UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Thermo Sentron Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883593-10-5
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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)
July 11, 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
564,900
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 564,900
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.7%
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 7,000,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
7,000,000
EACH
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
70.9%
14 TYPE OF REPORTING PERSON *
CO
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The Reporting Persons, Thermo Electron Corporation ("Thermo Electron")
and its subsidiary Thermedics Inc. ("Thermedics"), hereby amend their
statement on Schedule 13D relating to the shares (the "Shares") of common
stock, par value $0.01 per share, of Thermo Sentron Inc. (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 Thermo Electron and its subsidiary
Thermedics. 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 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 Persons have expended approximately $1,270,800 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 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) The Shares beneficially owned by the Reporting Persons include
7,000,000 Shares, or approximately 70.9% of the outstanding Shares, owned
by Thermedics, and 564,900 Shares, or approximately 5.7% 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 183,085 Shares or approximately 1.8% 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 147,400 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
Peter O. Crisp 1,500
Paul F. Ferrari 1,500
David H. Fine 7,500
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Elias P. Gyftopoulos 1,000
George N. Hatsopoulos 17,000
John N. Hatsopoulos 41,900
Robert C. Howard 7,000
Frank Jungers 1,000
John T. Keiser 7,500
Paul F. Kelleher 5,000
Jeffrey J. Langan 10,000
Robert A. McCabe 3,000
Frank E. Morris 1,000
Donald E. Noble 16,785
Hutham S. Olayan 1,000
Peter G. Pantazelos 2,000
Victor L. Poirier 7,500
William A. Rainville 7,000
Arvin H. Smith 7,000
Roger D. Wellington 1,000
John W. Wood, Jr. 33,400
Nicholas T. Zervas 1,500
All directors and current executive 183,085
officers as a group (23 persons)
________
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Mr.
Ferrari, Dr. Fine, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos,
Mr. Howard, Mr. Jungers, Mr. Keiser, Mr. Kelleher, Mr. Langan, Mr. McCabe,
Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos, Mr. Poirier, Mr.
Rainville, Mr. Smith, Mr. Wellington, Mr. Wood, Dr. Zervas and all
directors and executive officers as a group include 1,000, 1,500, 1,500,
7,500, 1,000, 15,000, 15,000, 7,000, 1,000, 7,500, 5,000, 10,000, 1,000,
1,000, 15,000, 1,000, 2,000, 7,500, 7,000, 7,000, 1,000, 30,400, 1,500 and
147,400 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.
Item 5(c) is hereby amended and restated in its entirety as follows:
(c) During the past 60 days, Thermo Electron effected the following
transactions with respect to the Shares:
Purchaser Date Amount Price Per Share Transfer Type
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Thermo Electron 6/13/97 500 $11.25 Purchase on Open Market
Thermo Electron 6/17/97 1,300 $11.50 Purchase on Open Market
Thermo Electron 6/18/97 8,000 $11.44 Purchase on Open Market
Thermo Electron 6/18/97 5,000 $11.38 Purchase on Open Market
Thermo Electron 6/20/97 1,000 $11.63 Purchase on Open Market
Thermo Electron 6/20/97 400 $11.44 Purchase on Open Market
Thermo Electron 6/24/97 1,400 $11.38 Purchase on Open Market
Thermo Electron 6/26/97 7,600 $11.38 Purchase on Open Market
Thermo Electron 6/26/97 1,100 $11.25 Purchase on Open Market
Thermo Electron 6/27/97 5,700 $11.50 Purchase on Open Market
Thermo Electron 7/3/97 1,000 $11.38 Purchase on Open Market
Thermo Electron 7/7/97 1,000 $11.13 Purchase on Open Market
Thermo Electron 7/8/97 10,000 $11.00 Purchase on Open Market
Thermo Electron 7/8/97 500 $11.00 Purchase on Open Market
Thermo Electron 7/11/97 1,000 $11.00 Purchase on Open Market
Thermo Electron 7/15/97 1,000 $11.50 Purchase on Open Market
Thermo Electron 7/16/97 1,200 $11.13 Purchase on Open Market
Thermo Electron 7/17/97 1,200 $11.38 Purchase on Open Market
Thermo Electron 7/18/97 600 $11.38 Purchase on Open Market
Thermo Electron 7/18/97 700 $11.50 Purchase on Open Market
Thermo Electron 7/21/97 1,300 $11.50 Purchase on Open Market
Thermo Electron 7/28/97 1,300 $11.38 Purchase on Open Market
To the knowledge of the Reporting Persons, the executive officers and
directors of the Reporting Persons have effected no transactions in the
Shares 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 7,000,000 Shares beneficially owned by Thermedics, 59,500
Shares are subject to options to acquire such Shares granted by Thermedics
pursuant to its director and employee stock option plans. Of the 564,900
Shares beneficially owned by Thermo Electron, 115,900 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 67,000 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: Dr. George N. Hatsopoulos has the right to acquire 15,000
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Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire
15,000 Shares within 60 days; Mr. Donald E. Noble has the right to acquire
15,000 Shares within 60 days; Mr. Paul F. Kelleher has the right to acquire
5,000 Shares within 60 days; and Mr. John W. Wood, Jr. has the right to
acquire 30,400 Shares within 60 days.
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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: August 8, 1997 THERMO ELECTRON CORPORATION
By: /s/Melissa F. Riordan
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Melissa F. Riordan
Treasurer
Date: August 8, 1997 THERMEDICS INC.
By: /s/Melissa F. Riordan
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Melissa F. Riordan
Treasurer
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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: August 8, 1997 THERMO ELECTRON CORPORATION
By:
-------------------------
Melissa F. Riordan
Treasurer
Date: August 8, 1997 THERMEDICS INC.
By:
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Melissa F. Riordan
Treasurer
AA972170031
