UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Thermo Power Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883589 10 3
(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 which 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 9,302,306
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
9,302,306
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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
9,302,306
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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
78.6%
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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 Power 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 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).
<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 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.
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 expends amounts from time to time in purchasing
Shares of the Issuer. These funds are paid out of the Reporting Person's working
capital. The Reporting Person has made no such purchases since the date of its
last filing on Schedule 13D.
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 stated that the Issuer will be taken private and become a wholly owned
subsidiary of the Reporting Person, as previously announced on August 12, 1998.
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 Reporting Person beneficially owns 9,302,306 Shares. To the
knowledge of the Reporting Person, the executive officers and directors of the
Reporting Person beneficially own an aggregate of 238,558 Shares or
approximately 2.0% 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 131,400 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)
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John M. Albertine 3,000
Peter O. Crisp 37,427
Elias P. Gyftopoulos 6,925
George N. Hatsopoulos 54,282
John N. Hatsopoulos 46,753
Brian D. Holt 0
Frank Jungers 3,000
Paul F. Kelleher 15,370
John T. Keiser 0
Earl R. Lewis 10,000
Robert A. McCabe 11,629
Donald E. Noble 24,194
Robert W. O'Leary 0
Hutham S. Olayan 3,000
Peter G. Pantazelos 8,584
William A. Rainville 0
Arvin H. Smith 7,969
Richard F. Syron 0
Roger D. Wellington 6,425
John W. Wood Jr. 0
All directors and current executive 238,558
officers as a group (20 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, Mr. Noble, Ms. Olayan, Mr. Wellington, and all directors and
executive officers as a group include 3,000, 6,900, 3,000, 40,000, 40,000,
3,000, 9,000, 10,000, 3,000, 7,500, 3,000, 3,000 and 131,400 Shares,
respectively, that such person or members of the group have the right to acquire
within 60 days.
<PAGE>
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 Mr. Crisp and Mr.
Noble include 11,434 and 7,869 Shares, respectively, allocated to their
respective accounts maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include 114
Shares held by Dr. G. Hatsopoulos' spouse. Shares beneficially owned by Mr. J.
Hatsopoulos include 1,000 Shares held by Mr. J. Hatsopoulos' spouse.
(c) The Reporting Person has effected no transactions with respect to the Shares
since the date of its last filing on Schedule 13D. 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.
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:
As set forth in Item 4 hereof, the Reporting Person has announced that the
Issuer will be taken private and become a wholly-owned subsidiary of the
Reporting Person. The completion of this transaction is subject to numerous
conditions, including the establishment of a price; confirmation of anticipated
tax consequences; the approval of the Board of Directors of the Reporting
Person; the negotiation and execution of a definitive merger agreement; the
receipt of a fairness opinion from an investment banking firm; the approval of
the Issuer's Board of Directors (including its independent directors); and
clearance by the Securities and Exchange Commission of any necessary documents
regarding the proposed transaction.
Of the 9,302,306 Shares beneficially owned by the Reporting Person, 68,250
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 18,000 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.
George N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr.
John N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr.
Donald E. Noble has the right to acquire 7,500 Shares within 60 days; Mr. Peter
O. Crisp has the right to acquire 6,900 Shares within 60 days; Mr. Earl R. Lewis
has the right to acquire 10,000 Shares within 60 days; and Mr. Paul Kelleher has
the right to acquire 9,000 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 11, 1998 THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
<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 and director 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.
<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
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 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, Chief Financial Officer,
and Vice Chairman of the Board,
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
William A. Rainville: Chief Operating Officer, Recycling
and Recovery Systems
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
John T. Keiser: Chief Operating Officer, Biomedical
and New Technologies
