UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ThermoLase Corporation
(Name of Issuer)
Units, each consisting of one share of Common Stock, par value $.01 per
share, and one Redemption Right
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 27, 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 [ ].
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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) [ x ]
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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 1,352,793
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,352,793
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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
1,352,793
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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
67.6%
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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 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 27, 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 $5,389,000 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) and (c) are hereby amended and restated in their entirety as
follows:
(a) The Reporting Person beneficially owns 1,352,793 Units, or
approximately 67.6% 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 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
04/27/99 32,799 $17.65 Open Market Purchase
04/27/99 34,643 $17.70 Open Market Purchase
04/28/99 235,790 $17.75 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.
<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 29, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
