SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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 Power Corporation
-----------------------------------------
(Name of Issuer)
Thermo Power Corporation
TP Acquisition Corporation
Thermo Electron Corporation
-----------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, par value $.10 per share
-----------------------------------------
(Title of Class of Securities)
883589103
-----------------------------------------
(CUSIP Number of Class of Securities)
Sandra L. Lambert, Clerk
Thermo Power Corporation
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 Power Corporation
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.
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
- -------------------------------------------------------
$30,926,412 $6,186
- -------------------------------------------------------
* Solely for purposes of calculating the filing fee. Assumes purchase of
2,577,201 shares of Common Stock, par value $.10 per share, of Thermo Power
Corporation at $12.00 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: $6,186
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: Thermo Power Corporation
Date filed: June 16, 1999 and August 20, 1999
2
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 Power Corporation ("Thermo Power" or the "Company") with the
Securities and Exchange Commission (the "Commission") on August 20, 1999 of a
revised Proxy Statement on Schedule 14A (as amended, the "Proxy Statement")
in connection with a special meeting of the stockholders of Thermo Power. At
such meeting, the stockholders of Thermo Power will vote upon the approval of
an Agreement and Plan of Merger dated as of May 5, 1999 (the "Merger
Agreement") by and among Thermo Power, TP Acquisition Corporation (the
"Merger Sub") and Thermo Electron Corporation ("Thermo Electron"), pursuant
to which the Merger Sub, a wholly owned subsidiary of Thermo Electron, will
be merged with and into Thermo Power.
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 Proxy Statement which is attached
hereto as Exhibit 17(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--Purpose of the Special
Meeting;" "--Parties to the Merger"
Item 1(b)......................................... "Introduction;" "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;"
"The Merger--Covenants"
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;"
"Management;" "Certain Information Concerning the Merger Sub
and
3
Thermo Electron;" "Appendix D--Information Concerning Directors
and Executive Officers of the Company, the Merger Sub and Thermo
Electron"
Item 2(d)......................................... "Management;" "Appendix D--Information Concerning Directors
and Executive Officers of the Company, 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, the Merger Sub and Thermo Electron"
Item 3(a)(1)...................................... "Certain Transactions"
Item 3(a)(2)-3(b)................................. "Summary--The Merger;" "--The Special Committee's Recommendation;"
"--The Board's Recommendation;" "--Purpose and Reasons of Thermo
Electron for the Merger;" "Special Factors--Background of
the Merger;" "--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Purpose and Reasons of 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;" "--Effective Time of
the Merger and Payment for Shares;" "--Assumption of Thermo
Power Stock Options by Thermo Electron;" "--Conflicts of
Interest;" "--Certain Effects of the Merger;" "--Competing
Offers;" "--Conditions to the Merger, Termination and
Expenses;" "Special Factors--Conflicts of Interest;"
"--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;" "The Merger--Conversion of Securities;"
"--Deferred Compensation Plan for Directors;" "Federal Income
Tax Consequences;" "Appendix A--Agreement and Plan of Merger"
4
Item 5(a)......................................... "Special Factors--Conduct of Thermo Power's Business After the Merger"
Item 5(b)......................................... "Special Factors--Conduct of Thermo Power's Business After the Merger"
Item 5(c)......................................... "Introduction;" "Special Factors--Conflicts of Interest;" "--Conduct
of Thermo Power's Business After the Merger"
Item 5(d)......................................... "Summary--Certain Effects of the Merger;" "Special Factors--Certain
Effects of the Merger;" "The Merger--Conversion of Securities;"
"--Articles of Organization and By-laws"
Item 5(e)......................................... "Summary--Certain Effects of the Merger;" "Special Factors--Certain
Effects of the Merger;" "--Conduct of Thermo Power'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)......................................... "Summary--The Merger;" "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;" "--The Merger;"
"--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Opinion of Financial Advisor;" "--Purpose
and Reasons of Thermo Electron for the Merger;" "Special
Factors--Background of the Merger;" "--The Special Committee's
Recommendation;" "--The Board's Recommendation;""--Opinion
of Financial Advisor;" "--Purpose and Reasons of Thermo Electron
for the Merger"
5
Item 7(d)......................................... "Summary--The Merger;" "--Assumption of Thermo Power Stock Options
by Thermo Electron;" "--Conflicts of Interest;" "--Certain Effects
of the Merger;" "--Federal Income Tax Consequences;" "Special Factors--
Conflicts of Interest;" "--Certain Effects of the Merger;"
"--Conduct of Thermo Power's Business After the Merger;"
"The Merger--Conversion of Securities;" "--Assumption of Thermo Power
Stock Options by Thermo Electron;" "--Deferred Compensation Plan
for Directors;" "Federal Income Tax Consequences"
Item 8(a)......................................... "Summary--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Position of Thermo Electron as to Fairness of the
Merger;" "Special Factors--The Special Committee's Recommendation;"
"--The Board's Recommendation;" "--Position of Thermo Electron as to
Fairness of the Merger"
Item 8(b)......................................... "Summary--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Position of Thermo Electron as to Fairness of the
Merger;" "Special Factors--Background of the Merger;" "--The Special
Committee's Recommendation;" "--The Board's Recommendation;"
"--Opinion of Financial Advisor;" "--Position of Thermo Electron as
to Fairness of the Merger"
Item 8(c)......................................... "Introduction;" "Summary--Vote Required and Revocation of Proxies;"
"Special Factors--Background of the Merger;" "--The Special Committee's
Recommendation;" "The Special Meeting--Voting Procedures"
Item 8(d)......................................... "Summary--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Opinion of Financial Advisor;" "Special Factors--
Background of the Merger;" "--The Special Committee's Recommendation;"
"--The Board's Recommendation;" "--Opinion of Financial Advisor;"
"Appendix B--Opinion of Invemed Associates LLC"
Item 8(e)......................................... "Summary--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "Special Factors--The Special Committee's Recommendation;"
"--The Board's Recommendation"
6
Item 8(f)......................................... "Special Factors--Background of the Merger;" "--The Special Committee's
Recommendation;" "--Opinion of Financial Advisor;" "Conduct of Thermo Power's
Business After the Merger"
Item 9(a)-(c)..................................... "Summary--Opinion of Financial Advisor;" "Special
Factors--Background of the Merger;" "--Opinion of
Financial Advisor;" "Appendix B--Opinion of Invemed
Associates LLC"
Item 10(a)........................................ "Introduction;" "Summary--Vote Required and Revocation of Proxies;"
"--The Special Committee's Recommendation;" "--The Board's Recommendation;"
"--Conflicts of Interest;" "Special Factors--Purpose and Reasons of
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"
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,
the Merger Sub and Thermo Electron"
Item 12(b)........................................ "Summary--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Position of Thermo Electron as to Fairness of the Merger;"
"Special Factors--The Special Committee's Recommendation;" "--The Board's
Recommendation;" "--Position of Thermo Electron as to Fairness of
the Merger"
Item 13(a)........................................ "Summary--Rights of Dissenting Stockholders;" "The Special Meeting--
Voting Procedures;"
7
"Rights of Dissenting Stockholders;" "Appendix C--Text of Sections 85
through 98, inclusive, of the Massachusetts Business Corporation Law"
Item 13(b)........................................ Not applicable
Item 13(c)........................................ Not applicable
Item 14(a)........................................ "Selected Quarterly Financial Data;" "Ratio of Earnings (Loss) 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 Invemed Associates LLC dated May 4, 1999
(included as Appendix B to the Proxy Statement)
Item 17(c) ....................................... Agreement and Plan of Merger dated as of May 5, 1999 among Thermo
Power Corporation, Thermo Electron Corporation and TP Acquisition
Corporation (included as Appendix A to the Proxy Statement)
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 Sections 85 through 98, inclusive, of the Massachusetts
Business Corporation Law (included as Appendix C to the Proxy
Statement)
Item 17(f) ...................................... Preliminary Proxy Statement
8
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the sections entitled
"Introduction," "Summary--Purpose of the Special Meeting" and "--Parties to the
Merger" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the sections entitled
"Introduction," "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 sections entitled "Summary--
Market Prices of Common Stock and Dividends" and "The Merger--Covenants" of the
Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in Appendix E of 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), 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," "Management" and "Certain
Information Concerning the Merger Sub and Thermo Electron," and in Appendix D of
the Proxy Statement is incorporated herein by reference.
(d) The information set forth in the section entitled "Management," and
in Appendix D of the Proxy Statement is incorporated herein by reference.
(e) During the last five years, none of the Company, the Merger Sub or
Thermo Electron, nor (to the knowledge of each of the Company, the Merger Sub or
Thermo Electron, respectively) any executive officer or director of the Company,
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, the Merger Sub or
Thermo Electron, nor (to the knowledge of each of the Company, the Merger Sub or
Thermo Electron, respectively) any executive officer or director of the Company,
the Merger Sub or Thermo Electron, respectively, has been a party to a civil
proceeding of a judicial or administrative body
9
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 of 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," "--The Special Committee's Recommendation," "--The
Board's Recommendation," "--Purpose and Reasons of Thermo Electron for the
Merger," "Special Factors--Background of the Merger," "--The Special
Committee's Recommendation," "--The Board's Recommendation," "--Purpose and
Reasons of Thermo Electron for the Merger" and "Certain Transactions," and in
Appendix E of 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," "--Effective Time of the Merger and
Payment for Shares," "--Assumption of Thermo Power Stock Options by Thermo
Electron," "--Conflicts of Interest," "--Certain Effects of the Merger,"
"--Competing Offers," "--Conditions to the Merger, Termination and Expenses,"
"Special Factors--Conflicts of Interest," "--Certain Effects of the Merger"
and "The Merger," and in Appendix A of 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," "The Merger--
Conversion of Securities," "--Deferred Compensation Plan for Directors" and
"Federal Income Tax Consequences," and in Appendix A of 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 Thermo Power's Business After the Merger" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in the section entitled "Special Factors
- --Conduct of Thermo Power'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 Thermo Power's
Business After the Merger" of the Proxy Statement is incorporated herein by
reference.
10
(d) The information set forth in the sections entitled
"Summary--Certain Effects of the Merger," "Special Factors--Certain Effects
of the Merger," "The Merger--Conversion of Securities" and "--Articles of
Organization and By-laws" 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 Thermo Power'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 sections entitled "Summary--The
Merger" and "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," "--The Merger," "--The Special
Committee's Recommendation," "--The Board's Recommendation," "--Opinion of
Financial Advisor," "--Purpose and Reasons of Thermo Electron for the
Merger," "Special Factors--Background of the Merger," "--The Special
Committee's Recommendation," "--The Board's Recommendation," "--Opinion of
Financial Advisor" and "--Purpose and Reasons of 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 Thermo Power Stock Options by Thermo Electron,"
"--Conflicts of Interest," "--Certain Effects of the Merger," "--Federal
Income Tax Consequences," "Special Factors--Conflicts of Interest,"
"--Certain Effects of the Merger," "--Conduct of Thermo Power's Business
After the Merger," "The Merger--Conversion of Securities," "--Assumption of
Thermo Power Stock Options by Thermo Electron," "--Deferred Compensation
Plan for
11
Directors" 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 Recommendation," "--The Board's Recommendation,"
"--Position of Thermo Electron as to Fairness of the Merger," "Special
Factors--The Special Committee's Recommendation," "--The Board's
Recommendation" and "--Position of 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 Recommendation," "--The Board's Recommendation,"
"--Position of Thermo Electron as to Fairness of the Merger," "Special
Factors--Background of the Merger," "--The Special Committee's
Recommendation," "--The Board's Recommendation," "--Opinion of Financial
Advisor" and "--Position of 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," "Special
Factors--Background of the Merger," "--The Special Committee's
Recommendation" and "The Special Meeting--Voting Procedures" of the Proxy
Statement is incorporated herein by reference.
(d) The information set forth in the sections entitled "Summary--The
Special Committee's Recommendation," "--The Board's Recommendation,"
"--Opinion of Financial Advisor," "Special Factors--Background of the
Merger," "--The Special Committee's Recommendation," "--The Board's
Recommendation" and "--Opinion of Financial Advisor," and in Appendix B of
the Proxy Statement is incorporated herein by reference.
(e) The information set forth in the sections entitled "Summary--The
Special Committee's Recommendation," "--The Board's Recommendation," "Special
Factors--The Special Committee's Recommendation" and "--The Board's
Recommendation" of the Proxy Statement is incorporated herein by reference.
(f) The information set forth in the sections entitled "Special
Factors--Background of the Merger," "--The Special Committee's
Recommendation," "--Opinion of Financial Advisor" and "--Conduct of Thermo
Power's Business After the Merger" of the Proxy Statement is incorporated
herein by reference.
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" and
"--Opinion of Financial Advisor," and in Appendix B of the Proxy Statement is
incorporated herein by reference.
12
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," "--The
Special Committee's Recommendation," "--The Board's Recommendation,"
"--Conflicts of Interest," "Special Factors--Purpose and Reasons of Thermo
Electron for the Merger," "--Conflicts of Interest," "The Special
Meeting--Voting Procedures" and "Security Ownership of Certain Beneficial
Owners and Management," and in Appendix E of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in Appendix E of the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the sections entitled "Introduction,"
"Summary--Vote Required and Revocation of Proxies," "--The Merger," "The
Special Meeting--Voting Procedures" and "The Merger," and in Appendix A of 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" and "The Special Meeting--
Voting Procedures," and in Appendix D of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in the sections entitled "Summary--The
Special Committee's Recommendation," "--The Board's Recommendation,"
"--Position of Thermo Electron as to Fairness of the Merger," "Special
Factors--The Special Committee's Recommendation," "--The Board's
Recommendation" and "--Position of 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" and "Rights of Dissenting Stockholders," and in Appendix C of the
Proxy Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
13
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "Selected
Quarterly Financial Data," "Ratio of Earnings (Loss) 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.
(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) Opinion of Invemed Associates LLC dated May 4, 1999 (included as
Appendix B to the preliminary Proxy Statement, which is filed herewith as
Exhibit 17(d)(3)).
(c) Agreement and Plan of Merger dated as of May 5, 1999 among Thermo
Power Corporation, Thermo Electron Corporation and TP 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 Sections 85 through 98, inclusive, of the Massachusetts
Business Corporation Law (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)).
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 POWER CORPORATION
Dated: August 19, 1999 By: /s/ J. TIMOTHY CORCORAN
--------------------------------------------
Name: J. Timothy Corcoran
Title: President and Chief Executive Officer
THERMO ELECTRON CORPORATION
Dated: August 19, 1999 By: /s/ THEO MELAS-KYRIAZI
--------------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President
TP ACQUISITION CORPORATION
Dated: August 19, 1999 By: /s/ BRIAN D. HOLT
--------------------------------------------
Name: Brian D. Holt
Title: President
15
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
99.17 (b) Opinion of Invemed Associates LLC dated May 4, 1999 (included
as Appendix B to the preliminary Proxy Statement, which is
filed herewith as Exhibit 99.17(d)(3)).
99.17 (c) Agreement and Plan of Merger dated as of May 5, 1999 among
Thermo Power Corporation, Thermo Electron Corporation and TP
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 Sections 85 through 98, inclusive, of the
Massachusetts Business Corporation Law (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)).
16