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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 3)
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. 3 to Tender Offer Statement on
Schedule 14D-1 ("Amendment No. 3") 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 and November 22, 1994 (the "Original Statement").
The Original Statement is amended as follows:
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and
supplemented by the following:
The Purchaser has extended the Offer until 12:00 midnight, New
York City time, on Monday, November 28, 1994. On November 23, 1994, the
Parent issued a press release announcing such extention of the Offer.
The full text of the press release is set forth in Exhibit (a)(11) and
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the
reference to Exhibit (a)(10) the following:
(a)(11) Press Release issued by the Parent on November 23, 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. 3
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 23, 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
</TABLE>
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* Previously Filed.
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[LETTERHEAD OF THERMO ELECTRON APPEARS HERE]
THERMO ELECTRON TO EXTEND PURITAN - BENNETT OFFER
WALTHAM, Mass., November 23, 1994 -- Thermo Electron Corporation (NYSE-TMO)
announced today that it is extending its $24.50 per share, all-cash tender offer
for all of the outstanding common stock of Puritan-Bennett Corporation until
midnight, New York City time, on Monday, November 28, 1994, unless further
extended by Thermo Electron.
Preliminary figures show that a total of approximately 7,818,917 shares had
been tendered through November 22, 1994, when the tender offer was originally
scheduled to expire. The tendered shares, together with the shares already owned
by Thermo Electron, constitute approximately 67.3 percent of the outstanding
Puritan-Bennett common stock at September 7, 1994 (62.5 percent on a fully
diluted basis).
"The offer is being extended to give Puritan-Bennett's board of directors
- -- and any non-tendering shareholders -- the opportunity to consider the
substantial support of Puritan-Bennett's shareholders for our offer as evidenced
by the significant number of shares tendered," said George N. Hatsopoulos,
chairman and president of Thermo Electron. "We don't see how Puritan-Bennett can
continue to assert that our offer is 'not in the best interest of the company
and its stockholders' when shareholders representing more than 60 percent of the
outstanding shares have shown their support for our offer. Given the measures
that the Puritan-Bennett board has taken to resist our offer, the response of
the Puritan-Bennett shareholders is especially encouraging, and should prod the
board to begin meaningful discussions with us." Dr. Hatsopoulos expressed hope
that shareholders who had not tendered due to the opposition of the Puritan-
Bennett board would now do so in order to "send an even stronger message to the
board."
Thermo Electron's offer includes a condition that no new severance packages
be adopted. Dr. Hatsopoulos noted that the Puritan-Bennett board of directors
had implemented new severance benefits for its management and employees,
including an enhanced severance package for the company's president, Burton
Dole, subsequent to Thermo Electron's tender offer. He further stated that
Thermo Electron does not intend to complete the acquisition at the $24.50 price
unless these measures are repealed. Except for the extension of the expiration
date, the existing terms and conditions (including the condition as to new
severance benefits) will continue to apply to the tender offer. Thermo Electron
has already obtained antitrust clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to its tender offer for Puritan-Bennett.
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 that $1 billion, Thermo Electron has approximately 10,000 employees and
operations in 14 countries. Headquarters are in Waltham, Massachusetts.
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