UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 11)
Thermedics Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883901 10 0
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(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)
January 31, 2000
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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 [ ].
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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*
(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 31,759,424
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
31,759,424
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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
31,759,424
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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)
75.7%
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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 $.10 per share,
of Thermedics 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.
Through the largest of its four operating segments, measurement and
detection, the Reporting Person is a leading provider of analytical and
monitoring instruments used in everything from life sciences research to food
and beverage production. The Reporting Person serves the healthcare market
through its biomedical segment and is a recognized leader in heart-assist
devices, respiratory-care equipment, neurodiagnostics, and mammography systems.
Through its energy and environment segment, the Reporting Person develops and
operates power plants and offers a range of environmental consulting and
resource management services. The Reporting Person is also a major producer of
paper-recycling equipment and provides water-clarification and fiber-recovery
products and services through its recycling and resource recovery segment. In
addition, the Reporting Person conducts a broad range of advanced technology
R&D.
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 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Any funds necessary in connection with the proposed transactions described
in Item 4 below will be paid out of the Reporting Person's working capital. In
addition, the Reporting Person will issue shares of its common stock in exchange
for Shares pursuant to the transaction described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On January 31, 2000, the Reporting Person issued a press release in which
it stated that it proposes to take the Issuer private. In addition, the Issuer
will make cash tender offers for its majority-owned subsidiaries Thermedics
Detection Inc. (at $8.00 per share) and Thermo Sentron Inc. (at $15.50 per
share), in order to bring its own equity interest in each of these companies to
at least 90%. If successful, Thermedics Detection and Thermo Sentron would then
be spun into the Issuer through a short-form merger at the same cash prices as
the tender offers.
Thermedics currently owns approximately 83.6% and 74.2% of the outstanding
shares of Thermedics Detection and Thermo Sentron, respectively. The Reporting
Person, which currently directly owns approximately 5.3% and 12.4% of the
outstanding shares of Thermedics Detection and Thermo Sentron, respectively,
will tender its shares to Thermedics in the tender offers.
Following these tender offers, the Issuer, in turn, would be taken private.
The Reporting Person has announced that it will conduct an exchange offer for
any and all of the outstanding Shares held by minority shareholders. In the
exchange offer, holders of Shares will receive shares of the Reporting Person's
common stock in exchange for their Shares. The Reporting Person expects to
announce the exchange ratio for this transaction shortly after the Issuer
conducts the tender offers for Thermedics Detection and Thermo Sentron.
The Reporting Person, which currently owns approximately 75.7% of the
outstanding Shares, will condition the exchange offer on receiving acceptances
from holders of enough Shares so that, when combined with the Reporting Person's
current share ownership, the Reporting Person's ownership reaches at least 90%.
If the Reporting Person achieves this 90% ownership threshold, the Reporting
Person will acquire all remaining outstanding Shares through a short-form
merger. In the short-form merger, minority shareholders who do not participate
in the exchange offer would also receive shares of the Reporting Person's common
stock in exchange for their Shares at the same ratio.
The tender offers and exchange offer will require Securities and Exchange
Commission clearance of necessary filings; the exchange offer will require
establishment of the exchange ratio. The short-form merger involving the Issuer
would not require approval by the Issuer's board or shareholders.
In addition, the Issuer plans to seek a buyer for its Thermo Cardiosystems
Inc. subsidiary.
<PAGE>
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:
(a) The Reporting Person beneficially owns 31,759,424 Shares, or
approximately 75.7% 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 404,978 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 309,650 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, as of January 1, 2000,
is set forth below.
Name Number of Shares(1)
- ---- -------------------
Samuel W. Bodman 0
Peter O. Crisp 37,076
Elias P. Gyftopoulos 8,298
George N. Hatsopoulos 63,681
John N. Hatsopoulos 64,630
Brian D. Holt 0
Frank Jungers 3,000
John T. Keiser 194,693
Paul F. Kelleher 20,360
Earl R. Lewis 0
Robert A. McCabe 2,498
Theo Melas-Kyriazi 10,742
Robert W. O'Leary 0
Hutham S. Olayan 0
William A. Rainville 0
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive 404,978
officers as a group (17 persons)
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos,
Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Keiser, Mr. Kelleher and all
directors and executive officers as a group include 9,000, 2,750, 50,000,
50,000, 187,900, 10,000 and 309,650 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 and all directors and current executive
officers as a group include 1,635, 1,737, 1,294 and 4,666 full Shares,
respectively, allocated to their respective accounts maintained pursuant to the
Reporting Person's employee stock ownership plan ("ESOP"). Shares beneficially
owned by Mr. Crisp include 9,971 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 562 Shares held by his
spouse and 92 Shares allocated to the account of his spouse maintained pursuant
to the Reporting Person's 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 in 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 Reporting Person has announced that it
proposes to take the Issuer private, and that the Issuer will make cash tender
offers for Thermedics Detection and Thermo Sentron. In addition, the Issuer
plans to seek a buyer for its Thermo Cardiosystems subsidiary.
Of the 31,759,424 Shares beneficially owned by the Reporting Person, 39,950
Shares are subject to options to acquire such Shares granted by the Reporting
Person pursuant to its director and employee stock option plans. 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: Mr. Peter Crisp has the right to acquire 9,000 Shares within
60 days; Dr. Elias Gyftopoulos has the right to acquire 2,750 Shares within 60
days; Dr. George N. Hatsopoulos has the right to acquire 50,000 Shares within 60
days; Mr. John N. Hatsopoulos has the right to acquire 50,000 Shares within 60
days; Mr. John T. Keiser has the right to acquire 187,900 Shares within 60 days;
and Mr. Paul F. Kelleher has the right to acquire 10,000 Shares within 60 days.
<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: February 1, 2000 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.
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 September 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>
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chairman of Premier, Inc., a strategic
alliance of not-for-profit health care and hospital systems. 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 Chairman of the Board, Thermo
Electron
George N. Hatsopoulos: Director and Chairman Emeritus,
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
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical, 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
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
