UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Thermo Instrument Systems Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883559-10-6
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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 10, 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
87,778,278
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
87,778,278
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,778,278
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
83.2%
14 TYPE OF REPORTING PERSON *
CO
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 4 to Schedule 13D amends and restates the entire text of
the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation relating to shares of Common Stock, par value $0.10
per share, of Thermo Instrument Systems Inc.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.10 per share, of Thermo Instrument Systems Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 1851
Central Drive, Suite 314, Bedford, Texas 76021.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person is filing this Amendment
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 February, 1996, of more than one percent.
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02254-9046.
The Reporting Person is a Delaware corporation.
The Reporting Person 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. The Reporting Person
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 the Reporting Person 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 Person, there is no person
who may be deemed to be a controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person 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.
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Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person has expended approximately $34,763,900 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 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.
Except as set forth in this Item 4 and in Item 6, neither the
Reporting Person nor, to the Reporting Person's knowledge, any of the
executive officers or directors of the Reporting Person 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 Person 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 Reporting Person beneficially owns 87,778,278 Shares, or
approximately 83.2% of the outstanding Shares. Of the 87,778,278 Shares
beneficially owned by the Reporting Person, 8,267,684 Shares are issuable
to the Reporting Person if it 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 954,380
Shares or approximately 1.0% 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 468,174 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)
---- -------------------
John M. Albertine 1,875
Peter O. Crisp 17,693
Elias P. Gyftopoulos 47,018
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George N. Hatsopoulos 143,314
John N. Hatsopoulos 81,204
Frank Jungers 52,568
Paul F. Kelleher 18,296
Robert A. McCabe 53,504
Frank E. Morris 1,875
Donald E. Noble 54,668
Hutham S. Olayan 1,875
Peter G. Pantazelos 27,364
Arvin H. Smith 431,667
Roger D. Wellington 4,875
John W. Wood, Jr. 15,608
All directors and current executive 954,430
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, Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos,
Mr. Smith, Mr. Wellington and all directors and current executive officers
as a group include 1,875, 1,875, 14,465, 93,750, 65,625, 13,809, 15,000,
10,995, 1,875, 6,093, 1,875, 4,687, 234,375, 1,875 and 468,174 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 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 Shares beneficially owned by Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, and Mr. Smith include 479, 529 and 530
Shares, respectively, allocated to accounts maintained pursuant to the
Reporting Person'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 Dr. G. Hatsopoulos
include 21,368 Shares held by his spouse and 50 Shares allocated to his
spouse's account maintained pursuant to the Reporting Person's ESOP.
Shares beneficially owned by Mr. Jungers include 548 Shares held by his
spouse. Shares beneficially owned by Mr. Wood include 15,608 Shares held
by him as custodian for two children.
(c) The Reporting Person has effected no transactions with respect to
the Shares during the past 60 days. To the knowledge of the Reporting
Person, the following are the only transactions in the Shares effected by
an executive officer or director of the Reporting Person in the past 60
days:
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Of the 87,778,278 Shares beneficially owned by the Reporting Person,
(i) 8,267,684 Shares are issuable to the Reporting Person if it elects to
convert in full its subordinated convertible debentures of the Issuer and
(ii) 71,334 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 11,250 Shares. In
addition, the following executive officers and directors of the Reporting
Person have the right to acquire Shares from the Issuer pursuant to the
Issuer's director and employee stock option plans: Dr. Elias P.
Gyftopoulos has the right to acquire 14,465 Shares within 60 days; Dr.
George N. Hatsopoulos has the right to acquire 93,750 Shares within 60
days; Mr. John N. Hatsopoulos has the right to acquire 65,625 Shares within
60 days; Mr. Arvin Smith has the right to acquire 234,375 Shares within 60
days; Mr. Frank Jungers has the right to acquire 13,809 Shares within 60
days; Mr. Robert A. McCabe has the right to acquire 10,995 Shares within 60
days; Mr. Paul F. Kelleher has the right to acquire 15,000 Shares within 60
days; and Mr. Peter G. Pantazelos has the right to acquire 4,687 Shares
within 60 days.
In January 1996, the Issuer adopted a plan for the sale of its Shares
to the Reporting Person at the request of the Reporting Person to allow the
Reporting Person to maintain 80% ownership of the Issuer. The sale of
Shares pursuant to such plan would be made at fair market value and would
be subject to approval of a committee of the Issuer's board of directors
formed for that purpose.
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, Arvin H.
Smith, 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
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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
directors, including persons who are also directors or executive officers
of the Reporting Person (George N. Hatsopoulos, John N. Hatsopoulos, and
Arvin H. Smith). 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) Senior Convertible Note Purchase Agreement by and between
the Issuer and the Reporting Person as of September 15, 1993 (filed as
Exhibit 10(a) to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended October 2, 1993 [File No. 1-9786] and incorporated herein by
reference).
(ii) 3-3/4% Senior Convertible Note dated September 15, 1993,
issued to the Reporting Person (filed as Exhibit 10(b) to the Issuer's
Quarterly Report on Form 10-Q for the quarter ended October 2, 1993 [File
No. 1-9786] and incorporated herein by reference).
(iii) Incentive Stock Option Plan of the Issuer (filed as Exhibit
10(c) to the Issuer's Registration Statement on Form S-1 [Reg. No. 33-6762]
and incorporated herein by reference).
(iv) Nonqualified Stock Option Plan of the Issuer (filed as
Exhibit 10(d) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-6762] and incorporated herein by reference).
(v) Equity Incentive Plan of the Issuer (filed as Appendix A to
the Proxy Statement dated April 27, 1993, of the Issuer [File No. 1-9786]
and incorporated herein by reference).
(vi) Directors' Stock Option Plan of the Issuer (filed as Exhibit
10.23 to the Issuer's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-11406] and incorporated herein by reference).
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(vii) Amended and Restated Directors' Stock Option Plan of the
Reporting Person (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).
(viii) Thermo Electron Corporation-Thermo Instrument Systems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.12 to the Reporting
Person's Annual Report on Form 10-K for the fiscal year ended January 3,
1987 [File No. 1-8002] and incorporated herein by reference).
(ix) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.10 to the Annual Report on Form 10-K
of the Issuer for the fiscal year ended December 28, 1996 [File No.
1-11406] and incorporated herein by reference).
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Signatures
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: _______, 1997 THERMO ELECTRON CORPORATION
By: /s/Melissa F. Riordan
--------------------------
Melissa F. Riordan
Treasurer
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Signatures
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: July 5, 1997 THERMO ELECTRON CORPORATION
By: /s/Melissa F. Riordan
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Melissa F. Riordan
Treasurer
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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
---------------
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
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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
-----------------
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
----------------
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
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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. 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.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief
Executive Officer,
Thermo Electron
John N. Hatsopoulos: President and Chief
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Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
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
Paul F. Kelleher: Senior Vice President, Finance
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& Administration and Chief
Accounting Officer,
Thermo Electron
AA971390031
