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)
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) [ ]
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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:
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
announcing, among other things, that Thermo Sentron Inc. ("Thermo Sentron"), a
majority-owned, publicly traded subsidiary of Thermedics Inc. ("Thermedics"),
will not be combined with Metrika Systems Corporation ("Metrika") and ONIX
Systems Inc. ("ONIX"), both majority-owned, publicly traded subsidiaries of the
Issuer, to form a new sensor and process control company, as had been announced
on August 12, 1998. In addition, Thermedics will transfer its shares of its
subsidiaries Thermo Sentron, Thermedics Detection Inc. ("Thermedics Detection")
and Thermo Voltek Corp. ("Thermo Voltek") to the Reporting Person, but those
shares will not then be transferred to the Issuer, as had been announced on
August 12. ThermoSpectra Corporation ("ThermoSpectra"), a public subsidiary of
the Issuer, will be taken private and become a wholly owned subsidiary of the
Issuer. ThermoSpectra shareholders would receive cash in exchange for their
shares of ThermoSpectra common stock.
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 1,391,026 Shares or approximately 1.2% 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 823,923 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 2,343
Elias P. Gyftopoulos 57,743
George N. Hatsopoulos 179,141
John N. Hatsopoulos 94,226
Brian D. Holt 0
Frank Jungers 27,193
John T. Keiser 70,312
Paul F. Kelleher 23,364
Earl R. Lewis 188,250
Robert A. McCabe 56,818
Donald E. Noble 66,951
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. 39,509
All directors and current executive officers as 1,391,026
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. 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, 15,107, 117,187, 70,312, 14,993, 70,312, 18,750, 172,085, 10,771, 6,208,
2,343, 5,858, 292,968, 2,343, 20,000 and 823,923 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.
<PAGE>
(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 and Mr. Smith include 598, 661, 495 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 include 12,200 Shares allocated to accounts maintained pursuant to the
Issuer's deferred compensation plan for directors. 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.
(c) 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.
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 announced that Thermo
Sentron will not be combined with Metrika and ONIX to form a new sensor and
process control company, as had been announced on August 12, 1998. In addition,
Thermedics will transfer its shares of its subsidiaries Thermo Sentron,
Thermedics Detection and Thermo Voltek to the Reporting Person, but those shares
will not then be transferred to the Issuer, as had been announced on August 12.
ThermoSpectra will be taken private and become a wholly owned subsidiary of the
Issuer. ThermoSpectra shareholders would receive cash in exchange for their
shares of ThermoSpectra common stock. The completion of these transactions is
subject to numerous conditions, including the establishment of a price;
confirmation of anticipated tax consequences; the negotiation and execution of a
definitive merger agreement; the approval by the board of directors (including
the independent directors) of ThermoSpectra; clearance by the Securities and
Exchange Commission of any necessary documents regarding the proposed
transactions; the approval by the directors of the Issuer; and receipt of a
fairness opinion from an investment banking firm.
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) 82,613 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 11,715 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 15,107 Shares within 60 days; Dr.
George N. Hatsopoulos has the right to acquire 117,187 Shares within 60 days;
<PAGE>
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 14,993 Shares within 60 days; Mr. John T.
Keiser has the right to acquire 70,312 Shares within 60 days; Mr. Earl R. Lewis
has the right to acquire 172,085 Shares within 60 days; Mr. Robert A. McCabe has
the right to acquire 10,771 Shares within 60 days; Mr. Donald E. Noble has the
right to acquire 3,865 Shares within 60 days; Mr. Paul F. Kelleher has the right
to acquire 18,750 Shares within 60 days; Mr. Arvin H. Smith has the right to
acquire 292,968 Shares within 60 days; and Mr. Peter G. Pantazelos has the right
to acquire 5,858 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
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.
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, 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
