UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Thermo Optek Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883582-10-8
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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)
November 6, 1997
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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
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*
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
45,731,884
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
45,731,884
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,731,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
93.7%
14 TYPE OF REPORTING PERSON*
CO
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Thermo Electron Corporation hereby amends its statement on
Schedule 13D relating to the shares (the "Shares") of common
stock, par value $.01 per share, of Thermo Optek Corporation (the
"Issuer"), as set forth below.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as
follows:
This Amendment is being filed by Thermo Electron Corporation
(the "Reporting Person"), pursuant to Rule 13d-2, to reflect an
increase in the Reporting Person's holdings of the Issuer's
Shares since the Reporting Person's last filing on Schedule 13D,
in June 1997, of more than one percent. The Reporting Person
holds the Shares of the Issuer that are the subject of this
Amendment through one or more controlled subsidiaries. As of the
date of this Amendment, 44,999,950 Shares were held by Thermo
Instrument Systems Inc. ("Thermo Instrument"), a majority-owned
subsidiary of the Reporting Person.
The Reporting Person 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. The Reporting Person 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.
The principal business address and principal office address
of the Reporting Person, a Delaware corporation, is 81 Wyman
Street, Waltham, Massachusetts 02254-9046.
Appendix A attached to this Schedule 13D 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
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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.
Item 3 is hereby amended and restated in its entirety as
follows:
The Reporting Person has expended approximately $6,887,200
in purchasing Shares of the Issuer since the date of its last
filing on Schedule 13D. These funds were paid out of the
Reporting Person's working capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as
follows:
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 80%
ownership of the Issuer for tax consolidation purposes. The
Reporting Person may also make additional purchases of Shares or
other securities of the Issuer in such manner and in such amounts
as it determines to be appropriate 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 and Item 6, 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 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.
Items 5(a) - (c) are hereby amended and restated in their
entirety as follows:
(a) The Shares beneficially owned by the Reporting Person
include 731,934 Shares, or approximately 1.5% of the outstanding
Shares, owned directly by the Reporting Person, and 44,999,950
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Shares, or approximately 92.2% of the outstanding Shares, owned
by Thermo Instrument. To the knowledge of the Reporting Person,
the executive officers and directors of the Reporting Person
beneficially own an aggregate of 460,234 Shares, or approximately
0.9% 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 365,000 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 Person who owns
Shares is set forth below:
Name Number of Shares(1)
---- -------------------
John M. Albertine 1,000
Peter O. Crisp 1,000
Elias P. Gyftopoulos 1,000
George N. Hatsopoulos 110,000
John N. Hatsopoulos 130,000
Frank Jungers 11,000
Paul F. Kelleher 6,000
Robert A. McCabe 59,734
Frank E. Morris 1,000
Donald E. Noble 1,000
Hutham S. Olayan 1,000
Peter G. Pantazelos 8,500
William A. Rainville 15,000
Arvin H. Smith 98,000
Roger D. Wellington 1,000
John W. Wood Jr. 15,000
All directors and current executive 460,234
officers as a group (17 persons)
____________
(1) Shares reported as beneficially owned by Dr. Albertine, Mr.
Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos,
Mr. Jungers, Mr. Kelleher, Mr. McCabe, Dr. Morris, Mr. Noble, Ms.
Olayan, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington,
Mr. Wood and all directors and executive officers as a group
include 1,000, 1,000, 1,000, 90,000, 90,000, 1,000, 6,000,
45,000, 1,000, 1,000, 1,000, 6,000, 15,000, 90,000, 1,000,
15,000 and 365,000 Shares, respectively, that such person or
member of the group has the right to acquire within 60 days.
While certain directors and executive officers of the
Reporting Person are also directors and executive officers of the
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Issuer, all such persons disclaim beneficial ownership of the
Shares owned by the Reporting Person.
(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. Shares beneficially
owned by Mr. Robert A. McCabe include 6,734 Shares issuable upon
conversion of $100,000 in principal amount of the 5% convertible
subordinated debentures due 2000 issued by the Issuer. Shares
beneficially owned by Ms. Hutham S. Olayan do not include 20,000
Shares owned by Crescent Growth Fund, Ltd., which is indirectly
controlled by Mr. Suliman S. Olayan, Ms. Olayan's father. Ms.
Olayan disclaims beneficial ownership of the Shares owned by
Crescent Growth Fund, Ltd.
(c) The Reporting Person has effected the following
transactions with respect to the securities of the Issuer during
the past 60 days: On October 29, 1997, the Reporting Person sold
$2,000,000 principal amount of the Issuer's 5% Convertible
Subordinated Debentures due 2000 (the "Debentures") in a private
transaction for total proceeds of $2,405,000. On November 6,
1997, the Reporting Person sold its remaining interest in the
Debentures, or $8,000,000 principal amount, in a private
transaction for total proceeds of $9,025,200. To the knowledge
of the Reporting Person, no executive officer or director of the
Reporting Person has effected any transactions in Shares of the
Issuer in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
The first paragraph of Item 6 is hereby amended and restated
in its entirety as follows:
Of the 45,731,884 Shares beneficially owned by the Reporting
Person, 191,849 Shares are subject to options to acquire such
Shares granted by the Reporting Person pursuant to its director
and employee stock option plans. The executive officers and
directors of the Reporting Person have the right, pursuant to
such options, to acquire 44,000 Shares. In addition, the
following executive officers and directors of the Reporting
Person have the right to acquire Shares from the Issuer pursuant
to the Issuer's director and employee stock option plans:
George N. Hatsopoulos has the right to acquire 90,000 Shares
within 60 days; John N. Hatsopoulos has the right to acquire
90,000 Shares within 60 days; Robert A. McCabe has the right to
acquire 45,000 Shares within 60 days; Arvin H. Smith has the
right to acquire 90,000 Shares within 60 days; and Paul F.
Kelleher has the right to acquire 6,000 Shares within 60 days.
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Signature
After reasonable inquiry and to the best of its knowledge
and belief, the Reporting Person certifies that the information
set forth in this statement is true, complete and correct.
Date: December 19, 1997 THERMO ELECTRON CORPORATION
By:/s/ Sandra L. Lambert
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Sandra L. Lambert
Secretary
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Appendix A is hereby amended and restated in its entirety as
follows:
APPENDIX A
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The following individuals are executive officers or
directors of the Reporting Person. Unless otherwise noted, all
such individuals are citizens of the United States. Unless
otherwise noted, the business address of each executive officer
of the Reporting Person is 81 Wyman Street, Waltham,
Massachusetts 02254-9046.
John M. Albertine: Director, Thermo Electron
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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 was, until August 1997, a General Partner of
Venrock Associates, a venture capital investment firm. His
address is 103 Horseshoe Road, Mill Neck, New York 11765-1005.
Elias P. Gyftopoulos: Director, Thermo Electron
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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
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Mr. Jungers is a consultant on business and energy matters.
His business address is 822 N.W. Murray, Suite 242, Portland,
Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
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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
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Dr. Morris served as President of the Federal Reserve Bank
of Boston from 1968 until he retired in 1988. Dr. Morris also
served as the Peter Drucker Professor of Management at Boston
College from 1989 to 1994. His residential address is P.O. Box
825, 24 Sugarhouse Road, New London, New Hampshire 03257.
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.
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.
Richard F. Syron: Director, Thermo Electron
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Mr. Syron has served as the Chairman and Chief Executive
Officer of the American Stock Exchange since 1994. Mr. Syron was
President and Chief Executive Officer of the Federal Reserve Bank
of Boston from 1989 to 1994. His business address is 86 Trinity
Place, New York, New York 10006.
Roger D. Wellington: Director, Thermo Electron
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Mr. Wellington is a business consultant. His address is
P.O. Box 8186, Longboat Key, Florida 34228.
George N. Hatsopoulos: Director, Chairman of the
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Board and Chief Executive
Officer, Thermo Electron
John N. Hatsopoulos: Director, President and
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Chief Financial Officer,
Thermo Electron
Arvin H. Smith: Executive Vice President
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Thermo Electron
Paul F. Kelleher: Senior Vice President,
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Finance and
Administration
and Chief Accounting
Officer, Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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Corporate Development,
Thermo Electron
William A. Rainville: Senior Vice President,
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Thermo Electron
John W. Wood Jr.: Senior Vice President,
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Thermo Electron
