UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 12, 1998
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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<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*
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(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 114,272,383
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
114,272,383
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10 SHARED DISPOSITIVE POWER
0
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<PAGE>
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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* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
86.2%
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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 a change in the
information previously reported under Items 4 and 6 of this Schedule 13D.
The Reporting Person develops, manufactures and markets analytical and
monitoring instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. The Reporting Person also develops alternative-energy
systems and clean fuels, provides a range of services including industrial
outsourcing and environmental-liability management, and conducts research and
development in advanced imaging, laser communications, and electronic
information-management technologies.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02454-9046.
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 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Any funds necessary for the proposed transactions described in Item 4 below
will be paid out of the Reporting Person's working capital.
Item 4. Purpose of Transaction
The following is hereby added as the first paragraph of Item 4:
On August 12, 1998, the Reporting Person issued a press release in which
it announced that ThermoSpectra Corporation ("ThermoSpectra"), a majority-owned,
publicly traded subsidiary of the Issuer, may be taken private and become a
wholly-owned subsidiary of the Issuer. Shareholders of ThermoSpectra would
receive cash or Shares of the Issuer in exchange for their shares of the common
stock, $.01 par value per share, of ThermoSpectra. In addition, the Reporting
Person announced that Thermedics Inc.'s ("Thermedics") equity interests in
Thermedics Detection Inc. ("Detection"), Thermo Sentron Inc. ("Sentron"), and
Thermo Voltek Corp. ("Voltek"), each presently majority-owned, publicly traded
subsidiaries of Thermedics, would be transferred to the Reporting Person for
shares of the common stock, $.10 par value per share, of Thermedics held by the
Reporting Person. The Reporting Person, in turn, would transfer such equity
interests in Detection, Sentron and Voltek to the Issuer in exchange for cash.
Detection may then be taken private and become a wholly-owned subsidiary of the
Issuer. Shareholders of Detection would receive cash or Shares of the Issuer in
exchange for their shares of common stock of Detection. In addition, the
proposed transfers with respect to the equity interest in Voltek would take
place only if Voltek is not sold to an unaffiliated third party, which sale is
presently being considered.
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 86.2% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 1,372,084 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 743,215 Shares that such persons have the right to acquire within
60 days through the exercise of stock options. Share 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
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 1,372,084
a group (18 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. Lewis, Mr. McCabe, 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, 7,614, 2,343,
5,858, 292,968, 2,343 and 743,215 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.
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 as follows: 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 the Reporting Person. 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 beneficially 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.
(b) 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
executive officers and directors of the Reporting Person have effected no
transactions in the Shares in the past 60 days.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The following is hereby added as the first paragraph of Item 6:
The completion of the transactions described in the first paragraph of
Item 4 is subject to numerous conditions, including the establishment of prices
or exchange ratios; confirmation of anticipated tax consequences; the
negotiation and execution of definitive agreements; the approval by the
directors of each of ThermoSpectra, Detection, Sentron, Voltek, Thermedics and
the Issuer, including the independent directors of such companies; clearance by
the Securities and Exchange Commission of any necessary documents regarding the
proposed transactions; the approval by the directors of the Reporting Person;
and fairness opinions from one or more investment banking firms on certain
financial aspects of the transactions.
The former 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 11,720 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.
Item 7. Material to be filed as Exhibits.
Item 7 is amended by adding the following as an exhibit:
(i) Press Release dated August 12, 1998.
<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: August 13, 1998 THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
<PAGE>
Exhibit (i) Press Release dated August 12, 1998.
THERMO ELECTRON PROPOSES CORPORATE REORGANIZATION
WALTHAM, Mass., August 12, 1998 -- Thermo Electron Corporation (NYSE-TMO) today
announced that its board of directors has authorized a proposed corporate
reorganization. The goals of the plan are to:
- Reduce the complexity of the company's corporate structure,
- Consolidate and strategically realign certain businesses to enhance
their competitive market positions and improve management
coordination, and
- Increase the liquidity in the public markets for stock of the
company's publicly traded subsidiaries by providing larger market
floats.
The proposed reorganization is expected to reduce the number of Thermo
Electron's majority-owned public subsidiaries from 23 to 15. The company expects
to promptly begin implementation of the reorganization, although it may take up
to two years to complete all aspects of the plan.
George N. Hatsopoulos, chairman of Thermo Electron, said, "We firmly
believe that spinouts continue to offer many advantages. The strategy is dynamic
- - allowing us to respond to changes in the marketplace and revamp those parts of
the structure that no longer meet our goals for a public subsidiary. In some
cases, the potential rewards for some of our companies have become out of line
with the risks. We will continue to closely monitor the performance of our
spinouts to assess their viability in the public markets. I wish to stress that
the benefits we anticipate from this reorganization are long term. We do not
anticipate any material benefits in the short term."
John N. Hatsopoulos, president and chief financial officer of Thermo
Electron, added, "Our number one goal for this plan is to simplify our company.
We also expect that larger, more closely aligned businesses will strengthen our
competitive positions. Larger size should create better liquidity for investors
by increasing the public float, and, we believe, keep in proper perspective some
of the problems experienced by our smaller subsidiaries."
The proposed corporate reorganization is best outlined in four general
categories:
1. Reorganization of biomedical businesses. The wholly owned biomedical group
of Thermo Electron, called Thermo Biomedical, would be transferred to
Thermo Electron's Thermedics subsidiary to better position the company to
expand its presence in that marketplace, while creating a focused company
for healthcare investors. Thermo Biomedical, which includes Bear Medical
Systems Inc.; Bird Products Corporation; Bird Life Design Corporation;
Stackhouse Inc.; SensorMedics Corporation; Medical Data Electronics, Inc.;
and Nicolet Biomedical Inc., had unaudited 1997 revenues of
-more-
<PAGE>
$232 million. These companies would be transferred from Thermo Electron
to Thermedics in exchange for Thermedics shares.
2. Realignment of instrument companies. First, Thermedics' non-biomedical
public subsidiaries - Thermo Sentron, Thermedics Detection, and Thermo
Voltek (if not sold to an unaffiliated third party) - would be transferred
to Thermo Electron's Thermo Instrument Systems subsidiary, creating
efficiencies by aligning these industrial instrumentation businesses with
the instrument family of companies for a better strategic fit. Thermedics'
majority ownership in each of these subsidiaries would be transferred to
Thermo Electron for shares of Thermedics common stock held by Thermo
Electron. Thermo Electron, in turn, would transfer these equity interests
to Thermo Instrument Systems in exchange for cash. If Thermo Voltek is not
sold to an unaffiliated third party, it would become a wholly owned
subsidiary of Thermo Instrument Systems.
Second, two public Thermo Instrument Systems subsidiaries - Metrika
Systems and ONIX Systems - and Thermo Sentron, would be merged to form one
combined majority-owned public subsidiary of Thermo Instrument Systems.
The company believes that the combined entity, with complementary
products, technologies, and distribution networks, would be better able to
address the market for industrial sensors and advanced process control
systems. Shareholders of each of the three companies would receive shares
of common stock in the combined entity in exchange for their shares in the
subsidiaries.
Third, ThermoSpectra, a public subsidiary of Thermo Instrument
Systems, along with Thermedics Detection, would be taken private and
become wholly owned subsidiaries of Thermo Instrument Systems.
ThermoSpectra and Thermedics Detection shareholders would receive cash or
Thermo Instrument Systems common stock in exchange for their shares of
common stock of ThermoSpectra or Thermedics Detection.
3. Consolidation of industrial outsourcing companies. The public and private
subsidiaries of Thermo Electron's Thermo TerraTech subsidiary - Thermo
Remediation, The Randers Group, and Thermo EuroTech - would be
consolidated into Thermo TerraTech to strengthen the group's ability to
compete in the industrial and environmental outsourcing markets, as well
as enhance their ability to withstand adverse market conditions.
Shareholders of each of these subsidiaries would receive common stock in
Thermo TerraTech in exchange for their shares in the subsidiaries.
4. Other strategic reorganizations. Thermo Coleman, a private subsidiary of
Thermo Electron, would be merged into Thermo Electron's ThermoTrex
subsidiary, consolidating the company's R&D and government-contract work
within one entity to offer greater efficiencies and enhance opportunities
to develop and commercialize technologies. Thermo Coleman shareholders
would receive shares of ThermoTrex common stock in exchange for their
Thermo Coleman shares.
Also, Thermo Power, a public subsidiary of Thermo Electron, would be
taken private and become a wholly owned subsidiary of Thermo Electron.
Shareholders of Thermo Power would receive cash or Thermo Electron common
stock in exchange for their shares of Thermo Power common stock.
-more-
<PAGE>
All convertible debentures previously issued by subsidiaries that will no
longer be majority-owned entities following this reorganization will be assumed
by the surviving public parent company, and will be convertible into common
stock of that company. Thermo Electron's guarantee of each of these convertible
debentures will not be affected by the proposed reorganization.
While these transactions will generate numerous costs, including
investment banking fees, legal fees, and government filings, the company does
not believe that any significant restructuring charges will be necessary.
The company also plans to divest of certain non-strategic businesses,
totaling approximately $100 million in revenues, that no longer fit its profile
for long-term growth potential.
Proposed Corporate Reorganization
Boldface type indicates public entity (*)
*Thermo Electron *Thermo Instrument
Thermo Power Thermedics Detection
Tecomet ThermoSpectra
Peter Brotherhood Thermo Voltek
Napco *ThermoQuest
*Thermo BioAnalysis
*Thermo Ecotek *Thermo Optek
*Thermo Vision
*Thermo Fibertek *New Co. (Thermo Sentron,
*Thermo Fibergen Metrika Systems, ONIX
Systems)
*Thermo TerraTech *ThermoTrex
Thermo Remediation Thermo Coleman
Randers Group *Trex Medical
Thermo EuroTech *ThermoLase
*Thermedics
Thermo Biomedical
*Thermo Cardiosystems
All of these transactions will be subject to numerous conditions,
including establishment of prices and exchange ratios, confirmation of
anticipated tax consequences, approval by the board of directors (including the
independent directors) of each of the affected majority-owned subsidiaries,
negotiation and execution of definitive purchase and sale or merger agreements,
clearance by the Securities and Exchange Commission of registration statements
and/or proxy materials regarding the proposed transactions, and, where
appropriate, fairness opinions from investment banking firms. Any such
transactions that will involve a public offering of securities will be made only
by means of a prospectus.
-more-
<PAGE>
Thermo Electron Corporation is a world leader in analytical and monitoring
instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. The company also develops alternative-energy systems and
clean fuels, provides a range of services including industrial outsourcing and
environmental-liability management, and conducts research and development in
advanced imaging, laser communications, and electronic information-management
technologies. With annual worldwide sales of $3.6 billion, Thermo Electron has
approximately 22,000 employees and operations in 23 countries. Headquarters are
in Waltham, Massachusetts. More information is available on the Internet at
http://www.thermo.com.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
company's annual report on Form 10-K, as amended, for the year ended January 3,
1998. These include risks and uncertainties relating to: the company's spinout
and acquisition strategies, competition, international operations, technological
change, possible changes in governmental regulations, regulatory approval
requirements, capital spending and government funding policies, dependence on
intellectual property rights, and the potential impact of the year 2000 on
processing date-sensitive information. In addition to the foregoing risks, the
proposed corporate reorganization is subject to the risk that the contemplated
benefits of the plan will not be achieved.
# # #
<PAGE>
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 02454-9046.
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 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.
<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.
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.
<PAGE>
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
