SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2000
THERMO ELECTRON CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
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Item 5. Other Events
On November 29, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding its previously announced cash tender offer for
any and all outstanding shares of common stock, $.01 par value per share, of
Trex Medical Corporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits
99 Press Release dated November 29, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 29th day of November, 2000.
THERMO ELECTRON CORPORATION
By: /s/ Sandra L. Lambert
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Sandra L. Lambert
Vice President and Secretary
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Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Electron Completes Cash Tender Offer for Trex Medical
WALTHAM, Massachusetts, November 29, 2000 - Thermo Electron Corporation
(NYSE-TMO) announced today that it has successfully completed its cash tender
offer of $2.15 per share for any and all outstanding shares of common stock of
Trex Medical Corporation (AMEX-TXM).
The offer and withdrawal rights expired at midnight on Tuesday, November
28, 2000. According to the report of the depositary for the offer, Thermo
Electron acquired approximately 6 million shares of Trex Medical common stock in
the offer, bringing Thermo Electron's equity ownership in Trex Medical to
approximately 97 percent.
Thermo Electron intends to acquire the remaining Trex Medical shares
through a short-form merger later today. Once Thermo Electron completes the
short-form merger, Trex Medical's shares will no longer be listed on the
American Stock Exchange. Options to purchase Trex Medical common stock that are
outstanding at the time of the merger will be assumed by Thermo Electron and
converted into options to purchase Thermo Electron common stock. The short-form
merger does not require Trex Medical board or stockholder approval.
Stockholders who tendered their shares in the tender offer will receive
payment for their shares shortly. Stockholders who did not tender their shares
will receive $2.15 per share in the short-form merger, unless they decide to
exercise their statutory appraisal rights. Detailed instructions will be mailed
within 10 days outlining the steps that these Trex Medical stockholders must
take in order to obtain payment or exercise their appraisal rights.
Thermo Electron Corporation is a leading provider of analytical and
monitoring instruments used in a broad range of applications, from life sciences
research to telecommunications to food and beverage production. In addition,
Thermo Electron serves the healthcare market through a family of medical
products, and is a major producer of paper recycling systems and provides
water-clarification and fiber-recovery products and services. As announced on
January 31, 2000, the company has initiated a major reorganization that would
transform it into one company focused on its core measurement and detection
instruments business. More information is available on the Internet at
http://www.thermo.com. Other Important Information:
We urge investors and security holders to read the following documents,
which contain important information regarding the tender offer and the merger
described in this announcement:
Thermo Electron's offer to purchase and other tender offer materials.
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Thermo Electron's Tender Offer and Rule 13e-3 Transaction Statement on
Schedule TO, as amended, which contains or incorporates by reference the
documents listed above and other information.
Trex Medical's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents have been or will be
filed with the SEC. When these and other documents are filed with the SEC, they
may be obtained for free at the SEC's Web site at www.sec.gov. You may also
obtain for free each of these documents, when available, from us. You can call
us at (781) 622-1111 or write to us at:
Investor Relations Department
Thermo Electron Corporation
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046
This press release includes certain forward-looking statements, including
statements concerning Thermo Electron Corporation's plans with respect to the
acquisition, through the tender offer and the short-form merger, of all of the
equity interests in Trex Medical Corporation. Such forward-looking statements
are not guarantees and involve risks and uncertainties. The actual actions taken
by Thermo Electron may differ materially from those described in the
forward-looking statements as a result of various factors, including those
described in the Offer to Purchase in the section titled "Special Factors."
