UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Thermo Ecotek Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
88355R-11-4
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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)
September 5, 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
32,236,629
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,236,629
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,236,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
91.3%
14 TYPE OF REPORTING PERSON *
CO
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Thermo Electron Corporation hereby amends its statement on
Schedule 13D relating to the shares (the "Shares") of common
stock, $.10 par value per share, of Thermo Ecotek 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 Thermo Electron Corporation
(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 $4,279,400
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 first paragraph of Item 4 is hereby amended and restated
in its entirety as follows:
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 (i) in order to maintain at least
80% ownership of the Issuer for tax consolidation purposes or
(ii) 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.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (c) are hereby amended and restated in their
entirety as follows:
(a) The Reporting Person beneficially owns 32,236,629
Shares, or approximately 91.3% of the outstanding Shares. Of the
32,236,629 Shares beneficially owned by the Reporting Person,
10,815,846 Shares are issuable to the Reporting Person if it
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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 142,108 Shares or approximately 0.6% 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 93,257 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)
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John M. Albertine 2,250
Peter O. Crisp 5,191
Elias P. Gyftopoulos 2,250
George N. Hatsopoulos 25,575
John N. Hatsopoulos 35,569
Frank Jungers 44,050
Paul F. Kelleher 8,185
Robert A. McCabe 2,250
Frank E. Morris 2,250
Donald E. Noble 2,250
Hutham S. Olayan 2,250
William A. Rainville 4,467
Roger D. Wellington 2,250
John W. Wood Jr. 3,321
All directors and current executive 142,108
officers as a group (17 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. Wellington and all directors and current executive
officers as a group include 2,250, 2,250, 2,250, 15,000, 13,257,
39,500, 7,500, 2,250, 2,250, 2,250, 2,250, 2,250, and 93,257
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
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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 that 500 of
the Shares that are beneficially owned by one of the directors of
the Reporting Person, Mr. Frank Jungers, are held by Mr. Jungers'
spouse.
(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
---- ------ --------------- -------------
09/02/97 2,400 $14.75 Purchase on Open Market
09/03/97 2,700 $14.6875 Purchase on Open Market
09/04/97 2,700 $14.375 Purchase on Open Market
09/05/97 2,700 $14.375 Purchase on Open Market
09/05/97 11,000 $14.375 Purchase on Open Market
09/08/97 4,400 $14.375 Purchase on Open Market
09/09/97 4,400 $14.3125 Purchase on Open Market
09/09/97 8,000 $14.125 Purchase on Open Market
09/10/97 4,400 $13.9375 Purchase on Open Market
09/10/97 10,000 $13.75 Purchase on Open Market
09/15/97 11,000 $13.50 Purchase on Open Market
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 32,236,629 Shares beneficially owned by the Reporting
Person, (i) 10,815,846 Shares are issuable to the Reporting
Person if it elects to convert in full its subordinated
convertible debentures of the Issuer and (ii) 90,675 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 18,000 Shares. In addition, the following executive
officers and directors of the Reporting Person have the right to
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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 Shares within 60 days; Mr. John N.
Hatsopoulos has the right to acquire 13,257 Shares within 60
days; Mr. Frank Jungers has the right to acquire 39,500 Shares
within 60 days; and Mr. Paul F. Kelleher has the right to acquire
7,500 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
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 Electron
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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
---------------------
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
-----------------
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
--------------------
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
P.O. Box 8186, 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: 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,
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Thermo Electron
William A. Rainville: Senior Vice President,
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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
