SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(l) of
the Securities Exchange Act of 1934)
ThermoLase Corporation
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(Name of Issuer)
ThermoLase Corporation
----------------------
(Name Of Person(s) Filing Statement)
Common Stock, $.01 par value
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(Title of Class of Securities)
883624108
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(CUSIP Number of Class of Securities)
__________________________
Sandra L. Lambert, Secretary
ThermoLase Corporation
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Telephone: (617) 622-1000
________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
Copies to:
Seth H. Hoogasian, Esq. David E. Redlick, Esq.
Vice President and General Counsel Hale and Dorr LLP
ThermoLase Corporation 60 State Street
c/o Thermo Electron Corporation Boston, MA 02109
81 Wyman Street Telephone:(617) 526-6000
Waltham, MA 02254-9046
Telephone: (617) 622-1000
March 6, 1997
-----------------------------------
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer Tender Offer Statement on
Schedule 13E-4 ("Amendment No. 1") is the final amendment
relating to the offer by ThermoLase Corporation, a Delaware
corporation (the "Company"), to exchange one unit (each, a
"Unit") (up to 2,000,000 Units), consisting of one share of
common stock, $.01 par value per share (the "Common Stock"), and
one redemption right for each share of Common Stock outstanding
(each, a "Share") plus an additional payment of $3.00 (the
"Additional Payment"), payable either (i) in cash or (ii) by
delivery of additional Shares having a value equal to the
aggregate Additional Payment, upon the terms and subject to the
conditions set forth in the Offer to Exchange dated March 6, 1997
and in the related Letter of Transmittal (which, together with
the Offer to Exchange, constitute the "Offer"), copies of which
are attached as Exhibits (a)(1), and (a)(2), respectively, to the
Issuer Tender Offer Statement on Schedule 13E-4 originally filed
with the Securities and Exchange Commission on March 6, 1997 (the
"Original Statement").
Pursuant to Rule 13e-4(c)(3) and General Instruction D of
Schedule 13E-4, the Original Statement is hereby amended and
supplemented as set forth in this Amendment No. 1. Capitalized
terms used in this Amendment No. 1 and not otherwise defined
herein shall have the respective meanings ascribed to such terms
in the Original Statement.
Item 1. Security and Issuer.
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Sub-Item (b) of Item 1 to the Original Statement is hereby
amended and supplemented by adding at the end thereof the
following:
The Offer and associated withdrawal rights, expired at 12:00
midnight, New York City Time, on April 2, 1997. The Company
accepted for exchange 2,261,706 Shares and $700,767 in
satisfaction of Additional Cash Payments which were validly
tendered and not properly withdrawn pursuant to the Offer and
issued an aggregate of 2,000,000 Units in exchange therefor. The
number of Units issued represented 45.46305% of the total number
of Units requested. Acceptances were cut back pro rata (with
adjustments to avoid the issuance of fractional Units), based on
the total number of Units that would have been issued to
tendering shareholders had no such cutback been made. Units
began trading on a when-issued basis on April 3, 1997.
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Item 8. Additional Information.
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Sub-Item (b) of Item 8 of the Original Statement is hereby
deleted in its entirety and the following substituted in its
place:
The Units have been approved for listing on the American Stock
Exchange ("TLZ U") subject to official notice of issuance.
Item 9. Material to be Filed as Exhibits.
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Item 9 of the Original Statement is hereby amended and
supplemented by adding the following:
(a)(7) Press Release, dated April 3, 1997.
(a)(8) Press Release, dated April 8, 1997.
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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.
Date: April 10, 1997 By: /s/ John C. Hansen
-----------------------------
John C. Hansen,
President and Chief Executive
Officer
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Index to Exhibits
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Exhibit No. Description
----------- -----------
*(a)(1) Offer to Exchange.
*(a)(2) Letter of Transmittal of the Company for use in
connection with the Offer to Exchange.
*(a)(3) Notice of Guaranteed Delivery to be used to
accept the Offer to Exchange if Shares or, if
applicable, Additional Cash Payments are not
immediately available.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees for use in connection
with the Offer to Exchange.
*(a)(5) Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees for whose
account the foregoing hold shares of Common Stock
in their names.
*(a)(6) Press Release, dated December 19, 1996.
(a)(7) Press Release, dated April 3, 1997.
(a)(8) Press Release, dated April 8, 1997.
*(c) Guarantee Agreement dated as of March 5, 1997
between ThermoLase Corporation and Thermo Electron
Corporation.
*(d) Tax Opinion of Hale and Dorr LLP (included as
Exhibit 8.1 to the Company's Registration
Statement on Form S-4 (File No. 333-19633) and
incorporated herein by reference.
*(e) Offer to Exchange (See Item (a)(1)).
__________________________
* Previously filed.
AA970990009
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THERMOLASE CORPORATION EXHIBIT (a)(7)
--------------
10455 Pacific Center Court
San Diego, CA 92121-4339 NEWS
THERMOLASE ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFER
SAN DIEGO, Calif., April 3, 1997 - ThermoLase Corporation
(ASE-TLZ) announced the preliminary results from its previously
announced exchange offer to its shareholders, as well as the
associated withdrawal rights, both of which expired at
12 midnight, Eastern Standard Time, on Wednesday, April 2, 1997.
The exchange offer allowed shareholders of the company to
exchange one share of existing ThermoLase common stock and $3.00,
payable in cash or additional shares of ThermoLase common stock
(which for purposes of such payment have been valued at $20.25
per share), for one new ThermoLase unit consisting of one share
of common stock and one redemption right. The redemption right
entitles the holder to sell the related share of common stock to
the company for $20.25 during the period from April 3, 2001,
through April 30, 2001. The redemption right will not detach, or
trade separately, from the related share of common stock. The
redemption right will expire and become worthless if the closing
price of ThermoLase common stock has been at least $26.00 for 20
of any 30 consecutive trading days.
Preliminary figures indicate that 5,086,840 shares of
ThermoLase common stock and additional cash payments of
$1,535,427 were validly tendered and not withdrawn, for an
aggregate of 4,496,596 requested units. Exchanges for 680,088 of
these requested units are subject to the delivery by shareholders
of common stock and additional cash payments, if applicable, in
accordance with the guaranteed delivery procedure.
However, as previously announced, ThermoLase will issue only
2,000,000 units. As such, acceptances by ThermoLase will be cut
back pro rata in accordance with the terms of the offer to
exchange. The preliminary proration factor is 44.47809 percent
of the number of units requested by each tendering shareholder,
who would then receive approximately 44.48 units for each 100
units requested, rounded to the nearest whole number. Figures
are only available on a preliminary basis because the period for
guaranteed delivery of tendered shares ends at 5 p.m., Monday,
April 7, 1997. The final proration factor will be announced
after the expiration of the guaranteed delivery period.
The units have been approved for listing on the American
Stock Exchange and will begin trading on a when-issued basis
(TLZ U WI) later today.
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ThermoLase Corporation has developed a laser-based
hair-removal system and, through its CBI Laboratories, Inc.
subsidiary, the company also manufactures skin-care and other
personal-care products. ThermoLase is a public subsidiary of
ThermoTrex Corporation, a Thermo Electron company.
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THERMOLASE CORPORATION EXHIBIT (a)(8)
--------------
10455 Pacific Center Court
San Diego, CA 92121-4339 NEWS
THERMOLASE ANNOUNCES FINAL RESULTS OF EXCHANGE OFFER
SAN DIEGO, Calif., April 8, 1997 -- ThermoLase Corporation
(ASE-TLZ) announced the final results from its previously
announced exchange offer to its shareholders, which expired at 12
midnight, Eastern Standard Time, on Wednesday, April 2, 1997. The
offer allowed shareholders of the Company to exchange one share
of existing ThermoLase common stock and $3.00, payable in cash or
additional shares of ThermoLase common stock (which for purposes
of such payment were valued at $20.25 per share), for one new
ThermoLase unit consisting of one share of common stock and one
redemption right.
In the exchange, 4,974,687 shares of ThermoLase common stock and
additional cash payments of $1,541,427 were validly tendered and
not withdrawn, for an aggregate of 4,399,167 requested units.
Because ThermoLase issued only 2,000,000 units, acceptances were
cut back pro rata by a final proration factor of 45.46305 percent
of the number of units requested. Each tendering shareholder,
therefore, will receive approximately 45.46 units for each 100
units requested, rounded to the nearest whole number.
The units, which have been trading on the American Stock Exchange
on a when-issued basis (TLZ U WI) since Thursday, April 3, 1997,
will begin trading regular way (TLZ U) on the American Stock
Exchange Thursday, April 10, 1997.
ThermoLase Corporation has developed a laser-based hair-removal
system and, through its CBI Laboratories, Inc. subsidiary, the
company also manufactures skin-care and other personal-care
products. ThermoLase is a public subsidiary of ThermoTrex
Corporation, a Thermo Electron company.
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