UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Thermo TerraTech Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
883598-10-4
------------------
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254-9046
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 1996
------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
15,141,587
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,141,587
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,141,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
85.4%
14 TYPE OF REPORTING PERSON *
CO
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Voltek Corp.
IRS No. 13-1946800
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
125,847
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 125,847
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.7%
14 TYPE OF REPORTING PERSON *
CO
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermedics Inc.
IRS No. 04-2788806
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
174,250
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 174,250
10 SHARED VOTING POWER
PERSON WITH 0
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
14 TYPE OF REPORTING PERSON *
CO
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 4 to Schedule 13D amends and restates the entire text of
the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation relating to shares of common stock, par value $.10 per
share, of Thermo TerraTech Inc.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.10 per share, of Thermo TerraTech Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 81 Wyman Street,
Waltham, Massachusetts 02254-9046.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron"), its subsidiary Thermedics Inc. ("Thermedics"), and Thermedics'
subsidiary Thermo Voltek Corp. ("Voltek" and, together with Thermedics and
Thermo Electron, the "Reporting Persons"). The Reporting Persons are
filing this Amendment pursuant to Rule 13d-2 to reflect an increase in the
Reporting Persons' holdings of the Issuer's Shares since the Reporting
Persons' last filing on Schedule 13D, in February 1996, of more than one
percent.
The principal business address and principal office address of Thermo
Electron is 81 Wyman Street, Waltham, Massachusetts 02254-9046. Thermo
Electron is a Delaware corporation. The principal business address and
principal office address of Thermedics, a Massachusetts corporation, and
Voltek, a Delaware corporation, is 470 Wildwood Street, Woburn,
Massachusetts 01888.
Thermo Electron develops, manufactures and markets environmental,
analytical and process control instruments, cogeneration and
alternative-energy power plants, low-emission combustion systems, paper and
waste-recycling equipment, and biomedical products. Thermo Electron also
provides a range of services including environmental remediation and
consulting, laboratory analysis, and metals fabrication and processing, as
well as research and product development in unconventional imaging,
adaptive optics, and direct energy conversion.
Thermedics develops, manufactures, and markets product quality
assurance systems, precision weighing and inspection equipment,
electrochemistry and microweighing products, electronic test instruments,
explosives-detection devices, and moisture analysis systems, as well as
implantable heart-assist devices and other biomedical products.
Voltek designs and manufactures high-voltage power conversion systems
as well as testing systems that simulate electrical disturbances for
commercial, industrial, medical, defense, and scientific and energy
research applications.
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Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Persons his or her (a)
name; (b) residence or business address; (c) present principal occupation
or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted;
and (d) citizenship. To the knowledge of the Reporting Persons, there is
no person who may be deemed to be a controlling person of the Reporting
Persons (except that Thermo Electron may be deemed to control Thermedics by
virtue of its majority ownership and that Thermedics may be deemed to
control Voltek by virtue of its majority ownership).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order (i) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or (ii) finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have expended approximately $10,647,000 in
purchasing Shares of the Issuer since the date of their last filing on
Schedule 13D. These funds were paid out of the Reporting Persons' working
capital.
Item 4. Purpose of Transaction
Thermo Electron may make purchases of Shares or other securities of
the Issuer in such manner and in such amounts as it determines to be
appropriate in order to maintain at least 50% ownership of the Issuer. The
Reporting Persons may also make additional purchases of Shares or other
securities of the Issuer in such manner and in such amounts as they
determine to be appropriate for other purposes. In determining whether to
do so for other purposes, they will consider various relevant factors,
including their evaluation of the Issuer's business, prospects and
financial condition, amounts and prices of available securities of the
Issuer, the market for the Issuer's securities, other opportunities
available to the Reporting Persons and general market and economic
conditions. Purchases may be made either on the open market or directly
from the Issuer.
Except as set forth in this Item 4 and in Item 6, neither the
Reporting Persons nor, to the Reporting Persons' knowledge, any of the
executive officers or directors of the Reporting Persons has any current
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D, although
the Reporting Persons and such other persons do not rule out the
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possibility of effecting or seeking to effect any such actions in the
future.
Item 5. Interest in Securities of the Issuer.
(a) Thermo Electron beneficially owns 15,141,587 Shares, or
approximately 85.4% of the outstanding Shares. Of the 15,141,587 Shares
beneficially owned by Thermo Electron, 159,729 Shares are issuable to
Thermo Electron if it elects to convert in full its subordinated
convertible debentures of the Issuer. Thermedics beneficially owns 174,250
Shares, or approximately 1.0% of the outstanding Shares, all of which are
issuable to Thermedics if it elects to convert in full its subordinated
convertible debentures of the Issuer. Voltek beneficially owns 125,847
Shares, or approximately 0.7% of the outstanding Shares, all of which are
issuable to Voltek if it elects to convert in full its subordinated
convertible debentures of the Issuer.
To the knowledge of the Reporting Persons, the executive officers and
directors of the Reporting Persons beneficially own an aggregate of 336,329
Shares or approximately 1.9% of the outstanding Shares. To the knowledge
of the Reporting Persons, the Shares beneficially owned by all executive
officers and directors of the Reporting Persons include 217,200 Shares that
such persons have the right to acquire within 60 days. Ownership
information for each executive officer and director of the Reporting
Persons who owns Shares is set forth below:
Name Number of Shares(1)
---- ----------------
John M. Albertine 1,500
Peter O. Crisp 3,660
Paul F. Ferrari 5,100
Elias P. Gyftopoulos 1,500
George N. Hatsopoulos 55,420
John N. Hatsopoulos 62,306
Frank Jungers 1,500
Paul F. Kelleher 10,894
Sandra L. Lambert 6,637
Robert A. McCabe 3,660
Theo Melas-Kyriazi 10,319
Frank E. Morris 1,500
Donald E. Noble 49,327
Hutham S. Olayan 1,500
Peter G. Pantazelos 22,009
William A. Rainville 60,000
Arvin H. Smith 36,997
Roger D. Wellington 2,500
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All directors and current executive 336,329
officers as a group (30 persons)
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr.
Kelleher, Ms. Lambert, Mr. McCabe, Mr. Melas-Kyriazi, Mr. Morris, Mr.
Noble, Ms. Olayan, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington
and all directors and current executive officers as a group include 1,500,
1,500, 1,500, 40,000, 40,000, 1,500, 5,000, 5,000, 1,500, 10,000, 1,500,
8,200, 1,500, 2,000, 60,000, 35,000, 1,500 and 217,200 shares,
respectively, that such person or members of the group have the right to
acquire within 60 days.
While certain directors and executive officers of the Reporting
Persons are also directors or executive officers of the Issuer, all such
persons disclaim beneficial ownership of the Shares owned by the Reporting
Persons.
(b) The Reporting Persons and the executive officers and directors of
the Reporting Persons have the sole power to vote and dispose of the Shares
each such person owns, except as follows: Shares beneficially owned by Dr.
G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Smith and all directors and current
executive officers as a group include 258, 264, 265 and 1,314 full Shares,
respectively, allocated to their respective accounts maintained pursuant to
Thermo Electron's employee stock ownership plan (the "ESOP"). Shares
beneficially owned by Mr. Noble include 18,087 Shares allocated to Mr.
Noble's account maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Mr. J. Hatsopoulos
include 12,500 Shares that Mr. J. Hatsopoulos has the right to acquire
within 60 days through the exercise of stock purchase warrants acquired in
connection with private placements of securities by the Issuer and one or
more of the Issuer's subsidiaries on terms identical to terms granted to
outside investors. Shares beneficially owned by Dr. G. Hatsopoulos include
93 Shares held by his spouse and 3 Shares allocated to his spouse's account
maintained pursuant to Thermo Electron's ESOP. Shares beneficially owned
by Mr. J. Hatsopoulos include 2,000 Shares held by him as custodian for two
minor children.
(c) During the past 60 days, the Reporting Persons have effected no
transactions in the Shares. To the knowledge of the Reporting Persons, no
executive officer or director of the Reporting Persons has effected any
transactions in Shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Of the 15,141,587 Shares beneficially owned by Thermo Electron, (i)
159,729 Shares are issuable to Thermo Electron if it elects to convert in
full its subordinated convertible debentures of the Issuer and (ii) 43,950
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Shares are subject to options to acquire such Shares granted by Thermo
Electron pursuant to its director and employee stock option plans. Of the
174,250 Shares beneficially owned by Thermedics, 174,250 Shares are
issuable to Thermedics if it elects to convert in full its subordinated
convertible debentures of the Issuer. Of the 125,847 Shares beneficially
owned by Voltek, 125,847 Shares are issuable to Voltek if it elects to
convert in full its subordinated convertible debentures of the Issuer. The
executive officers and directors of the Reporting Persons have the right,
pursuant to options granted by the Reporting Persons pursuant to their
director and employee stock option plans, to acquire 16,000 Shares. In
addition, the following executive officers and directors of the Reporting
Persons have the right to acquire Shares from the Issuer pursuant to the
Issuer's director and employee stock option plans: Dr. George N.
Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr. John
N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr.
Donald E. Noble has the right to acquire 8,200 Shares within 60 days; Mr.
William A. Rainville has the right to acquire 60,000 Shares within 60 days;
Mr. Arvin H. Smith has the right to acquire 35,000 Shares within 60 days;
Mr. Paul F. Kelleher has the right to acquire 5,000 Shares within 60 days;
Mr. Peter G. Pantazelos has the right to acquire 2,000 Shares within 60
days; Ms. Sandra L. Lambert has the right to acquire 3,000 Shares within 60
days; and Mr. Melas-Kyriazi has the right to acquire 8,000 Shares within 60
days. Mr. John N. Hatsopoulos has the right to acquire 12,500 Shares
within 60 days through the exercise of stock purchase warrants acquired in
connection with private placements of securities by the Issuer and one or
more of the Issuer's subsidiaries on terms identical to terms granted to
outside investors.
During 1996, the Human Resources Committee of the Board of Directors
of the Issuer (the "Committee") established a stock holding policy for
executive officers of the Issuer. The stock holding policy specifies an
appropriate level of ownership of the Issuer's Common Stock as a multiple
of the officer's compensation. For the chief executive officer, the
multiple is one times his base salary and reference bonus for the calendar
year. For all other officers, the multiple is one times the officer's base
salary.
In order to assist officers in complying with the policy, the
Committee also adopted a stock holding assistance plan under which the
Issuer is authorized to make interest-free loans to officers to enable them
to purchase shares of the Common Stock in the open market. The loans are
required to be repaid upon the earlier of demand or the fifth anniversary
of the date of the loan, unless otherwise authorized by the Committee.
The Committee also adopted a policy requiring its executive officers
to hold shares of the Issuer's Common Stock acquired upon the exercise of
stock options granted by the Issuer. Under this policy, executive officers
are required to hold one-half of their net option exercises over a period
of five years. The net option exercise is determined by calculating the
number of shares acquired upon exercise of a stock option, after deducting
the number of shares that could have been traded to exercise the option and
the number of shares that could have been surrendered to satisfy tax
withholding obligations attributable to the exercise of the options.
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During 1996, the Committee established a stock holding policy for the
Issuer's directors, including certain persons who are also directors or
executive officers of the Reporting Persons (John N. Hatsopoulos, Donald E.
Noble and William A. Rainville). The stock holding policy requires each
director to hold a minimum of 1,000 shares of Common Stock.
In addition, the Committee adopted a policy requiring directors to
hold shares of the Issuer's Common Stock equal to one-half of their net
option exercises over a period of five years. The net option exercise is
determined by calculating the number of shares acquired upon exercise of a
stock option, after deducting the number of shares that could have been
traded to exercise the option and the number of shares that could have been
surrendered to satisfy tax withholding obligations attributable to the
exercise of the option.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) Incentive Stock Option Plan of the Issuer (filed as Exhibit
10(h) to the Issuer's Registration Statement on Form S-1 [Reg. No. 33-6763]
and incorporated herein by reference).
(ii) Nonqualified Stock Option Plan of the Issuer (filed as
Exhibit 10(i) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-6763] and incorporated herein by reference).
(iii) Equity Incentive Plan of the Issuer (filed as Exhibit 10.63
to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 [File No. 1-9567] and incorporated herein by reference).
(iv) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10(k) to the Issuer's Registration Statement on Form S-1
[Reg. No. 33-6763] and incorporated herein by reference).
(v) Directors' Stock Option Plan of the Issuer, as amended and
restated effective January 1, 1995 (filed as Exhibit 10.39 to the Issuer's
Annual Report on Form 10-K for the fiscal year ended April 1, 1995 [File
No. 9549] and incorporated herein by reference).
(vi) Amended and Restated Directors' Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(vii) Thermo Electron Corporation-Thermo TerraTech Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.13 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended January 3, 1987 [File
No. 1-8002] and incorporated herein by reference).
(viii) Restated Stock Holdings Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.42 to the Issuer's Annual Report on
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Form 10-K for the fiscal year ended March 29, 1997 [File No. 1-9549] and
incorporated herein by reference).
(ix) Specimen Common Stock Purchase Warrant (filed as Exhibit 4.2
to the Issuer's Registration Statement on Form S-2 [Reg. No. 333-2269] and
incorporated herein by reference).
(x) Fiscal Agency Agreement dated August 4, 1989, among the
Issuer, Thermo Electron, and Chemical Bank as Fiscal Agent (filed as
Exhibit B to the Issuer's Current Report on Form 8-K relating to the events
occurring on August 4, 1989 [File No. 1-9549] and incorporated herein by
reference).
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Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
Date: July 8, 1997 THERMO ELECTRON CORPORATION
By:
------------------------
Sandra L. Lambert
Secretary
Date: July 8, 1997 THERMEDICS INC.
By:
------------------------
Sandra L. Lambert
Clerk
Date: July 8, 1997 THERMO VOLTEK CORP.
By:
------------------------
Sandra L. Lambert
Secretary
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Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
Date: July 8, 1997 THERMO ELECTRON CORPORATION
By: /s/ Sandra L. Lambert
-----------------------
Sandra L. Lambert
Secretary
Date: July 8, 1997 THERMEDICS INC.
By: /s/ Sandra L. Lambert
-----------------------
Sandra L. Lambert
Clerk
Date: July 8, 1997 THERMO VOLTEK CORP.
By: /s/ Sandra L. Lambert
-----------------------
Sandra L. Lambert
Secretary
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APPENDIX A
----------
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron") and/or its subsidiary
Thermedics Inc. ("Thermedics") and/or Thermedics' subsidiary Thermo Voltek
Corp ("Voltek"). Unless otherwise noted, all such individuals are citizens
of the United States. Unless otherwise noted, the business address of each
executive officer of Thermo Electron is Thermo Electron Corporation, 81
Wyman Street, Waltham, Massachusetts 02254-9046 and the business address of
each executive officer of Thermedics is Thermedics Inc., 470 Wildwood
Street, Woburn, Massachusetts 01888, and the business address of each
executive officer of Voltek is Thermo Voltek Corp., 470 Wildwood Street,
Woburn, Massachusetts 01888.
John M. Albertine: Director, Thermo Electron
------------------
Dr. Albertine is Chairman of the Board and Chief Executive Officer of
Albertine Enterprises, Inc., an economic and public policy consulting firm.
His business address is Albertine Enterprises, Inc., 1156 15th Street N.W.,
Suite 505, Washington, DC 20005.
Peter O. Crisp: Director, Thermo Electron
---------------
Director, Thermedics
Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is Venrock, Inc., 30
Rockefeller Plaza, New York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
---------------------
Director, Voltek
Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute
of Technology. His business address is Massachusetts Institute of
Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts
02139.
William W. Hoover: Director, Voltek
------------------
Dr. Hoover is a retired U.S. Air Force Major General and former
Assistant Secretary of the United Strates Department of Energy. Since
1993, Dr. Hoover has been President of Hoover Associates, a consulting
firm. His address is 209 Frances Thacker, Williamsburg, Virginia 23185.
Frank Jungers: Director, Thermo Electron
-------------
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 NW Murray, Suite 242, Portland, Oregon 97229.
Sandra L. Lambert: Director, Voltek
------------------
Ms. Lambert has been Secretary of Voltek since January 1991 and
Secretary and Senior Counsel of Thermo Electron since July 1990. Her
business address is Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts 02254-9046.
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Theo Melas-Kyriazi: Director, Voltek
-------------------
Mr. Melas-Kyriazi is President and Chief Executive Officer of
ThermoSpectra Corporation, a public subsidiary of Thermo Instrument Systems
Inc., a public subsidiary of Thermo Electron. His business address is
Thermo Spectra Corporation, 81 Wyman Street, Waltham, Massachusetts
02254-9046.
Robert A. McCabe: Director, Thermo Electron
-----------------
Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His business
address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New
York, New York 10022.
Frank E. Morris: Director, Thermo Electron
----------------
Dr. Morris served as the Peter Drucker Professor of Management at
Boston College from 1989 to 1994. Dr. Morris also served as President of
the Federal Reserve Bank of Boston from 1968 until he retired in 1988. His
residential address is P.O. Box 825, 24 Sugarhouse Road, New London, New
Hampshire 03257.
Donald E. Noble: Director, Thermo Electron
----------------
For more than 20 years, from 1959 to 1980, Mr. Noble served as the
Chief Executive Officer of Rubbermaid, Incorporated, first with the title
of President and then as Chairman of the Board. His business address is
Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
-----------------
Ms. Olayan is the President and a director of Olayan America
Corporation and President of Competrol Real Estate Limited, firms engaged
in advisory services and private real estate investments. Her business
address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms.
Olayan is a citizen of Saudi Arabia.
Peter Richman: Director, Voltek
--------------
Mr. Richman was a consultant to Thermedics and its subsidiaries,
including Voltek, on corporate development and acquisition strategies from
March 1993 to March 1995. Mr. Richman is also a director of Thermo Sentron
Inc., a public subsidiary of Thermedics. His address is 22 Barberry Road,
Lexington, Massachusetts 02173.
Roger D. Wellington: Director, Thermo Electron
--------------------
Mr. Wellington is the President and Chief Executive Officer of
Wellington Consultants, Inc. and of Wellington Associates, Inc.,
international business consulting firms. His address is 5555 Gulf of
Mexico Drive, Longboat Key, Florida 34228.
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Paul F. Ferrari: Director, Thermedics
----------------
Mr. Ferrari has been a consultant to Thermo Electron since January
1991. Mr. Ferrari was a Vice President of Thermo Electron from 1988 until
his retirement at the end of 1990, its Secretary from 1981 to 1990 and its
Treasurer from 1967 to 1988. He served as Thermedics' Clerk from 1983 to
1990 and its Treasurer from 1983 to 1988. His address is 8145 S. E.
Woodlake Lane, Hobe Sound, Florida 33455.
Robert C. Howard: Director, Thermedics
-----------------
Mr. Howard has been a Director of Thermedics since 1983. Mr. Howard
was an Executive Vice President of Thermo Electron from 1986 until his
retirement in January, 1997. His business address is Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046.
Nicholas T. Zervas: Director, Thermedics
-------------------
Dr. Zervas has been Chief of Neurological Service, Massachusetts
General Hospital, since 1977. His business address is Massachusetts
General Hospital, Neurosurgery Department, Boston, Massachusetts 02114.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief
Executive Officer,
Thermo Electron
Director, Thermedics
John N. Hatsopoulos: President and Chief
--------------------
Financial Officer,
Thermo Electron
Director, Chairman of the
Board, Vice President and
Chief Financial Officer,
Thermedics
Chief Financial Officer,
Voltek
Peter G. Pantazelos: Executive Vice President,
--------------------
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
William A. Rainville: Senior Vice President,
---------------------
Thermo Electron
John W. Wood, Jr.: Senior Vice President,
------------------
Thermo Electron
Director, President and Chief
Executive Officer, Thermedics
Director, Chairman of the
Board and Chief Executive
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Officer, Voltek
Paul F. Kelleher: Senior Vice President, Finance
-----------------
& Administration and Chief
Accounting Officer,
Thermo Electron
Chief Accounting Officer,
Thermedics
Chief Accounting Officer,
Voltek
John T. Keiser: Director and Senior Vice
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President,
Thermedics
Victor L. Poirier: Senior Vice President,
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Thermedics
Jeffrey J. Langan: Vice President,
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Thermedics
David H. Fine: Vice President, Thermedics
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Colin I.W. Baxter: President and Chief Operating
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Officer, Voltek
Michael D. Norton: Vice President, Voltek
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Dominick R. Congiusti: Vice President, Voltek
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AA971390002
