-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VEWxm6ojNNg0cMRHhtKqUWKYwiIP73YwxB0h16YZFysopZ/MH4l3v/utovVccU41 hH1XZRLLnn9XAKF/BG2cjg== 0000097745-97-000121.txt : 19970807 0000097745-97-000121.hdr.sgml : 19970807 ACCESSION NUMBER: 0000097745-97-000121 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970806 SROS: NYSE GROUP MEMBERS: THERMO ELECTRON CORP GROUP MEMBERS: THERMO ELECTRON CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS DETECTION INC CENTRAL INDEX KEY: 0001012555 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 043106698 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51365 FILM NUMBER: 97651984 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5082512000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254-9046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. __) Thermedics Detection Inc. ---------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------ (Title of Class of Securities) 88355E-10-5 ------------------ (CUSIP Number) PAGE NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Electron Corporation IRS No. 04-2209186 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 7 SOLE DISPOSITIVE POWER OWNED BY 0 EACH 8 SHARED DISPOSITIVE POWER REPORTING 0 PERSON WITH PAGE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON * CO PAGE NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermedics Inc. IRS No. 04-2788806 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5 SOLE VOTING POWER NUMBER OF 10,000,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7 SOLE DISPOSITIVE POWER 10,000,000 EACH 8 SHARED DISPOSITIVE POWER REPORTING 0 PERSON WITH PAGE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 93.6% 12 TYPE OF REPORTING PERSON * CO PAGE Item 1(a). Name of Issuer. This Schedule 13G relates to Thermedics Detection Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. The Issuer's principal executive offices are located at 220 Mill Road, Chelmsford, Massachusetts 01824-4178. Item 2(a). Names of Persons Filing. This Schedule 13G is being filed by Thermo Electron Corporation ("Thermo Electron") and its majority-owned subsidiary Thermedics Inc. ("Thermedics" and, together with Thermo Electron, the "Reporting Persons"). Item 2(b). Address of Principal Business Offices. The principal business address and principal office address of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02254-9046 and the principal business address and principal office address of Thermedics is 470 Wildwood Street, Woburn, Massachusetts 01888. Item 2(c). Citizenship. Thermo Electron is a Delaware corporation and Thermedics is a Massachusetts corporation. Item 2(d). Title of Class of Securities. This Schedule 13G relates to the common stock, par value $0.10 per share (the "Common Stock"), of the Issuer. Item 2(e). CUSIP Number. The CUSIP number of the Common Stock is 88355E-10-5. Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act; (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940; (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F); PAGE (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7; or (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Not applicable. Item 4. Ownership. (a) Amount beneficially owned by Thermo Electron: 0 Amount beneficially owned by Thermedics: 10,000,000 (b) Percent of class owned by Thermo Electron: 0% Percent of class owned by Thermedics: 93.6% (c) Number of shares as to which Thermo Electron has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Number of shares as to which Thermedics has: (i) Sole power to vote or to direct the vote: 10,000,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 10,000,000 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent of Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See attached Exhibit 8. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. PAGE Signatures After reasonable inquiry and to the best of their knowledge and belief, the Reporting Persons certify that the information set forth in this statement is true, complete and correct. Date: July 6, 1997 THERMO ELECTRON CORPORATION By: /s/Melissa F. Riordan --------------------------- Melissa F. Riordan Treasurer Date: July 6, 1997 THERMEDICS INC. By: /s/Melissa F. Riordan --------------------------- Melissa F. Riordan Treasurer PAGE EXHIBIT 8 TO SCHEDULE 13G This Schedule 13G is being filed to reflect the ownership of the shares of Common Stock of the Issuer by each of Thermo Electron and its majority-owned subsidiary Thermedics. Thermedics has the sole power to vote and dispose of the shares it owns. Thermo Electron owns more than 50% of the outstanding common stock of Thermedics and, therefore, may be deemed to have the power to vote and dispose of the shares owned by Thermedics. However, Thermo Electron disclaims the existence of a group between itself and Thermedics for purposes of this Schedule 13G. AA972110053 -----END PRIVACY-ENHANCED MESSAGE-----