UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ThermoTrex Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
883666-10-9
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254-9046
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 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 [ ].
* 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
Anthony J. Pellegrino
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
796,613
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,408
9 SOLE DISPOSITIVE POWER
EACH
796,613
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 10,408
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
807,021
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.2%
14 TYPE OF REPORTING PERSON *
IN
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The Reporting Person hereby amends his statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $0.01 per
share (the "Common Stock"), of ThermoTrex Corporation (the "Issuer"), as
set forth below.
This Amendment No. 1 to Schedule 13D is filed by the Reporting Person
to reflect his present ownership of less than five percent of the
outstanding shares of Common Stock of the Issuer. Accordingly, unless and
until the Reporting Person's ownership increases to more than five percent
of the Common Stock of the Issuer, the Reporting Person is no longer
subject to the reporting requirements of Schedule 13D with respect to his
ownership of the Issuer's Common Stock.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of ThermoTrex Corporation (the "Issuer"). The
Issuer's principal executive offices are located at 10455 Pacific Center
Court, San Diego, California 92121.
Item 2. Identity and Background.
(a) This Amendment is being filed by Anthony J. Pellegrino (the
"Reporting Person").
(b) The Reporting Person's residence address is 23 Sunswept Drive,
New Fairfield, Connecticut 06812.
(c) The Reporting Person's present principal occupation is Chairman
of the Board and Chief Executive Officer, LORAD Corporation, 36 Apple Ridge
Road, Danbury, Connecticut 06810. LORAD Corporation ("LORAD") is a
wholly-owned subsidiary of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction
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Except as set forth in Item 6 with respect to certain stock options
owned by the Reporting Person, the Reporting Person has no 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.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 807,021 Shares (including
134,500 Shares that the Reporting Person has the right to acquire through
the exercise of stock options), or approximately 4.2% of the outstanding
Shares.
(b) The Reporting Person has the sole power to vote and dispose of
the Shares owned by him, except as follows: 10,408 Shares are held in a
trust of which the Reporting Person's spouse is the trustee for the benefit
of the Reporting Person's minor child.
(c) The Reporting Person has effected no transactions with respect to
the Shares during the past 60 days.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the outstanding Shares of the Issuer on February 23,
1996.
Item 6. Contracts, Arrangement, Understandings or Relationships with
respect to Securities of the Issuer.
The Reporting Person was the principal shareholder of LORAD and
acquired 1,214,713 Shares in exchange for his shares of LORAD pursuant to
an Agreement and Plan of Merger by and among the Issuer, LORAD, TTC-Lorad
Acquisition Corp., the Reporting Person and others, dated as of November
16, 1992 (the "Merger Agreement"). In connection with the transactions
represented by the Merger Agreement, the Reporting Person also was granted
an option to acquire 112,500 Shares at an exercise price of $9.57 per
Share. Share numbers and prices set forth in this Amendment have been
revised to reflect a 3 for 2 stock split of the Issuer's Common Stock
effected on October 20, 1993. The Reporting Person was also granted an
option to purchase 22,000 Shares at an exercise price of $15.45 per Share
on December 21, 1993 pursuant to the Issuer's Nonqualified Stock Option
Plan.
Item 7. Material to be Filed as Exhibits.
(a) Agreement and Plan of Merger by and among the Issuer, LORAD,
TTC-Lorad Acquisition Corp., the Reporting Person and others (filed as
Exhibit 2.1 to the Issuer's Current Report on Form 8-K dated November 17,
1992 [File No. 1-10791] and incorporated herein by reference).
(b) Stock Option Agreement between the Reporting Person and the
Issuer dated November 16, 1992 (filed as Exhibit (n) to the Issuer's Annual
Report on Form 10-K for the fiscal year ended January 2, 1993 [File No.
1-10791] and incorporated herein by reference).
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(c) 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).
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Signatures
After reasonable inquiry and to the best of his knowledge and belief,
the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
Date: September 15, 1997 /s/ Anthony J. Pellegrino
_____________________
Anthony J. Pellegrino
