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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1
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
(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: [ ]
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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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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [X]
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
BENEFICIALLY 25,121,689
OWNED BY ---------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
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 Amendment No. 1 amends and supplements the Tender Offer and Rule
13e-3 Transaction Statement on Schedule TO filed with the Securities and
Exchange Commission on October 25, 2000 (the "Schedule TO") relating 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 4
Item 4(a) is hereby amended and supplemented by adding the following to
that section of the Schedule TO:
The Purchaser may only assert the failure of any condition to
the Offer to be met, and may only waive a condition to the
Offer, on or prior to the Expiration Date.
ITEMS 4, 6, 11 AND 13
Items 4, 6, 11 and Items 6 and 7 of Item 13 are hereby amended and
supplemented by adding the following sentence to those sections of the Schedule
TO in lieu of the second sentence of the first paragraph of the Offer to
Purchase under the caption "Special Factors - Certain Effects Of The Offer And
The Merger - General" which was incorporated into the Schedule TO as originally
filed:
Once the Merger is completed, the Public Stockholders will no
longer be able to benefit from the sale of the Company to a
third party; consequently, by accepting the Offer, a Public
Stockholder will increase the likelihood that the Minimum
Condition will be satisfied and preclude other Public
Stockholders from benefiting from the possible sale of the
Company to a third party.
ITEMS 5, 6 AND 13
Items 5 and 6 and Items 5(c), 7, 8 and 12(e) of Item 13 are hereby
amended and supplemented by adding the following to those sections of the
Schedule TO at the end of the third paragraph under the caption "Special Factors
- - Background To The Offer And The Merger - The Thermo Electron Reorganization"
which was incorporated by reference into the Schedule TO as originally filed:
The Thermo Electron Board of Directors determined in January
2000 that a change in Thermo Electron's business strategy was
necessary in order to achieve the following key objectives:
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- A simplified corporate structure, which would be more
efficient and cost effective to administer and would
foster cooperation among business units. A less
complex structure is also expected to be viewed
favorably by investors, as it would allow the market
more easily to understand Thermo Electron's operating
and financial condition and potentially increase
Thermo Electron's market valuation.
- Reduced costs and management distraction by eliminating
the minority interest in Thermo Electron's public
subsidiaries.
- A focus on a core group of instrument businesses,
which Thermo Electron believes offer the greatest
potential return for Thermo Electron's shareholders.
Thermo Electron determined to pursue these objectives even
though the reorganization would eliminate the public equity
interests in certain of its subsidiaries with public minority
interests. Thermo Electron concluded that the public float in
many of these subsidiaries had proven not to be sufficiently
large and liquid to be attractive to institutional investors.
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 at the end of the
second paragraph under the caption "Special Factors -- Position Of Thermo
Electron As To Fairness Of the Offer And the Merger -- Other Factors" which was
incorporated by reference into the Schedule TO as originally filed:
In the first half of 2000, the Company and the Advisor prepared
a confidential information memorandum describing the Company's
businesses and solicited proposals for an acquisition of the
Company. As discussions with potential buyers progressed,
Thermo Electron, the Company and the Advisor did not receive
any bids for the Company in its entirety and determined that
there was little interest among potential buyers in acquiring
the Company as a whole and that the Company was more likely to
find separate buyers for the sale of the Company's two core
operating businesses. The Advisor therefore held simultaneous
discussions with potential buyers for the Company's U.S.
operations and for Trophy. In connection with the sale of its
U.S. operations, several potential purchasers held discussions
with the Company's management or conducted due diligence
investigations of the U.S. operations. With respect to Trophy,
the auction process for which is ongoing, over 20 potential
buyers were contacted by the Advisor, and certain selected
buyers have been provided an information memorandum and given
access to a data room, management presentations and facility
tours.
ITEM 13
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Items 7, 8 and 12(e) of Item 13 are hereby further amended and
supplemented by adding the following to those sections of the Schedule TO as a
final paragraph under the caption "Special Factors -- Position Of Thermo
Electron As To Fairness Of The Offer And The Merger -- Other Factors" which was
incorporated by reference into the Schedule TO as originally filed:
The Thermo Electron Special Committee relied upon a
liquidation analysis in determining the fair value of the
Company as the Company's Board of Directors had decided to
sell the Company's two core operating businesses. The Thermo
Electron Special Committee concluded that the different
components of the Company's businesses and assets required the
application of different valuation methodologies. With respect
to the Company's two core operating businesses, the valuations
relied upon by the Thermo Electron Special Committee reflected
the Advisor's assessment of the going concern valuations of
those businesses on the basis of the market values of those
businesses. In particular, the Company's U.S. operations were
sold to Hologic on a going concern basis following the
completion of an auction process. Similarly, the Advisor
conducted an auction process for the sale of Trophy on a going
concern basis, and the indicative bids received in the auction
process prior to the Thermo Electron Special Committee meeting
on October 16, 2000 reflected the bidders' perceived value for
Trophy. The Company's only other assets, which consisted of
cash, short term investments and certain tax benefits, were
valued on a net asset value basis, net of certain retained
liabilities.
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
Date: November 6, 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.
** 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.
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