UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
ThermoTrex Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883666 10 9
(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) [ ]
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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 14,022,678
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
14,022,678
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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
14,022,678
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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
73.7%
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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 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 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Any funds necessary in connection with the proposed transactions described
in Item 4 below 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 transactions 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. In addition, the Reporting Person has proposed the merger of
ThermoLase Corporation ("ThermoLase"), a majority-owned, publicly traded
subsidiary of the Issuer, into the Reporting Person. Each of the Issuer and
ThermoLase would become wholly owned subsidiaries of the Reporting Person.
Public shareholders of each of the Issuer and ThermoLase, respectively, would
receive shares of the common stock, $1.00 par value per share, of the Reporting
Person in exchange for their shares of the common stock of the Issuer and
ThermoLase, respectively. Certain conditions to the proposed transactions are
set forth in Item 6.
The Issuer also announced that, prior to the consummation of a merger with
the Reporting Person, it plans to sell, in a private transaction, approximately
3.7 million newly issued Shares to the Reporting Person. The purpose of this
sale is to increase the Reporting Person's ownership of the Issuer to more than
80%, which will allow the Issuer and the Reporting Person to file consolidated
tax returns. The price for such Shares will be established at the time of sale
by the board of directors of the Issuer. Once the Reporting Person's ownership
of the Issuer has reached 80%, the Reporting Person intends to enter into a tax
allocation agreement with the Issuer that will provide in part that the Issuer
will be compensated for tax losses it generates at the time such losses are used
by the Reporting Person.
<PAGE>
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 Reporting Person beneficially owns 14,022,678 Shares, or
approximately 73.7% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 182,201 Shares or approximately 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 112,100 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 6,000
Samuel W. Bodman 0
Peter O. Crisp 40,288
Elias P. Gyftopoulos 6,000
George N. Hatsopoulos 44,889
John N. Hatsopoulos 23,844
Brian D. Holt 0
Frank Jungers 12,500
Paul F. Kelleher 8,916
<PAGE>
John T. Keiser 0
Theo Melas-Kyriazi 5,000
Earl R. Lewis 0
Robert A. McCabe 11,500
Donald E. Noble 6,000
Robert W. O'Leary 1,500
Hutham S. Olayan 6,000
William A. Rainville 1,797
Arvin H. Smith 1,967
Richard F. Syron 0
Roger D. Wellington 6,000
All directors and current executive 182,201
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. Jungers, Mr. Kelleher,
Mr. Melas-Kyriazi, Mr. McCabe, Mr. Noble, Ms. Olayan, Mr. O'Leary, Mr.
Wellington, and all directors and executive officers as a group include 6,000,
7,600, 6,000, 30,000, 21,000, 6,000, 5,000, 5,000, 6,000, 6,000, 6,000, 1,500,
6,000 and 112,100 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 all
directors and executive officers as a group include 3,564 full Shares allocated
to Mr. Crisp's account maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include 160
Shares held by his spouse. Shares beneficially owned by Ms. Olayan do not
include 10,000 Shares owned by Crescent Growth Fund Ltd., a member of the Olayan
Group 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.
<PAGE>
(c) The Reporting Person has effected no transactions with respect to the
Shares since the date of its last filing on Schedule 13D. To the knowledge of
the Reporting Person, the executive officers and directors of the Reporting
Person have effected no transactions in the Shares since the date of its last
filing on Schedule 13D.
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 and ThermoLase may be merged
into the Reporting Person. The completion of these transactions is subject to
numerous conditions, including establishment of prices and exchange ratios,
confirmation of anticipated tax consequences, approval by the boards of
directors of the Issuer and ThermoLase (including their independent directors),
negotiation and execution of definitive merger agreements, completion of review
by the Securities and Exchange Commission of certain required filings regarding
the proposed transactions, and receipt of fairness opinions from investment
banking firms.
Of the 14,022,678 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) 83,800
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 43,500 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: Dr.
George N. Hatsopoulos has the right to acquire 30,000 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 7,600 Shares within 60 days; Mr. Paul F.
Kelleher has the right to acquire 5,000 Shares within 60 days; and Mr. Theo
Melas-Kyriazi 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 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.
<PAGE>
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.
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
