<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
-----------------------
THERMEDICS INC.
(Name of Subject Company)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
883901 10 0
(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
David E. Redlick, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
-----------------------
<PAGE> 2
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
SCHEDULE 13D INFORMATION
----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
IRS No. 04-2209186
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 31,759,424
OWNED BY
-------------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
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9. SOLE DISPOSITIVE POWER
31,759,424
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,759,424
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.5%
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14. TYPE OF REPORTING PERSON*
CO
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<PAGE> 4
This Amendment No. 5 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO filed by Thermo
Electron Corporation, a Delaware corporation (the "Acquiror" or "Thermo
Electron") on May 1, 2000 (the "Schedule TO"). The Schedule TO relates to the
offer by Thermo Electron to exchange shares of common stock of the Acquiror, par
value $1.00 per share (the "Thermo Electron Shares"), for shares of common
stock, par value $0.10 per share (the "Shares"), of Thermedics Inc., a
Massachusetts corporation (the "Company" or "Thermedics"), at an exchange ratio
of 0.45 Thermo Electron Shares for each Share (along with cash in lieu of
fractional Thermo Electron Shares) upon the terms and subject to the conditions
set forth in the Prospectus dated June 27, 2000 (the "Prospectus"), incorporated
herein by reference as Exhibit 12(a)(15), and in the related Letter of
Transmittal (which, together with the Prospectus, and any amendments or
supplements thereto, collectively constitute the "Offer"), which is incorporated
herein by reference as Exhibit 12(a)(2). The information in the Prospectus under
the captions "Questions And Answers About The Exchange Offer And The Merger",
"Summary", "Risk Factors", "Information About Thermo Electron and Thermedics",
"Background To The Exchange Offer And The Merger", "The Exchange Offer", "Market
Prices And Dividends", "The Merger; Appraisal Rights", "Federal Income Tax
Consequences", "Comparison Of The Rights Of Holders Of Our Common Stock And The
Rights Of Holders Of Thermedics Common Stock", "Transactions With Related
Parties", "Where You Can Find More Information" and "Thermo Electron Corporation
Pro Forma Consolidated Condensed Financial Statements (Unaudited)" and Annex A
to the Prospectus ("Directors And Executive Officers Of Thermo Electron And
Thermedics") is incorporated herein by reference as set forth in the Schedule
TO.
<PAGE> 5
ITEM 12. EXHIBITS.
(a)(1) Prospectus dated May 1, 2000 (incorporated herein
by reference to Thermo Electron's Registration
Statement on Form S-4 filed on May 1, 2000).
(a)(2) Form of Letter of Transmittal (incorporated herein by
reference to Thermo Electron's Registration Statement
on Form S-4 filed on May 1, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated
herein by reference to Thermo Electron's Registration
Statement on Form S-4 filed on May 1, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees (incorporated herein by
reference to Thermo Electron's Registration Statement
on Form S-4 filed on May 1, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
(incorporated herein by reference to Thermo Electron's
Registration Statement on Form S-4 filed on May 1,
2000).
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated herein by
reference to Thermo Electron's Registration Statement
on Form S-4 filed on May 1, 2000).
(a)(7) Press Release issued by Thermo Electron on January 31,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
January 31, 2000).
(a)(8) Slide Presentation of Thermo Electron to Financial
Analysts (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
February 7, 2000).
(a)(9) Press Release issued by Thermo Electron on March 8,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
March 8, 2000).
(a)(10) Press Release issued by Thermo Electron on April 13,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
April 13, 2000).
(a)(11) Press Release issued by Thermo Electron on May 30,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
May 30, 2000).
(a)(12) Press Release issued by Thermo Electron on June 9,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
June 9, 2000)
(a)(13) Prospectus dated June 14, 2000 (incorporated herein
by reference to Thermo Electron's Amendment No. 1 to
Registration Statement on Form S-4 filed on June 14,
2000 (File No. 333-35982)).
(a)(14) Press Release issued by Thermo Electron on June 26,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
June 26, 2000).
(a)(15) Prospectus dated June 27, 2000 (incorporated herein
by reference to Thermo Electron's Amendment No. 2 to
Registration Statement on Form S-4 filed on June 27,
2000 (File No. 333-35982)).
(b) None.
(d) None.
(g) None.
(h) Opinion of Hale and Dorr LLP as to the material United
States federal income tax consequences of the exchange
offer and the merger (incorporated herein by reference
to Thermo Electron's Registration Statement on Form S-4
filed on May 1, 2000).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
<PAGE> 6
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
---------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
Date: June 27, 2000
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
12(a)(1) Prospectus dated May 1, 2000 (incorporated herein by
reference to Thermo Electron's Registration Statement on Form
S-4 filed on May 1, 2000)
12(a)(2) Form of Letter of Transmittal (incorporated herein by
reference to Thermo Electron's Registration Statement on Form
S-4 filed on May 1, 2000)
12(a)(3) Form of Notice of Guaranteed Delivery (incorporated herein by
reference to Thermo Electron's Registration Statement on Form
S-4 filed on May 1, 2000)
12(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees (incorporated herein by reference to
Thermo Electron's Registration Statement on Form S-4 filed
on May 1, 2000)
12(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees (incorporated
herein by reference to Thermo Electron's Registration
Statement on Form S-4 filed on May 1, 2000)
12(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(incorporated herein by reference to Thermo
Electron's Registration Statement on Form S-4 filed
on May 1, 2000)
12(a)(7) Press Release issued by Thermo Electron on January
31, 2000 (incorporated herein by reference to
Thermo Electron's prospectus filed pursuant to Rule
425 on January 31, 2000)
12(a)(8) Slide Presentation of Thermo Electron to Financial
Analysts (incorporated herein by reference to
Thermo Electron's prospectus filed pursuant to Rule
425 on February 7, 2000)
12(a)(9) Press Release issued by Thermo Electron on March 8,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
March 8, 2000
12(a)(10) Press Release issued by Thermo Electron on April
13, 2000 (incorporated herein by reference to
Thermo Electron's prospectus filed pursuant to Rule
425 on April 13, 2000
12(a)(11) Press Release issued by Thermo Electron on May 30,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
May 30, 2000)
12(a)(12) Press Release issued by Thermo Electron on June 9,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
June 9, 2000)
12(a)(13) Prospectus dated June 14, 2000 (incorporated herein
by reference to Thermo Electron's Amendment No. 1
to Registration Statement on Form S-4 filed on
June 14, 2000 (File No. 333-35982)).
12(a)(14) Press Release issued by Thermo Electron on June 26,
2000 (incorporated herein by reference to Thermo
Electron's prospectus filed pursuant to Rule 425 on
June 26, 2000)
12(a)(15) Prospectus dated June 27, 2000 (incorporated herein
by reference to Thermo Electron's Amendment No. 2
to Registration Statement on Form S-4 filed on
June 27, 2000 (File No. 333-35982)).
12(b) None
12(d) None
12(g) None
12(h) Opinion of Hale and Dorr LLP as to the material
United States federal income tax consequences
(incorporated herein by reference to Thermo
Electron's Registration Statement on Form S-4 filed
on May 1, 2000)
</TABLE>
