-----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, IELs/PdQTmLcWzTQvSeBs7OXVAmmwD3qM3nnIiZiTL9EDoHvDeEQADhit0FFAIKC KnlGAfwWyjdgv56sr5yilw== 0000813895-98-000019.txt : 19981214 0000813895-98-000019.hdr.sgml : 19981214 ACCESSION NUMBER: 0000813895-98-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO POWER CORP CENTRAL INDEX KEY: 0000813895 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 042891371 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39135 FILM NUMBER: 98768217 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254-9046 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 FORMER COMPANY: FORMER CONFORMED NAME: TECOGEN INC DATE OF NAME CHANGE: 19920703 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 13D/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 7816221000 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Thermo Power Corporation (Name of Issuer) Common Stock, par value $.10 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 883589 10 3 (CUSIP Number) Seth H. Hoogasian, Esq. General Counsel (781)622-1000 Thermo Electron Corporation 81 Wyman Street Waltham, MA 02454-9046 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 1998 - ------------------------------------------------------------------------------ (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 [ ]. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON 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) [ ] - ------------------------------------------------------------------------------- - --------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------------------------- - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- - --------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,302,306 WITH - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 9,302,306 - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,302,306 - --------------------------- - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- - --------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 78.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - ------------------------------------------------------------------------------- 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 Power 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 and 6 of this Schedule 13D. The Reporting Person develops, manufactures and markets analytical and monitoring instruments; biomedical products including heart-assist devices, respiratory-care equipment, and mammography systems; and paper-recycling and papermaking equipment. The Reporting Person also develops alternative-energy systems and clean fuels, provides a range of services including industrial outsourcing and environmental-liability management, and conducts research and development in advanced imaging, laser communications, and electronic information-management technologies. 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. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety as follows: The Reporting Person expends amounts from time to time in purchasing Shares of the Issuer. These funds are paid out of the Reporting Person's working capital. The Reporting Person has made no such purchases since the date of its last filing on Schedule 13D. Item 4. Purpose of Transaction The first paragraph of Item 4 is hereby amended and restated in its entirety as follows: On December 10, 1998, the Reporting Person issued a press release in which it stated that the Issuer will be taken private and become a wholly owned subsidiary of the Reporting Person, as previously announced on August 12, 1998. Shareholders of the Issuer will receive cash in exchange for their Shares. 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 9,302,306 Shares. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 238,558 Shares or approximately 2.0% 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 131,400 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) - ---- ------------------- John M. Albertine 3,000 Peter O. Crisp 37,427 Elias P. Gyftopoulos 6,925 George N. Hatsopoulos 54,282 John N. Hatsopoulos 46,753 Brian D. Holt 0 Frank Jungers 3,000 Paul F. Kelleher 15,370 John T. Keiser 0 Earl R. Lewis 10,000 Robert A. McCabe 11,629 Donald E. Noble 24,194 Robert W. O'Leary 0 Hutham S. Olayan 3,000 Peter G. Pantazelos 8,584 William A. Rainville 0 Arvin H. Smith 7,969 Richard F. Syron 0 Roger D. Wellington 6,425 John W. Wood Jr. 0 All directors and current executive 238,558 officers as a group (20 persons) (1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Kelleher, Mr. McCabe, Mr. Noble, Ms. Olayan, Mr. Wellington, and all directors and executive officers as a group include 3,000, 6,900, 3,000, 40,000, 40,000, 3,000, 9,000, 10,000, 3,000, 7,500, 3,000, 3,000 and 131,400 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 Mr. Crisp and Mr. Noble include 11,434 and 7,869 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 114 Shares held by Dr. G. Hatsopoulos' spouse. Shares beneficially owned by Mr. J. Hatsopoulos include 1,000 Shares held by Mr. J. Hatsopoulos' spouse. (c) The Reporting Person has effected no transactions with respect to the Shares since the date of its last filing on Schedule 13D. 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 the Issuer will be taken private and become a wholly-owned subsidiary of the Reporting Person. The completion of this transaction is subject to numerous conditions, including the establishment of a price; confirmation of anticipated tax consequences; the approval of the Board of Directors of the Reporting Person; the negotiation and execution of a definitive merger agreement; the receipt of a fairness opinion from an investment banking firm; the approval of the Issuer's Board of Directors (including its independent directors); and clearance by the Securities and Exchange Commission of any necessary documents regarding the proposed transaction. Of the 9,302,306 Shares beneficially owned by the Reporting Person, 68,250 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 18,000 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. George N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr. Donald E. Noble has the right to acquire 7,500 Shares within 60 days; Mr. Peter O. Crisp has the right to acquire 6,900 Shares within 60 days; Mr. Earl R. Lewis has the right to acquire 10,000 Shares within 60 days; and Mr. Paul Kelleher has the right to acquire 9,000 Shares within 60 days. 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: December 11, 1998 THERMO ELECTRON CORPORATION By: /s/ Kenneth J. Apicerno Kenneth J. Apicerno Treasurer 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. John M. Albertine: Director, Thermo Electron Dr. Albertine is Chairman of the Board and Chief Executive Officer of Albertine Enterprises, Inc., an economic and public policy consulting firm. His business address is Albertine Enterprises, Inc., 1156 15th Street N.W., Suite 505, Washington, DC 20005. Peter O. Crisp: Director, Thermo Electron Mr. Crisp was, until August 1997, a General Partner of Venrock Associates, a venture capital investment firm. 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 President of Pilot Capital Corporation, a firm specializing in private investment and acquisition services. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Donald E. Noble: Director, Thermo Electron For more than 20 years, from 1959 to 1980, Mr. Noble served as the Chief Executive Officer of Rubbermaid, Incorporated, first with the title of President and then as Chairman of the Board. His business address is Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691. Robert W. O'Leary: Director, Thermo Electron Mr. O'Leary is the Chairman and Chief Executive Officer 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 and President of Competrol Real Estate Limited, firms engaged in advisory services and private real estate investments. Her business address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. Richard F. Syron: Director, Thermo Electron Mr. Syron has served as the Chairman and Chief Executive Officer of the American Stock Exchange since 1994. Mr. Syron was President and Chief Executive Officer of the Federal Reserve Bank of Boston from 1989 to 1994. His business address is 86 Trinity Place, New York, New York 10006. 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. George N. Hatsopoulos: Director, Chairman of the Board and Chief Executive Officer, Thermo Electron John N. Hatsopoulos: Director, Chief Financial Officer, and Vice Chairman of the Board, Thermo Electron Peter G. Pantazelos: Executive Vice President, Corporate Development, Thermo Electron Arvin H. Smith: President, Thermo Electron Earl R. Lewis: Chief Operating Officer, Instrumentation William A. Rainville: Chief Operating Officer, Recycling and Recovery Systems John W. Wood Jr.: Senior Vice President, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron Brian D. Holt: Chief Operating Officer, Environmental and Energy John T. Keiser: Chief Operating Officer, Biomedical and New Technologies -----END PRIVACY-ENHANCED MESSAGE-----