UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
Thermo Voltek Corp.
----------------------------
(Name of Issuer)
Common Stock, par value $.05 per share
------------------------------------------------------------
(Title of Class of Securities)
883602-10-4
------------------
(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)
March 30, 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
8,474,497
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,474,497
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,474,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
76.0%
14 TYPE OF REPORTING PERSON *
CO
PAGE
<PAGE>
Thermo Electron Corporation hereby amends its statement on
Schedule 13D relating to the shares of common stock, par value
$.05 per share, of Thermo Voltek Corp., as set forth below.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of
common stock, par value $.05 per share, of Thermo Voltek Corp.
(the "Issuer"). The Issuer's principal executive offices are
located at 470 Wildwood Street, Woburn, Massachusetts 01888.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation
(the "Reporting Person"), pursuant to Rule 13d-2, to reflect a
change in the purpose of its acquisition of the Shares, as
described in Item 4 hereof. 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, 8,236,297 Shares were held by Thermedics Inc.
("Thermedics"), a majority-owned subsidiary of Thermo Electron.
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, a Delaware corporation, is 81 Wyman
Street, Waltham, Massachusetts 02254-9046.
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).
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.
The funds required to purchase Shares of the Issuer in
connection with the proposed going private transaction described
in Item 4 will be paid out of the Reporting Person's working
capital. The total transaction cost is estimated to be
approximately $27 million, which includes approximately $5.25
million for the redemption of the Issuer's outstanding 3-3/4%
convertible subordinated debentures due 2000.
Item 4. Purpose of Transaction
On March 30, 1998, the Board of Directors of Thermedics
approved a proposal pursuant to which a newly-formed,
wholly-owned subsidiary of Thermedics would enter into a merger
agreement with the Issuer, resulting in the Issuer becoming a
wholly-owned, privately held subsidiary of Thermedics. The
proposal was presented to the Issuer on March 30, 1998.
Thermedics has proposed to pay $7.00 in cash per share to the
Issuer's shareholders other than Thermedics. The merger is
contingent upon, among other things, the negotiation and execution
of a definitive merger agreement; the receipt by the Issuer's Board
of Directors of an opinion by an investment banking firm that the
offer is fair to the Issuer's shareholders (other than Thermedics
and Thermo Electron) from a financial point of view; the approval
of the Issuer's Board of Directors upon recommendation of a
special committee of its independent directors; and clearance by
the Securities and Exchange Commission of the proxy materials
regarding the proposed transaction.
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 Shares beneficially owned by the Reporting Person
include 238,200 Shares, or approximately 2.7% of the outstanding
Shares, owned directly by the Reporting Person, and 8,236,297
Shares, or approximately 73.9% of the outstanding Shares, held by
Thermedics. Of the Shares beneficially owned by the Reporting
Person, 2,465,089 Shares are issuable to the Reporting Person if
it elects to convert in full its subordinated convertible
PAGE
<PAGE>
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 140,639 Shares or
approximately 1.5% 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
98,050 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 1,500
Peter O. Crisp 2,250
Elias P. Gyftopoulos 5,750
John N. Hatsopoulos 7,668
Frank Jungers 9,000
Paul F. Kelleher 10,000
Robert A. McCabe 3,300
Frank E. Morris 1,500
Donald E. Noble 1,500
Hutham S. Olayan 1,500
Roger D. Wellington 1,500
John W. Wood Jr. 95,171
All directors and current executive 140,639
officers as a group (17 persons)
________
(1) Shares reported as beneficially owned by Dr. Albertine, Mr.
Crisp, Dr. Gyftopoulos, Mr. Jungers, Mr. McCabe, Dr. Morris, Mr.
Noble, Ms. Olayan, Mr. Wellington, Mr. Wood and all directors and
executive officers as a group include 1,500, 2,250, 4,750, 1,500,
1,500, 1,500, 1,500, 1,500, 1,500, 80,550 and 98,050 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 and 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. Shares beneficially
owned by Ms. Hutham Olayan do not include 10,000 Shares owned by
Crescent Growth Fund, Ltd., a member of the Olayan Group.
PAGE
<PAGE>
Crescent Growth Fund, Ltd. is indirectly controlled by Mr.
Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan disclaims
beneficial ownership of the Shares owned by Crescent Growth Fund,
Ltd.
(c) During the past 60 days, the Reporting Person has
effected no transactions with respect to the Shares. To the
knowledge of the Reporting Person, no transactions have been
effected by any executive officers or directors of the Reporting
Person in Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Of the 8,474,497 Shares beneficially owned by the Reporting
Person, 2,465,089 Shares are issuable to the Reporting Person if
it elects to convert in full its subordinated convertible
debentures of the Issuer, and 54,646 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 12,750 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 4,750
Shares within 60 days; and Mr. John W. Wood Jr. has the right to
acquire 80,550 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 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
PAGE
<PAGE>
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 W. Wood Jr.,
John N. Hatsopoulos, and Elias P. Gyftopoulos). 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) Agreement between the Issuer and Thermedics dated
June 5, 1992 for Purchase of Note (filed as Exhibit 4 to the
Issuer's Current Report on Form 8-K dated June 5, 1992 [File No.
1-10574] and incorporated herein by reference).
(ii) Agreement between the Issuer and Thermedics dated
August 2, 1993 for Purchase of Note (filed as Exhibit 4.1 to the
Issuer's Quarterly Report on Form 10-Q for the quarter ended July
3, 1993 [File No. 1-10574] and incorporated herein by reference).
(iii) 1985 Stock Option Plan of the Issuer (filed as
Exhibit 10.14 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 1985 [File No. 0-8245] and
incorporated herein by reference).
(iv) 1990 Stock Option Plan, as amended, of the Issuer
(filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form
10-Q for the quarter ended July 2, 1994 [File No. 1-10574] and
incorporated herein by reference).
(v) Equity Incentive Plan of the Issuer (filed as
Exhibit 10.49 to the Issuer's Annual Report on Form 10-K for the
year ended December 31, 1994 [File No. 1-11406] and incorporated
herein by reference).
PAGE
<PAGE>
(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 year ended December 31, 1994 [File No. 1-11406] and
incorporated herein by reference).
(vii) Amended and Restated Directors Stock Option Plan
of Thermo Electron (filed as Exhibit 10.25 to Thermo Electron'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 Voltek Corp.
Nonqualified Stock Option Plan (filed as Exhibit 10.17 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-8002] and incorporated herein by
reference).
(ix) Directors Stock Option Plan of Thermedics (filed
as Exhibit 10.20 to Thermedics' Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 [File No. 1-9567] and
incorporated herein by reference).
(x) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.24 to the Annual Report on
Form 10-K of the Issuer for the fiscal year ended December 28,
1996 [File No. 1-10574] and incorporated herein by reference).
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: March 31, 1998 THERMO ELECTRON CORPORATION
By: /s/Sandra L. Lambert
Sandra L. Lambert
Secretary
AA980890002
PAGE
<PAGE>
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 September 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 NW 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 the Peter Drucker Professor of
Management at Boston College from 1989 to 1994. Dr. Morris also
served as President of the Federal Reserve Bank of Boston from
1968 until he retired in 1988. 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, a member of the Olayan Group engaged in advisory
services and private investments, including real estate. 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
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
--------------------
Chief Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
--------------------
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
William A. Rainville: Senior Vice President,
---------------------
Thermo Electron
John W. Wood Jr.: Senior Vice President,
-----------------
Thermo Electron
PAGE
<PAGE>
Paul F. Kelleher: Senior Vice President,
-----------------
Finance & Administration
and Chief Accounting
Officer, Thermo Electron
