UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ThermoLase Corporation
(Name of Issuer)
Units, each consisting of one share of Common Stock, par value $.01 per
share, and one Redemption Right
------------------------------------------------------------------------------
(Title of Class of Securities)
883624-20-7
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781)622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 23, 1999
(Date of Event which Requires Filing of this Statement)
- ------------------------------------------------------------------------------
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 [ ].
- ------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
- ---------------------------
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
- ---------------------------
- ---------------------------
(a) [ ]
(b) [ x ]
- -------------------------------------------------------------------------------
- ---------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
- ---------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 1,049,561
WITH
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,049,561
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,049,561
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
52.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------------------------------------------------------------------------------
<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the units (the "Units") issued by ThermoLase Corporation (the
"Issuer"), each Unit consisting of one share of the Issuer's common stock, par
value $0.01 per share (the "Common Stock"), and one redemption right, 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 to reflect an increase
in the Reporting Person's holdings of the Units since the Reporting Person's
last filing on Schedule 13D, on April 16, 1999.
Item 3. Source and Amount of Funds or Other Consideration.
The first two sentences of Item 3 are hereby amended and restated in their
entirety as follows:
The Reporting Person has expended approximately $15,410,000 in purchasing
Units since the date of its last filing on Schedule 13D. These funds were paid
out of the Reporting Person's working capital.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (c) are hereby amended and restated in their entirety as
follows:
(a) The Issuer beneficially owns 1,049,561 Units, or approximately 52.5% of
the outstanding Units. To the knowledge of the Reporting Person, Mr. Robert A.
McCabe, a director of the Reporting Person, is the sole executive officer or
director of the Reporting Person who beneficially owns Units. Mr. McCabe owns
831 Units, or approximately 0.04% of the outstanding Units. Beneficial ownership
of the Common Stock by the executive officers and directors of the Reporting
Person is reported separately in Schedule 13D filings by the Reporting Person
relating to its ownership of the Common Stock.
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 Units owned by the Reporting Person.
<PAGE>
(b)The Reporting Person and the executive officers and directors of the
Reporting Person have the sole power to vote and dispose of the Units each such
person owns.
(c) The Reporting Person has effected the following transactions with
respect to the Units since the date of its last filing on Schedule 13D:
Date Amount Price Per Transfer Type
Unit
04/23/99 741,271 $17.75 Open Market Purchase
04/23/99 127,190 $17.70 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 Units
since the date of the Reporting Person's last filing on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
The Reporting Person beneficially owns 32,422,013 shares of Common Stock.
Of these shares, (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: April 27, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
