-----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, L9crZJ6BMDqACmbLWLu3Pfn3EHGeN8l0jPjLipK7MqSQZ6zVwpcZdqZvClROvI7G 5Xb5WyFNNNvSQo8qsCOTMg== 0000950135-02-005721.txt : 20021227 0000950135-02-005721.hdr.sgml : 20021227 20021226211432 ACCESSION NUMBER: 0000950135-02-005721 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18230 FILM NUMBER: 02869451 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 SC TO-I/A 1 b44808a3sctoviza.txt AMENDMENT NO. 3 TO SCHEDULE TO-I SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE TO (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) ------------------- PERKINELMER, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ------------------- ZERO COUPON CONVERTIBLE DEBENTURES DUE AUGUST 7, 2020 (Title of Class of Securities) ------------------- 714046 AA 7 (CUSIP Number of Class of Securities) ------------------- Terrance L. Carlson, Esq. Senior Vice President and General Counsel PerkinElmer, Inc. 45 William Street Wellesley, MA 02481 (781) 237-5100 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: David E. Redlick, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 ------------------- [ ] 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: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] 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: [ ] TENDER OFFER This Amendment No. 3 to Issuer Tender Offer Statement on Schedule TO (the "Statement") is being filed with the United States Securities and Exchange Commission (the "Commission") by PerkinElmer, Inc., a Massachusetts corporation ("PerkinElmer"), in connection with PerkinElmer's offer to purchase for cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 2002 (the "Offer to Purchase"), and Letter of Transmittal (the "Letter of Transmittal"), any and all of PerkinElmer's outstanding zero coupon convertible debentures due August 7, 2020 (the "Debentures"). Copies of the Offer to Purchase and the Letter of Transmittal are filed as exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Tender Offer Statement on Schedule TO originally filed with the Commission on November 29, 2002. ITEM 12. EXHIBITS. The information set forth in Item 12 is hereby amended and supplemented by adding immediately following the reference to Exhibit (a)(5)(i) the following: (a)(5)(ii) Press Release Regarding Refinancing Transactions, dated December 26, 2002. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct. PERKINELMER, INC. By: /s/ Terrance L. Carlson ------------------------------- Terrance L. Carlson, Esq. Senior Vice President, Business Development, General Counsel and Clerk Date: December 26, 2002 EXHIBIT INDEX
Exhibit Number Description ------ ----------- (a)(1)(i) Offer to Purchase, dated November 29, 2002.# (a)(1)(ii) Letter of Transmittal, dated November 29, 2002.# (a)(1)(iii) Letter to Clients, dated November 29, 2002.# (a)(1)(iv) Letter to Broker-Dealers, dated November 29, 2002.# (a)(1)(v) Instructions to Form W-9.# (a)(5)(i) Press Release Regarding Offer, dated November 29, 2002.# (a)(5)(ii) Press Release Regarding Refinancing Transactions, dated December 26, 2002.* (b)(1) Form of Credit Agreement, among PerkinElmer, Inc., as borrower, the several lenders from time to time parties thereto, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as arranger, Merrill Lynch Capital Corporation, as syndication agent, Societe Generale, as documentation agent, and Bank of America, N.A., as administrative agent.# (d)(1) Indenture, dated August 7, 2000, between PerkinElmer, Inc. (formerly EG&G, Inc.) and Bank One Trust Company, N.A., as successor Trustee (previously filed as Exhibit 4.1 to the EG&G, Inc. Registration Statement on Form S-3 (Registration No. 333-71069), and incorporated herein by reference). (d)(2) First Supplemental Indenture, dated as of August 7, 2000, between PerkinElmer and Bank One Trust Company, N.A., relating to the Zero Coupon Convertible Debentures due August 7, 2000 (previously filed as Exhibit 4.1 to PerkinElmer's Current Report on Form 8-K, File No. 1-5075, and incorporated herein by reference).
- ---------- * Filed herewith. # Previously filed. EX-99.(A)(5)(II) 3 b44808a3exv99wxayx5yxiiy.txt PRESS RELEASE DATED DECEMBER 26, 2002 EXHIBIT (a)(5)(ii) FOR IMMEDIATE RELEASE 26 DECEMBER 2002 PERKINELMER COMPLETES REFINANCING TRANSACTIONS - COMPLETES SALE OF SENIOR SUBORDINATED NOTES - ENTERS NEW SECURED CREDIT FACILITIES - REPAYS EXISTING BANK DEBT AND $110.3 MILLION OF 6.80% NOTES - ZERO COUPON DEBENTURE TENDER OFFER TO EXPIRE DECEMBER 27, 2002 Boston - PerkinElmer, Inc. (NYSE: PKI) announced that it has substantially completed its previously announced refinancing plan to repay existing debt in order to extend existing shorter-term debt maturities. Today the company repaid its existing bank debt and synthetic lease by completing the sale of $300 million aggregate principal amount of ten-year senior subordinated notes and entering into new senior secured credit facilities for a $315 million six-year term loan and a $100 million revolving credit facility. PerkinElmer also accepted for payment $110,319,000 aggregate principal amount of its outstanding 6.80% Notes due October 15, 2005 pursuant to its cash tender offer and consent solicitation. The final step of the refinancing plan, PerkinElmer's pending cash tender offer to purchase its Zero Coupon Convertible Debentures due August 7, 2020, is scheduled to expire at 12:00 midnight, New York City time, on Friday, December 27, 2002. Senior Subordinated Notes and Secured Credit Facilities PerkinElmer sold $300 million aggregate principal amount of senior subordinated notes in an institutional private placement. The notes have been guaranteed on a senior subordinated basis by certain of PerkinElmer's domestic subsidiaries. PerkinElmer borrowed the full amount available under the term loan at the closing of the new senior secured credit facilities. PerkinElmer did not draw upon the $100 million revolving credit facility, which remains available for the company's working capital needs. The revolving credit facility has a five-year term. A portion of the proceeds from the term loan is being used to purchase the tendered 6.80% notes and a portion of the proceeds, together with proceeds from the sale of the company's senior subordinated notes, will be used to purchase the zero coupon convertible debentures that are tendered. 6.80% Notes The tendered 6.80% notes represented approximately 96% of the total outstanding 6.80% notes. PerkinElmer will pay an aggregate of $111,768,350.37 for the tendered 6.80% notes. Each holder who tendered 6.80% notes and the related consents at or before 5:00 p.m., New York City time, on December 6, 2002, the consent expiration date, will receive $1,013.41 for each $1,000 principal amount of tendered 6.80% notes, including a $15 consent payment. Each holder who tendered notes and the related consents after the consent expiration date will receive $998.41 for each $1,000 principal amount of tendered 6.80% notes. The 6.80% notes tender offer commenced on November 22, 2002 and expired at 10:00 a.m., New York City time, on Thursday, December 26, 2002. It is anticipated that State Street Bank and Trust Company, as Depositary for the tender offer and consent solicitation, will pay noteholders on or about December 26, 2002. On December 6, 2002, the expiration date for the 6.80% notes consent solicitation, PerkinElmer announced that it had received the requisite consents to amend the indenture under which the 6.80% notes were issued. PerkinElmer and State Street Bank and Trust Company, as Trustee, executed a supplemental indenture, which became effective as of December 26, 2002, eliminating substantially all of the restrictive covenants from the indenture, as more fully described in PerkinElmer's Offer to Purchase and Consent Solicitation Statement dated November 22, 2002. Important additional information has been filed with the SEC PerkinElmer has filed with the SEC a Schedule TO in connection with the tender offer for the zero coupon convertible debentures. The Schedule TO contains important information about PerkinElmer, the zero coupon convertible debentures, the tender offer and related matters. Debenture holders are urged to read the Schedule TO carefully. Investors and security holders may obtain free copies of the Schedule TO and other documents filed with the SEC by PerkinElmer through the website maintained by the SEC at www.sec.gov. Investors and security holders can also obtain free copies of these documents directly from PerkinElmer by contacting PerkinElmer Investor Relations at (781) 431-4306. In addition, PerkinElmer has retained Merrill Lynch to act as Dealer Manager in connection with the zero coupon convertible debentures tender offer. Questions about that tender offer may be directed to Merrill Lynch (telephone: (888) ML4-TNDR (toll-free), or (212) 449-6025) or to D.F. King & Co., Inc., the information agent for the offer, at (212) 269-5550 (collect telephone for banks and brokers) or (800) 659-6590 (for all others). This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of zero coupon convertible debentures should tender their debentures pursuant to the debenture tender offer. Factors Affecting Future Performance Any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "will" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including risks related to our debt levels, a downturn in our customers' markets, our failure to introduce new products in a timely manner, risks related to our international operations, our inability to integrate acquired businesses into our existing business, competition and other factors which we describe under the caption "Forward-Looking Information and Factors Affecting Future Performance" in our most recently filed quarterly report on Form 10-Q. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. PerkinElmer, Inc. is a global technology leader focused in the following businesses - Life and Analytical Sciences, Optoelectronics, and Fluid Sciences. Combining operational excellence and technology expertise with an intimate understanding of its customers' needs, PerkinElmer creates innovative solutions - - backed by unparalleled service and support - for customers in health sciences, semiconductor, aerospace, and other markets whose applications demand absolute precision and speed. The company markets in more than 125 countries, and is a component of the S&P 500 Index. Additional information is available through www.perkinelmer.com or 1-877-PKI-NYSE. CONTACT: PerkinElmer, Inc. (Investor Contact) Diane Basile, 781/431-4306 or PerkinElmer, Inc. (Media Contact) Jim Monahan, 781/431-4111 -----END PRIVACY-ENHANCED MESSAGE-----