UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
ThermoLase Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883624-10-8
(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)
December 14, 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 which 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*
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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 33,908,040
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
33,908,040
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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
33,908,040
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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
85.0%
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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 ThermoLase
Corporation, as set forth below.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock, par
value $0.01 per share, of ThermoLase Corporation (the "Issuer"). The Issuer's
principal executive offices are located at 2055-C Luna Road, Carrollton,
Texas 75006.
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 Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the
information 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,
27,960,996 Shares were held by ThermoTrex Corporation ("TKN"), a majority-owned
subsidiary of the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Pursuant to the merger agreement described in Item 4 below, the Reporting
Person would issue shares of its common stock, $1.00 par value per share, in
exchange for the Shares owned by the Issuer's public shareholders.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On December 17, 1999, the Issuer issued a press release stating that it
has entered into a definitive agreement and plan of merger with the Reporting
Person, under which the Reporting Person would acquire all of the outstanding
Shares held by the public shareholders of the Issuer in exchange for shares of
the Reporting Person's common stock (the "TMO Common Stock"). Following the
merger, the Shares would cease to be publicly traded. The Issuer's board of
directors approved the merger agreement based on a recommendation from a Special
Committee of its board of directors formed to evaluate the Reporting Person's
offer.
Under the agreement, the number of shares of TMO Common Stock to be issued
to the Issuer's public shareholders will be determined at the completion of the
merger (the "effective date"), as described below.
<PAGE>
o If the average closing price of TMO Common Stock is between $11.925 and
$17.887 for the 20 trading days prior to the effective date of the merger,
a preliminary exchange ratio of 0.158 shares of TMO Common Stock for each
Share would be adjusted on the effective date by multiplying the 0.158 by
a fraction of which the numerator would be $14.906 (the average per-share
closing price of TMO Common Stock for the 20 trading days ended December
13, 1999), and of which the denominator would be the average per-share
closing price of TMO Common Stock for the 20 trading days ending on the
day before the effective date.
o If the average closing price of TMO Common Stock for the 20 trading days
prior to the effective date is below $11.925, the exchange ratio would be
fixed at 0.198 shares of TMO Common Stock per Share.
o If the average closing price of TMO Common Stock for the 20 trading days
prior to the effective date is above $17.887, the exchange ratio would be
fixed at 0.132 shares of TMO Common Stock per Share.
In addition, under the agreement, units of the Issuer (currently consisting
of one Share coupled with the right to have the Issuer redeem that Share for
$20.25 in April 2001) (the "Units") would be modified so that, following the
merger, each unit would consist of a fractional share of TMO Common Stock,(in an
amount determined using the Exchange Ratio), which would be redeemable in April
2001 for $20.25. The cash value of the redemption right would remain constant
before and after the merger.
Any shares of the TMO Common Stock would be offered only by means of a
prospectus.
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
5,947,044 Shares, or approximately 14.9% of the outstanding Shares, owned
directly by the Reporting Person, and 27,960,996 Shares, or approximately 71.1%
of the outstanding Shares, owned by TKN. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 266,928 Shares or approximately 0.7% 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 250,358 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 is set forth below.
<PAGE>
Name Number of Shares(1)
- ---- -------------------
John M. Albertine 0
Samuel W. Bodman 0
Peter O. Crisp 22,758
Elias P. Gyftopoulos 64,754
George N. Hatsopoulos 31,125
John N. Hatsopoulos 42,329
Brian D. Holt 5,000
Frank Jungers 1,300
John T. Keiser 0
Paul F. Kelleher 83,300
Earl R. Lewis 5,000
Robert A. McCabe 1,145
Theo Melas-Kyriazi 217
Robert W. O'Leary 0
Hutham S. Olayan 0
William A. Rainville 10,000
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive 266,928
officers as a group (18 persons)
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos,
Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Kelleher, Mr. Lewis, Mr.
Rainville and all directors and executive officers as a group include 22,758,
62,400, 28,800, 39,400, 5,000, 77,000, 5,000, 10,000 and 250,358 Shares,
respectively, that such person or members of the group have the right to acquire
within 60 days.
<PAGE>
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. George N.
Hatsopoulos include 32 Shares held by his spouse. Mr. McCabe owns 831 Units.
Shares beneficially owned by Ms. 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 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 during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
As set forth in Item 4 hereof, the Issuer has entered into a definitive
agreement and plan of merger with the Reporting Person, under which the
Reporting Person would acquire all of the outstanding Shares of the Issuer held
by the public stockholders of the Issuer. The completion of this transaction is
subject to certain customary conditions, including completion of review by the
Securities and Exchange Commission of a proxy statement/prospectus to be sent to
the public stockholders of the Issuer regarding the proposed transaction. The
Reporting Person intends to vote its Shares in favor of the merger agreement,
thus assuring that the merger agreement will be approved.
Of the 33,908,040 Shares beneficially owned by the Reporting Person, (i)
473,109 Shares are issuable to the Reporting Person if it elects to convert in
full its convertible subordinated debentures of the Issuer and (ii) 135,575
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 42,758 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 62,400 Shares within 60 days; Dr. G.
Hatsopoulos has the right to acquire 28,800 Shares within 60 days; Mr. J.
Hatsopoulos has the right to acquire 39,400 Shares within 60 days; and Mr.
Kelleher has the right to acquire 77,000 Shares within 60 days.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following as an exhibit:
(i) Agreement and Plan of Merger dated as of December 14, 1999 by and
among Thermo Electron Corporation, ThermoLase Acquisition Corporation and
ThermoLase Corporation (filed as Exhibit 2.1 to the Issuer's Current Report on
Form 8-K dated December 14, 1999 and incorporated herein by reference).
<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: December 17, 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.
Samuel W. Bodman: Director, Thermo Electron
Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a
manufacturer of specialty chemicals and materials. His business address is Cabot
Corporation, 75 State Street, Boston, Massachusetts 02109.
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.
<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.
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.
Richard F. Syron: Director, President and Chief
Executive Officer, Thermo Electron
George N. Hatsopoulos: Director and Chairman of the Board,
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.
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection,
Thermo Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery,
Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer,
Environment and Energy,
Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical, Thermo Electron
