UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Trex Medical Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89531R101
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 1996
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(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
* 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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CUSIP No. 89531R101 13D Page 2 of 8 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ThermoTrex Corporation
IRS No. 52-1711436
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
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
23,562,340
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
23,562,340
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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CUSIP No. 89531R101 13D Page 3 of 8 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,562,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.5%
14 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 89531R101 13D Page 4 of 8 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the shares (the "Shares") of common
stock, par value $0.01 per share, of Trex Medical Corporation (the
"Issuer"). The Issuer's principal executive offices are located at
36 Apple Ridge Road, Danbury, Connnecticut 06810.
Item 2. Identity and Background.
This Schedule 13D is being filed by ThermoTrex Corporation (the
"Reporting Person"). The Reporting Person has elected to report its
ownership information with respect to the Issuer, which is a majority-owned
subsidiary of the Reporting Person, on Schedule 13D, instead of annually on
Schedule 13G.
The principal business address and principal office address of the
Reporting Person is 10455 Pacific Center Court, San Diego, California
92121. The Reporting Person is a Delaware corporation.
The Reporting Person manufactures mammography and stereotactic
needle-biopsy systems, and also supplies general X-ray equipment. In
addition, the Reporting Person offers personal-care products and
laser-based hair removal services. The Reporting Person also conducts
advanced technology R&D in laser communication systems, products for the
medical imaging and avionics markets, and advanced materials for industrial
applications.
Appendix A attached to this Schedule 13D sets forth with respect to
each executive officer and director of the Reporting Person 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 Person, there is no
person who may be deemed to be a controlling person of the Reporting
Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person 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.
Not applicable.
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CUSIP No. 89531R101 13D Page 5 of 8 Pages
Item 4. Purpose of Transaction
The Reporting Person 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 or
for other purposes. In determining whether to do so for other purposes, it
will consider various relevant factors, including its 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 Person 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, neither the Reporting Person nor,
to the Reporting Person's knowledge, any of the executive officers or
directors of the Reporting Person 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 Person does
not rule out the possibility of effecting or seeking to effect any such
actions in the future.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 23,562,340 Shares, or
approximately 80.5% of the outstanding Shares. Of the 23,562,340 Shares
beneficially owned by the Reporting Person 678,541 Shares are issuable to
the Reporting Person if it elects to convert in full the remaining
principal amount of the 4.2% Subordinated Convertible Note Due 2000 (the
"Note") issued by the Issuer to the Reporting Person on October 2, 1996.
To the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person beneficially own an aggregate of 216,600
Shares or approximately .8% of the outstanding Shares.
(b) The Reporting Person and the executive officers and directors of
the Reporting Person have the sole power to vote and dispose of the Shares
each such person owns. Thermo Electron Corporation presently owns more
than 50% of the outstanding common stock of the Reporting Person and,
therefore, may be deemed to have the power to vote and dispose of the
Shares owned by the Reporting Person. However, Thermo Electron Corporation
and the Reporting Person disclaim the existence of a group between the two
entities for purposes of this Schedule 13D.
(c) On July 2, 1996, the Reporting Person converted $31,000,000
principal amount of the $39,000,000 remaining principal amount represented
by the Note into 2,629,346 Shares at a conversion price of $11.79. Other
than the preceding transaction, the Reporting Person has effected no
transactions with respect to the Shares during the past 60 days. To the
knowledge of the Reporting Person, the executive officers and directors of
the Reporting Person have effected no transactions with respect to the
Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 89531R101 13D Page 6 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Date: July 8, 1996 THERMOTREX CORPORATION
By: /s/ Jonathan W. Painter
-----------------------
Jonathan W. Painter
Treasurer
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CUSIP No. 89531R101 13D Page 7 of 8 Pages
APPENDIX A
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The following individuals are executive officers or directors of
ThermoTrex Corporation ("Trex"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of Trex is ThermoTrex
Corporation, 10455 Pacific Center Court, San Diego, California 92121.
Morton Collins: Director, Trex
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Mr. Collins is a General Partner of DSV Partners III, a venture
capital limited partnership and a General Partner of DSV Management, Ltd.,
which in turn is a General Partner of DSV Partners IV, a venture capital
limited partnership. His business address is DSV Partners IV, 221 Nassau
Street, Princeton, NJ 08542.
Peter O. Crisp: Director, Trex
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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.
Paul F. Ferrari: Director, Trex
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Mr. Ferrari has been a consultant to Thermo Electron Corporation since
January 1991. Mr. Ferrari was a Vice President of Thermo Electron
Corporation from 1988 until his retirement at the end of 1990, its
Secretary from 1981 to 1990 and its Treasurer from 1967 to 1988. His
business address is Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts 02254.
George N. Hatsopoulos: Director, Trex
----------------------
Dr. Hatsopoulos is the Chairman of the Board, President and Chief
Executive Officer of Thermo Electron Corporation. His business address is
Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts 02254.
Robert C. Howard: Director, Trex
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Mr. Howard is Executive Vice President of Thermo Electron Corporation.
His business address is 81 Wyman Street, Waltham, Massachusetts 02254.
Nicholas T. Zervas: Director, Trex
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Dr. Zervas has been Chief of Neurological Service at Massachusetts
General Hospital since 1977. His business address is Massachusetts General
Hospital, Neurosurgery Department, Boston, Massachusetts 02114.
John N. Hatsopoulos: Director, Vice President
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and Chief Financial Officer,
Trex
Gary S. Weinstein: Director, Chief Executive
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CUSIP No. 89531R101 13D Page 8 of 8 Pages
Officer and Chairman of the
Board, Trex
Firooz Rufeh: Director, President and Vice
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Chairman of the Board, Trex
Anthony J. Pelligrino: Senior Vice President, Trex
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Kenneth Y. Tang: Senior Vice President, Trex
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Hal Kirshner: President and Chief Executive
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Officer, Trex Medical
Corporation
Steven J. Kemper: Vice President, Trex
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Brett A. Spivey: Vice President, Trex
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Paul F. Kelleher: Controller and Chief
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Accounting Officer, Trex
AA961850047
