UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
May 24, 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*
WC; 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 33,640,706
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
33,640,706
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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
33,640,706
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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
84.5%
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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 (the "Shares") of common stock, par value $.01 per share,
of ThermoLase 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 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:
The Reporting Person has expended approximately $460,000 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. Any funds
necessary in connection with the proposed transaction described in Item 4 will
be paid out of the Reporting Person's working capital. In addition, the
Reporting Person may issue shares of its common stock in exchange for Shares
pursuant to the transaction described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On May 24, 1999, the Issuer issued a press release in which it announced
that the Reporting Person has proposed the merger of the Issuer into the
Reporting Person. The Issuer would become a wholly owned subsidiary of the
Reporting Person. Public shareholders of the Issuer would receive shares of the
common stock, $1.00 par value per share, of the Reporting Person in exchange for
their Shares. Certain conditions to the proposed transaction are set forth in
Item 6.
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.
<PAGE>
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
5,679,710 Shares, or approximately 14.3% 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 342,555 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 322,508 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.
Name Number of Shares(1)
- ---- -------------------
John M. Albertine 2,000
Samuel W. Bodman 0
Peter O. Crisp 22,508
Elias P. Gyftopoulos 62,400
George N. Hatsopoulos 31,125
John N. Hatsopoulos 42,329
Brian D. Holt 5,000
Frank Jungers 3,300
John T. Keiser 0
Paul F. Kelleher 83,300
Earl R. Lewis 5,000
Robert A. McCabe 3,976
Theo Melas-Kyriazi 51,617
<PAGE>
Donald E. Noble 6,000
Robert W. O'Leary 0
Hutham S. Olayan 2,000
William A. Rainville 10,000
Arvin H. Smith 10,000
Richard F. Syron 0
Roger D. Wellington 2,000
All directors and current executive 342,555
officers as a group (20 persons)
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr.
Kelleher, Mr. Lewis, 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 2,000, 22,508, 61,400, 28,800, 39,400, 5,000, 2,000, 77,000,
5,000, 2,000, 51,400, 2,000, 2,000, 10,000, 10,000, 2,000 and 322,508 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. George N.
Hatsopoulos include 32 Shares held by his spouse. Mr. McCabe and Mr. Noble
beneficially own 831 and 4,000 redemption rights, respectively, issued by the
Issuer. Each of these rights permits the holder to sell one Share back to the
Issuer at certain points in the future at a price of $20.25 per Share. Shares
beneficially owned by Ms. Olayan do not include 10,000 Shares owned by Crescent
Growth Fund, Ltd., which is indirectly controlled by Mr. Suliman S. Olayan, Ms.
Olayan's father. Ms. Olayan disclaims beneficial ownership of the Shares owned
by Crescent Growth Fund, Ltd.
(c) The Reporting Person has effected the following transactions with respect to
the Shares in the past 60 days:
<PAGE>
Date Amount Price Per Transfer Type
Share ($)
04/06/99 20,000 2.75 Open Market Purchase
04/07/99 35,000 2.75 Open Market Purchase
04/15/99 2,000 2.75 Open Market Purchase
04/16/99 50,000 2.75 Open Market Purchase
04/16/99 2,000 2.75 Open Market Purchase
04/19/99 50,000 2.75 Open Market Purchase
04/19/99 1,000 2.75 Open Market Purchase
04/20/99 1,000 2.75 Open Market Purchase
04/21/99 1,000 2.75 Open Market Purchase
04/22/99 1,000 2.75 Open Market Purchase
04/23/99 1,000 2.75 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 in 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 may be merged into the Reporting
Person. The completion of this transaction is subject to numerous conditions,
including the establishment of a price and exchange ratio, confirmation of
anticipated tax consequences, approval by the board of directors of the Issuer
(including its independent directors), negotiation and execution of a definitive
merger agreement, completion of review by the Securities and Exchange Commission
of certain required filings regarding the proposed transaction, and receipt of a
fairness opinion from an investment banking firm.
Of the 33,640,706 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) 183,575
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 92,908 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 61,400 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 14,400 Shares within 60 days; Mr. Kelleher
has the right to acquire 72,000 Shares within 60 days; and Mr. Melas-Kyriazi has
the right to acquire 26,400 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 25, 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.
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.
<PAGE>
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
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
