL ON RESULTS OF
PURITAN-BENNETT TENDER OFFER
WALTHAM, Mass., November 22, 1994 - Thermo Electron Corporation (NYSE-TMO) will
hold a conference call at 8:30 a.m. EST on Wednesday, November 23, to discuss
the results of its tender offer for Puritan-Bennett Corporation
(NASDAQ-PBEN). The tender offer expires at midnight on November 22, unless
extended by Thermo Electron. To participate in the call, please contact Thermo
Electron, Investor Relations Department, at 617-622-1000.
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