UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ThermoSpectra Corporation
-------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883660-10-2
------------------
(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)
January 7, 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Instrument Systems Inc.
IRS No. 04-2925809
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
8,998,836
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
8,998,836
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,998,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.3%
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
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
606,353
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
606,353
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,353
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.9%
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. 1 to Schedule 13D amends and restates the entire text of
the Schedule 13D previously filed by Thermo Instrument Systems Inc.
relating to shares of common stock, par value $.01 per share, of
ThermoSpectra Corporation.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $.01 per share, of ThermoSpectra Corporation (the "Issuer"). The
Issuer's principal executive offices are located at 81 Wyman Street,
Waltham, Massachusetts 02254-9046.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermo Instrument Systems Inc. ("Thermo
Instrument" 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.
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.
Thermo Instrument develops, manufactures and markets instruments used
to detect and measure air pollution, radioactivity, complex chemical
compounds, toxic metals, and other elements in a broad range of liquids and
solids as well as to control and monitor various industrial processes.
The principal business address and principal office address of Thermo
Electron is 81 Wyman Street, Waltham, Massachusetts 02254-9046. The
principal business address and principal office address of Thermo
Instrument is 1275 Hammerwood Avenue, Sunnyvale, California 94089. The
Reporting Persons are both Delaware corporations.
Appendix A attached to this Schedule 13D 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 Thermo
Instrument 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 has 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 $8,460,100 in
purchasing securities 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
Thermo Instrument 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. 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, the Reporting Persons 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
8,998,836 Shares, or approximately 72.3% of the outstanding Shares, owned
by Thermo Instrument, and 606,353 Shares, or approximately 4.9% of the
outstanding Shares, owned by Thermo Electron. To the knowledge of the
Reporting Persons, the executive officers and directors of the Reporting
Persons beneficially own an aggregate of 357,328 Shares or approximately
2.8% of the outstanding Shares. To the knowledge of the Reporting Persons,
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the Shares beneficially owned by all executive officers and directors of
the Reporting Persons include 174,500 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)
---- -------------------
John M. Albertine 1,000
Frank Borman 1,500
Richard W.K. Chapman 4,000
Peter O. Crisp 161,000
Elias P. Gyftopoulos 20,000
George N. Hatsopoulos 20,000
John N. Hatsopoulos 20,000
Denis A. Helm 4,000
Barry S. Howe 4,010
Frank Jungers 5,500
Paul F. Kelleher 5,000
Earl R. Lewis 55,000
Robert A. McCabe 8,318
Frank E. Morris 5,000
Donald E. Noble 4,000
Hutham S. Olayan 1,000
Peter G. Pantazelos 4,500
William A. Rainville 10,000
Arvin H. Smith 20,000
Polyvios C. Vintiadis 1,500
Roger D. Wellington 1,000
John W. Wood, Jr. 5,000
All directors and 357,328
current executive
officers as a group (22
persons)
___________________
(1) Shares reported as beneficially owned by Dr. Albertine, Col. Borman,
Dr. Chapman, Mr. Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos, Mr. Helm, Mr. Howe, Mr. Jungers, Mr. Kelleher, Mr. Lewis, Mr.
McCabe, Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos, Mr. Rainville,
Mr. Smith, Mr. Vintiadis, Mr. Wellington, Mr. Wood and all directors and
executive officers as a group include 1,000, 1,500, 4,000, 1,000, 20,000,
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20,000, 20,000, 4,000, 4,000, 1,500, 5,000, 50,000, 1,500, 1,000, 1,000,
1,000, 2,500, 10,000, 20,000, 1,500, 1,000, 3,000 and 174,500 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 or executive 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 except as follows: Shares beneficially owned by Mr.
Crisp include 160,000 Shares held in the aggregate by entities affiliated
with Venrock Associates. Mr. Crisp is both a general and limited partner
of Venrock Associates and, therefore, may be deemed to beneficially own the
Shares held by such entities. Mr. Crisp disclaims beneficial ownership of
such Shares, except to the extent of his pecuniary interest therein arising
from his general and limited partnership interests in Venrock Associates.
Thermo Electron presently owns more than 50% of the outstanding common
stock of Thermo Instrument and, therefore, may be deemed to have the power
to vote and dispose of the Shares owned by Thermo Instrument. However,
Thermo Electron and Thermo Instrument disclaim the existence of a group
between the two entities for purposes of this Schedule 13D.
(c) Thermo Electron has effected the following transactions with
respect to the Shares during the past 60 days:
Date Amount Price Per Share Transfer Type
4/3/97 1,500 $13.13 Purchase on Open Market
4/4/97 6,500 $12.88 Purchase on Open Market
4/17/97 6,200 $11.63 Purchase on Open Market
4/18/97 1,000 $11.88 Purchase on Open Market
4/21/97 16,000 $12.00 Purchase on Open Market
4/22/97 1,100 $12.00 Purchase on Open Market
4/24/97 1,100 $11.88 Purchase on Open Market
4/25/97 1,100 $11.75 Purchase on Open Market
4/25/97 5,000 $11.88 Purchase on Open Market
4/28/97 1,200 $12.00 Purchase on Open Market
5/2/97 1,600 $12.13 Purchase on Open Market
5/5/97 500 $13.13 Purchase on Open Market
5/5/97 1,100 $13.25 Purchase on Open Market
5/8/97 8,600 $13.13 Purchase on Open Market
5/9/97 11,600 $13.13 Purchase on Open Market
5/12/97 15,100 $13.13 Purchase on Open Market
5/13/97 11,100 $13.00 Purchase on Open Market
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5/14/97 66,200 $12.88 Purchase on Open Market
5/16/97 200 $13.00 Purchase on Open Market
5/16/97 900 $13.25 Purchase on Open Market
5/19/97 1,200 $13.25 Purchase on Open Market
5/20/97 5,000 $13.25 Purchase on Open Market
5/21/97 1,200 $13.38 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 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 8,998,836 Shares beneficially owned by Thermo Instrument,
108,610 Shares are subject to options to acquire such Shares granted by
Thermo Instrument pursuant to its director and employee stock option plans.
Of the 577,153 Shares beneficially owned by Thermo Electron, 19,250 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 29,500 Shares. In addition, the following
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. Earl R. Lewis has the right to acquire
50,000 Shares within 60 days; Mr. Arvin H. Smith has the right to acquire
20,000 Shares within 60 days; Dr. Elias P. Gyftopoulos has the right to
acquire 20,000 Shares within 60 days; Mr. William A. Rainville has the
right to acquire 10,000 Shares within 60 days; and Mr. Paul F. Kelleher has
the right to acquire 5,000 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
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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 (Elias P. Gyftopoulos, Earl R. Lewis and Arvin H.
Smith). 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) Equity Incentive Plan of the Issuer (filed as Exhibit 10.18
to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-93778]
and incorporated herein by reference).
(ii) Directors' Stock Option Plan of the Issuer (filed as Exhibit
10.20 to the Issuer's Registration Statement on Form S-1 [File No.
33-93778] and incorporated herein by reference).
(iii) 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).
(iv) Thermo Electron Corporation-ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.34 to Thermo Power
Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995 [File No. 1-10573] and incorporated herein by
reference).
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(v) Directors' Stock Option Plan of Thermo Instrument (filed as
Exhibit 10(c) to Thermo Instruments' Registration Statement on Form S-1
[Reg. No. 33-6762] and incorporated herein by reference).
(vi) Thermo Instrument Systems Inc. - ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.51 to Thermo
Instruments' Annual Report on Form 10-K for the fiscal year ended December
31, 1994 [File No. 1-9786] and incorporated herein by reference).
(vii) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.17 to the Annual Report on Form 10-K
of the Issuer for the fiscal year ended December 28, 1996 [File No.
1-13876] 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 THERMO INSTRUMENT SYSTEMS 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 THERMO INSTRUMENT SYSTEMS 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
Thermo Instrument Systems Inc. ("TISI"). 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 Corporation
is Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts
02254-9046 and the business address of each executive officer of TISI is
Thermo Instrument Systems Inc., 1275 Hammerwood Avenue, Sunnyvale,
California 94089.
Frank Borman: Director, TISI
-------------
Mr. Borman is President and Chief Executive Officer of Patlex
Corporation, a patent licensing corporation. His business address is 250
Cotorro Court, Suite 4, Las Cruces, New Mexico 88005.
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
----------------
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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
----------------
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 a business consultant. His address is P.O. Box
8186, Longboat Key, Florida 34228.
Polyvios C. Vintiadis: Director, TISI
---------------------
Mr. Vintiadis is the Chairman and Chief Executive Officer of Towermarc
Corporation, a real estate development company. His business address is
Towermarc, 2 Pickwick Plaza, 4th Floor, Greenwich, CT 06830.
George N. Hatsopoulos: Director, Chairman of the
---------------------
Board and Chief Executive
Officer, Thermo Electron
John N. Hatsopoulos: President and Chief Financial
-------------------
Officer, Thermo Electron
Director, Vice President
and Chief Financial Officer
TISI
Arvin H. Smith: Director and Chief Executive
--------------
Officer, TISI
Executive Vice President
Thermo Electron
Denis A. Helm: Senior Vice President, TISI
-------------
Earl R. Lewis: President and Chief Operating
-------------
Officer, TISI
Richard W.K. Chapman: Vice President, TISI
--------------------
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Barry S. Howe: Vice President, TISI
-------------
Paul F. Kelleher: Senior Vice President, Finance
----------------
and Administration
and Chief Accounting
Officer, Thermo Electron
Chief Accounting Officer,
TISI
Peter G. Pantazelos: Executive Vice President,
-------------------
Corporate Development,
Thermo Electron
William A. Rainville: Senior Vice President,
--------------------
Thermo Electron
John W. Wood, Jr.: Senior Vice President,
-----------------
Thermo Electron
