UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Thermo Voltek Corp.
----------------------------
(Name of Issuer)
Common Stock, par value $.05 per share
------------------------------------------------------------
(Title of Class of Securities)
883602-10-4
------------------
(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)
June 17, 1996
-----------------------------------------------------------
(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
228,200
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 228,200
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.5%
14 TYPE OF REPORTING PERSON *
CO
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermedics Inc.
IRS No. 04-2788806
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
Commonwealth of Massachusetts
7 SOLE VOTING POWER
NUMBER OF 7,916,424
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
7,916,424
EACH
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,916,424
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
67.7%
14 TYPE OF REPORTING PERSON *
CO
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 11 to Schedule 13D amends and restates the entire text
of the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation and its subsidiary Thermedics Inc. relating to shares
of common stock, par value $.05 per share, of Thermo Voltek Corp.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.05 per share, of Thermo Voltek Corp. (the "Issuer"). The
Issuer's principal executive offices are located at 470 Wildwood Street,
Woburn, Massachusetts 01888.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermedics Inc. ("Thermedics" and, together
with Thermo Electron, the "Reporting Persons"). The Reporting Persons are
filing this Amendment pursuant to Rule 13d-2 to reflect an increase in the
Reporting Persons' holdings of the Issuer's Shares since the Reporting
Persons' last filing on Schedule 13D, in February 1996, of more than one
percent.
The principal business address and principal office address of Thermo
Electron, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02254-9046 and the principal business address and principal
office address of Thermedics, a Massachusetts corporation, is 470 Wildwood
Street, Woburn, Massachusetts 01888.
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.
Thermedics develops, manufactures, and markets product quality
assurance systems, precision weighing and inspection equipment,
electrochemistry and microweighing products, electronic test instruments,
explosives-detection devices, and moisture analysis systems, as well as
implantable heart-assist devices and other biomedical products.
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
Thermedics by virtue of its majority ownership).
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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
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 $11,509,100 in
purchasing Shares of the Issuer since the date of their last filing on
Schedule 13D. These funds were paid out of the Reporting Persons' working
capital.
Item 4. Purpose of Transaction
Thermedics 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 include
7,916,424 Shares, or approximately 67.7% of the outstanding Shares, owned
by Thermedics, and 228,200 Shares, or approximately 2.5% of the outstanding
Shares, owned by Thermo Electron. Of the 7,916,424 Shares beneficially
owned by Thermedics, 2,465,089 Shares are issuable to Thermedics if it
elects to convert in full its subordinated convertible debentures of the
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Issuer. To the knowledge of the Reporting Persons, the executive officers
and directors of the Reporting Persons beneficially own an aggregate of
133,887 Shares or approximately 1.5% 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 105,298
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)
---- -------------------
John M. Albertine 1,500
Peter O. Crisp 2,250
Paul F. Ferrari 5,998
Elias P. Gyftopoulos 3,750
John N. Hatsopoulos 7,668
Frank Jungers 6,000
Robert A. McCabe 3,300
Frank E. Morris 1,500
Donald E. Noble 1,500
Hutham S. Olayan 1,500
Roger D. Wellington 1,500
John W. Wood, Jr. 95,171
Nicholas T. Zervas 2,250
All directors and current executive 133,887
officers as a group (23 persons)
________
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Mr.
Ferrari, Dr. Gyftopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. McCabe, Dr.
Morris, Mr. Noble, Ms. Olayan, Mr. Wellington, Mr. Wood, Dr. Zervas and all
directors and executive officers as a group include 1,500, 2,250, 5,998,
3,750, 7,498, 1,500, 1,500, 1,500, 1,500, 1,500, 1,500, 78,450, 2,250 and
105,298 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 Thermedics and, therefore, may be deemed to
have the power to vote and dispose of the Shares owned by Thermedics.
However, Thermo Electron disclaims the existence of a group between itself
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and Thermedics for purposes of this Schedule 13D. Shares beneficially
owned by Ms. Hutham Olayan do not include 10,000 Shares owned by Crescent
Growth Fund, Ltd., a member of the Olayan Group. Crescent Growth Fund,
Ltd. 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) During the past 60 days, the Reporting Persons effected the
following transactions with respect to the Shares:
Purchaser Date Amount Price Per Share Transfer Type
Thermedics 3/17/97 400 $10.38 Purchase on Open Market
Thermedics 3/19/97 3,300 $10.50 Purchase on Open Market
Thermedics 3/24/97 5,800 $10.38 Purchase on Open Market
Thermedics 3/25/97 12,500 $10.25 Purchase on Open Market
Thermedics 3/26/97 5,800 $10.25 Purchase on Open Market
Thermedics 3/27/97 15,800 $10.25 Purchase on Open Market
Thermedics 3/31/97 22,500 $ 9.13 Purchase on Open Market
Thermedics 4/1/97 21,700 $ 9.25 Purchase on Open Market
Thermedics 4/2/97 3,300 $ 9.38 Purchase on Open Market
Thermedics 4/2/97 2,900 $ 9.50 Purchase on Open Market
Thermedics 4/3/97 6,200 $ 9.38 Purchase on Open Market
Thermedics 4/4/97 700 $ 9.25 Purchase on Open Market
Thermedics 4/4/97 5,500 $ 9.38 Purchase on Open Market
Thermedics 4/7/97 15,800 $ 9.25 Purchase on Open Market
Thermedics 4/8/97 4,800 $ 9.13 Purchase on Open Market
Thermedics 4/9/97 11,500 $ 9.25 Purchase on Open Market
Thermedics 4/10/97 2,800 $ 9.19 Purchase on Open Market
Thermedics 4/11/97 12,300 $ 9.13 Purchase on Open Market
Thermedics 4/14/97 16,000 $ 9.00 Purchase on Open Market
Thermo Electron 4/17/97 100,000 $ 8.00 Purchase on Open Market
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.
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Of the 7,916,424 Shares beneficially owned by Thermedics, (i)
2,465,089 Shares are issuable to Thermedics if it elects to convert in full
its subordinated convertible debentures of the Issuer and (ii) 6,750 Shares
are subject to options to acquire such Shares granted by Thermedics
pursuant to its director and employee stock option plans. Of the 228,200
Shares beneficially owned by Thermo Electron, 31,496 Shares are subject to
options to acquire such Shares granted by Thermo Electron 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 17,250 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: Mr. Elias P. Gyftopoulos has the right to acquire 3,750
Shares within 60 days; Mr. Paul F. Ferrari has the right to acquire 3,748
Shares within 60 days; and Mr. John W. Wood, Jr. has the right to acquire
80,550 Shares within 60 days.
During 1996, the Human Resources Committee of the Board of Directors
of the Issuer (the "Committee") established a stock holding policy for
executive officers of the Issuer. The stock holding policy specifies an
appropriate level of ownership of the Issuer's Common Stock as a multiple
of the officer's compensation. For the chief executive officer, the
multiple is one times his base salary and reference bonus for the calendar
year. For all other officers, the multiple is one times the officer's base
salary.
In order to assist officers in complying with the policy, the
Committee also adopted a stock holding assistance plan under which the
Issuer is authorized to make interest-free loans to officers to enable them
to purchase shares of the Common Stock in the open market. The loans are
required to be repaid upon the earlier of demand or the fifth anniversary
of the date of the loan, unless otherwise authorized by the Committee.
The Committee also adopted a policy requiring its executive officers
to hold shares of the Issuer's Common Stock acquired upon the exercise of
stock options granted by the Issuer. Under this policy, executive officers
are required to hold one-half of their net option exercises over a period
of five years. The net option exercise is determined by calculating the
number of shares acquired upon exercise of a stock option, after deducting
the number of shares that could have been traded to exercise the option and
the number of shares that could have been surrendered to satisfy tax
withholding obligations attributable to the exercise of the options.
During 1996, the Committee also established a stock holding policy for
directors, including persons who are also directors or executive officers
of the Reporting Persons (John W. Wood, Jr., John N. Hatsopoulos, and Elias
P. Gyftopoulos). The stock holding policy requires each director to hold a
minimum of 1,000 shares of Common Stock.
In addition, the Committee adopted a policy requiring directors to
hold shares of the Issuer's Common Stock equal to one-half of their net
option exercises over a period of five years. The net option exercise is
determined by calculating the number of shares acquired upon exercise of a
stock option, after deducting the number of shares that could have been
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traded to exercise the option and the number of shares that could have been
surrendered to satisfy tax withholding obligations attributable to the
exercise of the option.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) Agreement between the Issuer and Thermedics dated June 5,
1992 for Purchase of Note (filed as Exhibit 4 to the Issuer's Current
Report on Form 8-K dated June 5, 1992 [File No. 1-10574] and incorporated
herein by reference).
(ii) Agreement between the Issuer and Thermedics dated August 2,
1993 for Purchase of Note (filed as Exhibit 4.1 to the Issuer's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1993 [File No. 1-10574]
and incorporated herein by reference).
(iii) 1985 Stock Option Plan of the Issuer (filed as Exhibit 10.14
to the Issuer's Annual Report on Form 10-K for the fiscal year ended June
30, 1985 [File No. 0-8245] and incorporated herein by reference).
(iv) 1990 Stock Option Plan, as amended, of the Issuer (filed as
Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended July 2, 1994 [File No. 1-10574] and incorporated herein by
reference).
(v) Equity Incentive Plan of the Issuer (filed as Exhibit 10.49
to the Issuer's Annual Report on Form 10-K for the year ended December 31,
1994 [File No. 1-11406] and incorporated herein by reference).
(vi) Directors Stock Option Plan of the Issuer (filed as Exhibit
10.23 to the Issuer's Annual Report on Form 10-K for the year ended
December 31, 1994 [File No. 1-11406] and incorporated herein by reference).
(vii) Amended and Restated Directors Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(viii) Thermo Electron Corporation-Thermo Voltek Corp. Nonqualified
Stock Option Plan (filed as Exhibit 10.17 to Thermo Electron's Annual
Report on Form 10-K for the fiscal year ended January 2, 1993 [File No.
1-8002] and incorporated herein by reference).
(ix) Directors Stock Option Plan of Thermedics (filed as Exhibit
10.20 to Thermedics' Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-9567] and incorporated herein by reference).
(x) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.24 to the Annual Report on Form 10-K
of the Issuer for the fiscal year ended December 28, 1996 [File No.
1-10574] and incorporated herein by reference).
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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: June 13, 1997 THERMO ELECTRON CORPORATION
By: /s/Sandra L. Lambert
--------------------------
Sandra L. Lambert
Secretary
Date: June 13, 1997 THERMEDICS INC.
By: /s/Sandra L. Lambert
--------------------------
Sandra L. Lambert
Secretary
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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: June 13, 1997 THERMO ELECTRON CORPORATION
By: /s/ Sandra L. Lambert
---------------------------
Sandra L. Lambert
Secretary
Date: June 13, 1997 THERMEDICS INC.
By: /s/ Sandra L. Lambert
---------------------------
Sandra L. Lambert
Secretary
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APPENDIX A
----------
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron") and/or its subsidiary
Thermedics Inc. ("Thermedics"). 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 02254-9046
and the business address of each executive officer of Thermedics is
Thermedics Inc., 470 Wildwood Street, Woburn, Massachusetts 01888.
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
---------------
Director, Thermedics
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.
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Donald E. Noble: Director, Thermo Electron
----------------
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.
Paul F. Ferrari: Director, Thermedics
----------------
Mr. Ferrari has been a consultant to Thermo Electron since January
1991. Mr. Ferrari was a Vice President of Thermo Electron from 1988 until
his retirement at the end of 1990, its Secretary from 1981 to 1990 and its
Treasurer from 1967 to 1988. He served as Thermedics' Clerk from 1983 to
1990 and its Treasurer from 1983 to 1988. His address is 8145 S. E.
Woodlake Lane, Hobe Sound, Florida 33455.
Robert C. Howard: Director, Thermedics
-----------------
Mr. Howard has been a Director of Thermedics since 1983. Mr. Howard
was an Executive Vice President of Thermo Electron from 1986 until his
retirement in January, 1997. His business address is Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046.
Nicholas T. Zervas: Director, Thermedics
-------------------
Dr. Zervas has been Chief of Neurological Service, Massachusetts
General Hospital, since 1977. His business address is Massachusetts
General Hospital, Neurosurgery Department, Boston, Massachusetts 02114.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief
Executive Officer,
Thermo Electron
Director, Thermedics
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John N. Hatsopoulos: President and Chief
--------------------
Financial Officer,
Thermo Electron
Director, Chairman of the
Board, Vice President and
Chief Financial Officer,
Thermedics
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
John W. Wood, Jr.: Senior Vice President,
------------------
Thermo Electron
Director, President and Chief
Executive Officer, Thermedics
Paul F. Kelleher: Senior Vice President, Finance
-----------------
& Administration and Chief
Accounting Officer,
Thermo Electron
Chief Accounting Officer,
Thermedics
John T. Keiser: Director and Senior Vice
---------------
President,
Thermedics
Victor L. Poirier: Senior Vice President,
------------------
Thermedics
Jeffrey J. Langan: Vice President,
------------------
Thermedics
David H. Fine: Vice President, Thermedics
--------------
