UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Thermedics Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
883901-10-0
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781)622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 20, 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 (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>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
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) [ ]
- -------------------------------------------------------------------------------
- ---------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC; 00
- ---------------------------
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 27,633,124
WITH
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
27,633,124
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
27,633,124
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
66.3%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------------------------------------------------------------------------------
<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 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 June 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 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 has expended approximately $22,553,390 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. In addition, the
Shares described in Item 6 relating to the acquisition by the Issuer of TMO TCA
Holdings Inc. from the Reporting Person were acquired as consideration for the
sale of TMO TCA Holdings Inc. to the Issuer.
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 determining whether to do so, 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.
<PAGE>
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 27,633,124 Shares, or
approximately 66.3% 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 540,382 Shares or approximately 1.5% 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 378,250 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.
Name Number of Shares(1)
- ---- -------------------
John M. Albertine 4,500
Peter O. Crisp 35,602
Elias P. Gyftopoulos 10,048
George N. Hatsopoulos 63,681
John N. Hatsopoulos 64,630
Frank Jungers 9,050
Paul F. Kelleher 20,360
Earl R. Lewis 0
Robert A. McCabe 6,998
Frank E. Morris 4,500
Donald E. Noble 14,173
Robert W. O'Leary 0
Hutham S. Olayan 4,500
Peter G. Pantazelos 18,144
William A. Rainville 0
Arvin H. Smith 91,290
Richard F. Syron 0
Roger D. Wellington 4,500
John W. Wood Jr. 188,406
All directors and current executive 540,382
officers as a group (19 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. Smith, Mr. Wellington, Mr.
Wood and all directors and executive officers as a group include 4,500, 10,050,
4,500, 50,000, 50,000, 4,500, 19,000, 4,500, 4,500, 4,500, 4,500, 82,500, 4,500,
130,700, and 378,250 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,
Mr. J. Hatsopoulos, Mr. Kelleher, Mr. Pantazelos, Mr. Smith and all directors
and current executive officers as a group include 1,635, 1,737, 1,294, 1,952,
1,445 and 8,063 full Shares, respectively, allocated to their respective
accounts maintained pursuant to the Reporting Person's employee stock ownership
plan ("ESOP"). Shares beneficially owned by Mr. Crisp include 7,447 Shares
allocated to Mr. Crisp's account maintained pursuant to the Issuer's deferred
compensation plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos
include 562 Shares held by his spouse and 92 Shares allocated to the account of
his spouse maintained pursuant to the Reporting Person's ESOP. Shares
beneficially owned by Mr. Jungers include 1,550 Shares held by Mr. Jungers'
spouse. Shares beneficially owned by Mr. Wood include 2,600 Shares held by him
as custodian for two minor children.
<PAGE>
(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
- -----------------------------------------------------------------------------
06/30/98 25,500 $12.56 Open Market Purchase
07/03/98 280,000 $13.25 Open Market Purchase
07/09/98 4,900 $12.35 Open Market Purchase
07/10/98 203,300 $12.44 Open Market Purchase
07/13/98 4,200 $12.15 Open Market Purchase
07/14/98 8,200 $12.35 Open Market Purchase
07/15/98 132,400 $12.62 Open Market Purchase
07/16/98 2,500 $12.44 Open Market Purchase
07/17/98 204,400 $12.50 Open Market Purchase
07/20/98 10,700 $12.70 Open Market Purchase
07/21/98 79,400 $12.22 Open Market Purchase
07/22/98 99,900 $12.11 Open Market Purchase
07/23/98 250,100 $12.06 Open Market Purchase
07/24/98 28,000 $11.99 Open Market Purchase
07/27/98 17,300 $11.77 Open Market Purchase
07/28/98 39,200 $11.88 Open Market Purchase
07/29/98 243,000 $12.48 Open Market Purchase
07/30/98 126,700 $12.73 Open Market Purchase
07/31/98 54,700 $12.25 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The following is added as the first paragraph of Item 6:
The Issuer's Board of Directors has voted to issue 4,880,553 Shares to the
Reporting Person in exchange for 100% of the stock of TMO TCA Holdings Inc.,
which is the beneficial owner of 3,355,705 shares of the common stock, $.10 par
value per share, of Thermo Cardiosystems Inc., a majority-owned, publicly traded
subsidiary of the Issuer. The Issuer's issuance of the 4,880,553 Shares to the
Reporting Person is subject to the approval by the Issuer's shareholders of the
listing of such Shares on the American Stock Exchange. The vote to approve such
listing is assured as a result of the Reporting Person's majority ownership of
the Issuer, and thus such Shares have been treated by the Issuer as already
issued and outstanding.
The former first paragraph of Item 6 is hereby amended and restated in its
entirety as follows:
Of the 27,633,124 Shares beneficially owned by the Reporting Person,
100,175 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 36,000 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 50,000
Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 50,000
Shares within 60 days; Mr. Peter O. Crisp has the right to acquire 9,050 Shares
within 60 days; Mr. Arvin H. Smith has the right to acquire 82,500 Shares within
60 days; Mr. John W. Wood, Jr. has the right to acquire 130,700 Shares within 60
days; and Mr. Paul F. Kelleher has the right to acquire 19,000 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: August 7, 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 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>
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
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. 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
<PAGE>
