1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
Thermo Voltek Corp.
(Name of Issuer)
Thermo Voltek Corp.
Thermedics Inc.
TV Acquisition Corporation
Thermo Electron Corporation
(Name of Person(s) Filing Statement)
Common Stock, par value $.05 per share
(Title of Class of Securities)
883602 10 4
(CUSIP Number of Class of Securities)
Sandra L. Lambert, Secretary
Thermo Voltek Corp.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with a copy to:
Seth H. Hoogasian, General Counsel
Thermo Voltek Corp.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act of 1933.
c. A tender offer.
d. None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. /X/
Calculation of Filing Fee
Transaction Value* Amount of Filing Fee
------------------ --------------------
$18,744,950 $3,749
* Solely for purposes of calculating the filing fee. Assumes purchase of
2,677,850 shares of Common Stock, par value $.05 per share, of Thermo Voltek
Corp. at $7.00 per share.
/X/ Check 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: $3,749
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: Thermo Voltek Corp.
Date filed: December 3, 1998, January 19, 1999
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This Amendment No. 1 to Rule 13e-3 Transaction Statement (as so
amended, the "Statement") is being filed in connection with the filing by Thermo
Voltek Corp. ("Voltek" or the "Company") with the Securities and Exchange
Commission (the "Commission") on January 19, 1999 of a revised Preliminary Proxy
Statement on Schedule 14A (as amended, the "Proxy Statement") in connection with
a special meeting of the stockholders of Voltek. At such meeting, the
stockholders of Voltek will vote upon the adoption of an Agreement and Plan of
Merger dated as of November 24, 1998 (the "Merger Agreement") by and among
Voltek, TV Acquisition Corporation (the "Merger Sub") and Thermedics Inc.
("Thermedics"), pursuant to which the Merger Sub, a wholly owned subsidiary of
Thermedics, will be merged with and into Voltek.
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to the items of
this Statement. The information in the Schedule 14A which is attached hereto as
Exhibit (d)(3), including all appendices thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by the provisions of the Proxy Statement.
CROSS REFERENCE SHEET
Item in Schedule 13E-3 Caption or Location in the Proxy Statement
- ---------------------- ------------------------------------------
Item 1(a)..........................."Introduction"; "Summary - Parties to the
Merger"
Item 1(b)..........................."Summary - Purpose of the Special Meeting";
"- Record Date and Quorum"; "- Market Prices
of Common Stock and Dividends"; "The Special
Meeting - Record Date and Quorum
Requirement"
Item 1(c)..........................."Summary - Market Prices of Common Stock and
Dividends"
Item 1(d)..........................."Summary - Market Prices of Common Stock
and Dividends"
Item 1(e)...........................Not applicable
Item 1(f)..........................."Appendix E - Information Concerning
Transactions in the Common Stock of the
Company"
Item 2(a) - (c)....................."Summary - Parties to the Merger"; "Business
of the Company"; "Certain Information
Concerning the Merger Sub, Thermedics and
Thermo Electron"; "Appendix D - Information
Concerning Directors and Executive Officers
of the Company, Thermedics, the Merger Sub
and Thermo Electron"
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Item 2(d)..........................."Appendix D - Information Concerning
Directors and Executive Officers of the
Company, Thermedics, the Merger Sub and
Thermo Electron"
Item 2(e) ..........................Not Applicable
Item 2(f)...........................Not Applicable
Item 2(g)..........................."Appendix D - Information Concerning
Directors and Executive Officers of the
Company, Thermedics, the Merger Sub and
Thermo Electron"
Item 3(a)(1)........................"Certain Transactions"
Item 3(a)(2) - 3(b) ................"Summary - The Merger"; "- Purpose and
Reasons of Thermedics and Thermo Electron
for the Merger"; "Special Factors -
Background of the Merger"; "- The Special
Committee's and the Board's Recommendation";
"- Purpose and Reasons of Thermedics and
Thermo Electron for the Merger"; "Certain
Transactions"; "Appendix E - Information
Concerning Transactions in the Common Stock
of the Company"
Item 4(a)..........................."Introduction"; "Summary - The Merger";
"- Assumption of Voltek Stock Options by
Thermedics"; "- Certain Effects of the
Merger"; "- Conditions to the Merger,
Termination and Expenses"; "Special
Factors - Certain Effects of the Merger";
"The Merger"; "Appendix A - Agreement and
Plan of Merger"
Item 4(b)..........................."Introduction"; "Summary - Purpose of the
Special Meeting"; "- The Merger"; "Special
Factors - Conduct of Voltek's Business
After the Merger"; "The Merger - Conversion
of Securities"; "Federal Income Tax
Consequences"; "Appendix A - Agreement and
Plan of Merger"
Item 5(a)..........................."Special Factors - Conduct of Voltek's
Business After the Merger"
Item 5(b) .........................."Special Factors - Conduct of Voltek's
Business After the Merger"
Item 5(c)..........................."Introduction"; "Special Factors - Conflicts
of Interest"; "- Conduct of Voltek's
Business After the Merger"
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Item 5(d) .........................."Summary - Certain Effects of the Merger";
"Special Factors - Certain Effects of the
Merger"
Item 5(e)..........................."Summary - Certain Effects of the Merger";
"Special Factors - Certain Effects of the
Merger"; "- Conduct of Voltek's Business
After the Merger"
Item 5(f) .........................."Summary - Certain Effects of the Merger";
"Special Factors - Certain Effects of the
Merger"
Item 5(g) .........................."Summary - Certain Effects of the Merger";
"Special Factors - Certain Effects of the
Merger"
Item 6(a)..........................."The Merger - Source of Funds"
Item 6(b)..........................."Summary - Opinion of Financial Advisor";
"- Conflicts of Interest"; "Special
Factors - Opinion of Financial Advisor";
"- Conflicts of Interest"; "The Merger
- Expenses"
Item 6(c)...........................Not applicable
Item 6(d)...........................Not applicable
Item 7(a) - (c)....................."Summary - Purpose of the Special Meeting";
"- Opinion of Financial Advisor";
"- Purpose and Reasons of Thermedics and
Thermo Electron for the Merger"; "Special
Factors - Background of the Merger";
"- The Special Committee's and the Board's
Recommendation"; "- Opinion of Financial
Advisor"; "- Purpose and Reasons of
Thermedics and Thermo Electron for the
Merger"
Item 7(d) .........................."Summary - The Merger"; "- Assumption of
Voltek Stock Options by Thermedics";
"- Conflicts of Interest";
"- Certain Effects of the Merger";
"- Federal Income Tax Consequences";
"Special Factors - Conflicts of Interest";
"- Certain Effects of the Merger";
"- Conduct of Voltek's Business After the
Merger"; "The Merger - Conversion of
Securities"; "- Assumption of Voltek Stock
Options by Thermedics"; "Federal Income Tax
Consequences"
Item 8(a) .........................."Summary - The Special Committee's and the
Board's Recommendation"; "- Position of
Thermedics and Thermo Electron as to
Fairness of the Merger"; "Special Factors -
The Special Committee's and the Board's
Recommendation"; "- Position of
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Thermedics and Thermo Electron as to
Fairness of the Merger"
Item 8(b) .........................."Summary - The Special Committee's and the
Board's Recommendation"; "- Position of
Thermedics and Thermo Electron as to
Fairness of the Merger"; "Special Factors -
Background of the Merger"; "- The Special
Committee's and the Board's Recommendation";
"- Opinion of Financial Advisor";
"- Position of Thermedics and Thermo
Electron as to Fairness of the Merger"
Item 8(c) .........................."Introduction"; "Summary - Vote Required
and Revocation of Proxies"; "The Special
Meeting - Voting Procedures"; "The Merger
- Conditions"
Item 8(d)..........................."Summary - The Special Committee's and the
Board's Recommendation"; "- Opinion of
Financial Advisor"; "Special Factors -
Background of the Merger"; "- The Special
Committee's and the Board's Recommendation";
"- Opinion of Financial Advisor"; "Appendix
B - Fairness Opinion of HSBC Securities,
Inc."
Item 8(e)..........................."Summary - The Special Committee's and the
Board's Recommendation"; "Special Factors
- The Special Committee's and the Board's
Recommendation"
Item 8(f)...........................None
Item 9(a) - (c)....................."Summary - Opinion of Financial Advisor";
"Special Factors - Background of the
Merger"; "- Opinion of Financial Advisor";
"Appendix B - Fairness Opinion of HSBC
Securities, Inc."
Item 10(a) ........................."Introduction"; "Summary - Vote Required and
Revocation of Proxies"; "- Conflicts of
Interest"; "Special Factors - Purpose and
Reasons of Thermedics and Thermo Electron
for the Merger"; "- Conflicts of Interest";
"The Special Meeting - Voting Procedures";
"Security Ownership of Certain Beneficial
Owners and Management"; "Appendix E -
Information Concerning Transactions in the
Common Stock of the Company"
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Item 10(b).........................."Appendix E - Information Concerning
Transactions in the Common Stock of the
Company"
Item 11............................."Introduction"; "Summary - Vote Required
and Revocation of Proxies"; "- The
Merger"; "The Special Meeting - Voting
Procedures"; "The Merger"; "Appendix A -
Agreement and Plan of Merger"
Item 12(a).........................."Introduction"; "Summary - Vote Required
and Revocation of Proxies"; "The Special
Meeting - Voting Procedures"; "Appendix D -
Information Concerning Directors and
Executive Officers of the Company,
Thermedics, the Merger Sub and Thermo
Electron"
Item 12(b).........................."Summary - The Special Committee's and the
Board's Recommendation"; "- Position of
Thermedics and Thermo Electron as to
Fairness of the Merger"; "Special Factors -
The Special Committee's and the Board's
Recommendation"; "- Position of Thermedics
and Thermo Electron as to Fairness of the
Merger"
Item 13(a).........................."Summary - Rights of Dissenting
Stockholders"; "The Special Meeting - Voting
Procedures"; "Rights of Dissenting
Stockholders"; "Appendix C - Section 262 of
the General Corporation Law of the State of
Delaware"
Item 13(b)..........................Not applicable
Item 13(c).........................."Special Factors -- Certain Effects of the
Merger"
Item 14(a).........................."Selected Quarterly Financial Data"; "Ratio
of Earnings to Fixed Charges"; "Selected
Financial Information"; "Consolidated
Financial Statements"
Item 14(b)..........................Not applicable
Item 15(a).........................."The Special Meeting - Proxy Solicitation"
Item 15(b)..........................Not applicable
Item 16.............................Entirety of Proxy Statement
Item 17(a)..........................Not applicable
Item 17(b)..........................Opinion of HSBC Securities, Inc. dated
November 24, 1998 (included as Appendix B
to the Proxy Statement)
Item 17(c) .........................Agreement and Plan of Merger dated as of
November 24, 1998 among Thermo Voltek Corp.,
Thermedics Inc., and TV Acquisition
Corporation (included as Appendix A to the
Proxy Statement)
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Item 17(d)(1) ......................Preliminary Copy of Letter to Stockholders
Item 17(d)(2) ......................Preliminary Copy of Notice of Special
Meeting of Stockholders
Item 17(d)(3) ......................Preliminary Proxy Statement
Item 17(d)(4) ......................Form of Proxy
Item 17(e) .........................Text of Section 262 of the General
Corporation Law of the State of Delaware
(included as Appendix C to the Preliminary
Proxy Statement)
Item 17(f) .........................Preliminary Proxy Statement
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the sections entitled "Introduction"
and "Summary - Parties to the Merger" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in the sections entitled "Summary - Purpose
of the Special Meeting," "- Record Date and Quorum," "- Market Prices of Common
Stock and Dividends," and "The Special Meeting - Record Date and Quorum
Requirement" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the section entitled "Summary - Market
Prices of Common Stock and Dividends" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in the section entitled "Summary - Market
Prices of Common Stock and Dividends" of the Proxy Statement is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth in Appendix E to the Proxy Statement is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by the Company (which is the issuer
of the class of equity securities that is the subject of the Rule 13e-3
transaction), Thermedics, the Merger Sub, and Thermo Electron.
(a) - (c) The information set forth in the sections entitled "Summary
Parties to the Merger", "Business of the Company," "Certain Information
Concerning the Merger Sub, Thermedics and Thermo Electron," and Appendix D to
the Proxy Statement is incorporated herein by reference.
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(d) The information set forth in Appendix D to the Proxy Statement is
incorporated herein by reference.
(e) During the last five years, none of the Company, Thermedics, the
Merger Sub or Thermo Electron, nor (to the knowledge of each of the Company,
Thermedics, the Merger Sub or Thermo Electron, respectively) any executive
officer or director of the Company, Thermedics, the Merger Sub or Thermo
Electron, respectively, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
(f) During the last five years, none of the Company, Thermedics, the
Merger Sub or Thermo Electron, nor (to the knowledge of each of the Company,
Thermedics, the Merger Sub or Thermo Electron, respectively) any executive
officer or director of the Company, Thermedics, the Merger Sub or Thermo
Electron, respectively, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
(g) The information set forth in Appendix D to the Proxy Statement is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) (1) The information set forth in the section entitled "Certain
Transactions" of the Proxy Statement is incorporated herein by reference.
(a) (2)-(b) The information set forth in the sections entitled "Summary -
The Merger," "- Purpose and Reasons of Thermedics and Thermo Electron for the
Merger," "Special Factors - Background of the Merger," "The Special Committee's
and the Board's Recommendation," "- Purpose and Reasons of Thermedics and Thermo
Electron for the Merger," "Certain Transactions" and in Appendix E to the Proxy
Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Introduction,"
"Summary - The Merger," "- Assumption of Voltek Stock Options by Thermedics,"
"- Certain Effects of the Merger, " "- Conditions to the Merger, Termination and
Expenses," "Special Factors - Certain Effects of the Merger," and "The Merger"
and in Appendix A to the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the sections entitled "Introduction,"
"Summary - Purpose of the Special Meeting," "- The Merger," "Special Factors -
Conduct of Voltek's Business After the Merger," "The Merger - Conversion of
Securities," "Federal Income Tax Consequences," and Appendix A to the Proxy
Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) The information set forth in the section entitled "Special Factors -
Conduct of Voltek's Business After the Merger" of the Proxy Statement is
incorporated herein by reference.
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(b) The information set forth in the section entitled "Special Factors -
Conduct of Voltek's Business After the Merger" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth in the sections entitled "Introduction,"
"Special Factors - Conflicts of Interest," and "- Conduct of Voltek's Business
After the Merger" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in the sections entitled "Summary - Certain
Effects of the Merger" and "Special Factors - Certain Effects of the Merger" of
the Proxy Statement is incorporated herein by reference.
(e) The information set forth in the sections entitled "Summary - Certain
Effects of the Merger," "Special Factors - Certain Effects of the Merger" and
"- Conduct of Voltek's Business After the Merger" of the Proxy Statement is
incorporated herein by reference.
(f) The information set forth in the sections entitled "Summary - Certain
Effects of the Merger" and "Special Factors - Certain Effects of the Merger" of
the Proxy Statement is incorporated herein by reference.
(g) The information set forth in the sections entitled "Summary - Certain
Effects of the Merger" and "Special Factors - Certain Effects of the Merger" of
the Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the section entitled "The Merger - Source
of Funds" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the sections entitled "Summary - Opinion
of Financial Advisor"; "- Conflicts of Interest"; "Special Factors - Opinion of
Financial Advisor," "- Conflicts of Interest," and "The Merger - Expenses" of
the Proxy Statement is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in the sections entitled "Summary -
Purpose of the Special Meeting," "- Opinion of Financial Advisor," "- Purpose
and Reasons of Thermedics and Thermo Electron for the Merger," "Special
Factors - Background of the Merger," "- The Special Committee's and the Board's
Recommendation," "- Opinion of Financial Advisor," and "- Purpose and Reasons
of Thermedics and Thermo Electron for the Merger" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in the sections entitled "Summary - The
Merger", "- Assumption of Voltek Stock Options by Thermedics"; "- Conflicts of
Interest"; "- Certain Effects of
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the Merger," "- Federal Income Tax Consequences", "Special Factors - Conflicts
of Interest," "- Certain Effects of the Merger," "- Conduct of Voltek's
Business After the Merger"; "The Merger - Conversion of Securities,"
"- Assumption of Voltek Stock Options by Thermedics," and "Federal Income Tax
Consequences" of the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Summary - The
Special Committee's and the Board's Recommendation," "- Position of Thermedics
and Thermo Electron as to Fairness of the Merger," "Special Factors - The
Special Committee's and the Board's Recommendation," and "- Position of
Thermedics and Thermo Electron as to Fairness of the Merger," of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in the sections entitled "Summary - The
Special Committee's and the Board's Recommendation," "- Position of Thermedics
and Thermo Electron as to Fairness of the Merger," "Special Factors - Background
of the Merger," "- The Special Committee's and the Board's Recommendation,"
"- Opinion of Financial Advisor," and "Position of Thermedics and Thermo
Electron as to Fairness of the Merger," of the Proxy Statement is incorporated
herein by reference.
(c) The information set forth in the sections entitled "Introduction",
"Summary - Vote Required and Revocation of Proxies," "The Special Meeting -
Voting Procedures," and "The Merger - Conditions" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in the sections entitled "Summary - The
Special Committee's and the Board's Recommendation," "- Opinion of Financial
Advisor," "Special Factors - Background of the Merger," "- The Special
Committee's and the Board's Recommendation," "- Opinion of Financial Advisor"
and in Appendix B to the Proxy Statement is incorporated herein by reference.
(e) The information set forth in the sections entitled "Summary - The
Special Committee's and the Board's Recommendation" and "Special Factors - The
Special Committee's and the Board's Recommendation" of the Proxy Statement is
incorporated herein by reference.
(f) None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in the sections entitled "Summary -
Opinion of Financial Advisor," "Special Factors - Background of the Merger,"
"- Opinion of Financial Advisor," and in Appendix B to the Proxy Statement is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled "Introduction",
"Summary - Vote Required and Revocation of Proxies," "- Conflicts of Interest,"
"Special Factors - Purpose and Reasons of Thermedics and Thermo Electron for the
Merger," "- Conflicts of Interest," "The Special Meeting -
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Voting Procedures," "Security Ownership of Certain Beneficial Owners and
Management" and in Appendix E to the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in Appendix E to the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
(a) The information set forth in the sections entitled "Introduction,"
"Summary - Vote Required and Revocation of Proxies," "- The Merger," "The
Special Meeting - Voting Procedures," "The Merger," and in Appendix A to the
Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in the sections entitled "Introduction,"
"Summary - Vote Required and Revocation of Proxies," "The Special Meeting -
Voting Procedures" and in Appendix D to the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in the sections entitled "Summary - The
Special Committee's and the Board's Recommendation," "- Position of Thermedics
and Thermo Electron as to Fairness of the Merger," "Special Factors - The
Special Committee's and the Board's Recommendation" and "- Position of
Thermedics and Thermo Electron as to Fairness of the Merger" of the Proxy
Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Summary - Rights
of Dissenting Stockholders", "The Special Meeting - Voting Procedures," "Rights
of Dissenting Stockholders" and in Appendix C of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the section entitled "Special Factors -
Certain Effects of the Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "Selected Quarterly
Financial Data," "Ratio of Earnings to Fixed Charges," "Selected Financial
Information," and "Consolidated Financial Statements" of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the section entitled "The Special Meeting
- - Proxy Solicitation" of the Proxy Statement is incorporated herein by
reference.
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(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The entirety of the Proxy Statement is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Opinion of HSBC Securities, Inc. dated November 24, 1998 (included
as Appendix B to the Preliminary Proxy Statement, which is filed herewith as
Exhibit 17(d)(3)).
(b)(2) Presentation dated November 24, 1998 to the Special Committee of
the Board of Directors of Thermo Voltek Corp. by HSBC Securities, Inc.
(c) Agreement and Plan of Merger dated as of November 24, 1998 among
Thermo Voltek Corp., Thermedics Inc. and TV Acquisition Corporation (included
as Appendix A to the Preliminary Proxy Statement, which is filed
herewith as Exhibit 17(d)(3)).
(d)(1) Preliminary Copy of Letter to Stockholders.
(d)(2) Preliminary Copy of Notice of Special Meeting of Stockholders.
(d)(3) Preliminary Proxy Statement.
(d)(4) Form of Proxy.
(e) Text of Section 262 of the General Corporation Law of the State of
Delaware (included as Appendix C to the Preliminary Proxy Statement, which is
filed herewith as Exhibit 17(d)(3)).
(f) Preliminary Proxy Statement (see Exhibit 17(d)(3)).
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
THERMO VOLTEK CORP.
Dated: January 19, 1999 By: /s/ Colin I.W. Baxter
----------------------------------------
Name: Colin I.W. Baxter
Title: President and Chief Operating Officer
THERMEDICS INC.
Dated: January 19, 1999 By: /s/ John T. Keiser
----------------------------------------
Name: John T. Keiser
Title: President
TV ACQUISITION CORPORATION
Dated: January 19, 1999 By: /s/ John T. Keiser
----------------------------------------
Name: John T. Keiser
Title: President
THERMO ELECTRON CORPORATION
Dated: January 19, 1999 By: /s/ Kenneth J. Apicerno
----------------------------------------
Name: Kenneth J. Apicerno
Title: Treasurer
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EXHIBIT INDEX
Exhibit Number Description
99.17(b)(1) Opinion of HSBC Securities, Inc. dated November 24, 1998
(included as Appendix B to the preliminary Proxy Statement, which is filed
herewith as Exhibit 99.17(d)(3)).
99.17(b)(2) Presentation dated November 24, 1998 to the Special
Committee of the Board of Directors of Thermo Voltek Corp. by HSBC Securities,
Inc.
99.17(c) Agreement and Plan of Merger dated as of November 24, 1998
among Thermo Voltek Corp., Thermedics Inc. and TV Acquisition Corporation
(included as Appendix A to the Preliminary Proxy Statement, which is filed
herewith as Exhibit 99.17(d)(3)).
99.17(d)(1) Preliminary Copy of Letter to Stockholders.
99.17(d)(2) Preliminary Copy of Notice of Special Meeting of
Stockholders.
99.17(d)(3) Preliminary Proxy Statement.
99.17(d)(4) Form of Proxy.
99.17(e) Text of Section 262 of the General Corporation Law of the
State of Delaware (included as Appendix C to the Preliminary Proxy Statement,
which is filed herewith as Exhibit 99.17(d)(3)).
99.17(f) Preliminary Proxy Statement (see Exhibit 99.17(d)(3)).
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