UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ThermoRetec Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883592 10 7
(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)
May 5, 1999
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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
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
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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 10,253,958
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
10,253,958
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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
10,253,958
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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
72.9%
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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 of common stock, par value $.01 per share, of ThermoRetec
Corporation, as set forth below.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety as follows:
This Amendment relates to the shares (the "Shares") of common stock, par
value $0.01 per share, of ThermoRetec Corporation (the "Issuer"). The Issuer's
principal executive offices are located at 9 Pond Lane, Suite 5A, Concord,
Massachusetts 01742-2851.
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, 9,756,000 Shares were beneficially owned by Thermo TerraTech Inc.
("TerraTech"), a majority-owned subsidiary of the Reporting Person.
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).
<PAGE>
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.
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 $525,000 in purchasing
securities 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
Item 4 is hereby amended and restated in its entirety as follows:
On May 5, 1999, the Reporting Person announced modifications to its
previously announced plan to merge the Issuer, along with The Randers Killam
Group Inc. ("Randers"), a majority-owned, publicly traded subsidiary of
TerraTech, into TerraTech. The Reporting Person announced that, under the
modified plan, each of the Issuer, Randers, and TerraTech would be merged into
and become wholly owned subsidiaries of the Reporting Person. Public
shareholders of each of the Issuer, Randers, and TerraTech would receive shares
of common stock of the Reporting Person in exchange for their shares of the
common stock of the Issuer, Randers, and TerraTech, respectively. Certain
conditions to the proposed transactions are set forth in Item 6.
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 497,958
Shares, or approximately 3.6% of the outstanding Shares, owned directly by the
Reporting Person and 9,756,000 Shares, or approximately 70.6% of the outstanding
Shares, owned by TerraTech. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person beneficially own an
aggregate of 220,782 Shares or approximately 1.6% 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 155,000 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)
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John M. Albertine 4,500
Peter O. Crisp 4,500
Elias P. Gyftopoulos 30,600
George N. Hatsopoulos 9,000
John N. Hatsopoulos 61,282
Brian D. Holt 0
Frank Jungers 15,000
John T. Keiser 0
Paul F. Kelleher 23,000
Earl R. Lewis 0
Robert A. McCabe 4,500
Theo Melas-Kyriazi 22,500
Donald E. Noble 10,500
Hutham S. Olayan 4,500
Robert W. O'Leary 0
William A. Rainville 24,000
Arvin H. Smith 2,400
Richard F. Syron 0
Roger D. Wellington 4,500
All directors and current executive officers as 220,782
a group (19 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, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr. Rainville, Mr. Smith,
Mr. Wellington and all directors and executive officers as a group include
4,500, 4,500, 29,600, 7,500, 22,500, 4,500, 15,000, 4,500, 22,500, 6,000, 4,500,
22,500, 2,400, 4,500, and 155,000 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 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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first and second paragraphs of Item 6 are hereby amended and restated
in their entirety as follows:
As set forth in Item 4 hereof, the Reporting Person has announced that the
Issuer, along with Randers and TerraTech, may be merged into the Reporting
Person. The completion of this transaction 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,
Randers, and TerraTech, including the independent directors of such companies,
negotiation and execution of definitive purchase and sale or merger agreements,
clearance by the Securities and Exchange Commission of a registration statement
and proxy materials regarding the proposed transaction, and, where appropriate,
receipt of fairness opinions from investment banking firms.
Of the 10,253,958 Shares beneficially owned by the Reporting Person, (i)
502,750 Shares are issuable to the Reporting Person if it elects to convert in
full its subordinated convertible debentures of the Issuer and (ii) 53,000
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 31,500 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: Mr. J.
Hatsopoulos has the right to acquire 22,500 Shares within 60 days; Dr. Elias P.
Gyftopoulos has the right to acquire 25,100 Shares within 60 days; Mr.
Melas-Kyriazi has the right to acquire 22,500 Shares within 60 days; Mr.
Kelleher has the right to acquire 15,000 Shares within 60 days; and Mr.
Rainville has the right to acquire 22,500 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: May 10, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
<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 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. He has been the vice chairman of Rockefeller
Financial Services, Inc. since December 1997.
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 Chairman of Pilot Capital Corporation, a firm which is
engaged in private investments. 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.
<PAGE>
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chairman 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
firm engaged in private investments, including real estate, and advisory
services. 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
Dr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. In March 1999, Dr. Syron was appointed
President and Chief Executive Officer of Thermo Electron, effective June 1,
1999. 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 and Vice Chairman of the
Board, Thermo Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
<PAGE>
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
