UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
February 25, 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 18,211,119
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
18,211,119
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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
18,211,119
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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
88.5%
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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 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.
955429950The 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, 13,903,782 Shares were held by Thermo Instrument Systems
Inc. ("THI"), a majority-owned subsidiary of the Reporting Person.
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 has expended approximately $7,630,000 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
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
4,307,337 Shares, or approximately 24.5% of the outstanding Shares, owned
directly by the Reporting Person, and 13,903,782 Shares, or approximately 67.5%
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 285,419 Shares or approximately 1.6% 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 165,500 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)
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John M. Albertine 1,000
Peter O. Crisp 1,000
Elias P. Gyftopoulos 16,019
George N. Hatsopoulos 37,300
John N. Hatsopoulos 62,200
Brian D. Holt 2,000
Frank Jungers 4,100
John T. Keiser 0
Paul F. Kelleher 6,000
Earl R. Lewis 72,500
Robert A. McCabe 3,000
Theo Melas-Kyriazi 19,000
Donald E. Noble 6,300
Hutham S. Olayan 1,000
Robert W. O'Leary 0
<PAGE>
Peter G. Pantazelos 2,000
William A. Rainville 6,000
Arvin H. Smith 39,000
Richard F. Syron 0
Roger D. Wellington 1,000
John W. Wood Jr. 6,000
All directors and current executive 285,419
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.
Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington, Mr. Wood and all directors
and executive officers as a group include 1,000, 1,000, 15,000, 17,300, 17,200,
2,000, 1,500, 3,000, 50,000, 1,500, 19,000, 1,000, 1,000, 2,000, 6,000, 20,000,
1,000, 6,000, and 165,500 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. Jungers include
600 Shares held by his spouse and Shares beneficially owned by Mr. Lewis include
1,000 Shares held by his spouse.
(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
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02/24/99 1,000 16.625 Open Market Purchase
02/24/99 2,000 16.75 Open Market Purchase
02/24/99 20,000 16.875 Open Market Purchase
02/25/99 195,100 16.50 Open Market Purchase
02/25/99 18,500 16.5625 Open Market Purchase
02/25/99 8,400 16.75 Open Market Purchase
<PAGE>
02/26/99 15,000 17.00 Open Market Purchase
02/26/99 5,000 16.9375 Open Market Purchase
02/26/99 3,000 16.75 Open Market Purchase
03/01/99 2,200 17.00 Open Market Purchase
03/01/99 12,500 17.75 Open Market Purchase
03/01/99 7,500 17.50 Open Market Purchase
03/01/99 1,800 16.9375 Open Market Purchase
03/02/99 11,800 17.8125 Open Market Purchase
03/02/99 500 17.5625 Open Market Purchase
03/02/99 1,700 17.6875 Open Market Purchase
03/02/99 5,000 18.00 Open Market Purchase
03/02/99 5,000 18.00 Open Market Purchase
03/03/99 5,900 18.00 Open Market Purchase
03/03/99 2,600 17.875 Open Market Purchase
03/03/99 500 17.9375 Open Market Purchase
03/04/99 1,000 18.00 Open Market Purchase
03/04/99 2,000 18.25 Open Market Purchase
03/04/99 1,000 18.125 Open Market Purchase
03/05/99 4,000 17.875 Open Market Purchase
03/08/99 500 18.125 Open Market Purchase
03/08/99 7,500 17.875 Open Market Purchase
03/08/99 13,000 18.00 Open Market Purchase
03/09/99 8,000 18.00 Open Market Purchase
03/09/99 1,000 18.125 Open Market Purchase
03/10/99 11,000 17.75 Open Market Purchase
03/10/99 15,000 18.00 Open Market Purchase
03/10/99 8,500 18.0625 Open Market Purchase
03/10/99 5,500 17.875 Open Market Purchase
03/11/99 700 18.00 Open Market Purchase
03/11/99 7,000 18.125 Open Market Purchase
03/12/99 4,000 18.25 Open Market Purchase
03/16/99 5,000 18.25 Open Market Purchase
03/16/99 5,000 18.00 Open Market Purchase
03/16/99 5,000 18.125 Open Market Purchase
03/17/99 6,900 18.375 Open Market Purchase
03/17/99 5,100 18.25 Open Market Purchase
03/19/99 20,000 18.1875 Open Market Purchase
To the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person have effected the following transactions in
the Shares in the past 60 days: on March 1, 1999, Mr. J. Hatsopoulos sold 25,000
Shares on the open market at a price of $17.75 per Share; and also on March 1,
1999, Mr. J. Hatsopoulos purchased 25,000 Shares on the open market at a price
of $17.75 per Share.
<PAGE>
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 18,211,119 Shares beneficially owned by the Reporting Person,
102,500 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 20,500 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; Mr.
Melas-Kyriazi has the right to acquire 15,000 Shares within 60 days; and Mr.
Smith 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: April 13, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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.
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,
Measurement and Detection, Thermo
Electron
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
Environmental, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
