1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- AMENDMENT NO. 2 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. 2 Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. / / 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.: Proxy Statement on Schedule 14A Filing party: Thermo Voltek Corp. Dates filed: December 3, 1998, January 19, 1999 and February 12, 1999 2 3 This Amendment No. 2 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 February 12, 1999 of a definitive 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" 3 4 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" 4 5 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 5 6 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" 6 7 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)(1).......................Opinion of HSBC Securities, Inc. dated November 24, 1998 (included as Appendix B to the Proxy Statement) Item 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. Item 17(b)(3).......................Presentation dated September 15, 1998 to the Special Committee of the Board of Directors of Thermo Voltek Corp. by HSBC Securities, Inc. 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) 7 8 Item 17(d)(1) ......................Copy of Letter to Stockholders Item 17(d)(2) ......................Copy of Notice of Special Meeting of Stockholders Item 17(d)(3) ......................Definitive 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 Proxy Statement) Item 17(f) .........................Definitive 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. 8 9 (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. 9 10 (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 10 11 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 - 11 12 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. 12 13 (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 Definitive 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. (b)(3) Presentation dated September 15, 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 Definitive Proxy Statement, which is filed herewith as Exhibit 17(d)(3)). (d)(1) Copy of Letter to Stockholders. (d)(2) Copy of Notice of Special Meeting of Stockholders. (d)(3) Definitive 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 Definitive Proxy Statement, which is filed herewith as Exhibit 17(d)(3)). (f) Definitive Proxy Statement (see Exhibit 17(d)(3)). - --------- * Previously filed. 13 14 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: February 12, 1999 By: /s/ Colin I.W. Baxter -------------------------------------------- Name: Colin I.W. Baxter Title: President and Chief Operating Officer THERMEDICS INC. Dated: February 12, 1999 By: /s/ John T. Keiser -------------------------------------------- Name: John T. Keiser Title: President TV ACQUISITION CORPORATION Dated: February 12, 1999 By: /s/ John T. Keiser -------------------------------------------- Name: John T. Keiser Title: President THERMO ELECTRON CORPORATION Dated: February 12, 1999 By: /s/ Kenneth J. Apicerno -------------------------------------------- Name: Kenneth J. Apicerno Title: Treasurer 14 15 EXHIBIT INDEX Exhibit Number Description 99.17(b)(1) Opinion of HSBC Securities, Inc. dated November 24, 1998 (included as Appendix B to the Definitive 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(b)(3) Presentation dated September 15, 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 Definitive Proxy Statement, which is filed herewith as Exhibit 99.17(d)(3)). 99.17(d)(1) Copy of Letter to Stockholders. 99.17(d)(2) Copy of Notice of Special Meeting of Stockholders. 99.17(d)(3) Definitive 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 Definitive Proxy Statement, which is filed herewith as Exhibit 99.17(d)(3)). 99.17(f) Definitive Proxy Statement (see Exhibit 99.17(d)(3)). - --------- * Previously filed. 15