SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SPECTRA-PHYSICS, INC.
(ISSUER) (NAME OF SUBJECT COMPANY)
SPECTRA-PHYSICS ACQUISITION, INC.
(NAME OF FILING PERSON) (OFFEROR)
THERMO ELECTRON CORPORATION
(NAME OF FILING PERSON) (OFFEROR)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
CUSIP 883593 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
SETH H. HOOGASIAN, ESQ.
GENERAL COUNSEL
THERMO ELECTRON CORPORATION
81 WYMAN STREET
WALTHAM, MASSACHUSETTS 02454-9046
(781) 622-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
WITH A COPY TO:
NEIL H. ARONSON, ESQ.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 542-6000
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CALCULATION OF FILING FEE
Transaction Valuation(1): $127,633,082.50 Amount of Filing Fee(2):$25,527
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of Shares to be purchased pursuant to the Offer and (b)
the price offered per Share.
(2) The amount of the filing fee, calculated in accordance with Regulation
240.0-11 under the Securities Exchange Act of 1934, as amended, equals
1/50 of one percent of the Transaction Valuation.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/X/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: / /
SCHEDULE 13D INFORMATION
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
IRS No. 04-2209186
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 13,333,000
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
9. SOLE DISPOSITIVE POWER
13,333,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,333,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.5%
14. TYPE OF REPORTING PERSON*
CO
This Tender Offer Statement on Schedule TO relates to the offer by
Spectra-Physics Acquisition, Inc., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Thermo Electron Corporation ("Thermo Electron"), a
Delaware corporation, to purchase all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of Spectra-Physics, Inc., a Delaware
corporation (the "Company"), that Thermo Electron and its subsidiaries do not
currently own, at a purchase price of $17.50 per Share net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 16, 2001 (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit 12(a)(1), and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"), a copy of which is attached hereto as Exhibit 12(a)(2).
The information in the Offer to Purchase under the captions "Summary",
"Introduction", "Special Factors", "The Tender Offer", "Material Federal Income
Tax Consequences", "Price Range Of The Shares; Dividends", "Certain Information
Concerning The Company", "Certain Information Concerning The Purchaser And
Thermo Electron", "Source And Amount Of Funds" and "Fees And Expenses" and
Schedules I, II and III to the Offer to Purchase are incorporated herein by
reference as set forth below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Offer to Purchase captioned "Summary".
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company".
(b) See the section of the Offer to Purchase captioned
"Introduction".
(c) See the section of the Offer to Purchase captioned "Price
Range Of The Shares; Dividends".
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser And Thermo Electron" and
Schedule I to the Offer to Purchase ("Members Of The Boards Of
Directors And Executive Officers Of The Purchaser And Thermo
Electron").
(b) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser And Thermo Electron" and
Schedule I to the Offer to Purchase ("Members Of The Boards Of
Directors And Executive Officers Of The Purchaser And Thermo
Electron").
(c) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser And Thermo Electron" and
Schedule I to the Offer to Purchase ("Members Of The Boards Of
Directors And Executive Officers Of The Purchaser And Thermo
Electron").
ITEM 4. TERMS OF THE TRANSACTION.
(a) See the sections of the Offer to Purchase captioned "Summary",
"Introduction", "Special Factors - Background To The Offer And
The Merger", "Special Factors - Other Possible Purchases Of
Shares", "The Tender Offer - Terms Of The Offer; Expiration
Date", "The Tender Offer - Acceptance For Payment And Payment
For Shares", "The Tender Offer - Procedures For Accepting The
Offer And Tendering Shares", "The Tender Offer - Withdrawal
Rights" and "Material Federal Income Tax Consequences".
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) See the sections of the Offer to Purchase captioned "Special
Factors - Background To The Offer And The Merger", "Special
Factors - Conflicts Of Interest - Executive Officers And
Directors of the Company" and "Certain Information Concerning
The Purchaser And Thermo Electron - Certain Transactions"
and Schedule I
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to the Offer to Purchase ("Members Of The Boards Of Directors
And Executive Officers Of The Purchaser And Thermo Electron").
(b) See the sections of the Offer to Purchase captioned "Special
Factors - Background To The Offer And The Merger", "Special
Factors - Conduct Of Thermo Electron After The Offer And The
Merger", "Certain Information Concerning The Purchaser And
Thermo Electron - Certain Transactions" and Schedule II to the
Offer to Purchase ("Information Concerning Transactions in the
Common Stock of the Company").
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c)(1)-(7) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background To The Offer And The Merger",
"Special Factors - Reasons For The Offer And The Merger", "Special Factors -
Other Possible Purchases Of Shares", "Special Factors - Certain Effects Of The
Offer And The Merger", "Special Factors - Conduct Of Thermo Electron After The
Offer And The Merger", and "Special Factors - Conduct Of Thermo Electron If The
Offer Is Not Completed".
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) See the section of the Offer to Purchase captioned
"Source And Amount Of Funds".
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) See the section of the Offer to Purchase captioned
"Introduction" and Schedule I to the Offer to Purchase
("Members Of The Boards Of Directors And Executive Officers Of
The Purchaser And Thermo Electron").
(b) See Schedule II to the Offer to Purchase ("Information
Concerning Transactions In The Common Stock Of The Company").
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) See the sections of the Offer to Purchase captioned
"Introduction" and "Fees And Expenses".
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser and Thermo Electron
are not material to the Offer.
(b) Pro forma financial statements of the Purchaser and Thermo
Electron are not material to the Offer.
-2-
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) See the sections of the Offer to Purchase captioned
"Introduction", "The Tender Offer - Acceptance For Payment And
Payment For Shares" and "The Tender Offer - Certain Legal
Matters; Regulatory Approvals".
(a)(3) See the section of the Offer to Purchase captioned "The Tender
Offer - Certain Legal Matters; Regulatory Approvals".
(a)(4) See the sections of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger".
(a)(5) None.
(b) The information set forth in the Offer to Purchase and the
Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated November 16, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(6) Summary Advertisement as published on November 16, 2001.
(a)(7) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(8) Press Release issued by Thermo Electron on August 21, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron filed with the Commission on August 21, 2001).
(a)(9) Press Release issued by Thermo Electron on September 26, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron with the Commission on September 26, 2001).
(a)(10) Press Release issued by Thermo Electron on November 6, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron with the Commission on November 6, 2001).
(a)(11) Press Release issued by Thermo Electron on November 16, 2001.
(b) None.
(d) None.
(g) None.
(h) None.
-3-
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(d) See the section of the Offer to Purchase captioned "Price
Range Of The Shares; Dividends".
(e) Not applicable.
(f) See Schedule II to the Offer to Purchase ("Information
Concerning Transactions In The Common Stock Of the Company").
ITEM 4. TERMS OF THE TRANSACTION.
(c) None.
(d) See the section of the Offer to Purchase captioned "The
Merger; Appraisal Rights".
(e) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company".
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(c) See the sections of the Offer to Purchase captioned
"Introduction" and "Special Factors - Background To The Offer
And The Merger".
(e) See the sections of the Offer to Purchase captioned "Special
Factors - The Merger" and "Source And Amount Of Funds".
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) See the section of the Offer to Purchase captioned "Special
Factors - The Merger".
(c)(8) See the section of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger".
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (b) and (c) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background To The Offer And
The Merger", "Special Factors - Reasons For The Offer And The
Merger" and "Special Factors - Position Of Thermo Electron As
To Fairness Of The Offer And The Merger".
(d) See the sections of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger",
"Special Factors - Conduct Of Thermo Electron After The Offer
And The Merger", "Special Factors - Conduct Of Thermo Electron
If The Offer Is Not Completed", and "Material Federal Income
Tax Consequences".
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b), (c), (d), (e) and (f) See the sections of the Offer to
Purchase captioned "Special Factors - Background To The Offer And The Merger",
"Special Factors - Position Of Thermo Electron As To Fairness Of The Offer And
The Merger", "Special Factors - Summary Of JPMorgan's Analysis And Opinion",
"Special Factors - Other Possible Purchases Of Shares" and "Special Factors -
The Merger."
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a),(b) and (c) See the section of the Offer to Purchase captioned
"Special Factors - Summary Of JPMorgan's Analysis And Opinion".
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(c) See the section of the Offer to Purchase captioned "Fees And
Expenses".
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) See the section of the Offer to Purchase captioned "Special
Factors - Conflicts Of Interest".
(e) Except for the positions of the members of the Special
Committee of the Board of Directors of the Company and the
Board of Directors of Thermo Electron as set forth in the
sections of the Offer to Purchase captioned "Special Factors -
Background To The Offer And The Merger" and "Special Factors -
Position Of Thermo Electron As To Fairness Of The Offer And The
Merger", the filing persons are not aware of any officer,
director or affiliate of the Company or any person listed on
Schedule I to the Offer to Purchase who has made a
recommendation either in support of or against the Offer.
ITEM 13. FINANCIAL STATEMENTS.
(a) (1) The audited consolidated financial statements of the
Company as of and for the fiscal years ended December 31, 2000
and December 31, 1999 are incorporated herein by reference to
the Consolidated Financial Statements of the Company included
as part of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
(2) The unaudited consolidated financial statements of the Company
for the nine months ended September 30, 2001 are incorporated
herein by reference to Item 1 ("Financial Statements") of Part
I of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001.
(3) See the section of the Offer to Purchase captioned "Certain
Information Concerning the Company - Financial Information".
(b) Pro forma financial statements of the Company are not material
to the Offer.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(b) None.
ITEM 16. EXHIBITS.
(c) Opinion of J.P. Morgan Securities Inc. dated November 6, 2001.
(f) Summary of Appraisal Rights.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
SPECTRA-PHYSICS ACQUISITION, INC.
By: /s/ Theo Melas-Kyriazi
-----------------------------------------
Name: Theo Melas-Kyriazi
TITLE: PRESIDENT
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
-----------------------------------------
Name: Theo Melas-Kyriazi
TITLE: VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
Date: November 16, 2001
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
12(a)(1) Offer to Purchase dated November 16, 2001.
12(a)(2) Letter of Transmittal.
12(a)(3) Notice of Guaranteed Delivery.
12(a)(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
12(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
12(a)(6) Summary Advertisement as published on November 16, 2001.
12(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
12(a)(8) Press Release issued by Thermo Electron on August 21, 2001
(incorporated herein by reference from the Schedule TO-C
filed by Thermo Electron filed with the Commission on August
21, 2001).
12(a)(9) Press Release issued by Thermo Electron on September 26, 2001
(incorporated herein by reference from the Schedule TO-C filed
by Thermo Electron with the Commission on September 26, 2001).
12(a)(10) Press Release issued by Thermo Electron on November 6, 2001
(incorporated herein by reference from the Schedule TO-C filed
by Thermo Electron with the Commission on November 6, 2001).
12(a)(11) Press Release issued by Thermo Electron on November 16, 2001.
12(b) Not applicable
12(c) Opinion of J.P. Morgan Securities Inc. dated November 6, 2001.
12(d) Not applicable
12(e) Not applicable
12(f) Summary of Appraisal Rights (included in Exhibit 12(a) (1) in
the section captioned "The Merger; Appraisal Rights") and
Schedule III to Exhibit 12(a)(1) "Section 262 of the Delaware
General Corporation Law").
12(g) Not applicable
12(h) Not applicable