UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ThermoTrex Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883666-10-9
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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)
January 14, 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).
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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) [ ]
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
10,856,510
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,856,510
10 SHARED VOTING POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,856,510
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
55.4%
14 TYPE OF REPORTING PERSON *
CO
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Thermo Electron Corporation (the "Reporting Person") hereby
amends its statement on Schedule 13D relating to the shares (the
"Shares") of common stock, $.01 par value per share, of
ThermoTrex Corporation (the "Issuer"), as set forth below.
Item 2. Identity and Background.
The first paragraph of Item 2 is hereby amended and restated
in its entirety as follows:
This Amendment is being filed by 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 November 1997, of more
than one percent.
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
$5,287,067.50 in purchasing securities 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 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as
follows:
(a) The Reporting Person beneficially owns 10,856,510
Shares, or approximately 55.4% of the outstanding Shares. Of the
10,568,510 Shares beneficially owned by the Reporting Person,
370,370 Shares are issuable to the Reporting Person if it elects
to convert in full its subordinated convertible debentures of the
Issuer. To the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person beneficially own
an aggregate of 180,426 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 120,800 Shares that
such persons have the right to acquire within 60 days. 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 4,500
Peter O. Crisp 44,165
Elias P. Gyftopoulos 4,500
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George N. Hatsopoulos 44,889
John N. Hatsopoulos 23,844
Frank Jungers 11,000
Paul F. Kelleher 8,916
Robert A. McCabe 10,000
Frank E. Morris 4,500
Donald E. Noble 4,500
Hutham S. Olayan 4,500
Peter G. Pantazelos 6,848
William A. Rainville 1,797
Arvin H. Smith 1,967
Roger D. Wellington 4,500
All directors and current executive
officers as a group (17 persons) 180,426
_________
(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. Wellington, and all directors and current executive
officers as a group include 4,500, 28,800, 4,500, 30,000, 21,000,
4,500, 5,000, 4,500, 4,500, 4,500, 4,500, 4,500, and 120,800
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 or executive officers of the
Issuer, all such persons disclaim beneficial ownership of the
Shares owned by the Reporting Person.
Item 5(c) is hereby amended and restated in its entirety as
follows:
(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
01/14/98 200,000 $18.25 Open Market Purchase
01/14/98 48,800 $18.75 Open Market Purchase
01/15/98 2,000 $18.56 Open Market Purchase
01/15/98 2,500 $18.63 Open Market Purchase
01/21/98 9,000 $18.38 Open Market Purchase
01/21/98 1,000 $18.75 Open Market Purchase
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01/22/98 200 $18.06 Open Market Purchase
01/22/98 3,000 $18.13 Open Market Purchase
01/22/98 6,500 $18.25 Open Market Purchase
01/22/98 100 $18.38 Open Market Purchase
01/26/98 3,000 $17.00 Open Market Purchase
01/26/98 1,000 $17.13 Open Market Purchase
01/26/98 6,000 $17.25 Open Market Purchase
01/27/98 200 $17.38 Open Market Purchase
01/27/98 4,700 $17.75 Open Market Purchase
To the knowledge of the Reporting Person, no executive
officer or director of the Reporting Person has effected any
transactions in Shares of the Issuer in the past 60 days, except
as follows: (i) On January 2, 1998, Mr. Pantazelos exercised an
option to purchase 1,800 shares of the Issuer. Of the 1,800
shares, he sold 952 shares to cover the cost of the option
exercise and the tax liability associated with the exercise; (ii)
On January 7, 1998, Mr. Rainville exercised an option to purchase
2,700 shares of the Issuer. Of the 2,700 shares, he sold 903
shares to cover the cost of the option exercise; (iii) On January
12, 1998, Mr. Kelleher exercised an option to purchase 5,400
shares of the Issuer. Of the 5,400 shares, he sold 1,484 shares
to cover the cost of the tax liability associated with the
exercise; (iv) On January 14, 1998, Mr. George Hatsopoulos
exercised an option to purchase 6,600 shares of the Issuer. Of
the 6,600 shares he sold 3,587 shares to cover the costs of the
option exercise and the tax liability associated with the
exercise; and (v) On January 15, 1998, Mr. Smith exercised an
option to purchase 2,700 shares of the Issuer. Of the 2,700
shares, he sold 733 shares to cover the cost of the tax liability
associated with the exercise.
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 10,856,510 Shares beneficially owned by the Reporting
Person, (i) 370,370 Shares are issuable to the Reporting Person
if it elects to convert in full its convertible subordinated
debentures of the Issuer and (ii) 111,622 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 30,000
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Shares within 60 days; Mr. John N. Hatsopoulos has the right to
acquire 21,000 Shares within 60 days; Mr. Peter O. Crisp has the
right to acquire 28,800 Shares within 60 days; and Mr. Paul F.
Kelleher has the right to acquire 5,000 Shares within 60 days.
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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: March 31, 1998 THERMO ELECTRON CORPORATION
By:/s/ Melissa F. Riordan
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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 Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046.
John M. Albertine: Director, Thermo
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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
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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
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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
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Mr. Jungers is a consultant on business and energy matters.
His business address is 822 N.W. 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.
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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
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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
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Mr. Wellington is the President and Chief Executive Officer
of Wellington Consultants, Inc. and of Wellington Associates,
Inc., international business consulting firms. His business
address is P.O. Box 8186, Longboat Key, Florida 34288.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief Executive
Officer,
Thermo Electron
John N. Hatsopoulos: Director, President and
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Chief Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
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Corporate Development
Thermo Electron
Arvin H. Smith: Executive Vice President,
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Thermo Electron
William A. Rainville: Senior Vice President,
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Thermo Electron
John W. Wood Jr.: Senior Vice President,
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Thermo Electron
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Paul F. Kelleher: Senior Vice President,
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Finance & Administration
and Chief Accounting
Officer, Thermo Electron
