UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Thermo Instrument Systems Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883559-10-6
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 12, 1998
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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 (the "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>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 114,272,383
- --------------------------- ----------- ---------------------------------------
8 SHARED VOTING POWER
0
- --------------------------- ----------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
114,272,383
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10 SHARED DISPOSITIVE POWER
0
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<PAGE>
- --------------- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
114,272,383
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------- ------------------------ ---------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
86.3%
- --------------- ---------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
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<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $.10 per share,
of Thermo Instrument Systems Inc. (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 August 1997, of more than one percent.
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).
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 judgement,
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.
<PAGE>
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 $58,895,000 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
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 80% ownership of the Issuer. 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 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:
(a) The Reporting Person beneficially owns 114,272,383 Shares, or
approximately 86.3 % of the outstanding Shares. Of the 114,272,383 Shares
beneficially owned by the Reporting Person, 10,334,620 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 1,374,427 Shares or approximately 1.1% 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 745,558 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 is set forth below.
<PAGE>
Name Number of Shares(1)
John M. Albertine 2,343
Peter O. Crisp 22,115
Elias P. Gyftopoulos 58,766
George N. Hatsopoulos 179,141
John N. Hatsopoulos 84,226
Frank Jungers 62,613
Paul F. Kelleher 23,364
Earl R. Lewis 203,726
Robert A. McCabe 65,091
Frank E. Morris 2,343
Donald E. Noble 68,357
Hutham S. Olayan 2,343
Robert W. O'Leary 0
Peter G. Pantazelos 34,814
William A. Rainville 0
Arvin H. Smith 539,583
Richard F. Syron 0
Roger D. Wellington 6,093
John W. Wood Jr. 19,509
All directors and current executive officers as a group (19 persons) 1,374,427
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Kelleher,
Mr. Lewis, Mr. McCabe, Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos, Mr.
Smith, Mr. Wellington and all directors and executive officers as a group
include 2,343, 2,343, 18,075, 117,187, 70,312, 17,257, 18,750, 172,085, 13,737,
2,343, 7,614, 2,343, 5,858, 292,968, 2,343 and 745,558 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, except that Shares beneficially owned by Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos and Mr. Smith include 598, 661 and 663 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 26,710 Shares held by his
spouse and 63 Shares allocated to his spouse's account maintained pursuant to
the Reporting Person's ESOP. Shares beneficially owned by Mr. Jungers and Mr.
McCabe include 12,200 and 7,126 Shares, respectively, allocated to accounts
maintained pursuant to the Issuer's deferred compensation plan for directors.
Shares beneficially owned by Mr. Jungers include 636 Shares held by his spouse.
Shares benefically owned by Mr. Wood include 19,509 Shares held by him as
custodian for two children. Shares beneficially owned by Mr. Lewis include 2,987
Shares held by his spouse.
(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
- ------------ ------------- ---------------------- -----------------------------
05/04/98 76,000 $29.69 Open Market Purchase
05/04/98 17,700 $29.75 Open Market Purchase
05/04/98 5,200 $29.88 Open Market Purchase
05/04/98 1,000 $29.94 Open Market Purchase
05/04/98 1,400 $30.00 Open Market Purchase
05/05/98 7,900 $29.88 Open Market Purchase
05/05/98 5,000 $29.94 Open Market Purchase
05/05/98 15,000 $30.00 Open Market Purchase
05/06/98 25,700 $29.88 Open Market Purchase
05/06/98 14,000 $30.00 Open Market Purchase
05/07/98 17,100 $29.88 Open Market Purchase
05/08/98 18,000 $30.00 Open Market Purchase
05/11/98 2,200 $26.63 Open Market Purchase
05/11/98 3,100 $29.56 Open Market Purchase
05/11/98 11,300 $29.69 Open Market Purchase
05/11/98 10,000 $30.00 Open Market Purchase
05/12/98 34,000 $29.63 Open Market Purchase
05/12/98 5,000 $29.56 Open Market Purchase
05/12/98 7,200 $29.69 Open Market Purchase
05/27/98 13,000 $27.69 Open Market Purchase
05/28/98 2,000 $27.88 Open Market Purchase
05/28/98 1,100 $27.81 Open Market Purchase
05/28/98 387,600 $27.63 Open Market Purchase
05/29/98 250,000 $27.88 Open Market Purchase
05/29/98 5,000 $28.06 Open Market Purchase
06/12/98 25,200 $26.81 Open Market Purchase
06/12/98 44,800 $26.88 Open Market Purchase
06/12/98 10,100 $26.75 Open Market Purchase
06/12/98 5,000 $27.00 Open Market Purchase
To the knowledge of the Reporting Person, the executive officers and directors
of the Reporting Person have effected no transactions in the Shares in the past
60 days, except (i) an exercise of three (3) stock options by Mr. McCabe on May
15, 1998 to purchase an aggregate of 2,966 Shares and the sale by Mr. McCabe of
an aggregate of 1,147 Shares to cover the payment of the option exercise price
and (ii) the open market sale of 33,354 and 678 Shares by Mr. Jungers and Mr.
Jungers' spouse, respectively, on June 12, 1998 at a price of $26.875 per Share.
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 114,272,383 Shares beneficially owned by the Reporting Person,
(i) 10,334,620 Shares are issuable to the Reporting Person if it elects to
convert in full its subordinated debentures of the Issuer and (ii) 98,063 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 14,063 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 18,075 Shares within 60 days; Dr.
George N. Hatsopoulos has the right to acquire 117,187 Shares within 60 days;
Mr. John N. Hatsopoulos has the right to acquire 70,312 Shares within 60 days;
Mr. Arvin Smith has the right to acquire 292,968 Shares within 60 days; Mr.
Frank Jungers has the right to acquire 17,257 Shares within 60 days; Mr. Robert
A. McCabe has the right to acquire 13,737 Shares within 60 days; Mr. Paul F.
Kelleher has the right to acquire 18,750 Shares within 60 days; and Mr. Peter G.
Pantazelos has the right to acquire 5,858 Shares within 60 days.
<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: July 6, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
Melissa F. Riordan
Treasurer
Appendix A is hereby amended and restated in its entirety as follows:
APPENDIX A
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 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 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 investment 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 of President
and then as Chairman of the Board. His business address is Rubbermaid
Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Robert W. O'Leary:
Director, Thermo Electron
Mr. O'Leary is the Chairman and Chief Executive Officer of Premier, Inc., a
strategic healthcare alliance. His business address is Premier, Inc., 12225 El
Camino Real, San Diego, California 92130.
Hutham S. Olayan:
Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America Corporation, a
member of the Olayan Group that is 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 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
Peter G. Pantazelos: Executive Vice President, Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President, Thermo Electron
Earl R. Lewis: Senior Vice President, Thermo Electron
William A. Rainville: Senior Vice President, Thermo Electron
John W. Wood Jr.: Senior Vice President, Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance & Administration and
Chief Accounting Officer, Thermo Electron
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