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)
ThermoSpectra Corporation
(Name of Issuer)
ThermoSpectra Corporation
TS Acquisition Corporation
Thermo Instrument Systems Inc.
Thermo Electron Corporation
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
883660 10 2
(CUSIP Number of Class of Securities)
Sandra L. Lambert, Clerk
ThermoSpectra 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
ThermoSpectra 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
- -------------------------------------------------------------------------------
$19,387,936 $3,878
- -------------------------------------------------------------------------------
* Solely for purposes of calculating the filing fee. Assumes purchase of
1,211,746 shares of Common Stock, par value $.01 per share, of ThermoSpectra
Corporation at $16.00 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: $3,878
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: ThermoSpectra Corporation
Date filed: July 13, 1999 and September 7, 1999
2
This Rule 13e-3 Transaction Statement (as so amended, the
"Statement") is being filed in connection with the filing by ThermoSpectra
Corporation ("ThermoSpectra" or the "Company") with the Securities and
Exchange Commission (the "Commission") on September 7, 1999 of a revised
Proxy Statement on Schedule 14A (as amended, the "Proxy Statement") in
connection with a special meeting of the stockholders of ThermoSpectra. At
such meeting, the stockholders of ThermoSpectra will vote upon the approval
of an Agreement and Plan of Merger dated as of May 21, 1999 (the "Merger
Agreement") by and among Thermo Instrument Systems Inc. ("Thermo
Instrument"), TS Acquisition Corporation (the "Merger Sub") and
ThermoSpectra, pursuant to which the Merger Sub, a wholly owned subsidiary of
Thermo Instrument, will be merged with and into ThermoSpectra.
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 that 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, Thermo
3
Instrument and Thermo Electron;" "Appendix D -
Information Concerning Directors and Executive
Officers of the Company, Thermo Instrument, the
Merger Sub and Thermo Electron"
Item 2(d)..................."Management;" "Appendix D - Information Concerning
Directors and Executive Officers of the Company,
Thermo Instrument, 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, Thermo
Instrument, 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
and the Board's Recommendation;" "- Purpose and
Reasons of Thermo Instrument 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 Thermo
Instrument 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;" "- Effective
Time of the Merger and Payment for Shares;"
"- Assumption of ThermoSpectra Stock Options by
Thermo Instrument;" "- Conflicts of Interest;"
"- Certain Effects of the Merger;" "- 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
4
Compensation Plan for Directors;" "Federal Income
Tax Consequences;" "Appendix A - Agreement and Plan
of Merger"
Item 5(a)..................."Special Factors - Conduct of ThermoSpectra's
Business After the Merger"
Item 5(b)..................."Special Factors - Conduct of ThermoSpectra's
Business After the Merger"
Item 5(c)..................."Introduction;" "Special Factors - Conflicts of
Interest;" " - Conduct of ThermoSpectra'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"
Item 5(e)..................."Summary - Certain Effects of the Merger;" "Special
Factors - Certain Effects of the Merger;" "- Conduct
of ThermoSpectra'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 - The Merger;" "- The Special Committee's
and the Board's Recommendation;" "- Opinion of
Financial Advisor;" "- Purpose and Reasons of Thermo
Instrument and Thermo Electron for the Merger;"
"Special Factors -
5
Background of the Merger;" "- The Special
Committee's and the Board's Recommendation;"
"- Opinion of Financial Advisor;" " - Purpose and
Reasons of Thermo Instrument and Thermo Electron for
the Merger"
Item 7(d)..................."Summary - The Merger;" "- Assumption of
ThermoSpectra Stock Options by Thermo Instrument;"
"- Conflicts of Interest;" "- Certain Effects of the
Merger;" "- Federal Income Tax Consequences;"
"Special Factors - Conflicts of Interest;"
"- Certain Effects of the Merger;" "- Conduct of
ThermoSpectra's Business After the Merger;" "The
Merger - Conversion of Securities;" "- Assumption of
ThermoSpectra Stock Options by the Thermo
Instrument;" "- Deferred Compensation Plan for
Directors;" "Federal Income Tax Consequences"
Item 8(a)..................."Summary - The Special Committee's and the Board's
Recommendation;" " - Position of Thermo Instrument
and Thermo Electron as to Fairness of the Merger;"
"Special Factors - The Special Committee's and the
Board's Recommendation;" "- Position of Thermo
Instrument and Thermo Electron as to Fairness of the
Merger"
Item 8(b)..................."Summary - The Special Committee's and the Board's
Recommendation;" "- Opinion of Financial Advisor;"
" - Position of Thermo Instrument 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
Thermo Instrument 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"
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
6
Advisor;" "Appendix B - Opinion of Tucker Anthony
Cleary Gull"
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)...................Not applicable
Item 9(a) - (c)............."Summary - Opinion of Financial Advisor;" "Special
Factors - Background of the Merger;" "- Opinion of
Financial Advisor;" "Appendix B - Opinion of Tucker
Anthony Cleary Gull"
Item 10(a).................."Introduction;" "Summary - Vote Required and
Revocation of Proxies;" "- The Special Committee's
and the Board's Recommendation;" "- Conflicts of
Interest;" "Special Factors - Purpose and Reasons of
Thermo Instrument 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"
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, Thermo Instrument, the Merger Sub and
Thermo Electron"
Item 12(b).................."Summary - The Special Committee's and the Board's
Recommendation;" "- Position of Thermo
7
Instrument and Thermo Electron as to Fairness of the
Merger;" "Special Factors - The Special Committee's
and the Board's Recommendation;" "- Position of
Thermo Instrument 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 - Text of
Section 262 of the General Corporation Law of the
State of Delaware"
Item 13(b)..................Not applicable
Item 13(c)..................Not applicable
Item 14(a).................."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 Tucker Anthony Cleary Gull dated May 21,
1999 (included as Appendix B to the Proxy Statement)
Item 17(b)(2)...............Presentation dated May 20, 1999 to the Special
Committee of the Board of Directors of
ThermoSpectra Corporation by Tucker Anthony Cleary
Gull
Item 17(c)..................Agreement and Plan of Merger dated as of May 21,
1999 by and among Thermo Instrument Systems Inc., TS
Acquisition Corporation and ThermoSpectra
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
8
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)..................Preliminary Proxy Statement
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 sections 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, Thermo Instrument 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, Thermo Instrument 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.
9
(e) During the last five years, none of the Company, the Merger Sub,
Thermo Instrument or Thermo Electron, nor (to the knowledge of each of the
Company, the Merger Sub, Thermo Instrument or Thermo Electron, respectively) any
executive officer or director of the Company, the Merger Sub, Thermo Instrument
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,
Thermo Instrument or Thermo Electron, nor (to the knowledge of each of the
Company, the Merger Sub, Thermo Instrument or Thermo Electron, respectively) any
executive officer or director of the Company, the Merger Sub, Thermo Instrument
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 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 and the Board's
Recommendation," "- Purpose and Reasons of Thermo Instrument 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 Thermo
Instrument and 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 ThermoSpectra Stock Options by Thermo Instrument," "- Conflicts
of Interest," "- Certain Effects of the Merger," "- 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 Appendix A of the Proxy Statement is
incorporated herein by reference.
10
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) The information set forth in the section entitled "Special
Factors - Conduct of ThermoSpectra'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 ThermoSpectra'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 ThermoSpectra'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," "Special Factors - Certain Effects of the
Merger," and "The Merger - Conversion of Securities" 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 ThermoSpectra'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.
11
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in the sections entitled
"Summary -The Merger," "- The Special Committee's and the Board's
Recommendation;" "- Opinion of Financial Advisor," "- Purpose and Reasons of
Thermo Instrument 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 Thermo Instrument 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 ThermoSpectra Stock Options by Thermo
Instrument," "- Conflicts of Interest," "- Certain Effects of the Merger,"
"- Federal Income Tax Consequences," "Special Factors - Conflicts of Interest,"
"- Certain Effects of the Merger," "- Conduct of ThermoSpectra's Business
After the Merger," "The Merger - Conversion of Securities," "- Assumption of
ThermoSpectra Stock Options by the Thermo Instrument," "- Deferred
Compensation Plan for 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 and the Board's Recommendation," "- Position of Thermo
Instrument and Thermo Electron as to Fairness of the Merger," "Special Factors -
The Special Committee's and the Board's Recommendation" and "- Position of
Thermo Instrument 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," "- Opinion of Financial
Advisor," "- Position of Thermo Instrument 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 Thermo Instrument 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" 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 and the Board's Recommendation," "- Opinion of Financial
Advisor," "Special Factors - Background of the Merger," "- The Special
Committee's and 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 and the Board's Recommendation" and "Special Factors - The
Special
12
Committee's and the Board's Recommendation" of the Proxy Statement is
incorporated herein by reference.
(f) Not applicable.
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.
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
and the Board's Recommendation," "- Conflicts of Interest," "Special Factors -
Purpose and Reasons of Thermo Instrument and 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 and the Board's Recommendation," "- Position of Thermo
Instrument and Thermo Electron as to Fairness of the Merger," "Special Factors -
The Special Committee's and the Board's Recommendation" and "- Position of
Thermo Instrument and Thermo Electron as to Fairness of the Merger" of the Proxy
Statement is incorporated herein by reference.
13
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.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "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)(1) Opinion of Tucker Anthony Cleary Gull dated May 21, 1999
(included as Appendix B to the preliminary Proxy Statement, which is filed
herewith as Exhibit (d)(3)).
(b)(2) Presentation dated May 20, 1999 to the Special Committee of
the Board of Directors of ThermoSpectra Corporation by Tucker
Anthony Cleary Gull.
(c) Agreement and Plan of Merger dated as of May 21, 1999 by and among
Thermo Instrument Systems Inc., TS Acquisition Corporation and ThermoSpectra
Corporation, (included as Appendix A to the preliminary Proxy Statement, which
is filed herewith as Exhibit (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.
14
(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 (d)(3)).
(f) Preliminary Proxy Statement (see Exhibit (d)(3)).
15
SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
THERMOSPECTRA CORPORATION
Dated: September 3, 1999 By: /s/ Barry S. Howe
-------------------------------------------
Name: Barry S. Howe
Title: President and Chief Executive Officer
TS ACQUISITION CORPORATION
Dated: September 3, 1999 By: /s/ Earl R. Lewis
-------------------------------------------
Name: Earl R. Lewis
Title: President
THERMO INSTRUMENT SYSTEMS INC.
Dated: September 3, 1999 By: /s/ Earl R. Lewis
-------------------------------------------
Name: Earl R. Lewis
Title: President and Chief Executive Officer
THERMO ELECTRON CORPORATION
Dated: September 3, 1999 By: /s/ Kenneth J. Apicerno
-------------------------------------------
Name: Kenneth J. Apicerno
Title: Treasurer
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.17(b)(1) Opinion of Tucker Anthony Cleary Gull dated May
21, 1999 (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 May 20, 1999 to the Special
Committee of the Board of Directors of ThermoSpectra
Corporation by Tucker Anthony Cleary Gull.
99.17(c) Agreement and Plan of Merger dated as of May 21,
1999 by and among Thermo Instrument Systems Inc., TS
Acquisition Corporation and ThermoSpectra
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)).