<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
TREX MEDICAL CORPORATION
(Name of Subject Company)
TREX MEDICAL CORPORATION
(Issuer)
TREX MEDICAL ACQUISITION, INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
CUSIP 89531R 10 1
(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
CALCULATION OF FILING FEE
Transaction Valuation(1): $18,076,035 Amount of Filing Fee(2): $3,615.21
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of Shares to be purchased pursuant to the Offer and (b) the
price offered per Share.
(2) 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 the 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: $3,615.21
Form or Registration No.: Schedule TO
Filing Party: Thermo Electron Corporation
Date Filed: October 25, 2000
|_| 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.
|X| 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: |_|
-2-
<PAGE> 3
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
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 25,121,689
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER 25,121,689
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,121,689
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
-3-
<PAGE> 4
This Amendment No. 2 amends and supplements the Tender Offer and Rule 13e-3
Transaction Statement on Schedule TO originally filed with the Securities and
Exchange Commission on October 25, 2000, and as amended on November 6, 2000 (as
so amended, the "Schedule TO"). The Schedule TO relates to the offer by Trex
Medical Acquisition, Inc. (the "Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Thermo Electron Corporation ("Thermo Electron"), a
Delaware corporation, to purchase all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of Trex Medical Corporation, a Delaware
corporation (the "Company"), at a purchase price of $2.15 per Share 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, 2000 (the "Offer
to Purchase"), a copy of which is attached to the Schedule TO as Exhibit
12(a)(1), and in the related Letter of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"), a copy of which is attached to the
Schedule TO as Exhibit 12(a)(2). Except as expressly noted below, the disclosure
in the Offer to Purchase that was incorporated by reference into the Schedule TO
in response to the items referenced below continues to be incorporated by
reference into the Schedule TO. Item 13 of the Schedule TO, the information
required by Schedule 13E-3, is being amended and supplemented by this Amendment
No. 2 to add the Company as a filing party and to incorporate the sections
referenced below from the Solicitation/Recommendation Statement on Schedule
14D-9 originally filed by the Company with the Securities and Exchange
Commission on November 7, 2000, and as amended on November 21, 2000 (as so
amended, the "Schedule 14D-9"). References in the Schedule 14D-9 to "Special
Committee" are amended as incorporated herein to read "Company Independent
Committee."
On November 21, 2000, Thermo Electron issued the press release filed as
Exhibit 12(a)(10) hereto relating to the extension of the Expiration Date to
12:00 midnight, New York City time, on Tuesday, November 28, 2000. The
information contained in the press release is incorporated by reference and
amends Items 1 through 11 of the Schedule TO.
ITEMS 9 and 13
Item 9(a) and Items 8 and 9 of Item 13 are hereby amended by deleting the
text comprising the second indented bullet point in the second sentence of the
seventh paragraph of the Offer to Purchase under the caption "Special Factors -
Summary Of The Advisor's Analysis And Opinion" which was incorporated into the
Schedule TO as originally filed.
ITEM 13
Item 3. Identity and Background of Filing Person.
Items 3(a) and (c) of Item 13 are hereby amended and supplemented by adding
the following to that section of the Schedule TO:
Unless set forth below, the name, business address, position with the
Company, present principal occupation or employment and five-year
employment history of each of the directors and executive officers of
the Company, together with the names, principal businesses and
addresses of any corporations or other organizations in which such
principal occupations are conducted, are set forth in
-4-
<PAGE> 5
Item 3 of the Schedule 14D-9 under the captions "Composition of the
Company's Board of Directors" and "Executive Officers of the Company."
Unless otherwise indicated, each occupation refers to the Company,
each individual is a U.S. citizen and each individual's business
address is 81 Wyman Street, Waltham, Massachusetts 02454. Unless
otherwise indicated, to the knowledge of the Company, no director or
executive officer of the Company has been convicted in a criminal
proceeding during the last five years (excluding traffic violations or
similar misdemeanors), and no director or executive officer of the
Company was party to any judicial or administrative proceeding during
the last five years (except for any matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws,
or a finding of any violation of federal or state securities laws.
Items 3(a) and (c) of Item 13 are hereby further amended and supplemented
to incorporate by reference the information set forth in Item 3 of the Schedule
14D-9 captioned "Composition of the Company's Board of Directors" and "Executive
Officers of the Company."
Items 3(a) and (c) of Item 13 are hereby further amended and supplemented
by adding the following to those Sections of the Schedule TO:
Gerald R. Roda has been senior vice president, finance of the Company
since March 1999. From 1986 until March 1999, Mr. Roda was employed by
Picker International, Inc., a manufacturer and marketer of diagnostic
imaging equipment, serving as group controller, sales and service
during the five years prior to March 1999.
Item 8. Fairness of the Transaction.
Item 8(a) of Item 13 is hereby amended and supplemented to incorporate by
reference the information set forth in Item 4 of the Schedule 14D-9 captioned
"Position of the Special Committee."
Item 8(b) of Item 13 is hereby amended and supplemented to incorporate by
reference the information set forth in Item 4 of the Schedule 14D-9 under the
caption "Background; Reasons for the Special Committee's Position."
Item 8(b) is further amended and supplemented by adding the following to
that section of the Schedule TO:
The Company Independent Committee considered a liquidation analysis in
determining the fair value of the Company as the Company had completed
the sale of its US operations in September and currently is actively
seeking purchasers for Trophy's businesses, for which the Company has
received indications of interest from several potential purchasers. As
a result of these events, the Company would have no operating assets
and, thus, would no longer be a going concern. The Company Independent
Committee considered the liquidation value of the remaining
non-operating assets and liabilities and potential liabilities of the
Company under several alternative cases, including the anticipated net
proceeds to be received from the sale of Trophy.
-5-
<PAGE> 6
The Company Independent Committee did not consider the net book value
of the Company as a relevant factor in assessing the Company's value
and, accordingly, did not evaluate the fairness of the Offer Price in
relation to the Company's book value. The Company Independent
Committee relied upon the valuation methodology selected by Tucker
Anthony for purposes of its financial analysis, and the Company
Independent Committee noted that Tucker Anthony did not employ net
book value in its financial analysis.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Items 9(a), (b) and (c) of Item 13 are hereby amended and supplemented to
incorporate by reference the information set forth in Item 4 under the caption
"Opinion of Financial Advisor" and Item 5 of the Schedule 14D-9 and Schedule I
to the Schedule 14D-9.
Item 10. Source and Amount of Funds or Other Consideration.
Item 10(c) of Item 13 is hereby amended and supplemented to incorporate by
reference the information set forth in Item 5 of the Schedule 14D-9.
Item 10(c) of Item 13 is hereby further amended and supplemented to add the
following to that section of the Schedule TO:
In addition to the amounts to be paid by the Company to Tucker
Anthony, the following is an estimate of fees and expenses to be
incurred by the Company in connection with the Offer:
Legal........................................ $ 40,000
Printing..................................... 65,000
Information Agent (including mailing)........ 12,000
Miscellaneous................................ 8,000
--------
$125,000
========
Item 11. Interest in Securities of Subject Company.
Item 11(a) of Item 13 is hereby amended and supplemented by incorporating
by reference the information relating to the security ownership by the Company's
executive officers and directors contained in the Company's Proxy Statement
relating to its 2000 Annual Meeting of Shareholders, as filed with the
Securities and Exchange Commission on April 18, 2000.
Item 11(b) of Item 13 is hereby amended and supplemented by incorporating
by reference the information set forth in Item 6 of the Schedule 14D-9.
Item 12. The Solicitation or Recommendation.
-6-
<PAGE> 7
Item 12(d) of Item 13 is hereby amended and supplemented by incorporating
by reference the information set forth in Item 3 of the Schedule 14D-9 captioned
"Intent to Tender."
Item 12(e) is hereby amended and supplemented by adding the following to
that section of the Schedule TO:
Other than the filing and distribution of the Schedule 14D-9, the
Company does not intend to make a recommendation to the Public
Stockholders either in support of or opposition to the Offer and the
Merger.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
Item 14(a) of Item 13 is hereby amended and supplemented by incorporating
by reference the information set forth in Item 5 of the Schedule 14D-9.
Item 16. Exhibits.
Item 16 of Item 13 is hereby amended and supplemented to add the following
exhibits:
(a)(9) Solicitation/Recommendation Statement on Schedule 14D-9 dated
November 7, 2000, and as amended on November 21, 2000
(c)(2) Opinion of Tucker Anthony Capital Markets dated November 7, 2000
(incorporated by reference to Schedule I of the Schedule 14D-9)
ITEM 13.
Items 7, 8 and 12(e) of Item 13 are hereby amended and supplemented by
adding the following to those sections of the Schedule TO following the fourth
bullet under the caption "Position Of Thermo Electron As To Fairness Of The
Offer And The Merger" which was incorporated by reference into the Schedule TO
as originally filed:
The Thermo Electron Special Committee also determined that the Offer
and the Merger are procedurally fair to the Public Stockholders,
despite the fact that the Offer and the Merger are not subject to the
approval of the director of the Company who is neither an employee of
the Company nor otherwise affiliated with Thermo Electron.
In addition, the Company Independent Committee determined that the
Offer and the Merger are procedurally fair to the Public Stockholders,
despite the fact that (i) Thermo Electron was unwilling to negotiate
the Offer Price and could pursue alternative squeeze-out structures in
the event that the Offer is not successful, (ii) the Offer and the
Merger are not structured so that approval of at least a majority of
the Public Stockholders is required and (iii) the Offer and the Merger
are not subject to the approval of the director of the Company who is
neither an employee of the Company nor otherwise affiliated with
Thermo Electron. In making such determination, the Company Independent
Committee considered the following factors:
- Each Public Stockholder can individually determine whether to
tender Shares in the Offer.
- The Offer provides the opportunity for the Public Stockholders to
sell their Shares without incurring brokerage and other costs
typically associated with market sales.
- In evaluating the Offer Price, the Company Independent Committee
relied in part upon an analysis prepared by Tucker Anthony Capital
Markets of the range of potential values of the Shares that
resulted primarily from an analysis of the liquidation value of the
Company.
- Public Stockholders who believe that the terms of the Offer and the
Merger are not fair can pursue appraisal rights in the Merger under
state law.
-7-
<PAGE> 8
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.
TREX MEDICAL ACQUISITION, INC.
By: /s/ John T. Keiser
---------------------------------------
Name: John T. Keiser
Title: President
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
---------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in Item 13 of this Statement is true, complete and
correct.
TREX MEDICAL CORPORATION
By: /s/ William J. Webb
---------------------------------------
Name: William J. Webb
Title: President and Chief Executive
Officer
Date: November 21, 2000
-8-
<PAGE> 9
EXHIBIT INDEX
EXHIBIT DESCRIPTION
12(a)(1)* Offer to Purchase dated October 25, 2000
12(a)(2)* Letter of Transmittal
12(a)(3)* Notice of Guaranteed Delivery
12(a)(4)* Letter from the Dealer Managers to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
12(a)(5)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
12(a)(6)* Summary Advertisement as published on October 25, 2000
12(a)(7)** Press Release issued by Thermo Electron on October 17,
2000
12(a)(8)* Press Release issued by Thermo Electron on October 25,
2000
12(a)(9)* Solicitation/Recommendation Statement on Schedule 14D-9
dated November 7, 2000, and as amended on November
21, 2000.
12(a)(10) Press Release issued by Thermo Electron on November 21,
2000.
12(b) None
12(c)(1)* Opinion of J.P. Morgan Securities Inc. dated October
16, 2000
12(c)(2) Opinion of Tucker Anthony Capital Markets dated
November 7, 2000 (incorporated by reference to Schedule
I to the Schedule 14D-9)
12(d) None
12(e) Not applicable
-9-
<PAGE> 10
12(f)* Summary of Appraisal Rights (Included in
Exhibit 12(a)(1) in the section captioned "The Merger;
Appraisal Rights")
12(g) None
12(h) None
-----------------
* Previously filed.
** Previously filed. The October 17, 2000 press release contained a "safe
harbor" statement under the Private Securities Litigation Reform Act of 1995. To
the extent that the forward-looking statements in the October 17, 2000 press
release relate to the tender offer that Trex Medical Acquisition, Inc. commenced
on October 25, 2000, the safe harbor does not apply to such statements.
-10-
