Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 278 1.49M
Securities Issued in a
Business-Combination Transaction
2: EX-4.1 Rights Agreement 66 255K
3: EX-23.1 Consent of Pricewaterhousecoopers 1 6K
6: EX-27 Financial Data Schedule 2 9K
4: EX-99.1 Form of Proxy 2 8K
5: EX-99.2 Letter to Stock Holders With Q & A 3 12K
EX-99.2 — Letter to Stock Holders With Q & A
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EXHIBIT 99.2
TWO NEW CLASSES OF STOCK FOR PERKIN-ELMER
March , 1999
Dear Perkin-Elmer Shareholder:
We are proposing a new financial and operating structure for our Company
that we believe will enable us to create maximum value for you, our
shareholders. Our proposal is designed to separate the performance of our new
Celera Genomics business from that of our well-established PE Biosystems
business. In doing so, we will make the managers of each business responsible
for maximizing that business's returns. Holders of PE Biosystems Group Stock
will benefit from the earnings growth and cash flows provided by that business.
Holders of Celera Genomics Group Stock, on the other hand, will benefit from the
anticipated success and progress of Celera Genomics' research and development
efforts rather than from near-term earnings, since Celera is expected to incur
significant losses during its start-up period.
The creation of two classes of common stock is designed to enhance both the
autonomy and the synergies of the two businesses. It will allow each business to
focus on its own identity, business strategy, financial model, and
culture--while at the same time capitalizing on relationships with the other
business.
This new structure will offer considerable flexibility to you, our
shareholders. By enabling you to separately value the PE Biosystems Group Stock
and the Celera Genomics Group Stock, it will make it possible for you to invest
in either or both stocks--depending on your investment objectives.
Along with the recapitalization, we are proposing to rename our company "PE
Corporation" and to change our state of incorporation to Delaware. We are also
proposing two new stock incentive plans to enable the employees of each business
to benefit from that business's success.
This package includes the details of our recapitalization proposal. Some key
questions are answered in this brochure, but we urge you to read the enclosed
proxy for a complete description of our plan. And most important, we urge you to
VOTE. Your Board of Directors has carefully considered this proposal and
unanimously recommends that you approve it. Please keep in mind that if you take
no action at all, it will count as a vote AGAINST the proposal.
Tony L. White
Chairman, President and Chief
Executive Officer
Q&A
WHY AM I RECEIVING THIS PROXY STATEMENT?
We are distributing this proxy statement and prospectus to you in connection
with a recapitalization proposal that would result in your current stock being
converted into two new classes of common stock. As part of this transaction, we
will also change our state of incorporation from New York to Delaware and change
our name to "PE Corporation." We are also distributing this proxy statement in
connection with related proposals to adopt two new stock incentive plans. We
have scheduled a special meeting of our shareholders so that you may consider
and vote on these proposals.
WHAT ARE THE NEW COMMON STOCKS?
The new common stocks consist of the PE Biosystems Group Stock and the
Celera Genomics Group Stock.
- The PE Biosystems Group Stock is intended to reflect the separate performance
of our established PE Biosystems business, known as the "PE Biosystems
Group." PE Biosystems is a world leader in the development, manufacture,
sale, and service of instrument systems and associated consumable products
for life science research and related applications.
- The Celera Genomics Group Stock is intended to reflect the separate
performance of our Celera Genomics business, known as the "Celera Genomics
Group." Celera Genomics was formed in August 1998 for the purpose of
generating and commercializing genomic information from sequencing the human
genome and genomes of other organisms. This information will be used by
subscribers to develop new drugs and improve the understanding of
interrelationships between genetic variability and disease.
Investors commonly refer to this type of common stock as "tracking stock,"
'targeted stock," or "letter stock," because the stock is intended to "track" or
"target" the separate performance of a group of assets or a division of a
company. However, the PE Biosystems Group and the Celera Genomics Group are not
separate legal entities. Holders of PE Biosystems Group Stock and Celera
Genomics Group Stock will be stockholders of a single company. As a result, they
will continue to be subject to all of the risks of an investment in our company
and all of its businesses, assets, and liabilities. The assets we attribute to
one group could be subject to the liabilities of the other group.
WHAT WILL MY EXISTING SHARES REPRESENT IF EVERYTHING TAKES PLACE AS PROPOSED?
Each share of your existing common stock will be converted into one share of
PE Biosystems Stock and one-half of a share of Celera Genomics Stock. Without
any further action by you, you will automatically receive a certificate for the
Celera Genomics Stock. Your shares of existing stock will represent shares of PE
Biosystems Stock unless you request a new certificate for PE Biosystems Stock.
WHEN WILL I RECEIVE MY NEW STOCK CERTIFICATES?
If everything takes place as proposed, you will receive your stock
certificates approximately two to three weeks after the special meeting.
WHEN AND WHERE WILL THE SPECIAL MEETING BE HELD?
The meeting will be held on April XX, 1999 at 10 a.m. Eastern Time in our
auditorium at 50 Danbury Road, Wilton, Connecticut.
WHAT DO I NEED TO DO NOW?
As a Perkin-Elmer shareholder, you are being asked to vote on the
recapitalization and related proposals. We urge you to read the enclosed
materials for the details of the proposals. Then, VOTE YOUR SHARES by following
the instructions on the enclosed proxy card. Please note that your Board of
Directors unanimously recommends that you vote FOR each proposal. If you decide
to change your
vote, you can do so at any time up to and including at the special Perkin-Elmer
shareholders meeting on APRIL XX, 1999. The enclosed materials tell you how.
CAN I LATER BUY OR SELL JUST ONE TARGETED STOCK?
Yes, once the recapitalization has been completed, both PE Biosystems Group
Stock and Celera Genomics Group Stock will be traded on The New York Stock
Exchange and the Pacific Stock Exchange. PE Biosystems Group Stock will be
listed under the symbol "PEB," and Celera Genomics Group Stock will be listed
under the symbol "CRA." You will be free to buy and sell each stock
independently.
WHERE CAN I GET MORE INFORMATION ABOUT THE RECAPITALIZATION PROPOSAL?
The enclosed materials explain the proposal in detail. For further
clarification, you can also call our Investor Relations Department at (203)
761-5400.
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