-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/tnzt8GZNODpcm22TSvSfIns+0QoPvYoMTd/VzbTfyG5NsnPvSbbCfZTgPi+hef dMW3svjPbbkCKY+lhMFB2w== 0000097745-98-000021.txt : 19980504 0000097745-98-000021.hdr.sgml : 19980504 ACCESSION NUMBER: 0000097745-98-000021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980430 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & SHARPE MANUFACTURING CO /DE/ CENTRAL INDEX KEY: 0000014637 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 050113140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-11539 FILM NUMBER: 98606559 BUSINESS ADDRESS: STREET 1: PO BOX 456 STREET 2: PRECISION PK - 200 FRENCHTOWN RD CITY: NORTH KINGSTOWN STATE: RI ZIP: 02852 BUSINESS PHONE: 4018862000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Brown & Sharpe Manufacturing Company (Name of Issuer) Class A Common Stock, par value $1.00 per share (Title of Class of Securities) 115223 10 9 (CUSIP Number) Seth H. Hoogasian, Esq. Thermo Electron Corporation General Counsel 81 Wyman Street (781) 622-1000 Waltham, MA 02254-9046 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
- ------------------------------------------------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES 743,800 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 743,800 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 10 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 743,800 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.79% - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON * CO - ------------------------------------------------------------------------------------------------------------------------
Item 1. Security and Issuer. This Schedule 13D relates to the shares of Class A Common Stock, par value $1.00 per share (the "Shares"), of Brown & Sharpe Manufacturing Company (the "Issuer"). The Issuer's principal executive offices are located at Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852. Item 2. Identity and Background. This statement is being filed by Thermo Electron Corporation (the "Reporting Person"). The Reporting Person is filing this statement pursuant to Rule 13d-1 to reflect the Reporting Person's holdings of more than 5% of the Issuer's Shares. The principal business address and principal office address of the Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02254-9046. The Reporting Person is a Delaware corporation. The Reporting Person develops, manufactures and markets analytical and monitoring instruments; biomedical products including heart-assist devices, respiratory-care equipment, and mammography systems; paper recycling and papermaking equipment; alternative-energy systems; industrial process equipment; and other specialized products. The Reporting Person also provides a range of services that include industrial outsourcing, particularly in environmental-liability management, laboratory analysis, and metallurgical processing; and conducts advanced technology research and development. Appendix A attached to this Amendment sets forth with respect to each executive officer and director of the Reporting Person his or her (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship. To the knowledge of the Reporting Person, there is no person who may be deemed to be a controlling person of the Reporting Person. During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person 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. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person has expended approximately $8,010,000 in purchasing Shares of the Issuer. These funds were paid out of the Reporting Person's working capital. Item 4. Purpose of Transaction The Reporting Person made its equity investment in the Issuer with a view towards a possible acquisition of the Issuer. The Reporting Person, through its majority-owned subsidiary Thermo Optek Corporation, made a proposal to the Issuer in March 1998 for a possible acquisition. The Issuer rejected the proposal and informed the Reporting Person that the Issuer's Board of Directors has determined that the best means for providing long-term value to its shareholders is to independently pursue its business plan rather than to sell the company. The Reporting Person remains interested in a possible acquisition at a price in excess of the current market price for the Shares. However, the Reporting Person will pursue an acquisition only with the consent of the Issuer's Board of Directors. The Reporting Person reserves the right to continue to acquire Shares or to dispose of Shares from time to time, on the open market or otherwise. Conditions relevant to any future action may include then current market and economic conditions, the Issuer's then current or prospective financial performance, the market performance of the Issuer's common stock and plans of the management of the Issuer, if any, with respect to the Issuer, including a possible sale of the company. Any acquisition of the Issuer by the Reporting Person would result in the Reporting Person obtaining control of the Issuer and the Issuer becoming a direct or indirect subsidiary of the Reporting Person. Except as set forth in this Item 4, neither the Reporting Person nor, to the Reporting Person's knowledge, any of the executive officers or directors of the Reporting Person has any current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person and such other persons do not rule out the possibility of effecting or seeking to effect any such actions in the future. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 743,800 Shares, or approximately 5.79% of the outstanding Shares. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own no Shares. (b) The Reporting Person has the sole power to vote and dispose of the Shares. (c) The Reporting Person has effected the following purchases on the open market with respect to the Shares during the past 60 days.
Date Shares Purchased Price Per Share Transfer Type 03/04/98 5,000 $ 10 Open Market Purchase 03/05/98 600 10 Open Market Purchase 03/05/98 10,200 10.25 Open Market Purchase 04/14/98 3,800 12.125 Open Market Purchase 04/14/98 1,500 12.25 Open Market Purchase 04/22/98 10,000 12.625 Open Market Purchase 04/22/98 9,500 12.5625 Open Market Purchase 04/23/98 700 12.375 Open Market Purchase 04/24/98 3,900 12.375 Open Market Purchase 04/27/98 50,800 12 Open Market Purchase 04/27/98 18,200 12.125 Open Market Purchase 04/28/98 5,800 13.625 Open Market Purchase 04/29/98 74,200 13.625 Open Market Purchase 04/29/98 10,500 13.50 Open Market Purchase
(d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Not applicable. Item 7. Material to Be Filed as Exhibits The following documents relating to the securities of the Issuer are filed herewith as exhibits. (i) Letter dated March 13, 1998 from Earl R. Lewis, President and Chief Executive Officer of Thermo Instrument Systems Inc., to Frank T. Curtin, Chairman, President and Chief Executive Officer of the Issuer. (ii) Letter dated March 20, 1998 from Frank T. Curtin, Chairman, President and Chief Executive Officer of the Issuer, to Earl R. Lewis, President and Chief Executive Officer of Thermo Instrument Systems Inc. (iii) Letter dated April 7, 1998 from Frank T. Curtin, Chairman, President and Chief Executive Officer of the Issuer, to Earl R. Lewis, President and Chief Executive Officer of Thermo Instrument Systems Inc. Signature After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: April 30, 1998 THERMO ELECTRON CORPORATION By: /s/ Sandra L. Lambert Sandra L. Lambert Secretary APPENDIX A The following individuals are executive officers or directors of Thermo Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such individuals are citizens of the United States. Unless otherwise noted, the business address of each executive officer of Thermo Electron is Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046. John M. Albertine: Director, Thermo Electron Dr. Albertine is Chairman of the Board and Chief Executive Officer of Albertine Enterprises, Inc., an economic and public policy consulting firm. His business address is Albertine Enterprises, Inc., 1156 15th Street N.W., Suite 505, Washington, DC 20005. Peter O. Crisp: Director, Thermo Electron Mr. Crisp was, until September 1997, a General Partner of Venrock Associates, a venture capital investment firm. His address is 103 Horseshoe Road, Mill Neck, New York 11765-1005. Elias P. Gyftopoulos: Director, Thermo Electron Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute of Technology. His business address is Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139. Frank Jungers: Director, Thermo Electron Mr. Jungers is a consultant on business and energy matters. His business address is 822 N.W. Murray, Suite 242, Portland, Oregon 97229. Robert A. McCabe: Director, Thermo Electron Mr. McCabe is President of Pilot Capital Corporation, a firm specializing in private investments and acquisition services. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Frank E. Morris: Director, Thermo Electron Dr. Morris served as President of the Federal Reserve Bank of Boston from 1968 until he retired in 1988. Dr. Morris also served as the Peter Drucker Professor of Management at Boston College from 1989 to 1994. His address is P.O. Box 825, 24 Sugarhouse Road, New London, New Hampshire 03257. Donald E. Noble: Director, Thermo Electron For more than 20 years, from 1959 to 1980, Mr. Noble served as the Chief Executive Officer of Rubbermaid, Incorporated, first with the title of President and then as Chairman of the Board. His business address is Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691. Hutham S. Olayan: Director, Thermo Electron Ms. Olayan is the President and a director of Olayan America Corporation, a firm engaged in advisory services and private investments, including real estate. Her business address is 505 Park Avenue, Suite 1100, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. Richard F. Syron Director, Thermo Electron Mr. Syron has served as the Chairman and Chief Executive Officer of the American Stock Exchange since 1994. Mr. Syron was President and Chief Executive Officer of the Federal Reserve Bank of Boston from 1989 to 1994. His business address is 86 Trinity Place, New York, New York 10006. Roger D. Wellington: Director, Thermo Electron Mr. Wellington is the President and Chief Executive Officer of Wellington Consultants, Inc. and of Wellington Associates, Inc., international business consulting firms. His address is P.O. Box 8186, Longboat Key, Florida 34228. George N. Hatsopoulos: Director, Chairman of the Board and Chief Executive Officer, Thermo Electron John N. Hatsopoulos: Director, President and ChiefFinancial Officer, Thermo Electron Peter G. Pantazelos: Executive Vice President, Corporate Development, Thermo Electron Arvin H. Smith: Executive Vice President, Thermo Electron William A. Rainville: Senior Vice President, Thermo Electron John W. Wood, Jr.: Senior Vice President, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer Thermo Electron Exhibit (i) [THERMO INSTRUMENT SYSTEMS INC. LETTERHEAD] March 13, 1998 Mr. Frank T. Curtin President and Chief Executive Officer Brown & Sharpe Manufacturing Company Precision Park 200 Frenchtown Road North Kingstown, RI 02852 Dear Frank: As I mentioned to you in our last meeting, we believe that a merger of Brown & Sharpe Manufacturing Company with our Thermo Optek subsidiary would be ideal. Our operations share a number of complementary strengths, and becoming a member of the Thermo Electron family of companies would significantly enhance Brown & Sharpe's business potential. Accordingly, we would like to propose a merger of Brown & Sharpe with Thermo Optek for a cash payment of $13.50 per share to your shareholders. We presently have access to the funds necessary to effect this transaction. To that end we are prepared to negotiate and enter a mutually acceptable merger agreement with Brown & Sharpe. Assuming that we agree to a merger on this basis, I am sure that we both will want to take steps to effectuate the transaction as promptly as possible. As you may know, we are already a holder of slightly less than 5% of Brown & Sharpe's Class A Common Stock, and because we believe it to be a good investment, we may acquire additional shares in open market transactions within the next month. We appreciate that, in considering our proposal, the obligation of your Board of Directors is to examine it from the standpoint of the best interest of Brown & Sharpe's shareholders as a whole. We are ready and eager to meet with you and your advisors to begin work on a merger agreement once your Board of Directors has consented to the transaction. Working together, I do not anticipate any difficulties in arranging the details and I am confident that we can develop a definitive agreement very quickly. I would very much appreciate hearing from you within the next week so that we both might discuss how best to proceed. I hope that we can complete this transaction on a mutually acceptable basis. Please do not hesitate to contact me at (508) 553-1680 at your earliest convenience. Best regards. Sincerely, /s/ Earl R. Lewis Earl R. Lewis President and Chief Executive Officer Exhibit (ii) [BROWN & SHARPE MANUFACTURING COMPANY LETTERHEAD] March 20, 1998 Via Fax Original by Mail Mr. Earl Lewis President and Chief Executive Officer Thermo Instrument Systems Inc. 8 East Forge Parkway Franklin, MA 02038 Dear Mr. Lewis: I received your letter to me dated March 13, 1998 and thank you for the interest. We are taking your proposal seriously and have called a special meeting of our Board of Directors to discuss your proposed offer the week of March 30. We will respond to you following the Board of Directors meeting. Very truly yours, Brown & Sharpe Manufacturing Company /s/ Frank T. Curtin Frank T. Curtin Chairman, President, and Chief Executive Officer FTC:ed Exhibit (iii) [BROWN & SHARPE MANUFACTURING COMPANY LETTERHEAD] April 7, 1998 Via Fax Confirmation by Federal Express Mr. Earl Lewis President and Chief Executive Officer Thermo Instrument Systems Inc. 8 East Forge Parkway Franklin, MA 02038 Dear Mr. Lewis: Brown & Sharpe's Board of Directors has discussed your letter of March 13, 1998, which proposed a merger of Brown & Sharpe with Thermo Optek. In the proposed merger, each share of Brown & Sharpe would be exchanged for $13.50 in cash. After consulting with its advisors and carefully considering your proposal, the Brown & Sharpe Board of Directors has unanimously determined that the proposal is grossly inadequate and is not in the best interests of Brown & Sharpe and its shareholders. The Board of Directors has also re-affirmed its determination that the best means for providing long-term value to Brown & Sharpe's shareholders is to independently pursue our business plan rather than to sell the Company. Consequently, we do not believe any further communication on this subject is necessary. Very truly yours, Brown & Sharpe Manufacturing Company /s/ Frank T. Curtin Frank T. Curtin Chairman, President and Chief Executive Officer FTC:ed -----END PRIVACY-ENHANCED MESSAGE-----