UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. 3)
Trex Medical Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89531R 10 1
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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)
October 17, 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 (a) [ ]
GROUP* (b) [ x ]
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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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7 SOLE VOTING POWER
25,121,689
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
25,121,689
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,121,689
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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)
78.6%
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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 Trex Medical Corporation (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, 5 and 6 of this Schedule 13D. The
Reporting Person holds directly the Shares of the Issuer that are the subject of
this Amendment. As of the date of this Amendment, 25,121,689 Shares were owned
of record by the Reporting Person. The Reporting Person also had the right to
acquire approximately 678,541 Shares upon conversion of $8 million principal
amount of the Company's 8% Subordinated Convertible Notes due 2000. These Notes
were convertible at a conversion price of $11.79 per Share. On October 18, 2000,
the Reporting Person and the Issuer agreed to replace these Notes with a new
note in the principal amount of $8 million. This new note matures March 30, 2001
and bears interest at a rate that is equal to the Dealer Commercial Paper Rate
for 90-day maturties as reported in the Wall Street Journal plus 100 basis
points (currently 7.49%). The note is not convertible into shares of the Issuer.
The Reporting Person is a leading provider of analytical and monitoring
instruments used in a broad range of applications, from life sciences research
to telecommunications to food and beverage production. In addition, the
Reporting Person serves the healthcare market through a family of medical
companies, and is a major producer of paper recycling systems and provides
fiber-recovery products. As announced on January 31, 2000, the Reporting Person
has initiated a major reorganization that would transform it into one publicly
traded entity focused on its core instruments business. The Reporting Person's
medical products and paper recycling businesses will be spun off as dividends to
Thermo Electron stockholders. More information is available on the Internet at
http://www.thermo.com.
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).
<PAGE>
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.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On October 17, 2000, the Reporting Person issued a press release stating
that the Reporting Person plans to make a cash tender offer for any and all of
the outstanding Shares of the Issuer at $2.15 per Share. The Reporting Person
currently owns of record approximately 78.6% of the outstanding Shares.
The Reporting Person will condition the tender offer on receiving
acceptances from holders of enough Shares so that, when combined with its
current ownership of Shares, the Reporting Person's ownership reaches at least
90%. If the Reporting Person achieves this 90% ownership threshold, it will
acquire all remaining outstanding Shares through a short-form merger in
Delaware. Stockholders who do not tender their Shares to the Reporting Person
during the tender offer would also receive $2.15 per Share in cash for their
Shares in the short-form merger. The tender offer and proposed subsequent
short-form merger require Securities and Exchange Commission clearance of
necessary filings. The short-form merger would not require the approval of the
Issuer's board of directors or stockholders.
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) On December 17, 1999, ThermoTrex Corporation, the parent corporation
of the Issuer and a majority-owned subsidiary of the Reporting Person, issued a
press release stating that it had entered into a definitive agreement and plan
of merger with the Reporting Person. Following the consummation of this merger
on August 14, 2000, ThermoTrex ceased to be a publicly traded company, and the
Shares of the Issuer formerly held by the Reporting Person indirectly, through
ThermoTrex, are now directly held by the Reporting Person.
<PAGE>
To the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person beneficially own an aggregate of 205,194
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 183,500 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 September 30, 2000, is set forth below.
Name Number of Shares(1)
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Samuel W. Bodman 0
Peter O. Crisp 1,500
Marijn E. Dekkers 0
Elias P. Gyftopoulos 44,340
Brian D. Holt 4,000
Frank Jungers 1,650
John T. Keiser 20,000
Jim P. Manzi 0
Robert A. McCabe 7,050
Theo Melas-Kyriazi 54,000
Hutham S. Olayan 52,654
Robert W. O'Leary 0
William A. Rainville 20,000
Richard F. Syron 0
All directors and current executive officers as a group 205,194
(14 persons)
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos, Mr.
Holt, Mr. Jungers, Mr. Keiser, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan,
Mr. Rainville, and all directors and executive officers as a group include
1,500, 41,000, 4,000, 1,000, 20,000, 1,000, 54,000, 41,000, 20,000 and
183,500 Shares, respectively, that such person or members of the group
have the right to acquire within 60 days.
Although 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. Gyftopoulos,
Ms. Olayan and all directors and current executive officers as a group include
2,340, 6,654 and 8,994, Shares, respectively, allocated to their respective
accounts maintained pursuant to the Issuer's deferred compensation plan for
directors. Shares beneficially owned by Ms. Olayan do not include Shares owned
by Crescent International Holdings Ltd., a member of the Olayan Group, which is
indirectly controlled by Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan
disclaims beneficial ownership of the Shares owned by Crescent International
Holdings Ltd.
<PAGE>
(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
plans to take the Issuer private at a cash price of $2.15 per Share.
Of the 25,121,689 Shares beneficially owned by the Reporting Person,
222,650 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 51,500 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. Elias Gyftopoulos has the right to acquire 41,000 Shares
within 60 days; Mr. Theo Melas-Kyriazi has the right to acquire 50,000 Shares
within 60 days; and Ms. Hutham Olayan has the right to acquire 41,000 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: October 19, 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.
Jim P. Manzi: Director, Thermo Electron
Mr. Manzi was the Chairman, President and Chief Executive Officer of Lotus
Development Corporation, a software manufacturer, from 1984 until 1995. Since
leaving Lotus, Mr. Manzi has been involved in a number of technology start-up
ventures, primarily related to the Internet.
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>
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.
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chief Executive Officer of PacificCare
Health Systems, Inc., a managed health services company. His business address is
PacificCare Health Systems, Inc., 3120 Lake Center Drive, Santa Ana, California
92704.
Richard F. Syron: Chief Executive Officer, Chairman of
the Board and Director, Thermo Electron
Marijn E. Dekkers: Director, President and Chief
Operating Officer, Thermo Electron.
Mr. Dekkers is a citizen of The
Netherlands.
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
William A. Rainville: Chief Operating Officer, Recycling and
Resource Recovery, Thermo Electron
