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
(Amendment No. 2)
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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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[ ] 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. 2 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 by renumbering
Exhibit (a)(2) as Exhibit (a)(5)(i).
In addition, the information set forth in Item 12 is amended and
supplemented by adding immediately following the reference to Exhibit (a)(5)(i)
the following:
(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.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to 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: December 23, 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)(5)(i) Press Release Regarding Offer, dated November 29,
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).
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* Filed herewith.
# Previously filed.