UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ThermoLase Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883624-10-8
(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)
April 6, 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*
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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 32,260,013
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
32,260,013
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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
32,260,013
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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
81.0%
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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 ThermoLase 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 reflect a change in the
information reported under Item 4 of this Schedule 13D. The Reporting Person
holds the Shares of the Issuer that are the subject of this Amendment through
one or more controlled subsidiaries. As of the date of this Amendment,
27,960,996 Shares were held by ThermoTrex Corporation ("TKN"), a majority-owned
subsidiary of the Reporting Person.
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 $4,579,000 in purchasing
Shares, Units (as defined below) and Debentures (as defined below) 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. Any funds necessary for the
proposed transactions described in Item 4 will be 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 has decided to make purchases of the Issuer's Shares,
Units consisting of Shares and redemption rights (the "Units"), and/or 4-3/8%
Convertible Subordinated Debentures due 2004 (the "Debentures"), in open market
transactions, from the Issuer or otherwise, in order to increase its ownership
of the Issuer to an amount greater than 80% of the Issuer both by vote and by
value. The Reporting Person's purpose in doing so is to be able to file
consolidated tax returns with those of the Issuer. The Reporting Person
currently owns more than 80% of the Issuer by vote, but it does not yet own more
than 80% of the Issuer by value.
In addition, the Reporting Person may make purchases of the Issuer's
Shares, Units and Debentures in open market transactions, from the Issuer or
otherwise, for other purposes. In determining whether to make such purchases for
other purposes, 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.
<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 Shares beneficially owned by the Reporting Person include 4,299,017
Shares, or approximately 10.8% of the outstanding Shares, owned directly by the
Reporting Person, and 27,960,996 Shares, or approximately 71.1% of the
outstanding Shares, owned by TKN. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person beneficially own an
aggregate of 356,684 Shares or approximately 0.9% 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 307,508 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)
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John M. Albertine 2,000
Peter O. Crisp 22,508
Elias P. Gyftopoulos 62,400
George N. Hatsopoulos 31,125
John N. Hatsopoulos 71,089
Brian D. Holt 5,000
Frank Jungers 3,300
John T. Keiser 0
Paul F. Kelleher 83,300
Earl R. Lewis 5,000
<PAGE>
Robert A. McCabe 3,145
Theo Melas-Kyriazi 26,617
Donald E. Noble 6,000
Robert W. O'Leary 0
Hutham S. Olayan 2,000
Peter G. Pantazelos 1,200
William A. Rainville 10,000
Arvin H. Smith 10,000
Richard F. Syron 0
Roger D. Wellington 2,000
John W. Wood Jr. 10,000
All directors and current executive 356,684
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. Holt, Mr. Jungers, Mr.
Kelleher, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr.
Rainville, Mr. Smith, Mr. Wellington, Mr. Wood and all directors and executive
officers as a group include 2,000, 22,508, 61,400, 28,800, 39,400, 5,000, 2,000,
77,000, 5,000, 2,000, 26,400, 2,000, 2,000, 10,000, 10,000, 2,000, 10,000 and
307,508 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. George N.
Hatsopoulos include 32 Shares held by his spouse. Mr. McCabe and Mr. Noble
beneficially own 831 and 4,000 redemption rights, respectively, issued by the
Issuer. Each of these rights permits the holder to sell one Share back to the
Issuer at certain points in the future at a price of $20.25 per Share. Shares
beneficially owned by Ms. Olayan do not include 10,000 Shares owned by Crescent
Growth Fund, Ltd., which is indirectly controlled by Mr. Suliman S. Olayan, Ms.
Olayan's father. Ms. Olayan disclaims beneficial ownership of the Shares owned
by Crescent Growth Fund, Ltd.
<PAGE>
(c) The Reporting Person has effected the following transactions with respect to
the Shares, Units and Debentures since the filing of its last amendment on
Schedule 13D:
Date Amount Price Per Transfer Type
Share ($)
02/23/99 7,000 3.000 Open Market Purchase
02/24/99 5,200 3.000 Open Market Purchase
02/25/99 1,200 2.9375 Open Market Purchase
02/25/99 1,800 3.000 Open Market Purchase
02/25/99 4,000 3.000 Open Market Purchase
03/03/99 3,500 2.875 Open Market Purchase
03/04/99 1,000 2.875 Open Market Purchase
03/08/99 3,000 2.75 Open Market Purchase
03/10/99 3,000 2.75 Open Market Purchase
03/11/99 500 2.6875 Open Market Purchase
03/12/99 300 2.6875 Open Market Purchase
03/12/99 2,700 2.75 Open Market Purchase
03/16/99 30,000 16.25 Open Market Purchase (of Units)
03/16/99 1,000 2.75 Open Market Purchase
03/17/99 200 2.75 Open Market Purchase
03/18/99 2,000 2.75 Open Market Purchase
03/19/99 2,000 2.75 Open Market Purchase
03/23/99 15,000 16.75 Open Market Purchase (of Units)
03/25/99 1,500 2.75 Open Market Purchase
The Reporting Person has also purchased, in open market transactions, the
following principal amounts of the Issuer's Debentures since the filing of its
last amendment on Schedule 13D: on February 25, 1999, $2,515,000 principal
amount; on February 26, 1999, $1,000,000 principal amount; on March 4, 1999,
$460,000 principal amount; and on March 10, 1999, $750,000 principal amount.
The Debentures are convertible into Shares at a conversion price of $17.385 per
Share.
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first paragraph of Item 6 is hereby amended and restated in its
entirety as follows:
<PAGE>
Of the 32,260,013 Shares beneficially owned by the Reporting Person, (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 6, 1999 THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
<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.
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.
<PAGE>
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.
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
<PAGE>
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, 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, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
