UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Thermo Power Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883589 10 3
(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)
April 29, 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*
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(a) [ ]
(b) [ ]
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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 9,311,789
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
9,311,789
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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
9,311,789
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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
78.4%
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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 $.10 per share,
of Thermo Power Corporation (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 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 judgement,
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 $133,000 in purchasing
Shares of the Issuer since the date of its last filing on Schedule 13D, in
December 1998. These funds were paid out of the Reporting Person's working
capital. Funds necessary for the proposed transaction described in Item 4 will
be paid out of the Reporting Person's working capital.
Item 4. Purpose of Transaction
The first paragraph of Item 4 is hereby amended and restated in its
entirety as follows:
On April 29, 1999, the Reporting Person issued a press release regarding
its previously announced proposal to take the Issuer private and make it a
wholly owned subsidiary of the Reporting Person. The press release stated that
the Reporting Person has been negotiating, with the special committee of the
board of directors of the Issuer (the "Special Committee"), the terms under
which it will purchase all of the outstanding Shares of the Issuer held by the
stockholders of the Issuer other than the Reporting Person. Both the Special
Committee and the boards of directors of the Issuer and the Reporting Person are
scheduled to meet separately during the week of May 3, 1999 to consider approval
of an agreement and plan of merger under which the Reporting Person would
acquire the Shares for a cash purchase price of $12.00 per Share.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) - (c) are hereby amended and restated in their entirety as
follows:
<PAGE>
(a) The Reporting Person beneficially owns 9,311,789 Shares. To the
knowledge of the Reporting Person, the executive officers and directors of the
Reporting Person beneficially own an aggregate of 248,703 Shares or
approximately 2.1% 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 128,600 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)
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John M. Albertine 3,000
Peter O. Crisp 35,966
Elias P. Gyftopoulos 6,925
George N. Hatsopoulos 54,282
John N. Hatsopoulos 46,753
Brian D. Holt 0
Frank Jungers 3,000
Paul F. Kelleher 15,370
John T. Keiser 0
Earl R. Lewis 12,500
Robert A. McCabe 11,209
Theo Melas-Kyriazi 9,988
Donald E. Noble 22,732
Robert W. O'Leary 0
Hutham S. Olayan 3,000
Peter G. Pantazelos 9,584
William A. Rainville 0
Arvin H. Smith 7,969
Richard F. Syron 0
Roger D. Wellington 6,425
John W. Wood Jr. 0
All directors and current executive 248,703
officers as a group (21 persons)
<PAGE>
(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. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr. Wellington,
and all directors and executive officers as a group include 3,000, 5,000, 3,000,
40,000, 40,000, 3,000, 5,000, 10,000, 3,000, 5,000, 5,600, 3,000, 3,000 and
128,600 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 Mr. Crisp and Mr.
Noble include 11,873 and 8,307 Shares, respectively, allocated to their
respective accounts maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include 114
Shares held by Dr. G. Hatsopoulos' spouse. Shares beneficially owned by Mr. J.
Hatsopoulos include 1,000 Shares held by Mr. J. Hatsopoulos' spouse. Shares
beneficially owned by Mr. Lewis include 500 Shares held by Mr. Lewis' son.
(c) The Reporting Person has effected no transactions with respect to the Shares
in the past 60 days. To the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person have effected the following
transactions with respect to the Shares in the past 60 days: on April 13, 1999,
Mr. Paul F. Kelleher exercised a stock option to purchase 4,000 Shares at an
exercise price of $7.58 per Share; and on April 15, 1999, Mr. Theo Melas-Kyriazi
exercised a stock option to purchase 4,000 Shares at an exercise price of $7.58
per Share.
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:
<PAGE>
As set forth in Item 4 hereof, the Reporting Person has announced that it
has been negotiating with the Special Committee the terms under which it will
purchase all of the outstanding Shares of the Issuer held by minority
stockholders, in connection with the Reporting Person's proposal to take the
Issuer private. The completion of this transaction is subject to certain
conditions, including approval by the boards of directors of the Issuer and the
Reporting Person, the negotiation and execution of a definitive merger
agreement, and the receipt of a fairness opinion from the Special Committee's
investment banking firm that the transaction is fair to the Issuer's minority
stockholders from a financial point of view.
Of the 9,311,789 Shares beneficially owned by the Reporting Person, 62,650
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 18,000 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 40,000 Shares within 60 days; Mr.
John N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr.
Donald E. Noble has the right to acquire 5,600 Shares within 60 days; Mr. Peter
O. Crisp has the right to acquire 5,000 Shares within 60 days; Mr. Melas-Kyriazi
has the right to acquire 5,000 Shares within 60 days; Mr. Earl R. Lewis has the
right to acquire 10,000 Shares within 60 days; and Mr. Paul Kelleher has the
right to acquire 5,000 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 3, 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.
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
<PAGE>
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, 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
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
