UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
ThermoTrex Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883666 10 9
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781)622-1000 Waltham, MA 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 3, 1999
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(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>
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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*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC; OO
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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 18,297,700
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
18,297,700
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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
18,297,700
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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
80.5%
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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 ThermoTrex Corporation (the "Issuer"), 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 Issuer's Shares since 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 $48,300,000 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
The second paragraph of Item 4 is hereby amended and restated in its
entirety as follows:
The Reporting Person has purchased, in a private transaction, 3,712,072
newly issued Shares directly from the Issuer. The purpose of this sale is to
increase the Reporting Person's ownership of the Issuer to more than 80%, which
will allow the Issuer and the Reporting Person to file consolidated tax returns.
The price for such Shares, $11.25 per Share, was established at the time of sale
by a committee of the board of directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(c) are hereby amended and restated in their entirety as
follows:
(a) The Reporting Person beneficially owns 18,297,700 Shares, or
approximately 80.5% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 182,201 Shares or approximately 1% of the
outstanding Shares. To the knowledge of the Reporting Person, the Shares
beneficially owned by all executive officers
<PAGE>
and directors of the Reporting Person include 112,100 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.
<TABLE>
<CAPTION>
<S> <C>
Name Number of Shares(1)
- ---- -------------------
John M. Albertine 6,000
Samuel W. Bodman 0
Peter O. Crisp 40,288
Elias P. Gyftopoulos 6,000
George N. Hatsopoulos 44,889
John N. Hatsopoulos 23,844
Brian D. Holt 0
Frank Jungers 12,500
Paul F. Kelleher 8,916
John T. Keiser 0
Theo Melas-Kyriazi 5,000
Earl R. Lewis 0
Robert A. McCabe 11,500
Donald E. Noble 6,000
Robert W. O'Leary 1,500
Hutham S. Olayan 6,000
William A. Rainville 1,797
Arvin H. Smith 1,967
Richard F. Syron 0
Roger D. Wellington 6,000
All directors and current executive 182,201
officers as a group (20 persons)
</TABLE>
<PAGE>
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Kelleher,
Mr. Melas-Kyriazi, Mr. McCabe, Mr. Noble, Ms. Olayan, Mr. O'Leary, Mr.
Wellington, and all directors and executive officers as a group include 6,000,
7,600, 6,000, 30,000, 21,000, 6,000, 5,000, 5,000, 6,000, 6,000, 6,000, 1,500,
6,000 and 112,100 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.
(c) The Reporting Person has effected the following transactions with
respect to the Shares since the date of its last filing on Schedule 13D: on June
3, 1999, the Reporting Person purchased 562,950 Shares in a privately negotiated
transaction with an institutional shareholder at a price of $11.25 per Share,
and on June 4, 1999, the Reporting Person purchased 3,712,072 Shares directly
from the Issuer at a price of $11.25 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 since the date of its last filing on
Schedule 13D.
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 18,297,700 Shares beneficially owned by the Reporting Person, (i)
370,370 Shares are issuable to the Reporting Person if it elects to convert in
full its convertible subordinated debentures of the Issuer and (ii) 83,800
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 43,500 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.
George N. Hatsopoulos has the right to acquire 30,000 Shares within 60 days; Mr.
John N. Hatsopoulos has the right to acquire 21,000 Shares within 60 days; Mr.
Peter O. Crisp has the right to acquire 7,600 Shares within 60 days; Mr. Paul F.
Kelleher has the right to acquire 5,000 Shares within 60 days; and Mr. Theo
Melas-Kyriazi has the right to acquire 5,000 Shares within 60 days.
<PAGE>
Item 7. Material to be Filed as Exhibits.
The following document is hereby added as an exhibit:
(i) Agreement for Sale of Shares, by and between ThermoTrex Corporation
and Thermo Electron Corporation, dated as of June 4, 1999.
<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 8, 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.
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.
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.
<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 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
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
<PAGE>
William A. Rainville: Chief Operating Officer,
Recycling and Resource Recovery,
Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief
Accoutning 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
<PAGE>
Exhibit (i)
AGREEMENT FOR SALE OF SHARES
Thermo Electron Corporation, a Delaware corporation with a principal place
of business at 81 Wyman Street, Waltham, Massachusetts 02454-9046 (the
"Purchaser"), and ThermoTrex Corporation, a Delaware corporation with a
principal place of business at 10455 Pacific Center Court, San Diego, California
92121 (the "Seller"), hereby agree as follows:
1. The Seller hereby agrees to sell, and the Purchaser hereby agrees to
purchase, 3,712,072 shares of the Seller's common stock, $.01 par value per
share (the "Common Stock"), for consideration of $11.25 per share in cash, and
the Seller and the Purchaser agree to execute any and all further documents
necessary to complete the transfer of the shares sold hereunder (the "Shares")
to the Purchaser.
2. The Seller represents and warrants that (i) the Shares are not subject
to any encumbrance of any nature, and (ii) it does not need the consent of any
person to sell the Shares to the Purchaser.
3. (a) The Purchaser represents and warrants to, and covenants with, the
Seller that: (i) the Purchaser is acquiring the Shares being purchased by it for
its own account for investment and with no present intention of distributing
such Shares; and (ii) the Purchaser will not, directly or indirectly,
voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of the
Shares except in compliance with the Securities Act and the rules and
regulations promulgated thereunder.
(b) The Purchaser acknowledges, represents and agrees that:
(i) certificates evidencing the Shares will be delivered to it upon
the purchase thereof with a legend substantially to the following
effect:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
<PAGE>
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN
OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
SELLER) OF COUNSEL SATISFACTORY TO THE SELLER, THAT SUCH REGISTRATION
IS NOT REQUIRED.
The Purchaser agrees that any sale, transfer, pledge, hypothecation or
other disposition made by it shall be made in compliance with such
legend; and
(ii) it understands that it must bear the economic risk of its
investment for an indefinite period of time because the Shares have not been
registered under the Securities Act and, therefore, cannot be sold unless
subsequently registered under the Securities Act or an exemption from such
registration is available.
4. The closing of the sale of the Shares will take place on June 8, 1999.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
June 4, 1999.
THERMO ELECTRON CORPORATION
By:/s/ Theo Melas-Kyriazi
-------------------------
Theo Melas-Kyriazi
Chief Financial Officer
THERMOTREX CORPORATION
By: /s/ John T. Keiser
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John T. Keiser
Chairman of the Board of
Directors
