THERMO ELECTRON CORP
SC 13G, 1997-08-05
MEASURING & CONTROLLING DEVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

             Information Statement Pursuant to Rules 13d-1 and 13d-2
                    Under the Securities Exchange Act of 1934

                               (Amendment No. __)

                                Thermo Fibergen Inc.
                          -----------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
          ------------------------------------------------------------
                         (Title of Class of Securities)

                                  88355U-10-9
                               ------------------
                                 (CUSIP Number)
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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      CITIZENSHIP OR PLACE OF ORGANIZATION

                State of Delaware

                 5  SOLE VOTING POWER
    NUMBER OF 
                    0
      SHARES     6  SHARED VOTING POWER
          
   BENEFICIALLY     0
                 7  SOLE DISPOSITIVE POWER
     OWNED BY
                    0
        EACH
                 8  SHARED DISPOSITIVE POWER
     REPORTING
                    0
    PERSON WITH
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         9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                0

        10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                CERTAIN SHARES*

                                                                    [   ]
        11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                0%


        12      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 Fibertek Inc.
                IRS No. 52-1762325


         2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [   ]
                                                                 (b) [ x  ]

         3      SEC USE ONLY



         4      CITIZENSHIP OR PLACE OF ORGANIZATION

                State of Delaware

                 5  SOLE VOTING POWER
    NUMBER OF       10,000,000

      SHARES     6  SHARED VOTING POWER
          
   BENEFICIALLY     0
                 7  SOLE DISPOSITIVE POWER
     OWNED BY       10,000,000

        EACH
                 8  SHARED DISPOSITIVE POWER
     REPORTING
                    0
    PERSON WITH
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         9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                10,000,000

        10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                CERTAIN SHARES*

                                                                      [   ]
        11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                68.0%


        12      TYPE OF REPORTING PERSON *

                CO
PAGE
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   Item 1(a).  Name of Issuer.

        This Schedule 13G relates to Thermo Fibergen Inc. (the "Issuer").  

   Item 1(b).  Address of Issuer's Principal Executive Offices.

        The Issuer's principal executive offices are located at 8 Alfred
   Circle, Bedford, Massachusetts 01730.  

   Item 2(a).  Names of Persons Filing.

        This Schedule 13G is being filed by Thermo Electron Corporation
   ("Thermo Electron") and its majority-owned subsidiary Thermo Fibertek Inc.
   ("Thermo Fibertek" and, together with Thermo Electron, the "Reporting
   Persons"). 

   Item 2(b).  Address of Principal Business Offices. 

        The principal business address and principal office address of each of
   Thermo Electron and Thermo Fibertek is 81 Wyman Street, Waltham,
   Massachusetts 02254-9046.

   Item 2(c).  Citizenship.

        The Reporting Persons are both Delaware corporations.

   Item 2(d).  Title of Class of Securities.

        This Schedule 13G relates to the common stock, par value $0.01 per
   share (the "Common Stock"), of the Issuer.

   Item 2(e).  CUSIP Number.

        The CUSIP number of the Common Stock is 88355U-10-9.

   Item 3.  If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
   check whether the person filing is a:

        (a) [  ] Broker or dealer registered under Section 15 of the Act;

        (b) [  ] Bank as defined in Section 3(a)(6) of the Act;

        (c) [  ] Insurance Company as defined in Section 3(a)(19) of the Act;

        (d) [  ] Investment Company registered under Section 8 of the
   Investment Company Act;

        (e) [  ] Investment Adviser registered under Section 203 of the
   Investment Advisers Act of 1940;

        (f) [  ] Employee Benefit Plan, Pension Fund which is subject to the
   provisions of the Employee Retirement Income Security Act of 1974 or
   Endowment Fund; see 13d-1(b)(1)(ii)(F);
PAGE
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        (g) [  ] Parent Holding Company, in accordance with Rule
   13d-1(b)(ii)(G); see Item 7; or

        (h) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

        Not applicable.

   Item 4.  Ownership.

        (a)  Amount beneficially owned by Thermo Electron: 0
             Amount beneficially owned by Thermo Fibertek: 10,000,000

        (b)  Percent of class owned by Thermo Electron: 0%
             Percent of class owned by Thermo Fibertek: 68.0%

        (c)  Number of shares as to which Thermo Electron has:
             (i)   Sole power to vote or to direct the vote: 0
             (ii)  Shared power to vote or to direct the vote: 0
             (iii) Sole power to dispose or to direct the disposition of: 
                   0
             (iv)  Shared power to dispose or to direct the disposition of: 0

             Number of shares as to which Thermo Fibertek has:
             (i)   Sole power to vote or to direct the vote: 10,000,000
             (ii)  Shared power to vote or to direct the vote: 0
             (iii) Sole power to dispose or to direct the disposition of:
                   10,000,000
             (iv)  Shared power to dispose or to direct the disposition of: 0

   Item 5.  Ownership of Five Percent of Less of a Class.

        Not applicable.

   Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

        Not applicable.

   Item 7.  Identification and Classification of the Subsidiary Which Acquired
   the Security Being Reported on by the Parent Holding Company.

        Not applicable.

   Item 8.  Identification and Classification of Members of the Group.

        See attached Exhibit 8.

   Item 9.  Notice of Dissolution of Group.

        Not applicable.

   Item 10.  Certification.

        Not applicable.
PAGE
<PAGE>








   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: _______, 1997                     THERMO ELECTRON CORPORATION


                                      By:  /s/Melissa F. Riordan
                                           ---------------------------
                                           Melissa F. Riordan
                                           Treasurer


   Date: _______, 1997                     THERMO FIBERTEK INC.

                                      By:  /s/Melissa F. Riordan
                                           ---------------------------
                                           Melissa F. Riordan
                                           Treasurer
PAGE
<PAGE>





   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: July 5, 1997                      THERMO ELECTRON CORPORATION


                                      By:  /s/Melissa F. Riordan
                                           -----------------------------
                                           Melissa F. Riordan
                                           Treasurer


   Date: July 5, 1997                      THERMO FIBERTEK INC.

                                      By:  /s/Melissa F. Riordan
                                           -----------------------------
                                           Melissa F. Riordan
                                           Treasurer
PAGE
<PAGE>





                            EXHIBIT 8 TO SCHEDULE 13G


        This Schedule 13G is being filed to reflect the ownership of the
   shares of Common Stock of the Issuer by each of Thermo Electron and its
   majority-owned subsidiary Thermo Fibertek.  Thermo Fibertek has the sole
   power to vote and dispose of the shares it owns.  Thermo Electron owns more
   than 50% of the outstanding common stock of Thermo Fibertek and, therefore,
   may be deemed to have the power to vote and dispose of the shares owned by
   Thermo Fibertek.  However, Thermo Electron disclaims the existence of a
   group between itself and Thermo Fibertek for purposes of this Schedule 13G.
























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