0000950123-95-002375.txt : 19950818 0000950123-95-002375.hdr.sgml : 19950818 ACCESSION NUMBER: 0000950123-95-002375 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950817 SROS: NYSE GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERKIN ELMER CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34889 FILM NUMBER: 95564862 BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMENDMENT NO. 11 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* THE PERKIN-ELMER CORPORATION _________________________________________________________ (Name of Issuer) Common Stock, $1.00 Par Value ________________________________________________________________ (Title of Class of Securities) 714041-10-0 _____________________________ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 1995 _______________________________________ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosure provided in a prior cover page. The information required on 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 ("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). Continued on following page(s) Page 1 of 16 Pages Exhibit Index: Page 11 2 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 2 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* AF, PF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 542,381 Shares Beneficially 8 Shared Voting Power Owned By 3,173,831 Each Reporting 9 Sole Dispositive Power Person 542,381 With 10 Shared Dispositive Power 3,173,831 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,716,212 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 8.89% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 3 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM INDUSTRIAL PARTNERS LDC 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 Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.87% 14 Type of Reporting Person* IC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 4 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.87% 14 Type of Reporting Person* IA; PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 5 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,035,775 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 4.87% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D CUSIP NO. 714041-10-0 PAGE 6 OF 16 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PURNENDU CHATTERJEE 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* AF, PF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization UNITED STATES 7 Sole Voting Power Number of 393,136 Shares Beneficially 8 Shared Voting Power Owned By 2,035,775 Each Reporting 9 Sole Dispositive Power Person 393,136 With 10 Shared Dispositive Power 2,035,775 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,428,911 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 This Amendment No. 11 to Schedule 13D relates to shares of Common Stock, $1.00 par value (the "Shares"), of The Perkin-Elmer Corporation (the "Issuer") and further amends the initial statement on Schedule 13D filed on January 7, 1991 and all amendments thereto (the "Initial Statement"). This Amendment No. 11 also serves as Amendment No. 2 with respect to Quantum Industrial Partners LDC, QIH Management Investor, L.P. and QIH Management, Inc. This Amendment No. 11 is being filed by the Reporting Persons (as defined below) to report the transmittal of a letter from a representative of the Reporting Persons to the Issuer regarding the Issuer's business. Reference is made to the Initial Statement as amended for certain terms used herein and not otherwise defined herein. The Initial Statement is hereby supplementally amended as follows: ITEM 2. IDENTITY AND BACKGROUND. Updated information concerning the identity of the Managing Directors of SFM is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. ITEM 4. PURPOSE OF TRANSACTION. On August 15, 1995, Dr. Chatterjee delivered to the Issuer and each member of its Board of Directors a letter, a copy of which is filed as Exhibit J hereto and incorporated herein by reference, which expresses the belief of the Reporting Persons that shareholder value in the Issuer would be greatly enhanced if the Issuer were to split into two separate operations -- one focused on the Issuer's Life Science business and the other on its Analytical Instruments business. This letter requests the Board of Directors to consider this proposal as a matter of urgency in conjunction with the Issuer's imminent selection of a new Chief Executive Officer. In connection with the foregoing, Dr. Chatterjee intends to pursue further discussions with the Board of Directors and may send this letter to a number of institutional shareholders of the Issuer in order to elicit their views and opinions in respect of the matters raised therein. As of the date hereof, there exist no agreements or understandings between the Reporting Persons and any other persons or entities which would cause such persons and entities to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Although the foregoing reflects the Reporting Persons' current intentions, the Reporting Persons reserve the right to take any other action with respect to their Shares. Except as set forth above, none of the Reporting Persons has any present plans or intentions which would result in or relate to any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (j) Form of Letter dated August 15, 1995 from Purnendu Chatterjee to the Perkin-Elmer Corporation and each member of its Board of Directors. 8 Page 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 17, 1995 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Gary S. Gladstein ------------------------------- Gary S. Gladstein Attorney-in-Fact Date: August 17, 1995 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. General Partner By: /s/ Gary S. Gladstein ------------------------- Gary S. Gladstein President Date: August 17, 1995 QIH MANAGEMENT, INC. By: /s/ Gary S. Gladstein -------------------------------- Gary S. Gladstein President Date: August 17, 1995 GEORGE SOROS By: /s/ Gary S. Gladstein -------------------------------- Gary S. Gladstein Attorney-in-Fact Date: August 17, 1995 PURNENDU CHATTERJEE By: /s/ Peter Hurwitz ------------------------------- Peter Hurwitz Attorney-in-Fact 9 Page 9 ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Arminio Fraga Gary Gladstein Robert K. Jermain Donald H. Krueger Elizabeth Larson Jay Misra Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. 10 Page 10 INDEX OF EXHIBITS EXHIBIT PAGE ------- ---- J Form of Letter dated August 15, 1995 from Purnendu Chatterjee 11 to the Perkin-Elmer Corporation and each member of its Board of Directors. EX-99.J 2 LETTER FROM PURNENDU CHATTERJEE TO PERKIN-ELMER 1 Exhibit J Form of Letter August 15, 1995 [Name] The Perkin-Elmer Corporation 761 Main Avenue Norwalk, CT 06859-0001 Dear [Name]: We are long-standing shareholders of Perkin-Elmer stock, and are deeply frustrated by the stock's poor performance, particularly in light of the company's business potential and the vibrant equity markets which have left Perkin-Elmer behind. We have studied the company carefully and believe strongly in the spin-off strategy to build shareholder value which is described in this letter. By sharing our thoughts directly with you, we hope that we might work together constructively to help Perkin-Elmer achieve its full potential. We have entered an era in which members of Boards, who represent the interests of the shareholders, can no longer ignore the persistent message of the markets. In this spirit, we ask that you consider our ideas and give us an opportunity to explain them to you directly at your meeting this week. Urgency stems from the forthcoming management succession and the impact of your CEO selection on the success of any new strategy. We believe that it is now the Board's responsibility to determine the strategic direction that Perkin-Elmer will take, and that this should be finalized before naming a new CEO. In particular, several of the options the Board must consider would require hiring two, not one, chief executives, to manage two very different businesses. We strongly believe, given our Company's position and markets, that the dominant strategy for delivering shareholder value is to split into two separate operations - one focused on Life Science, one on Analytical Instruments. This would allow each operation individually to maximize its opportunities in the capital markets. P-E Life Sciences would trade at a premium P/E to its growth rate, and its stock become an inexpensive currency to use for appropriate acquisitions, and thus accelerate its growth further. P-E AI could also use a different capital 2 structure, appropriate to its strategy of total business productivity improvement and leading the industry's consolidation. STOCK PERFORMANCE Over the last 10 years, while the S&P 500 has returned over 15% annually, Perkin-Elmer stock has returned only 4.6% per year, just barely over the rate of inflation. Recent under-performance against a group of competitors is even more dramatic:
TOTAL RETURN ANNUAL RETURN ------------------------- -------------------------- 2 yrs 5 yrs 7 yrs 2 yrs 5 yrs 7 yrs ----- ----- ----- ----- ----- ----- Thermo Instruments 43% 340% 542% 19.4% 34.4% 30.4% Hewlett-Packard 122% 283% 232% 48.9% 30.8% 18.7% S&P Electronic Instruments 105% 251% 212% 43.0% 28.5% 17.6% Varian Associates 113% 245% 305% 46.0% 28.1% 22.1% Dionex 48% 126% 69% 21.7% 17.8% 7.8% S&P 500 33% 83% 157% 15.1% 12.9% 14.4% Perkin-Elmer 8% 70% 78% 3.9% 11.2% 8.6%
Over the years, Perkin-Elmer has endured frequent restructurings, but these actions missed the core issue: Perkin-Elmer needed a substantial, fundamental change in its productivity levels, and a performance-driven management culture. We share Mr. Gaynor Kelly's view that Perkin-Elmer's Analytical Instruments business should earn operating margins of at least 10%, and Life Sciences in excess of 15%. The failure to deliver these results, after years of promises, makes it imperative to act decisively now, before a new CEO is hired. ANALYTICAL INSTRUMENTS The instruments business is mature, with slow growth and few opportunities for profitable internal investment. As the market leader in several sectors, AI should also be the leader in profitability. A successful strategy for managing an industry's post-growth phase is not difficult to lay out: . Improve sales and service productivity . Reduce R&D and capital expenditures . Maximize cash flow and minimize capital costs . "Eat or be eaten" 3 The last point is key. A mature industry will consolidate. Either lead the charge, or be prepared for the stampede. For example, look at Thermo Instrument's recent acquisition activity:
DATE SELLER DESCRIPTION PRICE ---- ------------------------ ------------------------------------------- ------- pending Fisons Scientific Instruments Division $320MM 5/95 Gould Instrument Systems oscilloscopes & data acquisition instruments $25MM 1/95 Imo Industries Baird Analytical Division $12.3MM 9/94 IRT Corp. X-ray inspection systems $7.3MM 3/94 Baker Hughes EnviroTech Measurements & Controls $90MM 1994 various $11MM 2/93 Spectra-Physics Analytical liquid chromatography & cap. electrophoresis $67MM anal. instruments 1993 various $36MM 8/92 Nicolet Instruments analytical test & biomedical instruments $179MM 5/92 Gas Tech worker safety instruments; gas detection $28MM & monitoring systems 5/90 Finnigan industrial & scientific instruments $110MM 1/90 Thermo Environmental testing, nuclear health physics, 4,662,000 shares environmental services (approx. $75MM) 4/89 Milton Roy LDC Analytical (liquid chromatography) $21MM 4/89 Andrews & Clark infrastructure engineering services $2.2MM 4/89 N.H. Bettigole infrastructure engineering services $2.1MM 1988 Xetex; Reactor Experiments nuclear radiation monitoring $2.5MM
"Eat or be eaten". Over the last 7 years, Thermo Instruments has had a total return almost 7X that of Perkin-Elmer's; their 1994 operating margin was 14.8%. Thermo Instruments' management, and their Board, have focused on maximizing the returns to their shareholders. They have been strategically proactive, and they have been successful. Responding to earnings pressures by disposing of $200 million+ of unprofitable product lines is not an optimal solution. Even a strategic buyer, could one be found, would not value these mediocre revenues very highly. The minimal capital that such sales would free up, and the marginal costs they would eliminate, will add little value to the business. The result would be a smaller revenue base and lower employee morale, with no significant cash gain; a process that would be repeated a year or two later when operations remained dismal. Instead, admit that reversing AI's low profitability demands massive structural changes, not surgical removal of a few weak products. The key to being the successful #1 competitor is to consolidate the industry's revenue base while maintaining, or increasing, margins. This requires the discipline to absorb other operations while cutting costs and improving productivity, while minimizing capital costs by judicious positioning in the capital markets. Before AI can lead consolidation, it has to improve sales and service productivity, and be restructured to minimize capital costs. An acceptable target would be 10% operating margins, although management should aim-and could produce-even higher, as Thermo Electron has. 4 LIFE SCIENCES Perkin-Elmer's acquisition of Applied Biosystems gave it a significantly dominant position in a high-growth industry that requires ongoing long-term investments in R&D. With its strong PCR patents, this business is unlikely to be jeopardized. Aggressively run, Life Sciences will remain on the technological leading edge, returning 15%+ operating margins and growing at least as fast as the industry's 15-20%+. Over time, recurring revenues from high-margin reagents and other consumables - presently about 40-50% of sales - will add stability and margin expansion to Life Sciences' total revenues. With earnings growth exceeding revenue growth, Life Sciences stock on its own would command a multiple higher than its secular earnings growth rate. RECOMMENDATION There are few advantages to keeping these two disparate businesses together under one corporate roof. One requires thoughtful cost-cutting and strategic industry consolidation; the other aggressive growth and well-managed investment. There are only minor cost-savings from joint use of offices (not an insurmountable issue - note that AT&T and the Baby Bells are still sharing facilities), but the conflicting demands are a management distraction. We suggest spinning off the Life Sciences business, tax-free, to shareholders, and recapitalizing the Analytical Instruments business. BENEFITS . Segmenting the capital markets allows each company to pursue its appropriate strategy at the lowest possible cost- of-capital. . Demand for each company's shares will increase and the price will rise. Value will be created. WHY SEGMENT THE CAPITAL MARKETS? . As a stand-alone operation unburdened by the low-growth concerns clouding AI, Life Sciences can present itself to the markets as the strongest participant in a high-growth industry. Increasing reagent sales will reduce earnings volatility and improve revenue visibility, while providing margin expansion. This results in steady growth higher than the industry's, earning Life Sciences' stock a multiple higher than the industry's growth rate. This high-multiple stock would be a low-cost currency for the company to use for acquisitions and attracting management talent, actions that will reinforce the company's above-industry growth. 5 . Because it participates in a low-growth industry, AI needs cash flow both for acquisitions and to return to shareholders. As an independent entity unburdened by the needs of cash-guzzling Life Sciences, AI can approach the markets to replace 30-50% of its expensive equity capital with less expensive debt. The short-term burden of increased fixed charges provides immediate encouragement for management to maximize internal efficiency and productivity and focus critically on improving cash flow. When operations have improved, AI's cash flow will be strongly positive and its earnings spread over a smaller equity base. With cash, AI can acquire other business that leverage its distribution system, and be proactive in consolidating the industry. Over time, its role as industry leader with significant share and cash-generating, profitable operations is reinforced. WHY WOULD DEMAND FOR SHARES INCREASE? . IMPROVED WALL STREET COVERAGE. Perkin-Elmer is presently under-followed by Wall Street sell-side analysts, because with two unrelated businesses it does not fit into their industry specialties. On the other hand, there are many analysts who specialize in instruments, or in medical technology, and they will initiate coverage, write reports, and make recommendations soon after Perkin-Elmer begins trading as two companies. This will increase demand for each company's shares. . BUY-SIDE SEGMENTATION. "Growth investors with an interest in the life sciences are discouraged by the mature and slow-growing instruments business, while "value" investors are hesitant to invest in emerging and high-priced technologies. By splitting, each stock is able to interest a greater number of investors, increasing market demand. WHEN WILL VALUE BE CREATED? . SHORT-TERM VALUATION. A split will result in some immediate valuation improvement as investors "discount to the present" the improved future prospects of the two companies. With each newly independent operation having found its lowest-cost position in the capital markets, and with appropriate analysts and investors focused on the particular businesses that interest them, and with managements that are single-mindedly committed to the success of a more homogenous business, the earnings and growth potential for each operation is greater than it was when they were entwined. Value is created the moment a split is announced. In fact, Perkin-Elmer stock has recently risen from 29 to 33, just on the market's assumption that "something is happening". 6 . LONG-TERM VALUATION. Especially exciting is the increased earnings prospects, and commensurate market valuations, of the independent businesses over time. Here, the impact of the segmented capital markets roles is greatest. Over time, Life Sciences would be able to maintain its above-industry growth rate for a little bit longer, its high-multiple stock facilitating a number of strategic and niche-filling acquisitions. Likewise, AI's role as industry consolidator wouldn't waver, because each purchase would be brought quickly into the organization, its costs reduced, and cash flow would emerge even higher. Over the perspective of three or more years, each operation would grow more than it could have under the joint Perkin-Elmer roof; each operation would have lower capital costs to finance its investments, and each business would be supported by an investment community that is focused and committed. Perkin-Elmer is at a critical junction. The appointment of a CEO, and the strategic decision about the company's best financial and operational structure, must not be made in isolation. As shareholders, we have been patient but we have not been rewarded. The Board must not allow this great opportunity to pass. We ask you to hear us, to represent us, and to do what is best for all shareholders of Perkin-Elmer. Sincerely, Purnendu Chatterjee