EXHIBIT 99.4
[THERMEDICS DETECTION INC. LETTERHEAD]
February , 1997
Dear Shareholder:
Thermedics Detection Inc. ("Thermedics Detection") is distributing to
its shareholders transferable subscription rights (the "Rights") to purchase
shares of Thermedics Detection Common Stock for a price of $_____ per share (the
"Subscription Price"). Thermedics Inc. will not exercise the Rights it receives
as majority shareholder of Thermedics Detection, but is instead distributing the
Rights to its shareholders.
This Rights offering provides existing shareholders of both Thermedics
Detection and Thermedics with the opportunity to participate directly in the
initial public offering of Thermedics Detection. Upon completion of the Rights
offering, Thermedics Detection will enjoy the benefits of being a publicly
traded company.
Summary of Terms of the Rights Offering
The basic terms of the Rights offering are as follows:
. Each Thermedics Detection shareholder will receive approximately .366
Rights for each share of Thermedics Detection Common Stock held on the
Record Date (one Right for approximately every 2.73 shares of
Thermedics Detection Common Stock held).
. One whole Right is exercisable for one share of Thermedics Detection
Common Stock at a price of $_____ per share.
. Rights are exercisable from February __, 1997 through March __, 1997.
. Shareholders who have fully exercised the Rights issued to them may
subscribe for additional shares of Thermedics Detection Common Stock,
to the extent available, at the Subscription Price, through the
exercise of an oversubscription privilege.
. The Rights will trade on the American Stock Exchange from February __,
1997 through March __,1997, and the shares of Thermedics Detection
Common Stock will trade on the American Stock Exchange when issued
commencing on February __, 1997 and regular way commencing March __,
1997.
. THE RIGHTS MAY NOT BE EXERCISED AFTER 5:00 P.M., EASTERN TIME, ON MARCH
__, 1997.
A more detailed description of the Rights offering is contained in the
enclosed Prospectus, which you should read and consider in its entirety prior
to participating in the Rights offering.
Enclosures
You will find enclosed a Prospectus describing the Rights offering and,
if you are located in the United States, a Subscription Certificate representing
Rights to purchase Thermedics Detection Common Stock as well as related
instructions. If you are located anywhere outside the United States (except the
United Kingdom), you will find instead an International Holder Subscription Form
and related instructions. You should carefully review the Prospectus and, if
applicable, the other enclosed materials.
Exercise of Rights
If you are located in the United States, you should follow the enclosed
instructions as to the exercise or transfer of the Rights represented by the
enclosed Subscription Certificate. If you are located outside the United
States (except the United Kingdom), you should follow the enclosed instructions
as to the completion of the
International Holder Subscription Form. If you are located in the United
Kingdom, you should contact Lehman Brothers International (Europe) at the
international address indicated below if you are interested in participating in
the Rights offering.
Transfer of Rights
The Rights have been listed for trading on the American Stock Exchange
and are expected to trade from February __, 1997 through March __, 1997 through
normal brokerage channels. You may sell your Rights by contacting your broker or
you may request the subscription agent to sell some or all of your Rights and
deliver the proceeds to you. The subscription agent will attempt to sell any
Rights held by persons located outside the United States who have not provided
the subscription agent with exercise or sale instructions by 11:00 a.m., Eastern
time, on March __, 1997.
Additional Information
You may obtain additional information concerning the Rights offering
from the following sources:
United States International
Lehman Brothers Inc. Lehman Brothers International(Europe)
3 World Financial Center One Broadgate
New York, New York 10285 London EC2M 7HA
Attention: Mr. Kevin Davies England
telephone: (212) 526-3025 Attention: Mr. Adrian Norman
telecopier: (212) 526-9731 telephone: 44-1-71-260-2793
telecopier: 44-1-71-260-2635
Information is also available from the subscription agent:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
telephone: (718) 921-8200
telecopier: (718) 234-5001
Thermedics Detection is pleased to provide you with this opportunity to
participate in its initial public offering. We thank you for your support and
look forward to our continuing relationship.
Very truly yours,
Jeffrey J. Langan
President and Chief Executive Officer