UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Thermo Remediation Inc.
--------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883592-10-7
------------------
(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)
September 5, 1996
------------------------------------------------------------------
(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
352,811
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING
352,811
PERSON WITH 10 SHARED VOTING POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,811
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.8%
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 TerraTech Inc.
IRS No. 04-2925807
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
8,891,460
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,891,460
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,891,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
69.6%
14 TYPE OF REPORTING PERSON *
CO
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Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of Thermo Remediation Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 1964 S. Orange Blossom
Trail, Apopka, Florida 32703.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermo TerraTech Inc. ("TTT" 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.
The principal business address and principal office address for each
of the Reporting Persons is 81 Wyman Street, Waltham, Massachusetts
02254-9046. The Reporting Persons are both Delaware corporations.
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.
TTT provides a range of specialized environmental and infrastructure
design services including the engineering and construction management of
water supply and wastewater treatment systems for both industry and
municipalities, remediation of petroleum-contaminated soil and water, and
reclamation of waste industrial fluids. TTT also provides environmental
science, laboratory-based testing, and nuclear health and safety services.
Appendix A attached to this Amendment 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 TTT
by virtue of its majority ownership).
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 have 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
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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 acquired the Shares described in Item 5(c)
using funds paid out of the Reporting Persons' working capital. The
Reporting Persons have expended approximately $314,300 in purchasing
securities of the Issuer since the date of their last filing on Schedule
13D.
Item 4. Purpose of Transaction
TTT 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, they 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
8,891,460 Shares, or approximately 69.6% of the outstanding Shares, owned
by TTT, and 352,811 Shares, or approximately 2.8% of the outstanding
Shares, owned by Thermo Electron. Of the 8,891,460 Shares beneficially
owned by TTT, 269,492 Shares are issuable to TTT if it elects to convert in
full its subordinated convertible debentures of the Issuer. Of the 352,811
Shares beneficially owned by Thermo Electron, 167,411 Shares are issuable
to Thermo Electron if it elects to convert in full its subordinated
convertible debentures of the Issuer. To the knowledge of the Reporting
Persons, the executive officers and directors of the Reporting Persons
beneficially own an aggregate of 406,264 Shares or approximately 3.0% 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 350,850 Shares that such persons have the right
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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 4,500
John P. Appleton 63,000
Peter O. Crisp 4,500
Elias P. Gyftopoulos 27,600
George N. Hatsopoulos 7,500
John N. Hatsopoulos 42,182
Frank Jungers 15,450
Paul F. Kelleher 15,000
Robert A. McCabe 4,500
Frank E. Morris 26,751
Donald E. Noble 10,500
Hutham S. Olayan 4,500
Peter G. Pantazelos 2,400
Jeffrey L. Powell 111,000
William A. Rainville 24,000
Arvin H. Smith 2,400
Bruce J. Taunt 18,000
Polyvios C. Vintiadis 1,500
Roger D. Wellington 4,500
All directors and current executive 406,264
officers as a group (22 persons)
____________
(1) Shares reported as beneficially owned by Dr. Albertine, Dr. Appleton,
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. Powell, Mr. Rainville, Mr. Smith, Mr. Taunt, Mr. Vintiadis,
Mr. Wellington and all directors and current executive officers as a group
include 4,500, 63,000, 4,500, 27,600, 7,500, 22,500, 4,500, 15,000, 4,500,
24,450, 6,000, 4,500, 2,400, 111,000, 22,500, 2,400, 18,000, 1,500, 4,500
and 350,850 Shares, respectively, that such person or member of the group
has 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.
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(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 Dr.
Morris include 2,301 Shares allocated to Dr. Morris' account maintained
pursuant to the Issuer's deferred compensation plan for directors; and
Shares beneficially owned by Mr. Jungers include 450 Shares held by his
spouse. Thermo Electron presently owns more than 50% of the outstanding
common stock of TTT and, therefore, may be deemed to have the power to vote
and dispose of the Shares owned by TTT. However, Thermo Electron disclaims
the existence of a group between itself and TTT for purposes of this
Schedule 13D.
(c) During the past 60 days, the Reporting Persons have not effected
any transactions with respect to the Shares. To the knowledge of the
Reporting Persons, no executive officer or director of the Reporting
Persons 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.
Of the 8,891,460 Shares beneficially owned by TTT, (i) 269,492 Shares
are issuable to TTT if it elects to convert in full its subordinated
convertible debentures of the Issuer and (ii) 62,985 Shares are subject to
options to acquire such Shares granted by TTT pursuant to its director and
employee stock option plans. Of the 352,811 Shares beneficially owned by
Thermo Electron, (i) 167,411 Shares are issuable to Thermo Electron if it
elects to convert in full its subordinated convertible debentures of the
Issuer and (ii) 48,500 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 75,750 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: Mr. John N.
Hatsopoulos has the right to acquire 22,500 Shares within 60 days; Dr. John
P. Appleton has the right to acquire 63,000 Shares within 60 days; Dr.
Elias P. Gyftopoulos has the right to acquire 23,100 Shares within 60 days;
Mr. Paul F. Kelleher has the right to acquire 15,000 Shares within 60 days;
Mr. Jeffrey L. Powell has the right to acquire 111,000 Shares within 60
days; Mr. William A. Rainville has the right to acquire 22,500 Shares
within 60 days; and Mr. Bruce J. Taunt has the right to acquire 18,000
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
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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 also established a stock holding policy for
directors, including persons who are also directors or executive officers
of the Reporting Persons (John P. Appleton, Elias P. Gyftopoulos, Frank E.
Morris, Jeffrey L. Powell, 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
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) $2,650,000 principal amount Subordinated Convertible Note
dated as of November 22, 1993, made by the Issuer, issued to TTT (filed as
Exhibit 10.12 to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
(ii) $3,000,000 principal amount of 4 7/8% Subordinated
Convertible Debentures issued on May 4, 1995 to Olen & Co. for the account
of Thermo Electron (filed as Exhibit 10.1 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended July 1, 1995 [File No. 1-12636] and
incorporated herein by reference).
(iii) Equity Incentive Plan of the Issuer (filed as Exhibit 10.7
to the Issuer's Registration Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
(iv) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10.8) to the Issuer's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by reference.
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(v) Amended and Restated Directors Stock Option Plan (filed as
Exhibit 10.9 to the Issuer's Annual Report on Form 10-K for the fiscal year
ended April 1, 1995 [File No. 1-12636] and incorporated herein by
reference).
(vi) Directors Stock Option Plan, as amended and restated
effective January 1, 1995 (filed as Exhibit 10.39 to TTT's Annual Report on
Form 10-K for the fiscal year ended April 1, 1995 [File No. 1-9549] and
incorporated herein by reference).
(vii) Thermo TerraTech Inc.-Thermo Remediation Inc. Nonqualified
Stock Option Plan (field as Exhibit 10(l) to TTT's Quarterly Report on Form
10-Q for the fiscal quarter ended January 1, 1994 [File No. 1-9549] and
incorporated herein by reference).
(viii) Amended and Restated Directors' Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to the Reporting Person's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(ix) Thermo Electron Corporation-Thermo Remediation Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.33 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).
(x) Stock Holdings Assistance Plan and Form of Promissory Note,
filed as Exhibit 10 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1996 [File No. 1-12636] 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 TERRATECH 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 TerraTech Inc. ("TTT"). 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 and the
business address of each executive officer of TTT is 1964 S. Orange Blossom
Trail, Apopka, Florida 32703.
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
----------------
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
----------------
Director, TTT
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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
-----------------
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, TTT
----------------------
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, TTT
Peter G. Pantazelos: Executive Vice President,
--------------------
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
William A. Rainville: Senior Vice President,
---------------------
Thermo Electron
Director and Chairman of the
Board, TTT
John W. Wood, Jr.: Senior Vice President,
------------------
Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance
-----------------
and Administration
and Chief Accounting Officer,
Thermo Electron
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Chief Accounting Officer, TTT
John P. Appleton: Director, President and Chief
-----------------
Executive Officer, TTT
Jeffrey L. Powell: Vice President, TTT
------------------
Bruce J. Taunt: Vice President, Finance and
---------------
Administration, TTT
Emil C. Herkert: Vice President, TTT
---------------
