EXHIBIT 1.2
TERMS AGREEMENT
January 15, 1998
To each of the Underwriters
named on Exhibit A hereto
Dear Sirs:
Thermo Instrument Systems Inc., a Delaware corporation (the "Company"),
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proposes to issue and sell $250,000,000 million aggregate principal amount of
its debt securities with the terms set forth below (the "Offered Securities").
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Subject to the terms and conditions set forth herein or incorporated by
reference herein, the underwriters named on Exhibit A hereto (the
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"Underwriters") offer to purchase, severally and not jointly, the principal
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amount of Offered Securities set forth therein opposite their respective names
at 97.75% of the principal amount thereof.
The Offered Securities shall have the following terms:
Title: 4% Convertible Subordinated Debentures due 2005
Maturity: January 15, 2005
Interest rate: 4% per annum
Interest payment dates: January 15 and July 15, commencing July 15, 1998
Redemption provisions: Redeemable at the option of the Company, in whole
or in part, at any time on or after January 15, 2001 at 100% of the
principal amount thereof, together with accrued interest to the date of
redemption.
Repayment provisions: Subject to repayment at the option of the holder at
100% of the principal amount thereof, together with accrued interest to the
date of repayment, in the event the Common Stock is neither listed for
trading on a United States national securities exchange, Nasdaq National
Market nor approved for trading on an established automated over-the-
counter trading market in the United States.
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Conversion provisions: Convertible at any time (except that Offered
Securities issued in bearer form will not be convertible until the date 40
days after the Closing Date) into shares of Common Stock of the Company at
an initial conversion price of $35.65.
Guarantee: Guaranteed on a subordinated basis by Thermo Electron
Corporation.
Form: To be issued in registered form and bearer form. The Offered
Securities issued in bearer form will be initially represented by a
temporary global bearer Offered Security exchangeable for definitive
Offered Securities commencing on the date 40 days after the Closing Date.
The Closing Date shall be January 21, 1998.
All the provisions contained in the Underwriting Agreement dated January
15, 1998 among Xxxxxx Brothers Inc., Xxxxxxx, Sachs & Co., Xxxxx Xxxxxx Inc.,
the Company and Thermo Electron Corporation, and in the Joint Officers'
Certificate dated January 15, 1998, executed by the Company and Thermo Electron,
copies of which you have previously received, are herein incorporated by
reference (except for provisions that relate to securities other than Offered
Securities designated herein) in their entirety and shall be deemed to be a part
of this Terms Agreement to the same extent as if such provisions had been set
forth in full herein. Terms defined in the Underwriting Agreement are used
herein as therein defined.
The Company agrees to be bound by the provisions of Section 5(i) of the
Underwriting Agreement.
Payment for the Offered Securities shall be made to or upon the order of
the Company on the Closing Date by wire transfer in immediately available funds.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below.
Very truly yours,
Accepted on January 15, 1998 THERMO INSTRUMENT SYSTEMS INC.
XXXXXX BROTHERS INC.
XXXXXXX, XXXXX & CO. By:/s/ Xxxxxxx X. Xxxxxxx
XXXXX XXXXXX INC. ___________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
By: XXXXXX BROTHERS INC. THERMO ELECTRON CORPORATION
By:/s/ Xxxxx Xxxxxx
_____________________________________ By:/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxx ___________________________
Title: Associate, Investment Banking Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
EXHIBIT A
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LIST OF UNDERWRITERS
Principal Amount
Underwriter of Debentures
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Xxxxxx Brothers Inc...................................... $ 83,400,000
Xxxxxxx, Xxxxx & Co...................................... 83,300,000
Xxxxx Xxxxxx Inc......................................... 83,300,000
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Total.............. $250,000,000
