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 No. 2 restates the original
Schedule 13G to which it relates)
Thermo Instrument Systems Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
883559106
--------------------------------
(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. 883559106 13G Page 2 of 7 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
5 SOLE VOTING POWER
NUMBER OF
44,343,870 (including 300,150 shares issuable upon
SHARES conversion by Thermo Electron Corporation of a 7%
Subordinated Convertible Note due 1996 and 4,409,449
BENEFICIALLY shares issuable upon conversion by Thermo Electron
Corporation of a 3 3/4% Senior Convertible Note due
OWNED BY 2000)
EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON WITH
7 SOLE DISPOSITIVE POWER
44,343,870 (including 300,150 shares issuable upon
conversion by Thermo Electron Corporation of a 7%
Subordinated Convertible Note due 1996 and 4,409,449
shares issuable upon conversion by Thermo Electron
Corporation of a 3 3/4% Senior Convertible Note due
2000)
8 SHARED DISPOSITIVE POWER
0
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CUSIP No. 883559106 13G Page 3 of 7 Pages
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,343,870 (including 300,150 shares issuable upon
conversion by Thermo Electron Corporation of a 7%
Subordinated Convertible Note due 1996 and 4,409,449
shares issuable upon conversion by Thermo Electron
Corporation of a 3 3/4% Senior Convertible Note due
2000)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
85.0%
12 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 883559106 13G Page 4 of 7 Pages
Item 1:
- -------
(a) Name Of Issuer:
---------------
Thermo Instrument Systems Inc., a Delaware 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 504
Airport Road, Santa Fe, New Mexico 87504-2108.
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 883559106.
Item 3: If This Statement Is Filed Pursuant To Rule 13d-1(b), Or 13d-2(b),
- -------
Check Whether The Person Filing Is A:
-------------------------------
Not applicable; filed pursuant to Rule 13d-1(c).
Item 4: Ownership
- ------- ---------
(a) Amount Beneficially Owned:
--------------------------
44,343,870 shares (including 300,150 shares issuable upon conversion
by Thermo Electron Corporation of a 7% Subordinated Convertible Note
due 1996 and 4,409,449 shares issuable upon conversion by Thermo
Electron Corporation of a 3 3/4% Senior Convertible Note due 2000).
CUSIP No. 883559106 13G Page 5 of 7 Pages
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(b) Percent of Class:
-----------------
85.0%
(c) Number Of Shares As To Which Such Person Has:
---------------------------------------------
(i) sole power to vote or to direct the vote:
44,343,870 shares (including 300,150 shares issuable upon
conversion by Thermo Electron Corporation of a 7%
Subordinated Convertible Note due 1996 and 4,409,449 shares
issuable upon conversion by Thermo Electron Corporation of a
3 3/4% Senior Convertible Note due 2000).
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
44,343,870 shares (including 300,150 shares issuable upon
conversion by Thermo Electron Corporation of a 7%
Subordinated Convertible Note due 1996 and 4,409,449 shares
issuable upon conversion by Thermo Electron Corporation of a
3 3/4% Senior Convertible Note due 2000).
(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:
- ------- ----------------------------------------------------------------
er 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
CUSIP No. 883559106 13G Page 6 of 7 Pages
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Signature:
----------
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
-------------------------------
Sandra L. Lambert, Secretary
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CUSIP No. 883559106 13G Page 7 of 7 Pages
Exhibit to Item 7
- -----------------
All of the shares of common stock of the Company reported in this statement
are owned indirectly through The Thermo Electron Companies Inc., a Wisconsin