UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Thermo Power Corporation
-------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
883589-10-3
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781) 622-1000 Waltham, MA 02254-9046
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 10, 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).
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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
8,463,006
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
8,463,006
REPORTING 10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,463,006
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
71.6%
14 TYPE OF REPORTING PERSON *
CO
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act
of 1934, this Amendment No. 4 to Schedule 13D amends and restates
the entire text of the Schedule 13D, as previously amended,
previously filed by Thermo Electron Corporation relating to
shares of common stock, par value $.10 per share, of Thermo Power
Corporation.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of
common stock, par value $.10 per share, of Thermo Power
Corporation (the "Issuer"). The Issuer's principal executive
offices are located at 504 Airport Road, Santa Fe, New Mexico
87504.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation
(the "Reporting Person"). The Reporting Person is filing this
Amendment 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 June, 1997, of
more than one percent.
The principal business address and principal office address
of the Reporting Person is 81 Wyman Street, Waltham,
Massachusetts 02254. The Reporting Person is a Delaware
corporation.
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.
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
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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.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person has expended approximately $3,903,556
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
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 50%
ownership of the Issuer or for other purposes. In determining
whether to do so for other purposes, it 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 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 Reporting Person beneficially owns 8,463,006
Shares, or approximately 71.6% 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 231,744 Shares or approximately 1.9% 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 123,800 Shares that such persons have
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the right to acquire within 60 days. 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 3,000
Peter O. Crisp 35,012
Elias P. Gyftopoulos 6,925
George N. Hatsopoulos 54,282
John N. Hatsopoulos 60,753
Frank Jungers 3,000
Paul F. Kelleher 15,370
Robert A. McCabe 11,629
Frank E. Morris 3,000
Donald E. Noble 21,379
Hutham S. Olayan 3,000
Arvin H. Smith 7,969
Roger D. Wellington 6,425
All directors and current executive 231,744
officers as a group (16 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, Dr. Morris, Mr. Noble, Ms.
Olayan, Mr. Wellington and all directors and current executive
officers as a group include 3,000, 6,600, 3,000, 40,000, 40,000,
3,000, 9,000, 3,000, 3,000, 7,200, 3,000, 3,000 and 123,800
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 executive 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
10,319 and 6,754 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 him as custodian for two minor children.
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(c) To the knowledge of the Reporting Person, no executive
officer or director of the Reporting Person has effected any
transactions in the Shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Of the 8,463,006 Shares beneficially owned by the Reporting
Person, 81,850 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 21,000 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 7,200 Shares within 60 days; Mr. Peter O. Crisp has
the right to acquire 6,600 Shares within 60 days; and Mr. Paul F.
Kelleher has the right to acquire 9,000 Shares within 60 days.
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Signatures
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: April 15, 1998 THERMO ELECTRON CORPORATION
By: /s/Melissa F. Riordan
------------------------
Melissa F. Riordan
Treasurer
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Signatures
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: April 15, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
-------------------------
Melissa F. Riordan
Treasurer
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APPENDIX A
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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 Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046.
John M. Albertine: Director, Thermo Electron
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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 is a General Partner of Venrock Associates, a
venture capital investment firm. His business address is 30
Rockefeller Plaza, New York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
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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
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Mr. Jungers is a consultant on business and energy matters.
His business address is 822 N.W. 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 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
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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 and President of Competrol Real Estate Limited, firms
engaged in advisory services and private real estate investments,
respectively. Her business address is Suite 1100, 505 Park
Avenue, New York, New York 10022. Ms. Olayan is a citizen of
Saudi Arabia.
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: President and Chief
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Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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Corporate Development
Thermo Electron
Arvin H. Smith: Executive Vice President,
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Thermo Electron
William A. Rainville: Senior Vice President,
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Thermo Electron
John W. Wood, Jr.: Senior Vice President,
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Thermo Electron
Paul F. Kelleher: Senior Vice President,
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Finance & Administration
and Chief Accounting
Officer, Thermo Electron
