UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ThermoTrex Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883666-10-9
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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)
August 8, 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) [ ]
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
10,568,510
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,568,510
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,568,510
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.9%
14 TYPE OF REPORTING PERSON *
CO
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Thermo Electron Corporation (the "Reporting Person") hereby
amends its statement on Schedule 13D relating to the shares (the
"Shares") of common stock, $.01 par value per share, of
ThermoTrex Corporation (the "Issuer"), as set forth below.
Item 2. Identity and Background.
The first paragraph of Item 2 is hereby amended and restated
in its entirety as follows:
This Amendment is being filed by 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.
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 $17,582,800
in purchasing securities 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 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as
follows:
(a) The Reporting Person beneficially owns 10,568,510
Shares, or approximately 53.9% of the outstanding Shares. Of the
10,568,510 Shares beneficially owned by the Reporting Person,
370,370 Shares are issuable to the Reporting Person if it 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 188,985 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 140,900 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 44,165
Elias P. Gyftopoulos 4,500
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George N. Hatsopoulos 48,476
John N. Hatsopoulos 23,844
Frank Jungers 11,000
Paul F. Kelleher 10,400
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
officers as a group (17 persons) 188,985
_________
(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, 28,800, 4,500, 36,600, 21,000, 4,500,
10,400, 4,500, 4,500, 4,500, 4,500, 1,800, 2,700, 2,700, 4,500,
900 and 140,900 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.
Item 5(c) is hereby amended and restated in its entirety as
follows:
(c) The Reporting Person has effected the following
transactions with respect to the Shares during the past 60 days:
Date Amount Price Per Share Transfer Type
09/25/97 60,000 $26.125 Private Purchase
10/01/97 1,300 $26.50 Purchase on Open Market
10/01/97 4,900 $26.625 Purchase on Open Market
10/01/97 200 $26.3125 Purchase on Open Market
10/06/97 35,000 $28 Purchase on Open Market
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In addition, on November 3, 1997, the Reporting Person
purchased $10,000,000 principal amount of the Issuer's 3-1/4%
Convertible Subordinated Debentures due 2007 (the "Debentures")
in the Issuer's public offering of such Debentures. The
Debentures are convertible into shares of the Issuer's Common
Stock at a conversion price of $27.00 per share.
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 10,568,510 Shares beneficially owned by the Reporting
Person, (i) 370,370 Shares are issuable to the Reporting Person
if it elects to convert in full its convertible subordinated
debentures of the Issuer and (ii) 138,419 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 28,800 Shares within 60 days; and Mr. Paul F.
Kelleher has the right to acquire 10,400 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: November 24, 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 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
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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 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
----------------
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.
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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,
respectively. 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 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: Director, President and
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Chief Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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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,
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Thermo Electron
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Paul F. Kelleher: Senior Vice President,
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Finance & Administration
and Chief Accounting
Officer, Thermo Electron
