UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Thermo Instrument Systems Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
883559 10 6
(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)
February 12, 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) [ ]
- -------------------------------------------------------------------------------
- ---------------------------
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 115,798,483
WITH
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
115,798,483
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
115,798,483
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
89.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------------------------------------------------------------------------------
<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 Instrument Systems Inc. (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 an increase in the
Reporting Person's holdings of the Issuer's Shares since the Reporting Person's
last filing on Schedule 13D, in December, 1998, of more than one percent.
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 $25,684,000 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.
Item 4. Purpose of Transaction
The second and third paragraphs of Item 4 are hereby amended and restated
in their 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 Reporting Person beneficially owns 115,798,483 Shares or
approximately 89.3% 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 1,671,337 Shares or approximately 1.4% 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 1,004,627 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 2,343
Peter O. Crisp 2,343
Elias P. Gyftopoulos 57,743
George N. Hatsopoulos 179,141
John N. Hatsopoulos 94,226
Brian D. Holt 0
Frank Jungers 27,193
John T. Keiser 154,212
Paul F. Kelleher 23,364
Earl R. Lewis 338,250
Robert A. McCabe 63,944
Theo Melas-Kyriazi 37,879
Donald E. Noble 68,357
Hutham S. Olayan 2,343
Robert W. O'Leary 0
Peter G. Pantazelos 34,814
<PAGE>
William A. Rainville 0
Arvin H. Smith 539,583
Richard F. Syron 0
Roger D. Wellington 6,093
John W. Wood Jr. 39,509
All directors and current executive 1,671,337
officers as a group (21 persons)
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Keiser,
Mr. Kelleher, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan,
Mr. Pantazelos, Mr. Smith, Mr. Wellington, Mr. Wood and all directors and
executive officers as a group include 2,343, 2,343, 12,648, 117,187, 70,312,
13,587, 70,312, 18,750, 322,085, 10,771, 36,326, 4,451, 2,343, 5,858, 292,968,
2,343, 20,000 and 1,004,627 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. G. Hatsopoulos,
Mr. J. Hatsopoulos, Mr. Kelleher, Mr. Pantazelos and Mr. Smith include 598, 661,
495, 610 and 663 Shares, respectively, allocated to accounts maintained pursuant
to the Reporting Person's employee stock ownership plan (the "ESOP"), of which
the trustees, who have investment power over its assets, are executive officers
of the Reporting Person. Shares beneficially owned by Dr. G. Hatsopoulos include
26,710 Shares held by his spouse and 63 Shares allocated to his spouse's account
maintained pursuant to the Reporting Person's ESOP. Shares beneficially owned by
Mr. Jungers and Mr. McCabe include 12,200 and 7,126 Shares, respectively,
allocated to accounts maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Mr. Wood include 19,509 Shares
held by him as custodian for two children. Shares beneficially owned by Mr.
Lewis include 2,987 Shares held by his spouse.
<PAGE>
(c) The Reporting Person has effected the following transactions with respect to
the Shares during the past 60 days:
Date Amount Price Per Share ($) Transfer Type
- -------------------------------------------------------------------------------
12/17/98 100 13.75 Open Market Purchase
12/17/98 2,600 13.875 Open Market Purchase
12/17/98 8,600 14.00 Open Market Purchase
12/18/98 24,000 14.25 Open Market Purchase
12/18/98 11,300 14.3125 Open Market Purchase
12/18/98 4,700 14.0625 Open Market Purchase
12/21/98 103,500 14.125 Open Market Purchase
12/21/98 8,500 14.1875 Open Market Purchase
12/22/98 67,400 14.25 Open Market Purchase
12/22/98 35,000 14.50 Open Market Purchase
12/22/98 24,000 14.5625 Open Market Purchase
12/23/98 800 14.50 Open Market Purchase
12/24/98 600 14.50 Open Market Purchase
12/28/98 6,600 14.625 Open Market Purchase
12/28/98 27,400 14.6875 Open Market Purchase
12/28/98 7,000 14.75 Open Market Purchase
12/29/98 600 14.6875 Open Market Purchase
12/29/98 11,300 15.00 Open Market Purchase
12/30/98 9,000 15.00 Open Market Purchase
12/31/98 2,100 14.9375 Open Market Purchase
12/31/98 12,000 15.00 Open Market Purchase
01/08/99 2,700 14.50 Open Market Purchase
01/08/99 1,600 14.625 Open Market Purchase
01/08/99 3,700 14.75 Open Market Purchase
01/08/99 7,500 15.00 Open Market Purchase
01/11/99 1,000 15.125 Open Market Purchase
01/11/99 4,600 15.375 Open Market Purchase
01/11/99 2,400 15.4375 Open Market Purchase
01/12/99 500 15.375 Open Market Purchase
01/12/99 7,500 15.4375 Open Market Purchase
01/13/99 100 15.375 Open Market Purchase
01/13/99 2,800 15.4375 Open Market Purchase
01/13/99 2,500 15.50 Open Market Purchase
01/19/99 2,900 16.625 Open Market Purchase
01/19/99 18,800 16.5625 Open Market Purchase
01/19/99 5,600 16.6875 Open Market Purchase
01/19/99 500 16.75 Open Market Purchase
01/20/99 400 16.3125 Open Market Purchase
<PAGE>
01/20/99 34,600 16.375 Open Market Purchase
01/21/99 21,400 16.25 Open Market Purchase
01/21/99 6,500 16.3125 Open Market Purchase
01/22/99 9,000 16.25 Open Market Purchase
01/22/99 4,200 16.375 Open Market Purchase
01/22/99 5,100 16.50 Open Market Purchase
01/22/99 9,700 16.875 Open Market Purchase
01/25/99 800 16.75 Open Market Purchase
01/25/99 1,300 16.625 Open Market Purchase
01/25/99 300 16.6875 Open Market Purchase
01/25/99 2,800 16.875 Open Market Purchase
01/25/99 54,800 17.00 Open Market Purchase
01/26/99 11,600 16.9375 Open Market Purchase
01/26/99 16,200 17.00 Open Market Purchase
01/27/99 1,500 16.875 Open Market Purchase
01/27/99 66,500 17.00 Open Market Purchase
01/28/99 84,200 16.875 Open Market Purchase
01/29/99 26,100 16.625 Open Market Purchase
01/29/99 5,100 16.6875 Open Market Purchase
01/29/99 500 16.75 Open Market Purchase
01/29/99 50,500 16.875 Open Market Purchase
02/01/99 5,000 16.75 Open Market Purchase
02/01/99 1,000 16.875 Open Market Purchase
02/01/99 11,400 17.00 Open Market Purchase
02/02/99 10,000 16.75 Open Market Purchase
02/02/99 900 16.8125 Open Market Purchase
02/02/99 8,500 16.875 Open Market Purchase
02/02/99 1,000 16.9375 Open Market Purchase
02/02/99 9,600 17.00 Open Market Purchase
02/03/99 600 16.8125 Open Market Purchase
02/03/99 1,800 16.5625 Open Market Purchase
02/03/99 9,000 16.75 Open Market Purchase
02/03/99 19,600 16.625 Open Market Purchase
02/04/99 3,500 16.75 Open Market Purchase
02/04/99 5,100 16.875 Open Market Purchase
02/04/99 500 16.9375 Open Market Purchase
02/04/99 14,400 17.00 Open Market Purchase
02/05/99 10,300 17.00 Open Market Purchase
02/08/99 59,600 17.00 Open Market Purchase
02/09/99 117,500 17.00 Open Market Purchase
02/10/99 1,600 17.00 Open Market Purchase
02/11/99 1,200 17.00 Open Market Purchase
<PAGE>
02/12/99 373,800 17.00 Open Market Purchase
02/17/99 30,800 16.00 Open Market Purchase
02/18/99 13,000 16.00 Open Market Purchase
02/18/99 5,100 15.9375 Open Market Purchase
02/19/99 17,700 16.00 Open Market Purchase
To the knowledge of the Reporting Person, the following executive officers and
directors of the Reporting Person have effected the following transactions in
the Shares in the past 60 days: Dr. Gyftopoulos exercised an option to purchase
1,053 Shares on 1/25/99 at an option exercise price of $6.51 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The second paragraph of Item 6 is hereby amended and restated in its
entirety as follows:
Of the 115,798,483 Shares beneficially owned by the Reporting Person, (i)
10,334,620 Shares are issuable to the Reporting Person if it elects to convert
in full its convertible subordinated debentures of the Issuer and (ii) 110,702
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 18,746 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 12,648 Shares within 60 days; Dr. G.
Hatsopoulos has the right to acquire 117,187 Shares within 60 days; Mr. J.
Hatsopoulos has the right to acquire 70,312 Shares within 60 days; Mr. Jungers
has the right to acquire 13,587 Shares within 60 days; Mr. Keiser has the right
to acquire 70,312 Shares within 60 days; Mr. Kelleher has the right to acquire
18,750 Shares within 60 days; Mr. Lewis has the right to acquire 322,085 Shares
within 60 days; Mr. McCabe has the right to acquire 10,771 Shares within 60
days; Mr. Melas-Kyriazi has the right to acquire 29,295 Shares within 60 days;
Mr. Noble has the right to acquire 2,108 Shares within 60 days; Mr. Pantazelos
has the right to acquire 5,858 Shares within 60 days; Mr. Smith has the right to
acquire 292,968 Shares within 60 days; and Mr. Wood has the right to acquire
20,000 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: March 5, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
and Vice President
<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.
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 President of Pilot Capital Corporation, a firm specializing
in private investment and acquisition services. 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 Chairman and Chief Executive Officer 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
and President of Competrol Real Estate Limited, firms engaged in advisory
services and private real estate investments. 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
Mr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. Mr. Syron was President and Chief Executive
Officer of the Federal Reserve Bank of Boston from 1989 to 1994. 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>
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Instrumentation, Thermo Electron
William A. Rainville: Chief Operating Officer, Recycling
and Recovery Systems, 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,
Environmental and Energy, Thermo
Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
