UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
ThermoLase Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
883624-10-8
(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)
February 4, 2000
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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) [ x ]
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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
REPORTING PERSON 34,381,149
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
34,381,149
- -
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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
34,381,149
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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
85.3%
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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 of common stock, par value $.01 per share, of ThermoLase
Corporation, as set forth below.
Item 2. Identity and Background
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect an increase in the
Reporting Person's holdings of the Issuer's Shares since the Reporting Person's
last filing on Schedule 13D, in December 1999, of more than one percent.
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 $6,700,000 in purchasing
securities 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.
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 in exchange for shares of
the Reporting Person's common stock (the "TMO Common Stock"). 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 agreement, the number of shares of TMO Common Stock to be issued
to the Issuer'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
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 Share.
<PAGE>
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 Share.
In addition, under the agreement, units of the Issuer (currently consisting
of one Share coupled with the right to have the Issuer redeem that 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.
Prior to the Issuer's merger with the Reporting Person, 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 determining
whether to do so, the Reporting Person will consider various relevant factors,
including amounts and prices of available securities of the Issuer, other
opportunities available to the Reporting Person and general market and economic
conditions.
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 Shares beneficially owned by the Reporting Person include 6,420,153
Shares, or approximately 15.9% of the outstanding Shares, owned directly by the
Reporting Person, and 27,960,996 Shares, or approximately 71% of the outstanding
Shares, owned by TKN. To the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person beneficially own an aggregate of
266,928 Shares or approximately 0.7% 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 250,358 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.
<PAGE>
Name Number of Shares(1)
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Samuel W. Bodman 0
Peter O. Crisp 22,758
Elias P. Gyftopoulos 64,754
George N. Hatsopoulos 31,125
John N. Hatsopoulos 42,329
Brian D. Holt 5,000
Frank Jungers 1,300
John T. Keiser 0
Paul F. Kelleher 83,300
Earl R. Lewis 5,000
Robert A. McCabe 1,145
Theo Melas-Kyriazi 217
Robert W. O'Leary 0
Hutham S. Olayan 0
William A. Rainville 10,000
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive 266,928
officers as a group (17 persons)
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Kelleher, Mr. Lewis, Mr.
Rainville and all directors and executive officers as a group include 22,758,
62,400, 28,800, 39,400, 5,000, 77,000, 5,000, 10,000 and 250,358 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. George N.
Hatsopoulos include 32 Shares held by his spouse. Mr. McCabe owns 831 Units.
Shares beneficially owned by Ms. Olayan do not include 10,000 Shares owned by
Crescent Growth Fund, Ltd., 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.
<PAGE>
(c) The Reporting Person has effected the following transactions with respect to
the Shares during the past 60 days: On February 3, 2000, the Reporting Person
made open market purchases of an aggregate of $4,115,000 principal amount of the
Issuer's 4-3/8% convertible subordinated debentures due 2004 (the "Debentures").
On February 4, 2000, the Reporting Person made open market purchases of an
aggregate of $4,110,000 principal amount of the Debentures. These Debentures
purchased by the Reporting Person are convertible into a total of 473,108
Shares. 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 34,381,149 Shares beneficially owned by the Reporting Person, (i)
946,218 Shares are issuable to the Reporting Person if it elects to convert in
full its convertible subordinated debentures of the Issuer and (ii) 135,575
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 42,758 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.
Gyftopoulos has the right to acquire 62,400 Shares within 60 days; Dr. G.
Hatsopoulos has the right to acquire 28,800 Shares within 60 days; Mr. J.
Hatsopoulos has the right to acquire 39,400 Shares within 60 days; and Mr.
Kelleher has the right to acquire 77,000 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 10, 2000 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.
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
