UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Thermo Fibergen Inc.
-----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
88355U-10-9
------------------
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254-9046
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 3, 1997
-----------------------------------------------
(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).
PAGE
<PAGE>
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
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON *
CO
PAGE
<PAGE>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Fibertek Inc.
IRS No. 52-1762325
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 10,375,850
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
10,375,850
EACH
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,375,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
70.5%
14 TYPE OF REPORTING PERSON *
CO
PAGE
<PAGE>
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of Thermo Fibergen Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 8 Alfred Circle,
Bedford, Massachusetts 01730.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermo Fibertek Inc. ("Fibertek" and,
together with Thermo Electron, the "Reporting Persons"). The Reporting
Persons have previously reported information relating to the Shares on
Schedule 13G. Starting with this Amendment, the Reporting Persons are
reporting their ownership information with respect to the Issuer on
Schedule 13D.
The principal business address and principal office address of each of
Thermo Electron and Fibertek is 81 Wyman Street, Waltham, Massachusetts
02254-9046. The Reporting Persons are both Delaware corporations.
Thermo Electron develops, manufactures and markets environmental,
analytical and process control instruments, cogeneration and
alternative-energy power plants, low-emission combustion systems, paper and
waste-recycling equipment, and biomedical products. Thermo Electron also
provides a range of services including environmental remediation and
consulting, laboratory analysis, and metals fabrication and processing, as
well as research and product development in unconventional imaging,
adaptive optics, and direct energy conversion.
Fibertek develops, manufactures, and markets a range of equipment and
products for the domestic and international papermaking and paper recycling
industries, including de-inking systems, stock-preparation equipment,
water-management systems, and accessories.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Persons 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 Persons,
there is no person who may be deemed to be a controlling person of the
Reporting Persons (except that Thermo Electron may be deemed to control
Fibertek by virtue of its majority ownership).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been a party to a civil proceeding of a judicial
PAGE
<PAGE>
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 Persons have expended approximately $3,256,300 in
purchasing Shares of the Issuer on the open market since the date of the
Issuer's initial public offering in September, 1996.
Item 4. Purpose of Transaction
Fibertek may make additional 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. The
Reporting Persons may also make additional purchases of Shares or other
securities of the Issuer in such manner and in such amounts as they
determine to be appropriate for other purposes. In determining whether to
do so for other purposes, they will consider various relevant factors,
including their 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 Persons 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 and in Item 6, neither of the
Reporting Persons nor, to the Reporting Persons' knowledge, any of the
executive officers or directors of the Reporting Persons 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 Persons and such other persons do 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 Shares beneficially owned by the Reporting Persons consist of
10,375,850 Shares, or approximately 70.5% of the outstanding Shares, owned
by Fibertek. To the knowledge of the Reporting Persons, the executive
officers and directors of the Reporting Persons beneficially own an
aggregate of 196,990 Shares, or approximately 1.3% of the outstanding
Shares. To the knowledge of the Reporting Persons, the Shares beneficially
owned by all executive officers and directors of the Reporting Persons
include 166,500 Shares that such persons have the right to acquire within
60 days through the exercise of stock options. Ownership information for
each executive officer and director of the Reporting Persons who owns
Shares is set forth below.
Name Number of Shares(1)
---- -------------------
PAGE
<PAGE>
Jan-Eric Bergstedt 20,250
Peter O. Crisp 22,740
George N. Hatsopoulos 20,000
John N. Hatsopoulos 20,000
Edwin D. Healy 10,000
Frank Jungers 1,500
Paul F. Kelleher 5,000
Bruno Lamort de Gail 10,000
Donald E. Noble 3,000
Thomas M. O'Brien 10,000
Hutham S. Olayan 1,000
Peter G. Pantazelos 2,000
William A. Rainville 41,500
Edward J. Sindoni 10,000
Arvin H. Smith 10,000
John W. Wood, Jr. 10,000
All directors and current executive 196,990
officers as a group (22 persons)
________
(1) Shares reported as beneficially owned by Mr. Bergstedt, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Healy, Mr. Kelleher, Mr. Lamort de
Gail, Mr. O'Brien, Mr. Pantazelos, Mr. Rainville, Mr. Sindoni, Mr. Smith,
Mr. Wood and all directors and executive officers as a group include
19,500, 20,000, 20,000, 10,000, 5,000, 10,000, 10,000, 2,000, 40,000,
10,000, 10,000, 10,000 and 166,500 Shares, respectively, that such person
or members of the group have the right to acquire within 60 days.
While certain directors and executive officers of the Reporting Persons are
also directors and officers of the Issuer, all such persons disclaim
beneficial ownership of the Shares owned by the Reporting Persons.
(b) The Reporting Persons and the executive officers and directors of
the Reporting Persons have the sole power to vote and dispose of the Shares
each such person owns. Thermo Electron owns more than 50% of the
outstanding common stock of Fibertek and, therefore, may be deemed to have
the power to vote and dispose of the Shares owned by Fibertek. However,
Thermo Electron disclaims the existence of a group between itself and
Fibertek for purposes of this Schedule 13D. Mr. Crisp, Mr. Jungers, Mr.
Noble, Ms. Olayan, Mr. Rainville and all directors and current executive
officers as a group beneficially owned 13,370, 1,500, 3,000, 1,000, 1,500
and 20,370 redemption rights, respectively, issued by the Issuer. Each of
these rights, issued in a public offering in September, 1996, permits the
holder to sell one Share back to the Issuer at certain points in the future
at a price of $12.25 per Share. Shares beneficially owned by Mr. Bergstedt
include 750 redemption rights owned by his spouse.
PAGE
<PAGE>
(c) During the past 60 days, the Reporting Persons have effected the
following transaction with respect to the Shares:
Purchaser Date Amount Price Per Share Transfer Type
Thermo Fibertek 7/18/97 151,950 $9.63 Purchase from Thermo
Electron
To the knowledge of the Reporting Persons, no executive officer or director
of the Reporting Persons has effected any transactions in Shares in the
past 60 days.
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Fibertek has granted 170,500 options to acquire Shares of the Issuer
pursuant to its director and employee stock option plans. Thermo Electron
has granted 104,200 options to acquire Shares of the Issuer pursuant to its
director and employee stock option plans. The executive officers and
directors of the Reporting Persons have the right, pursuant to such
options, to acquire 81,500 Shares. In addition, the following executive
officers and directors of the Reporting Persons have the right to acquire
shares from the Issuer pursuant to the Issuer's director and employee stock
option plans: Dr. George N. Hatsopoulos has the right to acquire 20,000
Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire
20,000 Shares within 60 days; Mr. William A. Rainville has the right to
acquire 40,000 Shares within 60 days; and Mr. Paul F. Kelleher has the
right to acquire 5,000 Shares within 60 days.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) Equity Incentive Plan of the Issuer (filed as Exhibit 10.11
to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-07585] and
incorporated herein by reference).
(ii) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10.12 to the Issuer's Registration Statement on Form S-1
[Reg. No. 333-07585] and incorporated herein by reference).
(iii) Directors Stock Option Plan of the Issuer (filed as Exhibit
10.13 to the Issuer's Registration Statement on Form S-1 [Reg. No.
333-07585] and incorporated herein by reference).
(iv) Amended and Restated Directors Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to Thermo Electron's Annual Report on Form
PAGE
<PAGE>
10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(v) Thermo Electron Corporation-Thermo Fibergen Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.19 to Trex Medical
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 28, 1996 [File No. 1-11827] and incorporated herein by
reference).
(vi) Directors Stock Option Plan of Fibertek (filed as Exhibit
10.23 to Fibertek' Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-11406] and incorporated herein by reference).
(vii) Thermo Fibertek-Thermo Fibergen Nonqualified Stock Option
Plan (filed as Exhibit 10.25 to Fibertek's Annual Report on Form 10-K for
the fiscal year ended December 28, 1996.
PAGE
<PAGE>
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: _________, 1997 THERMO ELECTRON CORPORATION
By: /s/Melissa F. Riordan
---------------------------
Melissa F. Riordan
Treasurer
Date: _________, 1997 THERMO FIBERTEK INC.
By: /s/Melissa F. Riordan
---------------------------
Melissa F. Riordan
Treasurer
PAGE
<PAGE>
APPENDIX A
----------
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron") and/or its subsidiary
Thermo Fibertek Inc. ("Fibertek"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of each of Thermo Electron and
Fibertek is Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts 02254-9046.
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
---------------
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.
Elias P. Gyftopoulos: Director, Thermo Electron
---------------------
Dr. Gyftopoulos is Professor Emeritus of 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
-------------
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 NW Murray, Suite 242, Portland, Oregon 97229.
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 P.O. Box 825, 24 Sugarhouse Road, New London, New
Hampshire 03257.
PAGE
<PAGE>
Donald E. Noble: Director, Thermo Electron
----------------
Chairman of the Board and
Director, Fibertek
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.
Hutham S. Olayan: Director, Thermo Electron
-----------------
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 the President and Chief Executive Officer of
Wellington Consultants, Inc. and of Wellington Associates, Inc.,
international business consulting firms. His address is 5555 Gulf of
Mexico Drive, Longboat Key, Florida 34228.
Walter J. Bornhorst: Director, Fibertek
--------------------
Mr. Bornhorst is the Chairman of Z Corporation, a developer of rapid
prototyping equipment. His business address is Z Corporation, 35 Medford
Street, Suite 213, Somerville, Massachusetts 02143.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief
Executive Officer,
Thermo Electron
Director, Fibertek
John N. Hatsopoulos: President and Chief
--------------------
Financial Officer,
Thermo Electron
Director, Vice President and
Chief Financial Officer,
Fibertek
Peter G. Pantazelos: Executive Vice President,
--------------------
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
William A. Rainville: Senior Vice President,
---------------------
Thermo Electron
President, Chief Executive
Officer and Director, Fibertek
PAGE
<PAGE>
John W. Wood Jr.: Senior Vice President,
-----------------
Thermo Electron
Director, President and Chief
Executive Officer, Fibertek
Paul F. Kelleher: Senior Vice President, Finance
-----------------
& Administration and Chief
Accounting Officer,
Thermo Electron
Chief Accounting Officer,
Fibertek
Jan-Eric Bergstedt: Vice President, Fibertek
-------------------
Edwin D. Healy: Vice President, Fibertek
---------------
Bruno Lamort de Gail: Vice President, Fibertek
---------------------
Thomas M. O'Brien: Vice President, Finance,
------------------
Fibertek
Edward J. Sindoni: Vice President, Fibertek
------------------
AA972090006
