THERMO ELECTRON CORP
SC 13D/A, 1999-06-18
MEASURING & CONTROLLING DEVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 4)

                             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)

                                 June 7, 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; OO
- ---------------------------
- -------------------------------------------------------------------------------
            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          1,620,127
       WITH
- -------------------------------------------------------------------------------
                      8    SHARED VOTING POWER


                           0
- -------------------------------------------------------------------------------
                      9    SOLE DISPOSITIVE POWER


                           1,620,127
- -------------------------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER


                           0
- -------------------------------------------------------------------------------


<PAGE>


- -------------------------------------------------------------------------------
            11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
                           REPORTING PERSON

                           1,620,127
- ---------------------------
- -------------------------------------------------------------------------------
            12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
                           EXCLUDES CERTAIN SHARES*                        [   ]
- -------------------------------------------------------------------------------
- ---------------------------
            13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11


                           81%
- -------------------------------------------------------------------------------
            14             TYPE OF REPORTING PERSON *

                           CO
- -------------------------------------------------------------------------------


<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 an  increase in the
Reporting  Person's  holdings  of the  Units,  since  the date of the  Reporting
Person's last filing on Schedule 13D, in May 1999, of more than one percent.

Item 3.     Source and Amount of Funds or Other Consideration.

      The following are hereby added as the first two sentences of Item 3:

      The Reporting Person has expended  approximately  $4,950,000 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 1,620,127 Units, or
approximately  81% 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.

      (c) On June 7, 1999,  the  Reporting  Person  purchased  an  aggregate  of
267,334 Units on the open market at a price of $18.50 per Unit. 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: June 18, 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  NW.,  Suite 505,
Washington, DC 20005.

Samuel W. Bodman:                       Director, Thermo Electron

     Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation,  a
manufacturer of specialty chemicals and materials. His business address is Cabot
Corporation, 75 State Street, Boston, Massachusetts 02109.

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.
<PAGE>

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.

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.

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.

Richard F. Syron:                       Director, President and Chief Executive
                                        Officer, Thermo Electron

George N. Hatsopoulos:                  Director and Chairman of the Board,
                                        Thermo Electron

John N. Hatsopoulos:                    Director and Vice Chairman of the
                                        Board, Thermo Electron
<PAGE>

Theo Melas-Kyriazi:                     Vice President and Chief Financial
                                        Officer, Thermo Electron

Mr. Melas-Kyriazi is a citizen of Greece.

Earl R. Lewis:                          Chief Operating Officer, Measurement
                                        and Detection, Thermo Electron

William A. Rainville:                   Chief Operating Officer, Recycling and
                                        Resource Recovery, Thermo Electron

Paul F. Kelleher:                       Senior Vice President, Finance &   A
                                        dministration 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





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