UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Thermo BioAnalysis Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
88355H 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)
October 26, 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; 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 18,202,886
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
18,202,886
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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
18,202,886
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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
88.2%
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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 Thermo BioAnalysis 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 report a conversion by the
Reporting Person of a 4.875% Convertible Subordinated Note of the Issuer, owned
by Thermo Instrument Systems Inc. ("THI"), a majority-owned subsidiary of the
Reporting Person. The Reporting Person holds the Shares of the Issuer that it
owns through one or more controlled subsidiaries. As of the date of this
Amendment, 13,892,582 Shares were held by THI.
The Reporting Person develops, manufactures and markets monitoring,
analytical and biomedical instrumentation; 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 obtained the 3,030,303 Shares that are the subject of
this Amendment by converting its 4.875% Convertible Subordinated Note of the
Issuer, as described in Item 5 below. From time to time, the Reporting Person
purchases Shares of the Issuer on the open market. The funds for such purchases
are 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:
The Reporting Person may make purchases of Shares or other securities of
the Issuer in such manner and in such amounts as it determines to be
appropriate. In determining whether to do so, the Reporting Person will consider
various relevant factors, including its evaluation of the Issuer's business,
prospects and financial condition, amounts and prices of available securities of
the Issuer, the market for the Issuer's securities, other opportunities
available to the Reporting Person and general market and economic conditions.
Purchases may be made either on the open market or directly from the Issuer.
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 4,299,104
Shares, or approximately 24.4% of the outstanding Shares, owned directly by the
Reporting Person, and 13,892,582 Shares, or approximately 67.3% of the
outstanding Shares, owned by THI. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person beneficially own an
aggregate of 217,670 Shares or approximately 1.2% 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 135,500 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 0
Samuel W. Bodman 0
Peter O. Crisp 1,000
Elias P. Gyftopoulos 16,170
George N. Hatsopoulos 37,300
John N. Hatsopoulos 52,200
Brian D. Holt 2,000
Frank Jungers 3,500
John T. Keiser 0
Paul F. Kelleher 3,000
Earl R. Lewis 72,500
Robert A. McCabe 3,000
Theo Melas-Kyriazi 19,000
Hutham S. Olayan 1,000
Robert W. O'Leary 0
William A. Rainville 6,000
Richard F. Syron 0
Roger D. Wellington 1,000
All directors and current executive 217,670
officers as a group (18 persons)
<PAGE>
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos,
Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr. Kelleher, Mr.
Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan, Mr. Rainville, Mr. Wellington
and all directors and executive officers as a group include 1,000, 15,000,
17,300, 17,200, 2,000, 1,500, 3,000, 50,000, 1,500, 19,000, 1,000, 6,000, 1,000
and 135,500 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. Lewis include
1,000 Shares held by his spouse.
(c) On October 26, 1999, the Reporting Person converted its $50,000,000
principal amount 4.875% Convertible Subordinated Note (the "Note") issued by the
Issuer. The Note was convertible into the Issuer's Common Stock at $16.50 per
Share, and thus the Reporting Person was issued an aggregate of 3,030,303 Shares
upon conversion of the entire principal amount of the Note. The Reporting Person
has effected no other 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, except as follows: On September 3, 1999, Dr. Albertine
exercised an option to purchase 1,000 Shares at an exercise price of $10.00 per
Share, and sold 1,000 Shares in an open market transaction for $18.00 per Share.
<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 replaced with the
following paragraph:
Of the 18,202,886 Shares beneficially owned by the Reporting Person,
80,300 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 15,500 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. Gyftopoulos has the right to acquire 15,000 Shares
within 60 days; Dr. G. Hatsopoulos has the right to acquire 15,000 Shares within
60 days; Mr. J. Hatsopoulos has the right to acquire 15,000 Shares within 60
days; Mr. Kelleher has the right to acquire 3,000 Shares within 60 days; and Mr.
Melas-Kyriazi has the right to acquire 15,000 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: November 3, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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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.
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: President, Chief Executive Officer
and Director, 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, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
