UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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 14, 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 181,100
WITH
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
181,100
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
181,100
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates 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. The Issuer's principal executive offices are located at 2055-C Luna Road,
Carrollton, Texas 75006.
Item 2. Identity and Background
This Schedule 13D is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person has previously reported its ownership
of the Units on the Schedule 13D it has filed relating to its ownership of the
Common Stock. The Reporting Person now has elected to report its ownership of
Units on a separate Schedule 13D.
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 Schedule 13D 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.
The Reporting Person has expended approximately $2,814,000 in purchasing
Units since the date of issuance of the Units. 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
The Reporting Person has decided to make purchases of the Issuer's Units
in open market transactions, from the Issuer or otherwise, in order to increase
its ownership of the Issuer's stock to at least 80% both by vote and by
value. The Reporting Person's purpose in doing so is to be able to file
consolidated federal income tax returns with the Issuer. The Reporting Person
currently owns more than 80% of the Issuer's stock by vote, since it owns more
than 80% of the Issuer's outstanding Common Stock. The Units and the Common
Stock would be aggregated for purposes of these 80% tests. On that basis, the
Reporting Person does not yet own more than 80% of the Issuer's stock by value.
In addition, the Reporting Person may make purchases of the Issuer's Units
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.
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 that
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.
(a) The Issuer beneficially owns 181,100 Units, or approximately 9.1% 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.
(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 during the past 60 days:
Date Amount Price Per Transfer Type
Unit ($)
03/16/99 30,000 16.25 Open Market Purchase
03/23/99 15,000 16.75 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 in the past
60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
<PAGE>
The Reporting Person beneficially owns 32,260,013 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.
Item 7. Material to be Filed as Exhibits.
Not applicable.
<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 16, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
<PAGE>
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. He has been the vice chairman of Rockefeller
Financial Services, Inc. since December 1997.
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 Chairman of Pilot Capital Corporation, a firm which is
engaged in private investments. 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 President and Chairman 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, a
firm engaged in private investments, including real estate, and advisory
services. 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
Dr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. In March 1999, Dr. Syron was appointed
President and Chief Executive Officer of Thermo Electron, effective June 1,
1999. 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
