UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Thermedics Detection Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
88355E 10 5
(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)
December 10, 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) [ x ]
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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 16,950,286
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
16,950,286
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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
16,950,286
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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
87.7%
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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 Thermedics Detection 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 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, 16,214,336 Shares were held by Thermedics Inc. ("Thermedics"), a
majority-owned subsidiary of the Reporting Person.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02454-9046.
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.
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:
The Reporting Person has expended approximately $1,030,000 in purchasing
Shares of the Issuer since the Reporting Person's last filing on Schedule 13D.
These funds were paid out of the Reporting Person's working capital. 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 first paragraph of Item 4 is hereby amended and restated in its
entirety as follows:
On December 10, 1998, the Reporting Person issued a press release in which
it announced that Thermedics will transfer its Shares of the Issuer, a
majority-owned, publicly traded subsidiary of Thermedics, to the Reporting
Person as part of an exchange for the Reporting Person's wholly owned biomedical
group, but that such Shares will not then be transferred by the Reporting Person
to Thermo Instrument Systems Inc. ("Thermo Instrument"), a majority-owned,
publicly traded subsidiary of the Reporting Person, as had been announced on
August 12, 1998. In addition, the Issuer will be taken private and become a
wholly owned subsidiary of the Reporting Person. Shareholders of the Issuer will
receive cash in exchange for their Shares.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as
follows:
(a) The Shares beneficially owned by the Reporting Person include 735,950
Shares, or approximately 3.8% of the outstanding Shares, owned directly by the
Reporting Person, and 16,214,336 Shares, or approximately 83.9% of the
outstanding Shares, owned by Thermedics. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 147,678 Shares or approximately 0.8% 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 117,300 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)
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John M. Albertine 1,000
Peter O. Crisp 1,500
Elias P. Gyftopoulos 1,600
George N. Hatsopoulos 21,197
John N. Hatsopoulos 21,262
Brian D. Holt 2,000
Frank Jungers 1,000
John T. Keiser 17,000
Paul F. Kelleher 5,100
Earl R. Lewis 2,000
Robert A. McCabe 10,000
Donald E. Noble 1,968
Hutham S. Olayan 1,000
Robert W. O'Leary 0
Peter G. Pantazelos 2,000
William A. Rainville 10,000
Arvin H. Smith 10,000
Richard F. Syron 0
Roger D. Wellington 1,000
John W. Wood Jr. 38,051
All directors and current executive officers as 147,678
a group (20 persons)
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr.
Keiser, Mr. Kelleher, Mr. Lewis, Mr. McCabe, 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, 1,500, 1,000, 20,000, 20,000,
2,000, 1,000, 17,000, 5,000, 2,000, 1,000, 1,000, 1,000, 2,000, 10,000, 10,000,
1,000, 20,800 and 117,300 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 as follows: Shares beneficially owned by Dr. G. Hatsopoulos
include 57 Shares held by his spouse, and Shares beneficially owned by Mr.
McCabe include 9,000 Shares held in a trust of which he and members of his
family are trustees. Shares beneficially owned by Ms. Olayan do not include
50,000 Shares owned by Crescent International Holdings Limited, a member of the
Olayan Group. Crescent International Holdings Limited is indirectly controlled
by Mr. Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan disclaims beneficial
ownership of the Shares owned by Crescent International Holdings Limited.
<PAGE>
(c) The Reporting Person has effected the following transactions with
respect to the Shares in the past 60 days:
Date Amount Price Per Share Transfer Type
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10/19/98 65,000 $6.50 Open Market Purchase
10/27/98 48,000 $7.625 Open Market Purchase
10/29/98 1,600 $7.9375 Open Market Purchase
11/11/98 2,200 $7.875 Open Market Purchase
11/12/98 1,600 $7.812 Open Market Purchase
11/13/98 7,700 $8.00 Open Market Purchase
11/18/98 6,500 $8.00 Open Market Purchase
11/18/98 10,000 $8.125 Open Market Purchase
11/23/98 1,300 $7.75 Open Market Purchase
11/24/98 1,300 $7.75 Open Market Purchase
11/25/98 25,000 $8.00 Open Market Purchase
11/25/98 1,300 $7.75 Open Market Purchase
11/30/98 300 $7.75 Open Market Purchase
12/01/98 10,600 $7.75 Open Market Purchase
12/02/98 600 $7.625 Open Market Purchase
12/03/98 600 $7.625 Open Market Purchase
12/04/98 12,600 $7.625 Open Market Purchase
12/07/98 500 $7.625 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 since the
Reporting Person's last filing on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
<PAGE>
As set forth in Item 4 hereof, the Reporting Person has announced that
Thermedics will transfer its Shares of the Issuer to the Reporting Person as
part of an exchange for the Reporting Person's wholly owned biomedical group,
but that such Shares will not then be transferred by the Reporting Person to
Thermo Instrument, as had been announced on August 12, 1998. In addition, the
Issuer will be taken private and become a wholly owned subsidiary of the
Reporting Person. Shareholders of the Issuer will receive cash in exchange for
their Shares. The completion of these transactions is subject to numerous
conditions, including the establishment of prices and exchange ratios,
confirmation of anticipated tax consequences, approval by the directors of each
of the Issuer, Thermedics and Thermo Electron (including the independent
directors of the Issuer and Thermedics), negotiation and execution of definitive
agreements, clearance by the Securities and Exchange Commission of any necessary
documents in connection with the proposed transactions, and fairness opinions
from one or more investment banking firms.
Of the 16,950,286 Shares beneficially owned by the Reporting Person,
86,000 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 31,000 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. G. Hatsopoulos has the right to acquire 20,000 Shares
within 60 days; Mr. J. Hatsopoulos has the right to acquire 20,000 Shares within
60 days; Mr. Kelleher has the right to acquire 5,000 Shares within 60 days; and
Mr. Wood has the right to acquire 20,800 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: December 14, 1998 THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
<PAGE>
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 director and 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.
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.
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.
<PAGE>
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.
George N. Hatsopoulos: Director, Chairman of the Board and
Chief Executive Officer, Thermo
Electron
John N. Hatsopoulos: Director, Vice Chairman of the
Board and Chief Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Instrumentation, Thermo Electron
William A. Rainville: Chief Operating Officer, Recycling
and Recovery Systems, 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
Brian D. Holt: Chief Operating Officer,
Environmental and Energy,
Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and New Technologies,
Thermo Electron
