THERMO ELECTRON CORP
SC 13D/A, 1998-08-13
MEASURING & CONTROLLING DEVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)

                            Thermedics Detection Inc.

                                (Name of Issuer)

                     Common Stock, par value $.10 per share
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   88355E 10 5
                                 (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)


                               August 12, 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  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
[ ].

- ------------------------------------------------------------------------------


<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) [ 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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 NUMBER OF SHARES     7    SOLE VOTING POWER
   BENEFICIALLY
  OWNED BY EACH
 REPORTING PERSON          16,753,586
       WITH
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      8    SHARED VOTING POWER


                           0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      9    SOLE DISPOSITIVE POWER


                           16,753,586
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER


                           0
- -------------------------------------------------------------------------------


<PAGE>


- --------------------------------------------------------------------------------
            11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
                          PERSON
                          16,753,586
- ---------------------------
- -------------------------------------------------------------------------------
            12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
                           EXCLUDES CERTAIN SHARES*                        [   ]
- -------------------------------------------------------------------------------
- ---------------------------
            13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11


                           86.7%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
            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 Detection 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  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,  16,214,336  Shares were held by Thermedics  Inc.  ("Thermedics"),  a
majority-owned subsidiary of the Reporting Person.

      The  principal  business  address  and  principal  office  address  of the
Reporting  Person,  a  Delaware  corporation,   is  81  Wyman  Street,  Waltham,
Massachusetts 02454-9046.

      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.

      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 has expended  approximately  $154,000 in purchasing
Shares of the Issuer since the  Reporting  Person's last filing on Schedule 13D.
These funds were paid out of the Reporting  Person's working capital.  Any funds
necessary for the proposed  transactions  described in Item 4 below will be paid
out of the Reporting Person's working capital.

Item 4.     Purpose of Transaction

      The following is hereby added as the first paragraph of Item 4:

      On August 12, 1998,  the Reporting  Person issued a press release in which
it announced that Thermedics'  equity interests in the Issuer, a majority-owned,
publicly traded subsidiary of Thermedics,  would be transferred to the Reporting
Person for shares of the common stock,  $.10 par value per share,  of Thermedics
that are held by the Reporting  Person.  The Reporting  Person,  in turn,  would
transfer such equity  interest in the Issuer to Thermo  Instrument  Systems Inc.
("Thermo  Instrument"),  a  majority-owned,  publicly  traded  subsidiary of the
Reporting  Person, in exchange for cash.  Subsequently,  the Issuer may be taken
private and become a wholly owned subsidiary of Thermo Instrument.  Shareholders
of the Issuer would receive cash or shares of Thermo  Instrument common stock in
exchange for their Shares.

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 539,250
Shares, or approximately 2.8% of the outstanding  Shares,  owned directly by the
Reporting  Person,  and  16,214,336  Shares,  or  approximately   83.9%  of  the
outstanding  Shares,  owned by  Thermedics.  To the  knowledge of the  Reporting
Person,   the  executive   officers  and  directors  of  the  Reporting   Person
beneficially  own an aggregate of 138,936  Shares or  approximately  1.0% 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 120,833 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                                1,000
Peter O. Crisp                                   1,500
Elias P. Gyftopoulos                             1,600
George N. Hatsopoulos                            21,197
John N. Hatsopoulos                              21,262
Frank Jungers                                    1,455
Paul F. Kelleher                                 5,100
Earl R. Lewis                                    2,000
Robert A. McCabe                                 10,000
Donald E. Noble                                  1,968
Hutham S. Olayan                                 1,000
Robert W. O'Leary                                0
Peter G. Pantazelos                              2,000
William A. Rainville                             10,000
Arvin H. Smith                                   10,000
Richard F. Syron                                 0
Roger D. Wellington                              1,000
John W. Wood Jr.                                 47,854
All directors and current executive officers as  138,936
a group (18 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. Rainville, Mr.
Smith, Mr.  Wellington,  Mr. Wood and all directors and executive  officers as a
group include 1,000, 1,500, 1,000, 20,000,  20,000,  1,000, 5,000, 2,000, 1,000,
1,000, 2,000, 10,000,  10,000,  1,000, 43,333 and 120,833 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
include 57 Shares held by his spouse,  Shares  beneficially owned by Mr. Jungers
include  155 Shares  held by his spouse,  and Shares  beneficially  owned by Mr.
McCabe  include  9,000  Shares  held in a trust of which he and  members  of his
family are trustees.

      (c) The  Reporting  Person has effected  the  following  transaction  with
respect to the Shares since its last filing on Schedule 13D.
<PAGE>

  Date              Amount      Price Per Share        Transfer Type
- -----------------------------------------------------------------------------

07/29/98            17,000          $9.0625        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 since the
Reporting Person's last filing on Schedule 13D.

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:

     As set forth in Item 4 hereof,  the  Reporting  Person has  announced  that
Thermedics'  equity  interest in the Issuer may be  transferred to the Reporting
Person for shares of Thermedics'  common stock held by the Reporting Person. The
Reporting  Person, in turn, would transfer such equity interest in the Issuer to
Thermo  Instrument in exchange for cash.  Subsequently,  the Issuer may be taken
private  and  become  a  wholly  owned  subsidiary  of  Thermo  Instrument.  The
completion of these  transactions is subject to numerous  conditions,  including
the establishment of prices and exchange ratios, confirmation of anticipated tax
consequences,  approval by the directors of each of the Issuer,  Thermedics  and
Thermo  Instrument,  including  the  independent  directors  of such  companies,
negotiation and execution of definitive agreements,  clearance by the Securities
and  Exchange  Commission  of any  necessary  documents in  connection  with the
proposed  transactions,  approval by the directors of the  Reporting  Person and
fairness opinions from one or more investment banking firms on certain financial
aspects of the transactions.

      The former  second  paragraph of Item 6 is hereby  amended and restated in
its entirety as follows:

      Of the  16,753,586  Shares  beneficially  owned by the  Reporting  Person,
86,000  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 31,000 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. G.  Hatsopoulos  has the right to acquire 20,000 Shares
within 60 days; Mr. J. Hatsopoulos has the right to acquire 20,000 Shares within
60 days; Mr.  Kelleher has the right to acquire 5,000 Shares within 60 days; and
Mr. Wood has the right to acquire 20,800 Shares within 60 days.

Item 7.  Material to be filed as Exhibits

      Item 7 is hereby amended to add the following as an exhibit:

      (i) Press Release dated August 12, 1998.


<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 13, 1998


                                             THERMO ELECTRON CORPORATION



                                             By:   /s/ Kenneth J. Apicerno
                                                  Kenneth J. Apicerno
                                                  Treasurer


<PAGE>

                      Exhibit (i) Press Release dated August 12, 1998.

               THERMO ELECTRON PROPOSES CORPORATE REORGANIZATION

WALTHAM,  Mass., August 12, 1998 -- Thermo Electron Corporation (NYSE-TMO) today
announced  that its board of  directors  has  authorized  a  proposed  corporate
reorganization. The goals of the plan are to:

     -    Reduce  the   complexity   of  the  company's   corporate   structure,
     -    Consolidate and  strategically  realign certain  businesses to enhance
          their   competitive    market   positions   and   improve   management
          coordination,  and
     -    Increase  the  liquidity  in  the  public  markets  for  stock  of the
          company's  publicly  traded  subsidiaries  by providing  larger market
          floats.

      The  proposed  reorganization  is  expected to reduce the number of Thermo
Electron's majority-owned public subsidiaries from 23 to 15. The company expects
to promptly begin implementation of the reorganization,  although it may take up
to two years to complete all aspects of the plan.

      George N.  Hatsopoulos,  chairman  of Thermo  Electron,  said,  "We firmly
believe that spinouts continue to offer many advantages. The strategy is dynamic
- - allowing us to respond to changes in the marketplace and revamp those parts of
the  structure  that no longer meet our goals for a public  subsidiary.  In some
cases,  the potential  rewards for some of our companies have become out of line
with the risks.  We will  continue  to closely  monitor the  performance  of our
spinouts to assess their viability in the public markets.  I wish to stress that
the benefits we  anticipate  from this  reorganization  are long term. We do not
anticipate any material benefits in the short term."

      John N.  Hatsopoulos,  president  and chief  financial  officer  of Thermo
Electron,  added, "Our number one goal for this plan is to simplify our company.
We also expect that larger,  more closely aligned businesses will strengthen our
competitive positions.  Larger size should create better liquidity for investors
by increasing the public float, and, we believe, keep in proper perspective some
of the problems experienced by our smaller subsidiaries."

      The proposed  corporate  reorganization  is best  outlined in four general
categories:

   1. Reorganization of biomedical businesses. The wholly owned biomedical group
      of Thermo  Electron,  called Thermo  Biomedical,  would be  transferred to
      Thermo Electron's  Thermedics subsidiary to better position the company to
      expand its presence in that marketplace,  while creating a focused company
      for healthcare investors.  Thermo Biomedical,  which includes Bear Medical
      Systems Inc.;  Bird Products  Corporation;  Bird Life Design  Corporation;
      Stackhouse Inc.; SensorMedics Corporation; Medical Data Electronics, Inc.;
      and Nicolet Biomedical Inc., had unaudited 1997 revenues of

                                     -more-

<PAGE>


      $232 million. These companies would be transferred from Thermo Electron
      to Thermedics in exchange for Thermedics shares.

   2. Realignment of instrument  companies.  First,  Thermedics'  non-biomedical
      public  subsidiaries - Thermo Sentron,  Thermedics  Detection,  and Thermo
      Voltek (if not sold to an unaffiliated third party) - would be transferred
      to  Thermo  Electron's  Thermo  Instrument  Systems  subsidiary,  creating
      efficiencies by aligning these industrial  instrumentation businesses with
      the instrument family of companies for a better strategic fit. Thermedics'
      majority  ownership in each of these  subsidiaries would be transferred to
      Thermo  Electron  for  shares of  Thermedics  common  stock held by Thermo
      Electron.  Thermo Electron, in turn, would transfer these equity interests
      to Thermo Instrument Systems in exchange for cash. If Thermo Voltek is not
      sold to an  unaffiliated  third  party,  it would  become  a wholly  owned
      subsidiary of Thermo Instrument Systems.
            Second, two public Thermo Instrument Systems  subsidiaries - Metrika
      Systems and ONIX Systems - and Thermo Sentron, would be merged to form one
      combined  majority-owned  public subsidiary of Thermo Instrument  Systems.
      The  company  believes  that  the  combined  entity,   with  complementary
      products, technologies, and distribution networks, would be better able to
      address the market for  industrial  sensors and advanced  process  control
      systems.  Shareholders of each of the three companies would receive shares
      of common stock in the combined entity in exchange for their shares in the
      subsidiaries.
            Third,  ThermoSpectra,  a public  subsidiary  of  Thermo  Instrument
      Systems,  along with  Thermedics  Detection,  would be taken  private  and
      become   wholly  owned   subsidiaries   of  Thermo   Instrument   Systems.
      ThermoSpectra and Thermedics Detection  shareholders would receive cash or
      Thermo  Instrument  Systems  common  stock in exchange for their shares of
      common stock of ThermoSpectra or Thermedics Detection.

   3. Consolidation of industrial outsourcing companies.  The public and private
      subsidiaries of Thermo  Electron's  Thermo  TerraTech  subsidiary - Thermo
      Remediation,   The  Randers  Group,   and  Thermo   EuroTech  -  would  be
      consolidated  into Thermo  TerraTech to strengthen the group's  ability to
      compete in the industrial and environmental  outsourcing  markets, as well
      as  enhance  their  ability  to  withstand   adverse  market   conditions.
      Shareholders of each of these  subsidiaries  would receive common stock in
      Thermo TerraTech in exchange for their shares in the subsidiaries.

   4. Other strategic  reorganizations.  Thermo Coleman, a private subsidiary of
      Thermo  Electron,  would  be  merged  into  Thermo  Electron's  ThermoTrex
      subsidiary,  consolidating the company's R&D and government-contract  work
      within one entity to offer greater efficiencies and enhance  opportunities
      to develop and  commercialize  technologies.  Thermo Coleman  shareholders
      would  receive  shares of  ThermoTrex  common  stock in exchange for their
      Thermo Coleman shares.
            Also, Thermo Power, a public subsidiary of Thermo Electron, would be
      taken  private and become a wholly owned  subsidiary  of Thermo  Electron.
      Shareholders  of Thermo Power would receive cash or Thermo Electron common
      stock in exchange for their shares of Thermo Power common stock.

                                     -more-

<PAGE>

      All convertible  debentures previously issued by subsidiaries that will no
longer be majority-owned  entities following this reorganization will be assumed
by the surviving  public parent  company,  and will be  convertible  into common
stock of that company.  Thermo Electron's guarantee of each of these convertible
debentures will not be affected by the proposed reorganization.

      While  these   transactions  will  generate   numerous  costs,   including
investment  banking fees, legal fees, and government  filings,  the company does
not believe that any significant restructuring charges will be necessary.

      The  company  also  plans to divest of certain  non-strategic  businesses,
totaling approximately $100 million in revenues,  that no longer fit its profile
for long-term growth potential.


                        Proposed Corporate Reorganization
                    Boldface type indicates public entity (*)



*Thermo Electron                             *Thermo Instrument
     Thermo Power                                 Thermedics Detection
     Tecomet                                      ThermoSpectra
     Peter Brotherhood                            Thermo Voltek
     Napco                                        *ThermoQuest
                                                  *Thermo BioAnalysis
*Thermo Ecotek                                    *Thermo Optek
                                                  *Thermo Vision
*Thermo Fibertek                                  *New Co. (Thermo Sentron,
     *Thermo Fibergen                              Metrika Systems, ONIX
                                                   Systems)

*Thermo TerraTech                            *ThermoTrex
     Thermo Remediation                           Thermo Coleman
     Randers Group                                *Trex Medical
     Thermo EuroTech                              *ThermoLase

*Thermedics
     Thermo Biomedical
     *Thermo Cardiosystems

      All  of  these  transactions  will  be  subject  to  numerous  conditions,
including   establishment  of  prices  and  exchange  ratios,   confirmation  of
anticipated tax consequences,  approval by the board of directors (including the
independent  directors)  of each of the  affected  majority-owned  subsidiaries,
negotiation and execution of definitive  purchase and sale or merger agreements,
clearance by the Securities and Exchange  Commission of registration  statements
and/or  proxy  materials  regarding  the  proposed   transactions,   and,  where
appropriate,   fairness  opinions  from  investment   banking  firms.  Any  such
transactions that will involve a public offering of securities will be made only
by means of a prospectus.


                                     -more-

<PAGE>



      Thermo Electron Corporation is a world leader in analytical and monitoring
instruments;     biomedical    products    including    heart-assist    devices,
respiratory-care  equipment,  and mammography  systems;  and paper recycling and
papermaking equipment. The company 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.  With annual worldwide sales of $3.6 billion,  Thermo Electron has
approximately 22,000 employees and operations in 23 countries.  Headquarters are
in Waltham,  Massachusetts.  More  information  is  available on the Internet at
http://www.thermo.com.

This press release contains forward-looking  statements that involve a number of
risks and  uncertainties.  Important  factors that could cause actual results to
differ  materially from those indicated by such  forward-looking  statements are
set forth under the heading  "Forward-looking  Statements"  in Exhibit 13 to the
company's annual report on Form 10-K, as amended,  for the year ended January 3,
1998. These include risks and  uncertainties  relating to: the company's spinout
and acquisition strategies, competition, international operations, technological
change,  possible  changes  in  governmental  regulations,  regulatory  approval
requirements,  capital spending and government  funding policies,  dependence on
intellectual  property  rights,  and the  potential  impact  of the year 2000 on
processing date-sensitive  information.  In addition to the foregoing risks, the
proposed  corporate  reorganization is subject to the risk that the contemplated
benefits of the plan will not be achieved.


                                    # # #



<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  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>

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.

<PAGE>

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




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