THIS DOCUMENT IS A COPY OF AMENDMENT NO. 2 TO SCHEDULE 13G, FILED WITH
RESPECT TO THERMO INSTRUMENT SYSTEMS INC. (CUSIP NO. 883559106) BY THERMO
ELECTRON CORPORATION ON FEBRUARY 14, 1995.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Pursuant to Rule 101(a)(2)(ii) of Regulation S-T,
this amendment restates the original
Schedule 13G to which it relates)
Thermedics Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
883901100
--------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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. 883901100 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SOLE VOTING POWER
SHARES 5 16,866,262
BENEFICIALLY In addition 222,937, 62,380, 88,292 shares are
beneficially owned by Thermo Instrument Systems Inc.,
OWNED Thermo Process Systems Inc. and Thermo Power
Corporation, respectively, which are 84%, 81% and 60%
BY EACH owned subsidiaries, respectively, of the Reporting
Person.
REPORTING
PERSON WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
16,866,262
In addition 222,937, 62,380, 88,292 shares are
beneficially owned by Thermo Instrument Systems Inc.,
Thermo Process Systems Inc. and Thermo Power
Corporation, respectively, which are 84%, 81% and 60%
owned subsidiaries, respectively, of the Reporting
Person.
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CUSIP No. 883901100 13G Page 3 of 8 Pages
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,866,262
In addition 222,937, 62,380, 88,292 shares are
beneficially owned by Thermo Instrument Systems Inc.,
Thermo Process Systems Inc. and Thermo Power
Corporation, respectively, which are 84%, 81% and 60%
owned subsidiaries, respectively, of the Reporting
Person.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
50.6%
In addition, the shares beneficially owned by Thermo
Instrument Systems Inc., Thermo Process Systems Inc.
and Thermo Power Corporation represent .7%, .2%, and
.3%, respectively, of the class.
12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 883901100 13G Page 4 of 8 Pages
Item 1:
-------
(a) Name Of Issuer:
Thermedics Inc., a Massachusetts corporation (the "Company").
(b) Address Of Issuer's Principal Executive Office:
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The principal executive office of the Company is located at 470
Wildwood Street, Woburn, MA 01888.
Item 2:
-------
(a) Name Of Person Filing:
----------------------
This statement is filed by Thermo Electron Corporation, a
Delaware corporation.
(b) Address Of Principal Business Office:
-------------------------------------
The executive offices of Thermo Electron Corporation are located
at 81 Wyman Street, Waltham, Massachusetts 02254.
(c) Citizenship:
------------
Thermo Electron Corporation is a Delaware corporation.
(d) Title Of Class Of Securities:
-----------------------------
This statement relates to the Company's Common Stock, $.10 par
value per share.
(e) CUSIP Number:
-------------
The CUSIP number for the Company's Common Stock is 883901100.
Item 3: If This Statement Is Filed Pursuant To Rule 13d-1(b), Or
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13d-2(b), Check Whether The Person Filing Is A:
-----------------------------------------------
Not applicable; filed pursuant to Rule 13d-1(c).
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CUSIP No. 883901100 13G Page 5 of 8 Pages
Item 4: Ownership
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(a) Amount Beneficially Owned:
--------------------------
16,886,262 shares (which includes 27,831 shares issuable upon
conversion by Thermo Electron Corporation of a 6 1/2% Convertible
Subordinated Debenture due 1998 of the Company). In addition,
222,937, 62,380, and 82,292 shares are beneficially owned by
Thermo Instrument Systems Inc., Thermo Process Systems Inc. and
Thermo Power Corporation, respectively, which are 84%, 81% and
60% owned subsidiaries, respectively, of the Reporting Person.
All of such shares are issuable upon conversion by such
subsidiaries of 6 1/2% Convertible Subordinated Debentures due
1998 of the Company.
(b) Percent of Class:
-----------------
50.6%
In addition, the shares beneficially owned by Thermo Instrument
Systems Inc., Thermo Process Systems Inc. and Thermo Power
Corporation represent .7%, .2% and .3%, respectively, of the
class.
(c) Number Of Shares As To Which Such Person Has:
---------------------------------------------
(i) sole power to vote or to direct the vote:
16,886,262 shares (which includes 27,831 shares
issuable upon conversion by Thermo Electron Corporation
of a 6 1/2% Convertible Subordinated Debenture due 1998
of the Company). In addition, 222,937, 62,380, and
82,292 shares are beneficially owned by Thermo
Instrument Systems Inc., Thermo Process Systems Inc.
and Thermo Power Corporation, respectively, which are
84%, 81% and 60% owned subsidiaries, respectively, of
the Reporting Person. All of such shares are issuable
upon conversion by such subsidiaries of 6 1/2%
Convertible Subordinated Debentures due 1998 of the
Company.
(ii) shared power to vote or to direct the vote:
None
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CUSIP No. 883901100 13G Page 6 of 8 Pages
(iii) sole power to dispose or to direct the disposition of:
16,886,262 shares (which includes 27,831 shares
issuable upon conversion by Thermo Electron Corporation
of a 6 1/2% Convertible Subordinated Debenture due 1998
of the Company). In addition, 222,937, 62,380, and
82,292 shares are beneficially owned by Thermo
Instrument Systems Inc., Thermo Process Systems Inc.
and Thermo Power Corporation, respectively, which are
84%, 81% and 60% owned subsidiaries, respectively, of
the Reporting Person. All of such shares are issuable
upon conversion by such subsidiaries of 6 1/2%
Convertible Subordinated Debentures due 1998 of the
Company.
(iv) shared power to dispose or to direct the disposition
of:
None
Item 5: Ownership Of Five Percent Or Less Of A Class:
------- ---------------------------------------------
Not applicable
Item 6: Ownership Of More Than Five Percent On Behalf Of Another Person:
------- ----------------------------------------------------------------
None
Item 7: Identification And Classification Of The Subsidiary Which
-------
Acquired The Security Being Reported On By The Parent Holding
Company:
--------
See attached Exhibit
Item 8: Identification And Classification Of Members Of The Group:
------- ----------------------------------------------------------
Not applicable
Item 9: Notice Of Dissolution Of Group:
------- -------------------------------
Not applicable
Item 10: Certification:
-------- --------------
Not applicable
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CUSIP No. 883901100 13G Page 7 of 8 Pages
Signature:
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 14, 1995
--------------------------------
Date
THERMO ELECTRON CORPORATION
By /s/ Sandra L. Lambert
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Sandra L. Lambert, Secretary
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CUSIP No. 883901100 13G Page 8 of 8 Pages
Exhibit to Item 7
-----------------
16,886,262 shares (which includes 27,831 shares issuable upon
conversion by Thermo Electron Corporation of a 6 1/2% Convertible
Subordinated Debenture due 1998 of the Company) of common stock of the
Company reported in this statement as beneficially owned by Thermo Electron
Corporation are owned indirectly through The Thermo Electron Companies
Inc., a Wisconsin corporation and a wholly owned subsidiary of Thermo
