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. 9)
Thermo Instrument Systems Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
883559 10 6
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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 [ ].
<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 104,356,011
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
104,356,011
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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
104,356,011
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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)
87.8%
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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 Instrument Systems 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.
The Reporting Person has expended approximately $30,000,000 in purchasing
Shares of the Issuer since the Reporting Person's last filing on Schedule 13D.
These funds were paid out of the Reporting Person's working capital. 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 a 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 Thermo
BioAnalysis Corporation (at $28.00 per share), ONIX Systems Inc. (at $9.00 per
share), and Metrika Systems Corporation (at $9.00 per share), in order to bring
its own equity interest in each of these companies to at least 90%. If
successful, Thermo BioAnalysis, ONIX Systems, and Metrika Systems would then be
spun in to the Issuer through a short-form merger at the same cash prices as the
tender offers. Because the Issuer currently owns more than 90% of the
outstanding shares of common stock of each of Thermo Optek Corporation and
ThermoQuest Corporation, these two companies are expected to be spun in for cash
through a short-form merger at $15.00 and $17.00 per share, respectively.
Thermo Instrument currently owns approximately 67.3%, 70.5%, and 80.3% of
the outstanding shares of Thermo BioAnalysis, Metrika Systems and ONIX Systems
common stock, respectively. The Reporting Person, which currently directly owns
approximately 20.8%, 8.5%, and 2.1% of the outstanding shares of Thermo
BioAnalysis, Metrika Systems, and ONIX Systems, respectively, will tender its
shares to Thermo Instrument in the tender offers.
Following the tender offers, the Issuer, in turn, would be taken private.
The Reporting Person has announced that it plans to 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 Thermo BioAnalysis, ONIX Systems and Metrika
Systems.
The Reporting Person, which currently owns approximately 87.8% 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 of directors or shareholders.
In addition, depending on the exchange ratio that is set and the number of the
Reporting Person's shares outstanding at the time of the transaction, the
issuance of the Reporting Person's common stock in the exchange offer may
require approval by the Reporting Person's shareholders, under New York Stock
Exchange rules.
<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 104,356,011 Shares, or
approximately 87.8% 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 1,207,763 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 893,695 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 2,343
Elias P. Gyftopoulos 78,843
George N. Hatsopoulos 193,208
John N. Hatsopoulos 96,106
Brian D. Holt 0
Frank Jungers 27,152
John T. Keiser 154,212
Paul F. Kelleher 30,397
Earl R. Lewis 419,833
Robert A. McCabe 47,586
Theo Melas-Kyriazi 135,581
Robert W. O'Leary 0
Hutham S. Olayan 2,343
William A. Rainville 14,066
Richard F. Syron 0
Roger D. Wellington 6,093
All directors and current executive 1,207,763
officers as a group (17 persons)
<PAGE>
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Keiser, Mr. Kelleher, Mr.
Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan, Mr. Rainville, Mr. Wellington
and all directors and executive officers as a group include 2,343, 30,587,
131,254, 87,192, 10,777, 70,312, 25,783, 392,415, 7,259, 117,021, 2,343, 14,066,
2,343 and 893,695 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 Dr. G. Hatsopoulos,
Mr. J. Hatsopoulos, Mr. Kelleher and all directors and current executive
officers as a group include 598, 661, 495 and 1,754 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. Jungers, Mr. McCabe and all directors and current executive officers as a
group include 13,563, 8,908 and 22,471 Shares, respectively, allocated to their
respective accounts maintained pursuant to the Issuer's deferred compensation
plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include
26,773 Shares held by his spouse. Shares beneficially owned by Mr. Lewis include
2,987 Shares held by his spouse.
(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.
<PAGE>
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. In addition, the Reporting Person has
announced that the Issuer will make cash tender offers for Thermo BioAnalysis,
Metrika Systems and ONIX Systems, and is expected to spin-in Thermo Optek and
ThermoQuest by means of short-form mergers.
Of the 104,356,011 Shares beneficially owned by the Reporting Person,
40,452 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 7,029 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 30,587 Shares
wuthin 60 days; Dr. George N. Hatsopoulos has the right to acquire 131,254
Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 87,192
Shares within 60 days; Mr. Frank Jungers has the right to acquire 10,777 Shares
within 60 days; Mr. John T. Keiser has the right to acquire 70,312 Shares within
60 days; Mr. Paul F. Kelleher has the right to acquire 25,783 Shares within 60
days; Mr. Earl R. Lewis has the right to acquire 392,415 Shares within 60 days;
Mr. McCabe has the right to acquire 7,259 Shares within 60 days; Mr. Theo
Melas-Kyriazi has the right to acquire 117,021 Shares within 60 days; and Mr.
William A. Rainville has the right to acquire 14,066 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
