UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ThermoTrex Corporation
----------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883666-10-9
------------------
(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)
April 29, 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) [ ]
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
9,881,640
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
9,881,640
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,881,640
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
51.4%
14 TYPE OF REPORTING PERSON *
CO
PAGE
<PAGE>
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 4 to Schedule 13D amends and restates the entire text of
the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation relating to shares of common stock, par value $.01 per
share, of ThermoTrex Corporation.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of ThermoTrex Corporation (the "Issuer"). The
Issuer's principal executive offices are located at 10455 Pacific Center
Court, San Diego, California 92121.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person is filing this Amendment
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 February 1996, of more than one percent.
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 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.
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
PAGE
<PAGE>
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 has expended approximately $6,523,900 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
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 and in 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.
(a) The Reporting Person beneficially owns 9,881,640 Shares, or
approximately 51.4% of the outstanding Shares. To the knowledge of the
Reporting Person, the executive officers and directors of the Reporting
Person beneficially own an aggregate of 187,985 Shares or approximately
1.0% 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 139,900 Shares that such persons have the
right to acquire within 60 days. 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 4,500
Peter O. Crisp 43,165
Elias P. Gyftopoulos 4,500
George N. Hatsopoulos 48,476
PAGE
<PAGE>
John N. Hatsopoulos 23,844
Paul F. Kelleher 10,400
Frank Jungers 11,000
Robert A. McCabe 10,000
Frank E. Morris 4,500
Donald E. Noble 4,500
Hutham S. Olayan 4,500
Peter G. Pantazelos 7,800
William A. Rainville 2,700
Arvin H. Smith 2,700
Roger D. Wellington 4,500
John W. Wood, Jr. 900
All directors and current executive 187,985
officers as a group (16 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
current executive officers as a group include 4,500, 27,800, 4,500, 36,600,
21,000, 4,500, 1,800, 4,500, 4,500, 4,500, 4,500, 1,700, 10,400, 2,700,
4,500, 900 and 139,900 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 Person
are also directors or executive officers of the 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, except as follows: Shares beneficially owned by Mr.
Crisp include 1,921 Shares allocated to Mr. Crisp's account maintained
pursuant to the Issuer's deferred compensation plan for directors. Shares
beneficially owned by Dr. G. Hatsopoulos include 160 Shares held by his
spouse.
(c) The Reporting Person has effected the following transaction with
respect to the Shares during the past 60 days:
Date Amount Price Per Share Transfer Type
4/29/97 42,110 $18.22 Purchase on Open Market
PAGE
<PAGE>
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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Of the 9,881,640 Shares beneficially owned by the Reporting Person,
128,460 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 44,100 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: Dr. George N. Hatsopoulos has
the right to acquire 36,600 Shares within 60 days; Mr. John N. Hatsopoulos
has the right to acquire 21,000 Shares within 60 days; Mr. Peter O. Crisp
has the right to acquire 27,800 Shares within 60 days; and Mr. Paul F.
Kelleher has the right to acquire 10,400 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 Person (George N. Hatsopoulos, John N. Hatsopoulos, and
PAGE
<PAGE>
Peter O. Crisp). 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
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) Incentive Stock Option Plan of the Issuer (filed as Exhibit
10(k) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-40972] and incorporated herein by reference).
(ii) Nonqualified Stock Option Plan of the Issuer (filed as
Exhibit 10(i) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-40972] and incorporated herein by reference).
(iii) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10(j) to the Issuer's Registration Statement on Form S-1
[Reg. No. 33-40972] and incorporated herein by reference).
(iv) Directors' Stock Option Plan of the Issuer (filed as Exhibit
10.26 to the Issuer's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-10791] and incorporated herein by reference).
(v) Amended and Restated Directors' Stock Option Plan of the
Reporting Person (filed as Exhibit 10.25 to the Reporting Person's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 [File No.
1-8002] and incorporated herein by reference).
(vi) Thermo Electron Corporation-ThermoTrex Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.13 to the Reporting
Person's Annual Report on Form 10-K for the fiscal year ended December 29,
1990 [File No. 1-8002] and incorporated herein by reference).
(vii) Stock Holding Assistance Plan and Form of Promissory Note
(filed as Exhibit 10.36 to the Annual Report on Form 10-K of the Issuer for
the fiscal year ended September 28, 1996 [File No. 1-10791] and
incorporated herein by reference).
PAGE
<PAGE>
Signatures
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: June 13, 1997 THERMO ELECTRON CORPORATION
By: /s/Sandra L. Lambert
------------------------
Sandra L. Lambert
Secretary
PAGE
<PAGE>
APPENDIX A
----------
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
02254-9046.
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 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 N.W. 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 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
----------------
For more than 20 years, from 1959 to 1980, Mr. Noble served as the
Chief Executive Officer of Rubbermaid, Incorporated, first with the title
PAGE
<PAGE>
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, respectively.
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 business address is P.O. Box
8186, Longboat Key, Florida 34288.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief Executive
Officer,
Thermo Electron
John N. Hatsopoulos: President and Chief
--------------------
Financial Officer,
Thermo Electron
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
Paul F. Kelleher: Senior Vice President, Finance &
-----------------
Administration and Chief
Accounting Officer,
Thermo Electron
