-----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, WodD7BEi/mLJchgW+5ffGL9tiExRDpeaDh5AbB4TZCf8wmVkieeYdqy82jZmTfq/ wnGd3CqIRbeScr+jdrsPeA== 0000097745-98-000022.txt : 19980507 0000097745-98-000022.hdr.sgml : 19980507 ACCESSION NUMBER: 0000097745-98-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980506 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ECOTEK CORP CENTRAL INDEX KEY: 0000864960 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 043072335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49855 FILM NUMBER: 98611736 BUSINESS ADDRESS: STREET 1: 245 WINTER ST STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6176621000 MAIL ADDRESS: STREET 1: 245 WINTER STREET STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02154 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: 6176221000 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Thermo Ecotek Corporation (Name of Issuer) Common Stock, par value $.10 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 88355R-10-6 (CUSIP Number) Seth H. Hoogasian, Esq. General Counsel (781) 622-1000 Thermo Electron Corporation 81 Wyman Street Waltham, MA 02254-9046 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 5, 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(b) (3) or (4), check the following box [ ]. - ------------------------------------------------------------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. - ------------------------------------------------------------------------------- The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
- --------------------------------------- ------------------------------------------------------------------------------------------- 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 WITH 33,115,329 - --------------------------- ----------- ------------------------------------------------------------------------------------------- - --------------------------- ----------- ------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - --------------------------- ----------- ------------------------------------------------------------------------------------------- - --------------------------- ----------- ------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 33,115,329 - --------------------------- ----------- ------------------------------------------------------------------------------------------- - --------------------------- ----------- ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------- ----------- ------------------------------------------------------------------------------------------- - --------------------------------------- ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,115,329 - --------------------------------------- - --------------------------------------- ---------------------------------------------------------------------- -------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERATIN SHARES* [ ] - --------------------------------------- ---------------------------------------------------------------------- -------------------- - --------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 93.6% - --------------------------------------- ------------------------------------------------------------------------------------------- - --------------------------------------- ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - --------------------------------------- -------------------------------------------------------------------------------------------
Thermo Electron Corporation hereby amends its statements on Schedule 13D relating to the shares (the "Shares") of common stock, par value $.10 per share, of Thermo Ecotek 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 an increase in the Reporting Person's holdings of the Issuer's Shares since the Reporting Person's last filing on Schedule 13D, in November 1997, of more than one percent. The Reporting Person develops, manufactures and markets environmental, analytical and process controls instruments, cogeneration and alternative-energy power plants, low-emission combustion systems, paper and waste-recycling equipment, and biomedical products. The Reporting Person also provides a range of services including environmental remediation and consulting, laboratory analysis, and metals fabrication and processing, as well as research and product development in unconventional imaging, adaptive optics, and direct energy conversion. The principal business address and principal office address of the Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham, Massachusetts 02254-9046. 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 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 have 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 follow: The Reporting Person has expended approximately $9,347,225 in purchasing Shares 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: 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 order to maintain at least 80% ownership of the Issuer. The Reporting Person may also make additional purchases of Shares or other securities of the Issuer in such manner and in such amounts as it determines to be appropriate for other purposes. In determining whether to do so for other purposes, the Reporting Person will consider various relevant factors, including its evaluation of the Issuer's business, prospects and financial condition, amounts and prices of available securities of the Issuer, the market for the Issuer's securities, other opportunities available to the Reporting Person and general market and economic conditions. Purchases may be made either on the open market or directly from the Issuer. 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 benefically owns 33,115,329 Shares, or approximately 93.6% of the outstanding Shares. Of the 33,115,329 shares benefically owned by the Reporting person, 10,815,846 Shares are issuable to the Reporting Person if it elects to convert in full its subordinated convertible debentures of the Issuer. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 150,923 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 93,257 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 who owns Shares is set forth below.
Name Number of Shares(1) - ---- ------------------- John M. Albertine 2,250 Peter O. Crisp 5,191 Elias P. Gyftopoulos 2,250 George N. Hatsopoulos 25,575 John N. Hatsopoulos 35,569 Frank Jungers 44,640 Paul F. Kelleher 8,185 Robert A McCabe 2,250 Frank E. Morris 2,250 Donald E. Noble 2,250 Hutham S. Olayan 2,250 William A. Rainville 4,467 Arvin H. Smith 6,000 Roger D. Wellington 2,250 John W. Wood Jr. 3,321 All directors and current executive officers as a group (16 persons) 150,923
(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, Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Wellington and all directors and executive officers as a group include 2,250, 2,250, 2,250, 15,000, 13,257, 39,500, 7,500, 2,250, 2,250, 2,250, 2,250, 2,250 and 93,257 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.
(c) The Reporting Person has effected the following transactions with respect to the Shares during the past 60 days: Date Amount Price Per Share Transfer Type - -------------------------------- ---------------- ----------------------------- --------------------------------------- 03/02/98 5,000 $19.50 Open Market Purchase 03/02/98 2,400 $19.39 Open Market Purchase 03/03/98 5,400 $19.50 Open Market Purchase 03/03/98 1,700 $19.44 Open Market Purchase 03/03/98 300 $19.39 Open Market Purchase 03/04/98 60,900 $19.25 Open Market Purchase 03/05/98 137,300 $19.50 Open Market Purchase 03/09/98 1,900 $19.25 Open Market Purchase 03/10/98 1,900 $19.25 Open Market Purchase 03/11/98 1,900 $19.13 Open Market Purchase 03/11/98 50,000 $19.00 Open Market Purchase 03/12/98 1,900 $18.50 Open Market Purchase 03/12/98 5,000 $18.63 Open Market Purchase 03/13/98 15,100 $18.50 Open Market Purchase 03/16/98 1,900 $18.56 Open Market Purchase 03/16/98 10,000 $18.50 Open Market Purchase 03/17/98 12,000 $18.13 Open Market Purchase 03/17/98 13,000 $19.00 Open Market Purchase 03/17/98 5,000 $18.56 Open Market Purchase 03/17/98 5,000 $18.50 Open Market Purchase 03/18/98 47,000 $19.25 Open Market Purchase 03/18/98 1,900 $19.06 Open Market Purchase 03/19/98 1,900 $19.25 Open Market Purchase 03/20/98 12,900 $19.25 Open Market Purchase 03/23/98 10,000 $18.75 Open Market Purchase 03/23/98 2,300 $18.88 Open Market Purchase 03/24/98 2,300 $19.25 Open Market Purchase 03/24/98 9,000 $19.00 Open Market Purchase 03/25/98 6,900 $19.25 Open Market Purchase 03/26/98 1,900 $19.00 Open Market Purchase 03/27/98 5,700 $19.25 Open Market Purchase 03/27/98 1,200 $19.00 Open Market Purchase 03/30/98 2,200 $19.00 Open Market Purchase 03/31/98 2,200 $19.50 Open Market Purchase 04/01/98 7,000 $19.44 Open Market Purchase 04/01/98 200 $19.25 Open Market Purchase 04/02/98 1,900 $19.38 Open Market Purchase 04/03/98 1,900 $19.06 Open Market Purchase 04/14/98 400 $19.50 Open Market Purchase 04/14/98 56,600 $19.38 Open Market Purchase 04/15/98 43,000 $19.25 Open Market Purchase 04/16/98 6,000 $19.25 Open Market Purchase 04/16/98 2,000 $19.13 Open Market Purchase 04/17/98 1,800 $19.00 Open Market Purchase 04/20/98 2,000 $19.19 Open Market Purchase 04/21/98 2,000 $19.19 Open Market Purchase 04/22/98 58,000 $19.00 Open Market Purchase 04/23/98 2,000 $19.00 Open Market Purchase 04/24/98 197,000 $19.38 Open Market Purchase
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, with the exception of an open market sale of 685 shares by Mr. Paul F. Kelleher on March 24, 1998 at a price of $19.00 per share. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The first paragraph of Item 6 is hereby amended and restated in its entirety as follows: Of the 33,115,329 Shares beneficially owned by the Reporting Person, 10,815,846 Shares are issuable to the Reporting Person if it elects to convert in full its subordinated convertible debentures of the Issuer and 96,875 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 15,000 Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 13,257 Shares within 60 days; Mr. Frank Jungers has the right to acquire 39,500 Shares within 60 days; and Mr. Paul F. Kelleher has the right to acquire 7,500 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: May 6, 1998 THERMO ELECTRON CORPORATION By: /s/ Melissa F. Riordan Melissa F. Riordan 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 of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02254-9046. 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 September 1997, a General Partner of Venrock Associates, a venture capital investment firm. His address is 103 Horseshoe Road, Mill Neck, New York 11765-1005 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. Frank E. Morris: Director, Thermo Electron Dr. Morris served as President of the Federal Reserve Bank of Boston from 1968 until he retired in 1988. Dr. Morris also served as the Peter Drucker Professor of Management at Boston College from 1989 to 1994. His residential address is P.O. Box 825, 24 Sugarhouse Road, New London, New Hampshire 03257. 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. Hutham S. Olayan: Director, Thermo Electron Ms. Olayan is the President and a director of Olayan America Corporation, a member of the Olayan Group that is engaged in advisory services and private investments, including real estate. 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. His address is P.O. Box 8186, Longboat Key, Florida 34228. George N. Hatsopoulos: Director, Chairman of the Board and Chief Executive Officer, Thermo Electron John N. Hatsopoulos: Director, President and Chief Financial Officer, Thermo Electron Peter G. Pantazelos: Executive Vice President, Corporate Development, Thermo Electron Arvin H. Smith: Executive Vice President, Thermo Electron William A. Rainville: Senior Vice President, Thermo Electron John W. Wood Jr.: Senior Vice President, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron -----END PRIVACY-ENHANCED MESSAGE-----