UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Thermo TerraTech Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
883598-10-4
------------------
(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)
July 14, 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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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
15,831,335
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,831,335
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,831,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
90.0%
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 Voltek Corp.
IRS No. 13-1946800
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
0
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
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*
Not Applicable
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
0
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
10 SHARED VOTING POWER
PERSON WITH 0
PAGE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON *
CO
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The Reporting Persons, Thermo Electron Corporation ("Thermo
Electron"), its subsidiary Thermedics Inc. ("Thermedics"), and Thermedics'
subsidiary Thermo Voltek Corp. ("Voltek") hereby amend their statement on
Schedule 13D relating to the shares (the "Shares") of common stock, par
value $0.10 per share, of Thermo TerraTech Inc. (the "Issuer"), as set
forth below.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron"), its subsidiary Thermedics Inc. ("Thermedics"), and Thermedics'
subsidiary Thermo Voltek Corp. ("Voltek" and, together with Thermedics and
Thermo Electron, the "Reporting Persons"). The Reporting Persons are
filing this Amendment pursuant to Rule 13d-2 to reflect an increase in
Thermo Electron's holdings of the Issuer's Shares since the Reporting
Persons' last filing on Schedule 13D, on July 8, 1997, of more than one
percent. On July 14, 1997, Voltek and Thermedics each sold their respective
subordinated convertible debentures of the Issuer which, as reported on the
Reporting Persons' last filing on Schedule 13D, gave Voltek and Thermedics
the right to receive 125,847 and 174,250 Shares, respectively, upon
conversion of the debentures. Accordingly, neither Voltek nor Thermedics
is presently the beneficial owner of any Shares of the Issuer, and this
Amendment contains information solely with respect to Thermo Electron.
The principal business address and principal office address of Thermo
Electron is 81 Wyman Street, Waltham, Massachusetts 02254-9046. Thermo
Electron is a Delaware corporation.
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.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of Thermo Electron 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 Thermo Electron, there is no person who
may be deemed to be a controlling person of Thermo Electron.
During the last five years, neither Thermo Electron nor (to the
knowledge of Thermo Electron) any executive officer or director of Thermo
Electron has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
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During the last five years, neither Thermo Electron nor (to the
knowledge of Thermo Electron) any executive officer or director of Thermo
Electron 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.
Item 3 is hereby amended and restated in its entirety as follows:
Thermo Electron has expended approximately $5,974,200 in purchasing
Shares of the Issuer since the date of the Reporting Persons' last filing
on Schedule 13D. These funds were paid out of Thermo Electron's working
capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
Thermo Electron 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.
Thermo Electron may also make additional purchases of Shares or other
securities of the Issuer in such manner and in such amounts as it
determines to be appropriate 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 Thermo
Electron 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 Thermo
Electron nor, to Thermo Electron's knowledge, any of the executive officers
or directors of Thermo Electron 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 Thermo Electron 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.
Items 5(a), 5(b) and 5(c) are hereby amended and restated in their
entirety as follows:
(a) Thermo Electron beneficially owns 15,831,335 Shares, or
approximately 90.0% of the outstanding Shares. To the knowledge of Thermo
Electron, the executive officers and directors of Thermo Electron
beneficially own an aggregate of 315,407 Shares or approximately 1.8% of
the outstanding Shares. To the knowledge of Thermo Electron, the Shares
beneficially owned by all executive officers and directors of Thermo
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Electron include 202,200 Shares that such persons have the right to acquire
within 60 days. Ownership information for each executive officer and
director of Thermo Electron who owns Shares is set forth below:
Name Number of Shares(1)
---- ----------------
John M. Albertine 1,500
Peter O. Crisp 3,660
Elias P. Gyftopoulos 1,500
George N. Hatsopoulos 55,420
John N. Hatsopoulos 62,306
Frank Jungers 1,500
Paul F. Kelleher 11,146
Robert A. McCabe 3,660
Frank E. Morris 1,500
Donald E. Noble 49,934
Hutham S. Olayan 1,500
Peter G. Pantazelos 22,284
William A. Rainville 60,000
Arvin H. Smith 36,997
Roger D. Wellington 2,500
All directors and current executive 315,407
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, Mr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos,
Mr. Rainville, Mr. Smith, Mr. Wellington and all directors and current
executive officers as a group include 1,500, 1,500, 1,500, 40,000, 40,000,
1,500, 5,000, 1,500, 1,500, 8,200, 1,500, 2,000, 60,000, 35,000, 1,500 and
202,200 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 Thermo Electron are
also directors or executive officers of the Issuer, all such persons
disclaim beneficial ownership of the Shares owned by Thermo Electron.
(b) Thermo Electron and the executive officers and directors of
Thermo Electron have the sole power to vote and dispose of the Shares each
such person owns, except as follows: Shares beneficially owned by Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Kelleher, Mr. Pantazelos, Mr. Smith
and all directors and current executive officers as a group include 258,
264, 252, 275, 265 and 1,314 full Shares, respectively, allocated to their
respective accounts maintained pursuant to Thermo Electron's employee stock
ownership plan (the "ESOP"), of which the trustees, who have investment
power over its assets, are executive officers of Thermo Electron. Shares
beneficially owned by Mr. Noble include 18,694 Shares allocated to Mr.
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Noble's account maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Mr. J. Hatsopoulos
include 12,500 Shares that Mr. J. Hatsopoulos has the right to acquire
within 60 days through the exercise of stock purchase warrants acquired in
connection with private placements of securities by the Issuer and one or
more of the Issuer's subsidiaries on terms identical to terms granted to
outside investors. Shares beneficially owned by Dr. G. Hatsopoulos include
93 Shares held by his spouse and 3 Shares allocated to his spouse's account
maintained pursuant to Thermo Electron's ESOP. Shares beneficially owned
by Mr. J. Hatsopoulos include 2,000 Shares held by him as custodian for two
minor children.
(c) On July 14, 1997, each of Thermedics and Voltek sold their
subordinated convertible debentures of the Issuer, pursuant to which
Thermedics and Voltek had the right to receive 174,250 and 125,847 Shares,
respectively, upon conversion. These sales were made in private
transactions. Thermedics received total proceeds of $2,100,475 on the sale
of $1,800,000 principal amount of the Issuer's subordinated convertible
debentures, and Voltek received total proceeds of $1,517,009.71 on the sale
of $1,300,000 principal amount of the Issuer's subordinated convertible
debentures. On August 4, 1997, Thermo Electron elected to convert its
subordinated convertible debentures of the Issuer and received 159,677
Shares at an exercise price of $10.33 per Share. In addition, during the
past 60 days, Thermo Electron has effected the following transactions in
the Shares:
Date Amount Price Per Share Transfer Type
6/6/97 29,300 $10.88 Purchase on Open Market
6/9/97 17,700 $10.88 Purchase on Open Market
6/11/97 7,200 $10.88 Purchase on Open Market
6/12/97 5,000 $10.81 Purchase on Open Market
6/13/97 1,100 $10.88 Purchase on Open Market
6/16/97 10,500 $10.88 Purchase on Open Market
6/17/97 1,100 $10.81 Purchase on Open Market
6/17/97 20,000 $10.88 Purchase on Open Market
6/18/97 19,500 $10.81 Purchase on Open Market
6/18/97 21,700 $10.88 Purchase on Open Market
6/19/97 133,700 $10.88 Purchase on Open Market
6/20/97 14,700 $10.88 Purchase on Open Market
6/25/97 1,900 $11.00 Purchase on Open Market
6/26/97 10,000 $11.00 Purchase on Open Market
6/26/97 1,900 $10.94 Purchase on Open Market
6/26/97 32,000 $10.88 Purchase on Open Market
7/2/97 47,400 $11.13 Purchase on Open Market
7/3/97 14,100 $11.25 Purchase on Open Market
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7/7/97 7,700 $11.13 Purchase on Open Market
7/8/97 1,700 $11.44 Purchase on Open Market
7/9/97 21,700 $11.38 Purchase on Open Market
7/10/97 600 $11.38 Purchase on Open Market
7/10/97 1,100 $11.50 Purchase on Open Market
7/11/97 11,700 $11.69 Purchase on Open Market
7/14/97 256,500 $11.75 Purchase on Open Market
7/14/97 8,000 $11.81 Purchase on Open Market
7/14/97 111,800 $11.75 Purchase on Open Market
7/15/97 20,000 $11.94 Purchase on Open Market
7/16/97 7,200 $11.88 Purchase on Open Market
7/25/97 1,700 $11.56 Purchase on Open Market
7/28/97 1,500 $11.38 Purchase on Open Market
7/30/97 30,000 $11.50 Purchase on Open Market
7/31/97 200 $11.50 Purchase on Open Market
To the knowledge of Thermo Electron, no executive officer or director of
Thermo Electron has effected any transactions in Shares in the past 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
Of the 15,651,087 Shares beneficially owned by Thermo Electron,
62,950 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 Thermo Electron have the right,
pursuant to options granted by Thermo Electron pursuant to its director and
employee stock option plans, to acquire 12,000 Shares. In addition, the
following executive officers and directors of Thermo Electron 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 40,000 Shares within 60 days; Mr. John N. Hatsopoulos has the
right to acquire 40,000 Shares within 60 days; Mr. Donald E. Noble has the
right to acquire 8,200 Shares within 60 days; Mr. William A. Rainville has
the right to acquire 60,000 Shares within 60 days; Mr. Arvin H. Smith has
the right to acquire 35,000 Shares within 60 days; Mr. Paul F. Kelleher has
the right to acquire 5,000 Shares within 60 days; and Mr. Peter G.
Pantazelos has the right to acquire 2,000 Shares within 60 days. Mr. John
N. Hatsopoulos has the right to acquire 12,500 Shares within 60 days
through the exercise of stock purchase warrants acquired in connection with
private placements of securities by the Issuer and one or more of the
Issuer's subsidiaries on terms identical to terms granted to outside
investors.
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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 established a stock holding policy for the
Issuer's directors, including certain persons who are also directors or
executive officers of Thermo Electron (John N. Hatsopoulos, Donald E. Noble
and William A. Rainville). 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
Item 7 is hereby amended and restated in its entirety as follows:
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(h) to the Issuer's Registration Statement on Form S-1 [Reg. No. 33-6763]
and incorporated herein by reference).
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(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.
33-6763] and incorporated herein by reference).
(iii) Equity Incentive Plan of the Issuer (filed as Exhibit 10.63
to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 [File No. 1-9567] and incorporated herein by reference).
(iv) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10(k) to the Issuer's Registration Statement on Form S-1
[Reg. No. 33-6763] and incorporated herein by reference).
(v) Directors' Stock Option Plan of the Issuer, as amended and
restated effective January 1, 1995 (filed as Exhibit 10.39 to the Issuer's
Annual Report on Form 10-K for the fiscal year ended April 1, 1995 [File
No. 9549] and incorporated herein by reference).
(vi) 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).
(vii) Thermo Electron Corporation-Thermo TerraTech Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.13 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended January 3, 1987 [File
No. 1-8002] and incorporated herein by reference).
(viii) Restated Stock Holdings Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.42 to the Issuer's Annual Report on
Form 10-K for the fiscal year ended March 29, 1997 [File No. 1-9549] and
incorporated herein by reference).
(ix) Specimen Common Stock Purchase Warrant (filed as Exhibit 4.2
to the Issuer's Registration Statement on Form S-2 [Reg. No. 333-2269] and
incorporated herein by reference).
(x) Fiscal Agency Agreement dated August 4, 1989, among the
Issuer, Thermo Electron, and Chemical Bank as Fiscal Agent (filed as
Exhibit B to the Issuer's Current Report on Form 8-K relating to the events
occurring on August 4, 1989 [File No. 1-9549] and incorporated herein by
reference).
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Signatures
After reasonable inquiry and to the best of its knowledge and belief,
Thermo Electron certifies that the information set forth in this statement
is true, complete and correct.
Date: August 11, 1997 THERMO ELECTRON CORPORATION
By:
------------------------
Melissa F. Riordan
Treasurer
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Signatures
After reasonable inquiry and to the best of its knowledge and belief,
Thermo Electron certifies that the information set forth in this statement
is true, complete and correct.
Date: August 11, 1997 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
------------------------
Melissa F. Riordan
Treasurer
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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 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.
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
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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.
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
AA972030034
