SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PERKINELMER, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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ZERO COUPON CONVERTIBLE DEBENTURES DUE AUGUST 7, 2020
(Title of Class of Securities)
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714046 AA 7
(CUSIP Number of Class of Securities)
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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
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CALCULATION OF FILING FEE
TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
$392,142,311 $36,078
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(1) Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act
of 1934. Based upon the maximum amount of cash that might be paid for
the Zero Coupon Convertible Debentures due August 7, 2020.
(2) The amount of the filing fee, calculated in accordance with Section
13(e)(3) of the Securities Exchange Act of 1934, as amended, equals
$92.00 per $1,000,000 of the value of securities proposed to be
purchased.
[ ] 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: Not applicable. Filing party: Not applicable.
Form or Registration No.: 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:
[ ] 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 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 attached 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, hereto. Pursuant to
General Instruction F to Schedule TO, information contained in the Offer to
Purchase is hereby incorporated by reference in the answers to items of this
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase
captioned "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is PerkinElmer, Inc., a Massachusetts
corporation, and the address and telephone number of its principal executive
offices are 45 William Street, Wellesley, Massachusetts 02481, (781) 237-5100.
(b) The securities that are subject to this offer are the zero coupon
convertible debentures due August 7, 2020 of PerkinElmer. As of November 26,
2002, there was approximately $722.3 million aggregate principal amount at
maturity of Debentures outstanding. As of November 26, 2002, the accreted value
of the outstanding Debentures was approximately $390.9 million.
(c) The Debentures are not listed on any national securities exchange
or authorized to be quoted in any inter-dealer quotation system of any national
securities association. There is no established trading market for the
Debentures. PerkinElmer believes that trading in the Debentures has been
limited and sporadic.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated
herein by reference. PerkinElmer is both the filing person and the subject
company.
As required by General Instruction C to Schedule TO promulgated by the
Commission, the following persons are directors and/or executive officers and/or
controlling persons of PerkinElmer:
Gregory L. Summe Chairman of the Board, Chief Executive
Officer and President
Robert A. Barrett Senior Vice President, President -- Fluid
Sciences
Peter B. Coggins Senior Vice President, President -- Life and
Analytical Sciences
John P. Murphy Senior Vice President, President --
Optoelectronics
Robert F. Friel Senior Vice President and Chief Financial
Officer
Terrance L. Carlson Senior Vice President, Business Development,
General Counsel and Clerk
Richard F. Walsh Senior Vice President
Jeffrey D. Capello Vice President -- Finance and Chief
Accounting Officer
Tamara J. Erickson Director
Nicholas A. Lopardo Director
Alexis P. Michas Director
Michael C. Ruettgers Director
Dr. Vicki L. Sato Director
Gabriel Schmergel Director
Kenton J. Sicchitano Director
G. Robert Tod Director
The address of each director and/or executive officer and/or
controlling person listed above is c/o PerkinElmer, Inc., 45 William Street,
Wellesley, MA 02481, and each such person's telephone number is (781) 237-5100.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i) - (a)(1)(iii), (v) - (viii), (x), (xii) The information set
forth in the sections of the Offer to Purchase captioned "Summary Term Sheet,"
"The Refinancing Transactions," "Purpose of the Offer," "Source and Amount of
Funds," "Terms of the Offer -- General," "Terms of the Offer -- Procedure for
Tendering Debentures," "Terms of the Offer -- Withdrawal of Tendered
Debentures," "Terms of the Offer -- Conditions to the Offer," "Terms of the
Offer -- Extension, Waiver, Amendment and Termination," "Description of the
Debentures," "Certain Significant Considerations" and "United States Federal
Income Tax Consequences" is incorporated herein by reference.
(a)(1)(iv), (ix), (xi) Not applicable.
(a)(2) Not applicable.
(b) None of the subject securities is to be purchased from any officer,
director, or affiliate of PerkinElmer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The Debentures are governed by the First Supplemental Indenture,
dated as of August 7, 2000, to the Indenture, dated as of August 7, 2000,
between PerkinElmer, Inc. and Bank One Trust Company, N.A., as successor
Trustee. From time to time subsequent to their issuance, PerkinElmer has
repurchased Debentures. The information set forth in the Offer to Purchase in
the section captioned "Description of the Debentures" is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Purchase in the sections
captioned "Purpose of the Offer" and "The Refinancing Transactions" is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase in the sections
captioned "Purpose of the Offer" and "The Refinancing Transactions" is
incorporated herein by reference.
(c)(1) None.
(c)(2) None.
(c)(3) The information set forth in the Offer to Purchase in the
sections captioned "The Refinancing Transactions," "Purpose of the Offer,"
"Capitalization," "Terms of the Offer -- Conditions to the Offer," "Description
of the Debentures" and "Certain Significant Considerations" is incorporated
herein by reference.
(c)(4) None.
(c)(5) None.
(c)(6) None.
(c)(7) None.
(c)(8) None.
(c)(9) The information set forth in the Offer to Purchase in the
section captioned "The Refinancing Transactions" is incorporated herein by
reference.
(c)(10) The information set forth in the Offer to Purchase in the
sections captioned "The Refinancing Transactions" and "Certain Significant
Considerations" is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase in the sections
captioned "The Refinancing Transactions," "Source and Amount of Funds" and
"Capitalization" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase in the sections
captioned "The Refinancing Transactions," "Source and Amount of Funds," and
"Terms of the Offer -- Conditions to the Offer" is incorporated herein by
reference.
(d) The information set forth in the Offer to Purchase in the sections
captioned "The Refinancing Transactions," "Source and Amount of Funds,"
"Capitalization" and "Terms of the Offer -- Conditions to the Offer" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) None.
(b) During the past sixty days, PerkinElmer repurchased an aggregate
of $24.7 million in principal amount at maturity of debentures outstanding.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase in the sections
captioned "Depositary and Information Agent; Fees and Expenses" and
"Miscellaneous" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Purchase in the section
captioned "Certain Financial Information" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase in the sections
captioned "Capitalization" and "Certain Financial Information" is incorporated
herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Agreements, Regulatory Requirements and Legal Proceedings.
(a) (1) None.
(a) (2) None.
(a) (3) None.
(a) (4) None.
(a) (5) None.
Other Material Information.
(b) The information set forth in the Offer to Purchase and the Letter
of Transmittal dated as of November 29, 2002, copies of which are attached
hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated
herein by reference.
ITEM 12. EXHIBITS.
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)(2) Press Release Regarding Offer, dated November 29,
2002.*
(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).
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* Filed herewith
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
PERKINELMER, INC.
By: /s/ Terrance L. Carlson
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Terrance L. Carlson, Esq.
Senior Vice President, Business
Development, General Counsel and Clerk
Date: November 29, 2002
EXHIBIT INDEX
Exhibit
Number Description
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(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)(2) Press Release Regarding Offer, dated November 29,
2002.*
(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).
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* Filed herewith