UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Thermo TerraTech Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883590101
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 13, 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 [ ]. (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. 883590101 13D Page 2 of 8 Pages
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*
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
14,304,687
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
14,304,687
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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CUSIP No. 883590101 13D Page 3 of 8 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,304,687
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.9%
14 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 883590101 13D Page 4 of 8 Pages
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.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person has previously reported
information relating to the Shares annually on amendments to the Reporting
Person's original Schedule 13G. Beginning with this Amendment, the
Reporting Person is reporting its ownership information with respect to the
Issuer on Schedule 13D.
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02254. The
Reporting Person is a Delaware corporation.
The Reporting Person is a manufacturer of environmental monitoring and
analysis instruments, biomedical products including heart-assist devices
and mammography systems, papermaking and recycling equipment, alternative-
energy systems, and other specialized products. The Reporting Person also
provides environmental and metallurgical services and conducts advanced
technology research and development.
Appendix A attached to this Amendment 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.
The Reporting Person acquired the 25,100 Shares described in Item 5(c)
for a total purchase price of $297,425.00, which purchase price was paid
out of the Reporting Person's working capital.
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CUSIP No. 883590101 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 14,304,687 Shares, or
approximately 80.9% of the outstanding Shares. Of the 14,304,687 Shares
beneficially owned by the Reporting Person, 159,729 Shares are issuable to
the Reporting Person if it elects to convert in full its subordinated
convertible debentures of the Issuer.
In addition, 174,250, 125,847 and 35,334 Shares (not included in the
amount shown in the above paragraph) are beneficially owned by Thermedics
Inc., Thermo Voltek Corp. and Thermo Power Corporation, respectively, which
are majority owned subsidiaries of the Reporting Person. Such Shares
represent 1.0%, .7% and .2%, respectively, of the outstanding Shares. All
of such Shares are issuable to the respective person if such person elects
to convert in full its subordinated convertible debentures of the Issuer.
To the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person beneficially own an aggregate of 308,689
Shares or approximately 1.7% of the outstanding Shares. To the knowledge
of the Reporting Person, the Shares beneficially owned by all executive
officers and directors of the Reporting Person include 186,600 Shares that
such persons have the right to acquire within 60 days.
(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. Thermedics Inc., Thermo Voltek Corp. and Thermo
Power Corporation are majority owned subsidiaries of Thermo Electron and,
therefore, may be deemed to have the power to vote and dispose of the
Shares owned by such entities. However, Thermo Electron disclaims the
existence of a group between itself and such entities for purposes of this
Schedule 13D.
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CUSIP No. 883590101 13D Page 6 of 8 Pages
(c) During the past 60 days, the Reporting Person effected the
following transaction:
Name Date Amount Price Transfer Type
---- ---- ------ ----- -------------
Thermo Electron 1/15/96 15,100 $11.75 Purchase on open market
Thermo Electron 1/23/96 5,000 $12.00 Purchase on open market
Thermo Electron 1/25/96 5,000 $12.00 Purchase on open market
To the knowledge of the Reporting Person, no executive officer or director
of the Reporting Person 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.
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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: February 13, 1996 THERMO ELECTRON CORPORATION
By: /s/Sandra L. Lambert
-------------------------
Sandra L. Lambert
Secretary
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CUSIP No. 883590101 13D Page 7 of 8 Pages
APPENDIX A
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The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron"). 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.
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
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Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is 30 Rockefeller Plaza, New
York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
---------------------
Dr. Gyftopoulos is the Ford Professor of Engineering at the
Massachusetts Institute of Technology. His business address is
Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts
Avenue, Cambridge, Massachusetts 02139.
Frank Jungers: Director, Thermo Electron
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Mr. Jungers is a consultant on business and energy matters. His
business address is 5584 S.E. Hillwood Circle, Milwaukie, Oregon 97267.
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 105 Walpole Street, Dover, Massachusetts 02030.
Donald E. Noble: Director, Thermo Electron
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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.
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CUSIP No. 883590101 13D Page 8 of 8 Pages
Hutham S. Olayan: Director, Thermo Electron
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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.
Roger D. Wellington: Director, Thermo Electron
--------------------
Mr. Wellington is a business consultant. His business address is 25
Hillside Road, Cumberland, Rhode Island 02864.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board, President and
Chief Executive Officer,
Thermo Electron
John N. Hatsopoulos: Executive Vice President
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and Chief Financial Officer,
Thermo Electron
Robert C. Howard: Executive Vice President,
-----------------
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
William A. Rainville: Senior Vice President,
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Thermo Electron
John W. Wood, Jr.: Senior Vice President,
-------------------
Thermo Electron
Paul F. Kelleher: Vice President, Finance
-----------------
and Chief Accounting Officer,
Thermo Electron
AA960430050
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