UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ThermoSpectra Corporation
-------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883660-10-2
------------------
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781) 622-1000 Waltham, MA 02254-9046
----------------------- ----------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 1998
----------------------------------------------------
(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).
PAGE
<PAGE>
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
10,037,389
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
10,037,389
REPORTING
10 SHARED VOTING POWER
PERSON WITH
0
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,037,389
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
65.3%
14 TYPE OF REPORTING PERSON *
CO
PAGE
<PAGE>
Thermo Electron Corporation hereby amends its statement on
Schedule 13D relating to the shares (the "Shares") of common
stock, par value $.01 per share, of ThermoSpectra Corporation
(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
(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 September 1997, of more than one percent. The Reporting
Person holds the Shares of the Issuer that are the subject of
this Amendment through one or more controlled subsidiaries. As
of the date of this Amendment, 8,998,836 Shares were held by
Thermo Instrument Systems Inc. ("Thermo Instrument"), a
majority-owned subsidiary of the Reporting Person.
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.
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.
Appendix A attached to this Schedule 13D 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).
PAGE
<PAGE>
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.
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
$2,308,281.00 in purchasing securities 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
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 in order to maintain at least 50%
ownership of the Issuer by Thermo Instrument. The Reporting
Person 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, the Reporting Person 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.
Items 5(a) - (c) are hereby amended and restated in their
entirety as follows:
PAGE
<PAGE>
(a) The Shares beneficially owned by the Reporting Person
include 1,038,553 Shares, or approximately 6.8% of the
outstanding Shares, owned directly by the Reporting Person, and
8,998,836 Shares, or approximately 58.5% of the outstanding
Shares, owned by Thermo Instrument. To the knowledge of the
Reporting Person, the executive officers and directors of the
Reporting Person beneficially own an aggregate of 130,650 Shares
or approximately 0.9% 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 118,650 Shares that such persons have the right to
acquire within 60 days through the exercise of stock options.
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 1,000
Peter O. Crisp 1,000
Elias P. Gyftopoulos 21,000
George N. Hatsopoulos 24,750
John N. Hatsopoulos 24,400
Frank Jungers 5,500
Paul F. Kelleher 5,000
Robert A. McCabe 1,500
Frank E. Morris 1,000
Donald E. Noble 4,000
Hutham S. Olayan 1,000
Peter G. Pantazelos 4,500
William A. Rainville 10,000
Arvin H. Smith 20,000
Roger D. Wellington 1,000
John W. Wood Jr. 5,000
All directors and 130,650
current executive
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. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington,
Mr. Wood and all directors and executive officers as a group
include 1,000, 1,000, 20,000, 24,750, 24,400, 1,500, 5,000,
PAGE
<PAGE>
1,500, 1,000, 1,000, 1,000, 2,500, 10,000, 20,000, 1,000, 3,000
and 118,650 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.
(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
12/01/97 1,800 $9.75 Purchase on Open Market
12/03/97 200 $9.81 Purchase on Open Market
12/03/97 1,800 $9.63 Purchase on Open Market
12/05/97 600 $9.75 Purchase on Open Market
12/05/97 1,100 $9.94 Purchase on Open Market
12/08/97 600 $9.75 Purchase on Open Market
12/08/97 1,000 $9.88 Purchase on Open Market
12/09/97 1,700 $9.81 Purchase on Open Market
12/10/97 1,800 $9.75 Purchase on Open Market
12/11/97 1,800 $9.44 Purchase on Open Market
12/12/97 1,800 $9.44 Purchase on Open Market
12/16/97 1,400 $9.63 Purchase on Open Market
12/16/97 200 $9.50 Purchase on Open Market
12/17/97 1,700 $9.50 Purchase on Open Market
12/18/97 1,500 $9.50 Purchase on Open Market
12/19/97 1,500 $9.00 Purchase on Open Market
12/19/97 40,000 $9.13 Purchase on Open Market
12/22/97 1,600 $9.31 Purchase on Open Market
12/23/97 1,600 $9.19 Purchase on Open Market
12/24/97 7,300 $9.50 Purchase on Open Market
12/26/97 1,100 $9.50 Purchase on Open Market
12/26/97 500 $9.38 Purchase on Open Market
12/30/97 1,600 $9.81 Purchase on Open Market
12/30/97 66,000 $9.75 Purchase on Open Market
12/31/97 200 $9.63 Purchase on Open Market
12/31/97 100 $10.00 Purchae on Open Market
PAGE
<PAGE>
02/17/98 500 $8.63 Purchase on Open Market
02/19/98 900 $9.00 Purchase on Open Market
02/19/98 400 $8.75 Purchase on Open Market
02/20/98 1,000 $8.88 Purchase on Open Market
02/23/98 1,100 $8.94 Purchase on Open Market
02/24/98 8,100 $9.25 Purchase on Open Market
02/27/98 8,300 $9.75 Purchase on Open Market
03/02/98 800 $9.94 Purchase on Open Market
03/02/98 500 $9.75 Purchase on Open Market
03/03/98 1,300 $9.94 Purchase on Open Market
03/04/98 1,300 $10.50 Purchase on Open Market
03/05/98 1,300 $10.25 Purchase on Open Market
03/06/98 8,800 $10.00 Purchase on Open Market
03/16/98 1,800 $9.88 Purchase on Open Market
03/17/98 9,600 $9.88 Purchase on Open Market
03/18/98 1,000 $9.81 Purchase on Open Market
03/19/98 1,800 $10.00 Purchase on Open Market
03/20/98 1,800 $10.00 Purchase on Open Market
03/23/98 2,400 $10.50 Purchase on Open Market
03/24/98 5,000 $10.00 Purchase on Open Market
03/24/98 2,400 $9.88 Purchase on Open Market
03/25/98 2,400 $9.75 Purchase on Open Market
03/26/98 2,400 $9.50 Purchase on Open Market
03/31/98 3,600 $9.38 Purchase on Open Market
04/01/98 3,600 $9.38 Purchase on Open Market
04/03/98 3,600 $9.38 Purchase on Open Market
04/06/98 4,300 $9.50 Purchase on Open Market
04/08/98 4,300 $9.38 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 10,037,389 Shares beneficially owned by the Reporting
Person, 48,800 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
PAGE
<PAGE>
directors of the Reporting Person have the right, pursuant to
such options, to acquire 15,150 Shares. In addition, the
following 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. George N.
Hatsopoulos has the right to acquire 20,000 Shares within 60
days; Mr. John N. Hatsopoulos has the right to acquire 20,000
Shares within 60 days; Mr. Arvin H. Smith has the right to
acquire 20,000 Shares within 60 days; Dr. Elias P. Gyftopoulos
has the right to acquire 20,000 Shares within 60 days; Mr.
William A. Rainville has the right to acquire 10,000 Shares
within 60 days; and Mr. Paul F. Kelleher has the right to acquire
5,000 Shares within 60 days.
PAGE
<PAGE>
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: April 15, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
-------------------------
Melissa F. Riordan
Treasurer
PAGE
<PAGE>
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: April 15, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
-------------------------
Melissa F. Riordan
Treasurer
AA981030007
PAGE
<PAGE>
Appendix A is hereby amended and restated in its entirety as
follows:
APPENDIX A
----------
The following individuals are executive officers or
directors of the Reporting Person. Unless otherwise noted, all
such individuals are citizens of the United States. Unless
otherwise noted, the business address of each executive officer
of the Reporting Person is 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 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
-------------
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.
PAGE
<PAGE>
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 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.
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 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: Director, President and
-------------------
Chief Financial Officer,
Thermo Electron
Arvin H. Smith: Executive Vice President,
--------------
Thermo Electron
Paul F. Kelleher: Senior Vice President,
----------------
Finance and
Administration and Chief
Accounting Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
-------------------
Corporate Development,
Thermo Electron
William A. Rainville: Senior Vice President,
--------------------
Thermo Electron
John W. Wood Jr.: Senior Vice President,
----------------
PAGE
<PAGE>
Thermo Electron
