UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Trex Medical Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89531R101
(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)
November 10, 1998
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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
S.S. OR 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 26,046,509
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
26,046,509
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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
26,046,509
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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
77.7%
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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 Trex Medical 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 July, 1996, of more than one percent. 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, 23,801,909 Shares were held by ThermoTrex Corporation ("ThermoTrex"),
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 $17,525,750 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.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) - (c) are hereby amended and restated in their entirety as
follows:
<PAGE>
(a) The Shares beneficially owned by the Reporting Person include
2,244,600 Shares, or approximately 6.8% of the outstanding Shares, owned
directly by the Reporting Person, and 23,801,909 Shares, or approximately 71.0%
of the outstanding Shares, owned by ThermoTrex. Of the 23,801,909 Shares owned
by ThermoTrex, 678,541 Shares are issuable to ThermoTrex if it elects to convert
in full the remaining principal amount of the 4.2% Convertible Subordinated Note
(the "Note") issued by the Issuer to ThermoTrex on October 2, 1996. To the
knowledge of the Reporting Person, the executive officers and directors of the
Reporting Person beneficially own an aggregate of 319,475 Shares or
approximately 1.0% 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 288,500 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 4,500
Elias P. Gyftopoulos 41,000
George N. Hatsopoulos 41,188
John N. Hatsopoulos 32,263
Brian D. Holt 4,000
Frank Jungers 3,850
Paul F. Kelleher 9,000
John T. Keiser 20,000
Earl R. Lewis 38,851
Robert A. McCabe 7,050
Theo Melas-Kyriazi 4,000
Donald E. Noble 1,000
Robert W. O'Leary 0
Hutham S. Olayan 46,173
Peter G. Pantazelos 4,600
William A. Rainville 20,000
Arvin H. Smith 20,000
Richard F. Syron 0
Roger D. Wellington 1,000
John W. Wood Jr. 20,000
All directors and current executive 319,475
officers as a group (21 persons)
<PAGE>
(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. Keiser, 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, 1,500, 40,000,
40,000, 32,000, 4,000, 1,000, 6,000, 20,000, 32,000, 1,000, 4,000, 1,000,
40,000, 4,000, 20,000, 20,000, 1,000, 20,000 and 288,500 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: 16 Shares included in Dr. G. Hatsopoulos'
ownership are owned by his spouse, and Shares beneficially owned by Ms. Olayan
include 1,173 Shares allocated to her account maintained pursuant to the
Issuer's deferred compensation plan for directors.
(c) The Reporting Person has effected the following transactions with respect to
the Shares during the past 60 days:
<PAGE>
Date Amount Price Per Share Transfer Type
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11/10/98 318,000 $11.52 Open Market Purchase
11/11/98 10,000 $11.25 Open Market Purchase
11/11/98 13,000 $11.4375 Open Market Purchase
11/11/98 59,500 $11.3125 Open Market Purchase
11/11/98 58,700 $11.375 Open Market Purchase
11/11/98 109,700 $11.25 Open Market Purchase
12/01/98 22,000 $9.75 Open Market Purchase
12/11/98 500 $8.1875 Open Market Purchase
12/11/98 700 $8.25 Open Market Purchase
12/11/98 6,600 $8.625 Open Market Purchase
12/11/98 750,600 $8.269 Open Market Purchase
12/11/98 13,200 $8.75 Open Market Purchase
12/14/98 154,500 $7.25 Open Market Purchase
12/14/98 65,100 $7.3125 Open Market Purchase
12/14/98 15,700 $6.75 Open Market Purchase
12/14/98 8,700 $6.50 Open Market Purchase
12/14/98 2,600 $6.875 Open Market Purchase
12/14/98 2,000 $7.00 Open Market Purchase
12/14/98 700 $6.625 Open Market Purchase
12/14/98 3,000 $7.125 Open Market Purchase
12/15/98 1,000 $7.0625 Open Market Purchase
12/15/98 1,100 $7.25 Open Market Purchase
12/15/98 47,000 $7.125 Open Market Purchase
12/15/98 3,000 $7.1875 Open Market Purchase
12/15/98 165,200 $7.00 Open Market Purchase
12/16/98 34,900 $7.50 Open Market Purchase
12/16/98 500 $7.25 Open Market Purchase
12/17/98 3,200 $7.50 Open Market Purchase
12/21/98 1,100 $7.6875 Open Market Purchase
12/21/98 60,600 $8.00 Open Market Purchase
12/21/98 18,100 $7.6875 Open Market Purchase
12/21/98 5,800 $7.5625 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 Shares in the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
<PAGE>
Item 6 is hereby amended and restated in its entirety as follows:
Of the 26,046,509 Shares beneficially owned by the Reporting Person, (a)
302,900 Shares are subject to options to acquire such Shares granted by the
Reporting Person pursuant to its director and employee stock option plans and
(b) 678,541 Shares are issuable to ThermoTrex if it elects to convert in full
the remaining principal amount of the Note. The executive officers and directors
of the Reporting Person have the right, pursuant to such options, to acquire
97,000 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. Elias Gyftopoulos
has the right to acquire 40,000 Shares within 60 days; Dr. George Hatsopoulos
has the right to acquire 40,000 Shares within 60 days; Mr. John Hatsopoulos has
the right to acquire 32,000 Shares within 60 days; Mr. Paul Kelleher has the
right to acquire 6,000 Shares within 60 days; Mr. Earl Lewis has the right to
acquire 32,000 Shares within 60 days; and Ms. Hutham Olayan has the right to
acquire 40,000 Shares within 60 days.
During fiscal 1996, the Human Resources Committee of the Board of
Directors of the Issuer (the "Committee") established a stock holding policy for
executive officers of the Issuer. The stock holding policy specifies an
appropriate level of ownership of the Issuer's Shares as a multiple of the
officer's compensation. For the chief executive officer, the multiple is one
times his base salary and reference bonus for the calendar year. For all other
officers, the multiple is one times the officer's base salary.
In order to assist officers in complying with the policy, the Committee
also adopted a stock holding assistance plan under which the Issuer is
authorized to make interest-free loans to officers to enable them to purchase
Shares in the open market. The loans are required to be repaid upon the earlier
of demand or the fifth anniversary of the date of the loan, unless otherwise
authorized by the Committee.
The Committee also adopted a policy requiring its executive officers to
hold Shares acquired upon the exercise of stock options granted by the Issuer.
Under this policy, executive officers are required to hold one-half of their net
option exercises over a period of five years. The net option exercise is
determined by calculating the number of shares acquired upon exercise of a stock
option, after deducting the number of shares that could have been traded to
exercise the option and the number of shares that could have been surrendered to
satisfy tax withholding obligations attributable to the exercise of the option.
During fiscal 1996, the Committee also established a stock holding policy
for directors, including persons who are also directors or executive officers of
the Reporting Person (Gary S. Weinstein, Elias P. Gyftopoulos, John T. Keiser
and Hutham Olayan). The stock holding policy requires each director to hold a
minimum of 1,000 Shares.
<PAGE>
In addition, the Committee adopted a policy requiring directors to hold
Shares equal to one-half of their net option exercises over a period of five
years. The net option exercise is determined by calculating the number of shares
acquired upon exercise of a stock option, after deducting the number of shares
that could have been traded to exercise the option and the number of shares that
could have been surrendered to satisfy tax withholding obligations attributable
to the exercise of the option.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) $42,000,000 Subordinated Convertible Note due 2000 of the Issuer
issued to ThermoTrex (filed as Exhibit 4.2 to the Issuer's Registration
Statement on Form S-1 [Reg. No. 333-2926] and incorporated herein by reference).
(ii) Equity Incentive Plan of the Issuer (filed as Exhibit 10.15 to the
Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and incorporated
herein by reference).
(iii) Deferred Compensation Plan for Directors of the Issuer (filed as
Exhibit 10.16 to the Issuer's Registration Statement on Form S-1 [Reg. No.
333-2926] and incorporated herein by reference).
(iv) Directors Stock Option Plan of the Issuer (filed as Exhibit 10.17 to
the Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and
incorporated herein by reference).
(v) Directors' Stock Option Plan of ThermoTrex (filed as Exhibit 10.26 to
ThermoTrex's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 [File No. 1-10791] and incorporated herein by reference).
(vi) ThermoTrex Corporation-Trex Medical Corporation Nonqualified Stock
Option Plan (filed as Exhibit 10.73 to Thermo Cardiosystems Inc.'s Annual Report
on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
(vii) Amended and Restated Directors' Stock Option Plan of the Reporting
Person (filed as Exhibit 10.25 to the Reporting Person's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(viii) Thermo Electron Corporation-Trex Medical Corporation Nonqualified
Stock Option Plan (filed as Exhibit 10.44 to Thermo Cardiosystems Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30, 1995 [File No.
1-10114] and incorporated herein by reference).
(ix) Amended and Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.18 to the Annual Report on Form 10-K of the
Issuer for the fiscal year ended September 27, 1997 [File No. 1-11827] and
incorporated herein by reference).
<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: January 22, 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.
<PAGE>
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
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Instrumentation, Thermo Electron
William A. Rainville: Chief Operating Officer, Recycling
and Recovery Systems, 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,
Environmental and Energy, Thermo
Electron
John T. Keiser: Chief Operating Officer, Biomedical
and New Technologies, Thermo
Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
