UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Thermo TerraTech Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883598-10-4
(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)
May 5, 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 that 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*
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(a) [ ]
(b) [ ]
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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 16,638,220
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
16,638,220
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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
16,638,220
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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
87.2%
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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 $.10 per share,
of Thermo TerraTech Inc. (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 a change in the
information previously reported under Items 4 and 6 of this Schedule 13D.
The Reporting Person develops, manufactures and markets environmental,
analytical and process control instruments, cogeneration and alternative-energy
power plants, low-emission combustion systems, paper and waste-recycling
equipment, and biomedical products. The Reporting Person also provides a range
of services including environmental remediation and consulting, laboratory
analysis, and metals fabrication and processing, as well as research and product
development in unconventional imaging, adaptive optics, and direct energy
conversion.
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).
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 judgment,
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.
<PAGE>
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 $623,000 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. Any funds
necessary for the proposed transactions described in Item 4 below will be 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:
On May 5, 1999, the Reporting Person and the Issuer issued press releases
stating that the Issuer may be merged into and become a wholly owned subsidiary
of the Reporting Person. Public shareholders of the Issuer would receive shares
of common stock of the Reporting Person in exchange for their shares of the
common stock of the Issuer.
In addition, the press releases discussed modifications to the Reporting
Person's previously announced plan to merge ThermoRetec Corporation ("Retec")
and The Randers Killam Group Inc. ("Randers"), each majority-owned, publicly
traded subsidiaries of the Issuer, into the Issuer. Each of Randers and Retec
may now be merged into and become wholly owned subsidiaries of the Reporting
Person. Public shareholders of Randers and Retec would receive shares of common
stock of the Reporting Person in exchange for their shares of the common stock
of Randers and Retec, respectively. Certain conditions to the proposed
transactions are set forth in Item 6.
Except as set forth in this Item 4 and in 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:
(a) The Reporting Person beneficially owns 16,638,220 Shares, or
approximately 87.2% 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 595,880 Shares or approximately 3.1% 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 502,100 Shares that such persons have the right to acquire within
60 days through the exercise of stock options. Share ownership information for
each executive officer and director of the Reporting Person is set forth below:
<PAGE>
Name Number of
Shares(1)
John M. Albertine 1,500
Peter O. Crisp 1,500
Elias P. Gyftopoulos 3,040
George N. Hatsopoulos 55,471
John N. Hatsopoulos 60,357
Brian D. Holt 250,000
Frank Jungers 1,500
John T. Keiser 0
Paul F. Kelleher 11,197
Earl R. Lewis 0
Robert A. McCabe 3,660
Theo Melas-Kyriazi 53,618
Donald E. Noble 53,040
Hutham S. Olayan 1,500
Robert W. O'Leary 0
William A. Rainville 60,000
Arvin H. Smith 36,997
Richard F. Syron 0
Roger D. Wellington 2,500
All directors and current executive officers as 595,880
a group (19 persons)
(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. McCabe, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr. Rainville,
Mr. Smith, Mr. Wellington and all directors and executive officers as a group
include 1,500, 1,500, 1,500, 40,000, 40,000, 250,000, 1,500, 5,000, 1,500,
53,000, 8,600, 1,500, 60,000, 35,000, 1,500 and 502,100 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.
<PAGE>
(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 Dr. G. Hatsopoulos,
Mr. J. Hatsopoulos, Mr. Kelleher, Mr. Melas-Kyriazi, Mr. Smith and all directors
and current executive officers as a group include 309, 315, 303, 299, 265 and
1,491 Shares, respectively, allocated to their respective accounts maintained
pursuant to the Reporting Person's employee stock ownership plan (the "ESOP"),
of which the trustees, who have investment power over its assets, are executive
officers of the Reporting Person. Shares beneficially owned by Mr. Noble include
21,400 Shares allocated to Mr. Noble's account maintained pursuant to the
Issuer's deferred compensation plan for directors. Shares beneficially owned by
Mr. J. Hatsopoulos include 12,500 Shares that Mr. J. Hatsopoulos has the right
to acquire within 60 days through the exercise of stock purchase warrants
acquired in connection with private placements of securities by the Issuer and
one or more of the Issuer's subsidiaries on terms identical to terms granted to
outside investors. Shares beneficially owned by Dr. G. Hatsopoulos include 93
Shares held by his spouse and 3 Shares allocated to his spouse's account
maintained pursuant to the ESOP.
(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 and second paragraphs of Item 6 are hereby amended and restated
in their entirety as follows:
As set forth in Item 4 hereof, the Reporting Person has announced that the
Issuer, along with Randers and Retec, may be merged into the Reporting Person.
The completion of these transactions is subject to numerous conditions,
including the establishment of prices and exchange ratios, confirmation of
anticipated tax consequences, approval by the directors of each of the Issuer,
Randers, and Retec, including the independent directors of such companies,
negotiation and execution of definitive purchase and sale or merger agreements,
clearance by the Securities and Exchange Commission of a registration statement
and proxy materials regarding the proposed transactions, and, where appropriate,
receipt of fairness opinions from investment banking firms.
<PAGE>
Of the 16,638,220 Shares beneficially owned by the Reporting Person, (i)
60,525 Shares are subject to options to acquire such Shares granted by the
Reporting Person pursuant to its director and employee stock option plans and
(ii) 32,389 Shares are issuable upon conversion of the Issuer's convertible
subordinated debentures owned by the Reporting Person. The executive officers
and directors of the Reporting Person have the right, pursuant to such options,
to acquire 10,500 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 40,000 Shares within 60 days; Mr.
John N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr.
Donald E. Noble has the right to acquire 9,200 Shares within 60 days; Mr. Brian
D. Holt has the right to acquire 250,000 Shares within 60 days; Mr. William A.
Rainville has the right to acquire 60,000 Shares within 60 days; Mr. Arvin H.
Smith has the right to acquire 35,000 Shares within 60 days; and Mr. Paul F.
Kelleher has the right to acquire 5,000 Shares within 60 days. Mr. John N.
Hatsopoulos has the right to acquire 12,500 Shares within 60 days through the
exercise of stock purchase warrants acquired in connection with private
placements of securities by the Issuer and one or more of the Issuer's
subsidiaries on terms identical to terms granted to outside investors.
<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: May 10, 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. 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.
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
<PAGE>
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
