UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ThermoLase Corporation
----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883624-10-8
------------------
(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)
March 23, 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
30,113,004
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 30,113,004
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,113,004
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
79.1%
14 TYPE OF REPORTING PERSON *
CO
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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 ThermoLase 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, 27,960,996 shares were held by ThermoTrex
Corporation ("ThermoTrex"), 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
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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.
Item 3 is hereby amended and restated in its entirety as
follows:
The Reporting Person has expended approximately $13,931,601
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
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 (i) in order for ThermoTrex to
maintain at least 50% ownership of the Issuer or (ii) for other
purposes. In determining whether to do so for other purposes,
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 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.
Items 5(a) - (c) are hereby amended and restated in their
entirety as follows:
(a) The Shares beneficially owned by the Reporting Person
include 2,152,008 Shares, or approximately 5.7% of the
outstanding Shares, owned directly by the Reporting Person, and
27,960,996 shares, or approximately 73.4% of the outstanding
Shares, owned directly by ThermoTrex. To the knowledge of the
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Reporting Person, the executive officers and directors of the
Reporting Person beneficially own an aggregate of 327,242 Shares
or approximately 0.9% 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 273,108 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.
Name Number of
---- ---------
Shares(1)
------
John M. Albertine 2,000
Peter O. Crisp 57,443
Elias P. Gyftopoulos 61,400
George N. Hatsopoulos 31,125
John N. Hatsopoulos 42,329
Frank Jungers 3,300
Paul F. Kelleher 83,300
Robert A. McCabe 3,145
Frank E. Morris 2,000
Donald E. Noble 6,000
Hutham S. Olayan 2,000
Peter G. Pantazelos 1,200
William A. Rainville 10,000
Arvin H. Smith 10,000
Roger D. Wellington 2,000
John W. Wood Jr. 10,000
All directors and current executive 327,242
officers as a group (17 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. Rainville, Mr. Smith, Mr. Wellington, Mr. Wood and
all directors and executive officers as a group include 2,000,
22,508, 61,400, 28,800, 39,400, 2,000, 77,000, 2,000, 2,000,
2,000, 2,000, 10,000, 10,000, 2,000, 10,000 and 273,108 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
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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. Shares beneficially
owned by Ms. Hutham S. Olayan do not include 10,000 Shares owned
by Crescent Growth Fund, Ltd., which is indirectly controlled by
Mr. Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan disclaims
beneficial ownership of the Shares owned by Crescent Growth Fund,
Ltd.
(c) The Reporting Person has effected the following
transactions with respect to the Shares since its last Schedule
13d was filed:
DATE AMOUNT (SHS.) PRICE PER TRANSFER TYPE
YPE
SHARE
03/13/98 10,900 $6.88 Purchase on Open
Market
03/16/98 75,100 $6.88 Purchase on Open
Market
03/17/98 56,500 $6.63 Purchase on Open
Market
03/17/98 8,900 $8.56 Purchase on Open
Market
03/18/98 7,300 $6.50 Purchase on Open
Market
03/19/98 4,600 $6.38 Purchase on Open
Market
03/19/98 4,700 $6.50 Purchase on Open
Market
03/19/98 600 $6.31 Purchase on Open
Market
03/19/98 100 $6.44 Purchase on Open
Market
03/20/98 50,000 $5.81 Purchase on Open
Market
03/20/98 52,700 $6.00 Purchase on Open
Market
03/20/98 22,600 $5.88 Purchase on Open
Market
03/20/98 10,000 $6.25 Purchase on Open
Market
03/23/98 8,000 $6.00 Purchase on Open
Market
03/23/98 167,500 $5.50 Purchase on Open
Market
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04/06/98 2,000,000 $5.00 Private Purchase by
ThermoTrex
04/06/98 200,000 $5.00 Private Purchase by
Thermo Electron
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, other than an
open market purchase by Dr. Elias P. Gyftopoulos of 1,000 shares
at a price of $8.00 per share on March 3, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
The first paragraph of Item 6 is hereby amended and restated
in its entirety as follows:
Of the 30,113,004 Shares beneficially owned by the Reporting
Person, 196,750 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 74,000 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.
Elias P. Gyftopoulos has the right to acquire 61,400 Shares
within 60 days; Dr. George N. Hatsopoulos has the right to
acquire 28,800 shares within 60 days; Mr. John N. Hatsopoulos has
the right to acquire 14,400 shares within 60 days; and Mr. Paul
F. Kelleher has the right to acquire 72,000 shares within 60
days.
On April 6, 1998, Thermo Electron and ThermoTrex entered
into an agreement with The Crown in Right of Alberta ("Alberta")
pursuant to which Thermo Electron and ThermoTrex agreed to
purchase 2,000,000 and 200,000 Shares, respectively, from Alberta
at a price of $5.00 per share in a private transaction.
Item 7. Items filed as Exhibits.
The following is hereby added as an additional exhibit to
this Schedule 13D:
(i) Agreement by and among The Crown in Right of Alberta,
ThermoTrex Corporation and Thermo Electron Corporation
relating to the purchase of an aggregate of 2,200,000
Shares by ThermoTrex and Thermo Electron.
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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: April 6, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
----------------------
Melissa F. Riordan
Treasurer
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Appendix A is hereby amended and restated in its entirety as
follows:
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 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 September 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 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, a firm 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
John W. Wood Jr.: Senior Vice President,
-----------------
Thermo Electron
Paul F. Kelleher: Senior Vice President,
-----------------
Finance & Administration
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and Chief Accounting
Officer, Thermo Electron
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EXHIBIT 1
AGREEMENT
The Crown in Right of Alberta, a sovereign government with a
principal place of business at Alberta Treasury, Room 502, 9515
107th Street, Edmonton, Alberta T5K 2C3, Canada (the "Seller"),
ThermoTrex Corporation, a Delaware corporation with a principal
place of business at 10455 Pacific Center Court, San Diego,
California 02121 ("ThermoTrex"), and Thermo Electron Corporation,
a Delaware corporation with a principal place of business at 81
Wyman Street, Waltham, Massachusetts 02254 ("Thermo Electron"),
hereby agree as follows:
1. The Seller hereby agrees to sell (i) 2,000,000 shares
of the common stock, $.01 par value per share (the "Common
Stock"), of ThermoLase Corporation ("ThermoLase") to ThermoTrex
and (ii) 200,000 shares of the Common Stock of ThermoLase to
Thermo Electron, in each case for consideration of $5.00 per
share, and to execute any and all further documents necessary to
complete the transfer of the shares sold hereunder (the "Shares")
to each of ThermoTrex and Thermo Electron.
2. The Seller represents and warrants that (i) it has good
and marketable title to the Shares, (ii) the Shares are not
subject to any encumbrance of any nature, and (iii) it does not
need the consent of any person to sell the Shares to each of
ThermoTrex and Thermo Electron.
3. The closing of the sale of the Shares will take place
on April 6, 1998.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of March 27, 1998.
THE CROWN IN RIGHT OF ALBERTA
By:/s/ Mike Neuman
---------------------------
Mike Neuman
Director, Banking and Cash
Management
THERMO ELECTRON CORPORATION
By: /s/ Gary S. Weinstein
--------------------------
Gary S. Weinstein
Vice President
THERMOTREX CORPORATION
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By: /s/ Gary S. Weinstein
--------------------------
Gary S. Weinstein
Chief Executive Officer
