UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
ThermoTrex Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883666-10-9
(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)
December 14, 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*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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 a change in the
information previously reported under Items 4 and 6 of this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Pursuant to the merger agreement described in Item 4 below, the Reporting
Person would issue shares of its common stock, $1.00 par value per share, in
exchange for the Shares owned by the Issuer's public shareholders.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On December 17, 1999, the Issuer issued a press release stating that it
has entered into a definitive agreement and plan of merger with the Reporting
Person, under which the Reporting Person would acquire all of the outstanding
Shares held by the public shareholders of the Issuer. Following the merger, the
Shares would cease to be publicly traded. The Issuer's board of directors
approved the merger agreement based on a recommendation from a Special Committee
of its board of directors formed to evaluate the Reporting Person's offer.
Under the merger agreement, each Share owned by minority shareholders
would be exchanged for .5503 shares of the Reporting Person's common stock,
$1.00 par value per share (the "TMO Common Stock"). Any shares of the TMO Common
Stock would be offered only by means of a prospectus.
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 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 253,170 Shares or approximately 1.1% 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 183,775 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)
- ---- -------------------
John M. Albertine 0
Samuel W. Bodman 6,550
Peter O. Crisp 33,949
Elias P. Gyftopoulos 0
George N. Hatsopoulos 55,128
John N. Hatsopoulos 34,083
Brian D. Holt 1,023
Frank Jungers 6,500
John T. Keiser 91,023
Paul F. Kelleher 11,475
Earl R. Lewis 1,023
Robert A. McCabe 5,500
Theo Melas-Kyriazi 0
Robert W. O'Leary 0
Hutham S. Olayan 0
William A. Rainville 6,916
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive 253,170
officers as a group (18 persons)
<PAGE>
(1) Shares reported as beneficially owned by Mr. Bodman, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Keiser, Mr. Kelleher, Mr. Lewis,
Mr. Rainville, and all directors and executive officers as a group include
6,550, 40,239, 31,239, 1,023, 91,023, 7,559, 1,023, 5,119 and 183,775 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. Crisp and all
directors and executive officers as a group include 4,825 full Shares allocated
to Mr. Crisp's account maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include 160
Shares held by his spouse. Shares beneficially owned by Ms. Olayan do not
include 10,000 Shares owned by Crescent Growth Fund Ltd., a member of the Olayan
Group which is indirectly controlled by Mr. Suliman S. Olayan, Ms. Olayan's
father. Ms. Olayan disclaims beneficial ownership of the Shares owned by
Crescent Growth Fund Ltd.
(c) The Reporting Person has effected no transactions with respect to the
Shares during the past 60 days. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person have effected no
transactions in the Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
As set forth in Item 4 hereof, the Issuer has entered into a definitive
agreement and plan of merger with the Reporting Person, under which the
Reporting Person would acquire all of the outstanding Shares of the Issuer held
by the public stockholders of the Issuer. The completion of this transaction is
subject to certain customary conditions, including completion of review by the
Securities and Exchange Commission of a proxy statement/prospectus to be sent to
the public stockholders of the Issuer regarding the proposed transaction. The
Reporting Person intends to vote its Shares in favor of the merger agreement,
thus assuring that the merger agreement will be approved.
<PAGE>
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) 40,600
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 18,427 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 31,239 Shares within 60 days; Mr.
Crisp has the right to acquire 6,550 Shares within 60 days; Mr. Keiser has the
right to acquire 90,000 Shares within 60 days; and Mr. Paul F. Kelleher has the
right to acquire 7,559 Shares within 60 days.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following as an exhibit:
(i) Agreement and Plan of Merger dated as of December 14, 1999 by and
among Thermo Electron Corporation, ThermoTrex Acquisition Corporation and
ThermoTrex Corporation (filed as Exhibit 2.1 to the Issuer's Current Report on
Form 8-K dated
December 14, 1999 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: December 20, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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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.
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: President, Chief Executive Officer
and Director, 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
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery,
Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer,
Environment and Energy,
Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical, Thermo Electron
