UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Thermo BioAnalysis Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
88355H 10 8
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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)
April 17, 1998
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(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). <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; OO
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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
WITH 15,039,370
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
15,039,370
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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
15,039,370
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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
87.8%
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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 $.01 per share,
of Thermo BioAnalysis 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 an increase in the
Reporting Person's holdings of the Issuer's Shares since the Reporting Person's
last filing on Schedule 13D, in March 1998, of more than one percent. 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, 13,836,233 Shares were held by Thermo Instrument Systems Inc.
("Thermo Instrument"), a majority-owned subsidiary of the Reporting Person.
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 02254-9046.
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 have 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 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.
<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 $3,065,425 in purchasing
Shares of the Issuer on the open market 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 below relating to the acquisition by
the Issuer of the Clinical Products Group of Life Sciences International PLC
("LSI") from Thermo Instrument Systems Inc. ("Thermo Instrument") were acquired
as partial consideration for the sale of the Clinical Products Group 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 additional 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.
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
1,203,137 Shares, or approximately 8.5% of the outstanding Shares, owned
directly by the Reporting Person, and 13,836,233 Shares, or approximately 80.8%
of the outstanding Shares, owned by Thermo Instrument. To the knowledge of the
Reporting Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 157,000 Shares or approximately 1.1% 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 95,500 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 who owns Shares is set
forth below.
<PAGE>
Name Number of Shares(1)
John M. Albertine 1,000
Peter O. Crisp 1,000
Elias P. Gyftopoulos 15,000
George N. Hatsopoulos 27,300
John N. Hatsopoulos 37,200
Frank Jungers 5,500
Paul F. Kelleher 6,000
Robert A. McCabe 3,000
Frank E. Morris 1,000
Donald E. Noble 5,000
Hutham S. Olayan 1,000
Peter G. Pantazelos 2,000
William A. Rainville 6,000
Arvin H. Smith 39,000
Roger D. Wellington 1,000
John W. Wood Jr. 6,000
All directors and current executive officers as a group 157,000
(20 persons)
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(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. Pantazelos, Mr. Rainville,
Mr. Smith, Mr. Wellington, Mr. Wood and all directors and executive officers as
a group include 1,000, 1,000, 15,000, 17,300, 17,200, 1,500, 3,000, 1,500,
1,000, 1,000, 1,000, 2,000, 6,000, 20,000, 1,000, 6,000 and 95,500 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.
(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
- ------------ ----------------- -------------------- ---------------------------
04/13/98 700 $21.75 Open Market Purchase
04/13/98 1,500 $22.00 Open Market Purchase
04/15/98 500 $22.50 Open Market Purchase
04/15/98 1,000 $22.75 Open Market Purchase
04/15/98 94,900 $22.38 Open Market Purchase
04/16/98 1,500 $22.25 Open Market Purchase
04/17/98 24,000 $22.00 Open Market Purchase
04/17/98 1,500 $22.25 Open Market Purchase
04/20/98 5,300 $22.50 Open Market Purchase
04/20/98 5,000 $22.38 Open Market Purchase
04/20/98 1,500 $22.63 Open Market Purchase
05/11/98 3,007,930 $22.163 Partial Consideration for
Acquisition
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 paragraph is added as the first paragraph of Item 6:
The Issuer has agreed to acquire the Clinical Products Group of LSI, which
is comprised of Shandon Inc. and its related businesses, from Thermo Instrument
(the "Acquisition"). Thermo Instrument will receive 3,007,930 Shares as partial
consideration for the Acquisition, valued at $22.163 per Share (the average of
the closing prices of the Shares on the American Stock Exchange for each of the
five trading days prior to April 20, 1998, the date the parties reached
agreement in principle on the material terms of the transaction). The closing of
the Acquisition 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 15,039,370 Shares beneficially owned by the Reporting Person,
112,950 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 24,500 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. Gyftopoulos has the right to acquire 15,000 Shares
within 60 days; Dr. G. Hatsopoulos has the right to acquire 15,000 Shares within
60 days; Mr. J. Hatsopoulos has the right to acquire 15,000 Shares within 60
days; Mr. Kelleher has the right to acquire 3,000 Shares within 60 days; and Mr.
Smith has the right to acquire 20,000 Shares within 60 days.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to include the additional exhibit listed below:
(xi) Share Purchase Agreement dated as of May 11, 1998 by and between the
Issuer and Thermo Instrument (filed as Exhibit 2.4 to the Issuer's Registration
Statement on Form S-1 [Reg. No. 333-52445] and incorporated herein by
reference).
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: June 15, 1998
THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
Melissa F. Riordan
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 02254-9046.
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 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.
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, 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. 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
William A. Rainville: Senior Vice President, Thermo Electron
Earl R. Lewis: Senior Vice President, Thermo Electron
Anne Pol: 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
