UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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)
April 28, 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
[ ].
<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; 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 18,465,265
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
18,465,265
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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
18,465,265
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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
80.3%
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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.
The following is hereby added as the first paragraph of Item 3:
The Reporting Person has expended approximately $1,430,000 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. In addition, the
Reporting Person converted $10,900,000 in principal amount of the Issuer's
3-1/4% Convertible Subordinated Debentures due 2007 (the "Debentures") into
403,703 Shares, as described in Item 5(c) below.
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").
In addition, on December 17, 1999, the Issuer's ThermoLase Corporation
subsidiary ("ThermoLase") 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 of
ThermoLase common stock (the "TLZ Shares") held by the public shareholders of
ThermoLase in exchange for shares of TMO Common Stock. Following the merger, the
TLZ Shares would cease to be publicly traded. ThermoLase'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.
<PAGE>
Under the agreement, the number of shares of TMO Common Stock to be issued
to ThermoLase's public shareholders will be determined at the completion of the
merger (the "effective date"), as described below.
o If the average closing price of TMO Common Stock is between $11.925 and
$17.887 for the 20 trading days prior to the effective date of the merger,
a preliminary exchange ratio of 0.158 shares of TMO Common Stock for each
TLZ Share would be adjusted on the effective date by multiplying the 0.158
by a fraction of which the numerator would be $14.906 (the average
per-share closing price of TMO Common Stock for the 20 trading days ended
December 13, 1999), and of which the denominator would be the average
per-share closing price of TMO Common Stock for the 20 trading days ending
on the day before the effective date.
o If the average closing price of TMO Common Stock for the 20 trading days
prior to the effective date is below $11.925, the exchange ratio would be
fixed at 0.198 shares of TMO Common Stock per TLZ Share.
o If the average closing price of TMO Common Stock for the 20 trading days
prior to the effective date is above $17.887, the exchange ratio would be
fixed at 0.132 shares of TMO Common Stock per TLZ Share.
In addition, under the agreement, units of ThermoLase (currently
consisting of one TLZ Share coupled with the right to have ThermoLase redeem
that TLZ Share for $20.25 in April 2001) (the "Units") would be modified so
that, following the merger, each unit would consist of a fractional share of TMO
Common Stock (in an amount determined using the exchange ratio), which would be
redeemable in April 2001 for $20.25. The cash value of the redemption right
would remain constant before and after the merger.
Any shares of the TMO Common Stock would be offered only by means of a
prospectus.
In addition, the Issuer's Trex Medical Corporation subsidiary has been put
up for sale.
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 order to maintain tax consolidation with the Issuer. 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.
<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 18,465,265 Shares, or
approximately 80.3% 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 124,257 Shares or approximately 0.6% 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 103,988 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)
- ---- -------------------
Samuel W. Bodman 0
Peter O. Crisp 5,800
Elias P. Gyftopoulos 0
Brian D. Holt 1,023
Frank Jungers 6,500
John T. Keiser 91,023
Earl R. Lewis 1,023
Robert A. McCabe 5,500
Theo Melas-Kyriazi 6,472
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 124,257
officers as a group (14 persons)
(1) Shares reported as beneficially owned by Mr. Crisp, Mr. Holt, Mr. Keiser,
Mr. Lewis, Mr. Rainville, and all directors and executive officers as a group
include 5,800, 1,023, 91,023, 1,023, 5,119 and 103,988 Shares, respectively,
that such person or members of the group have the right to acquire within 60
days.
<PAGE>
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 5,280 full Shares allocated
to Mr. Crisp's account maintained pursuant to the Issuer's deferred compensation
plan for directors.
(c) The Reporting Person has effected no transactions with respect to the
Shares during the past 60 days, except as follows:
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Date Amount Price per Share Transfer Type
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4/26/00 10,000 $10.00 Open Market Purchase
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5/1/00 1,500 $10.375 Open Market Purchase
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5/1/00 20,600 $10.625 Open Market Purchase
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5/2/00 102,900 $10.652 Open Market Purchase
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In addition, on April 28, 2000, the Reporting Person converted $10,900,000
principal amount of the Issuer's Debentures into 403,703 Shares at a conversion
price of $27.00 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 during the past 60 days.
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 18,465,265 Shares beneficially owned by the Reporting Person,
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 8,188 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: Mr. Crisp has the right to acquire 5,800 Shares within 60
days; and Mr. Keiser has the right to acquire 90,000 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: May 8, 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 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.
<PAGE>
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
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
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical, Thermo Electron
