1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TREX MEDICAL CORPORATION
(Name of Subject Company)
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
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CALCULATION OF FILING FEE
Transaction Valuation(1): $18,076,035 Amount of Filing Fee(2): $3,615.21
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(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
2
240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50
of one percent of the Transaction Valuation.
[ ] 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: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[ ] 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: [ ]
SCHEDULE 13D INFORMATION
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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) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
3
BENEFICIALLY 25,121,689
OWNED BY -------------------------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
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9. SOLE DISPOSITIVE POWER
25,121,689
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,121,689
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6%
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14. TYPE OF REPORTING PERSON*
CO
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This Tender Offer and Rule 13e-3 Transaction Statement on 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
hereto 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 hereto as Exhibit 12(a)(2). The information in the Offer to Purchase
under the captions "Summary", "Introduction", "Special Factors", "The Tender
Offer", "Certain Federal Income Tax Consequences", "Price Range Of The Shares;
Dividends", "Certain Information Concerning The Company", "Certain Information
Concerning The Purchaser And Thermo Electron", "Source And Amount Of Funds",
"The Merger; Appraisal Rights" and "Fees And Expenses" and Schedules I, II and
III to the Offer to Purchase are incorporated herein by reference as set forth
below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Offer to Purchase captioned "Summary."
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See the section of the Offer to Purchase captioned "Certain Information
Concerning The Company."
(b) See the section of the Offer to Purchase captioned "Introduction."
(c) See the section of the Offer to Purchase captioned "Price Range Of The
Shares; Dividends."
4
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See the section of the Offer to Purchase captioned "Certain Information
Concerning The Purchaser And Thermo Electron" and Schedule I to the Offer to
Purchase ("Members Of The Boards Of Directors And Executive Officers Of The
Purchaser And Thermo Electron").
(b) See the section of the Offer to Purchase captioned "Certain Information
Concerning The Purchaser And Thermo Electron" and Schedule I to the Offer to
Purchase ("Members Of The Boards Of Directors And Executive Officers Of The
Purchaser And Thermo Electron").
(c) See the section of the Offer to Purchase captioned "Certain Information
Concerning The Purchaser And Thermo Electron" and Schedule I to the Offer to
Purchase ("Members Of The Boards Of Directors And Executive Officers Of The
Purchaser And Thermo Electron").
ITEM 4. TERMS OF THE TRANSACTION.
(a) See the sections of the Offer to Purchase captioned "Summary",
"Introduction", "Special Factors - The Merger", "Special Factors - Certain
Effects Of The Offer And The Merger", "Special Factors - Other Possible
Purchases Of Shares", "The Tender Offer - Terms Of The Offer; Expiration Date",
"The Tender Offer - Acceptance For Payment And Payment For Shares", "The Tender
Offer - Procedures For Accepting The Offer And Tendering Shares", "The Tender
Offer - Withdrawal Rights" and "Certain Federal Income Tax Consequences".
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) See the sections of the Offer to Purchase captioned "Special Factors -
Conflicts Of Interest - Executive Officers and Directors of the Company" and
"Certain Information Concerning The Purchaser And Thermo Electron - Certain
Transactions" and Schedule I to the Offer to Purchase ("Members Of The Boards Of
Directors And Executive Officers Of The Purchaser And Thermo Electron").
(b) See the sections of the Offer to Purchase captioned "Special Factors -
Background To The Offer And The Merger", "Special Factors - Reasons For The
Offer And The Merger", "Special Factors - Conduct Of The Company's Business
After The Offer And The Merger", "Certain Information Concerning The Purchaser
And Thermo Electron - Certain Transactions" and Schedule II to the Offer to
Purchase ("Information Concerning Transactions In The Common Stock Of The
Company").
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c)(1)-(7) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background To The Offer And The Merger",
"Special Factors - Reasons For The Offer And The Merger", "Special Factors - The
Merger", "Special Factors - Other Possible Purchases Of Shares", "Special
Factors - Certain Effects Of The Offer And The Merger", "Special Factors -
Conduct Of The Company's Business After The Offer And The Merger", "Special
Factors - Conduct Of The Company's Business If The Offer Is Not Completed" and
"The Merger; Appraisal Rights".
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) See the section of the Offer to Purchase captioned "Source
And Amount Of Funds".
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) See the section of the Offer to Purchase captioned "Introduction" and
Schedule I to the Offer to Purchase ("Members Of The Boards Of Directors And
Executive Officers Of The Purchaser And Thermo Electron").
(b) See Schedule II to the Offer to Purchase ("Information Concerning
Transactions In The Common Stock Of The Company").
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
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(a) See the sections of the Offer to Purchase captioned "Introduction",
"Special Factors - Summary Of The Advisor's Analysis And Opinion" and "Fees And
Expenses".
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser and Thermo Electron are not
material to the Offer.
(b) The pro forma financial statements of the Purchaser and Thermo Electron
are not material to the Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) See the sections of the Offer to Purchase captioned "Introduction",
"The Tender Offer - Acceptance For Payment And Payment For Shares", "The Tender
Offer - Procedures For Accepting The Offer And Tendering Shares" and "The Tender
Offer - Certain Legal Matters; Regulatory Approvals".
(a)(3) See the section of the Offer to Purchase captioned "The Tender Offer
- - Certain Legal Matters; Regulatory Approvals".
(a)(4) See the section of the Offer to Purchase captioned "Special Factors
- - Certain Effects Of The Offer And The Merger".
(a)(5) None.
(b) The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated October 25, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Summary Advertisement as published on October 25, 2000.
(a)(7)* Press Release issued by Thermo Electron on October 17, 2000.
(a)(8) Press Release issued by Thermo Electron on October 25, 2000.
(b) None.
(d) None.
(g) None.
(h) None.
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* Previous 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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) See the section of the Offer to Purchase captioned "Price
Range Of The Shares; Dividends".
(e) Not Applicable.
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(f) See Schedule II to the Offer to Purchase ("Information
Concerning Transactions In The Common Stock Of the Company").
Item 4. Terms of the Transaction.
(c) None.
(d) See the section of the Offer to Purchase captioned "The
Merger; Appraisal Rights".
(e) Not applicable.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(c) See the sections of the Offer to Purchase captioned
"Introduction" and "Special Factors - Background To The Offer And The Merger".
(e) See the sections of the Offer to Purchase captioned "Special
Factors - The Merger" and "Source And Amount Of Funds".
Item 6. Purposes of the Transaction and Plans or Proposals
(b) See the section of the Offer to Purchase captioned "Special
Factors - The Merger".
(c)(8) See the section of the Offer to Purchase captioned
"Special Factors - Certain Effects Of The Offer And The Merger".
Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (b) and (c) See the sections of the Offer to Purchase
captioned "Introduction", "Special Factors - Background To The Offer And The
Merger", "Special Factors - Reasons For The Offer And The Merger" and "Special
Factors - Position Of Thermo Electron As To Fairness Of The Offer And The
Merger".
(d) See the sections of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger", "Special Factors -
Conduct Of The Company's Business After The Offer And The Merger", "Special
Factors - Conduct Of The Company's Business If The Offer Is Not Completed",
"Certain Federal Income Tax Consequences" and "The Merger; Appraisal Rights".
Item 8. Fairness of the Transaction.
(a), (b), (c), (d), (e) and (f) See the sections of the Offer to
Purchase captioned "Special Factors - Background To The Offer And The Merger",
"Special Factors - Position Of Thermo Electron As To Fairness Of The Offer And
The Merger", "Special Factors - Summary Of The Advisor's Analysis And Opinion",
"Special Factors - Other Possible Purchase Of Shares" and "Special Factors - The
Merger."
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a), (b) and (c) See the section of the Offer to Purchase
captioned "Special Factors - Summary Of The Advisor's Analysis And Opinion."
Item 10. Source and Amount of Funds or Other Consideration.
(c) See the section of the Offer to Purchase captioned "Fees And
Expenses".
Item 12. The Solicitation or Recommendation.
(d) See the section of the Offer to Purchase captioned "Special
Factors - Conflicts Of Interest - Executive Officers and Directors of the
Company".
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(e) Except for the positions of the members of the Special
Committee of the Board of Directors of the Company and the Board of Directors of
Thermo Electron as set forth in the sections of the Offer to Purchase captioned
"Special Factors - Background To The Offer And The Merger" and "Special Factors
- - Position Of Thermo Electron As To Fairness Of The Offer And The Merger", the
filing persons are not aware of any officer, director or affiliate of the
Company or any person listed on Schedule I to the Offer to Purchase who has made
a recommendation either in support of or against the Offer.
Item 13. Financial Statements.
(a) (1) The audited consolidated financial statements of the
Company as of and for the fiscal years ended October 2, 1999 and October 3,
1998 are incorporated herein by reference to the Consolidated Financial
Statements of the Company included as Exhibit 13 to the Company's Annual
Report on Form 10-K for the fiscal year ended October 2, 1999 filed with
the Securities and Exchange Commission (the "Commission") on December 13,
1999.
(2) The unaudited consolidated financial statements of the
Company for the three and nine month fiscal periods ended July 1, 2000 are
incorporated herein by reference to Item 1 ("Financial Statements") of Part
I of the Company's Quarterly Report on Form 10-Q for the quarter ended July
1, 2000 filed with the Commission on August 11, 2000.
(3) The pro forma financial statements of the Company as of
and for the periods ended October 2, 1999 and July 1, 2000 are incorporated
by reference to the Company's current report on Form 8-K dated September
15, 2000 and filed with the Commission on September 29, 2000.
(4) See the section of the Offer to Purchase captioned
"Certain Information Concerning The Company - Selected Consolidated
Financial Information."
(b) The pro forma financial statements of the Company are not
material to the Offer.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
(b) None
Item 16. Exhibits.
(c) Opinion of J.P. Morgan Securities Inc. dated October 16,
2000.
(f) Statement of Appraisal Rights. See the section of the Offer
to Purchase captioned "The Merger; Appraisal Rights".
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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 Statement is true, complete and correct.
TREX MEDICAL ACQUISITION, INC.
By: /s/ John T. Keiser
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Name: John T. Keiser
Title: President
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and
Chief Financial Officer
Date: October 25, 2000
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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(b) None
12(c) Opinion of J.P. Morgan Securities Inc. dated October 16,
2000
12(d) None
12(e) Not applicable
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
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* 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.