-----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, AaUXB4pm6bAiZIeyPxyGn99eeJ/RyFZS2LrT3QsT1OcFrIL6lcfgYf0HQqJZCwK0 EQJ2ldFKIoYpKa+vv7DAHw== 0000097745-99-000023.txt : 19990701 0000097745-99-000023.hdr.sgml : 19990701 ACCESSION NUMBER: 0000097745-99-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: 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: 0102 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08002 FILM NUMBER: 99656997 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended: December 31, 1998. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ________________ to________________ Commission file number 1-8002 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Thermo Electron Corporation MoneyMatch Plus Plan. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts 02454-9046. THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 TOGETHER WITH AUDITORS' REPORT THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN INDEX PAGE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 AND 1997 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998 3 NOTES TO FINANCIAL STATEMENTS 4-13 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Pension Committee of Thermo Electron Corporation: We have audited the accompanying statements of net assets available for plan benefits of the Thermo Electron Corporation Money Match Plus Plan (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for 0the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information included in Note 7 is presented for the purpose of additional analysis only. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Boston, Massachusetts May 10, 1999 1 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1998 AND 1997
1998 1997 ASSETS: Investments, at quoted market value- Thermo Electron Corporation Master Trust $331,861,803 $319,382,417 ------------ ------------ Total investments 331,861,803 319,382,417 ------------ ------------ Receivables- Employer contributions 1,013,457 726,766 Employee contributions 2,337,725 1,785,400 ------------ ------------ Total receivables 3,351,182 2,512,166 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $335,212,985 $321,894,583 ============ ============
The accompanying notes are an integral part of these financial statements. 2 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998
NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR $321,894,583 ADDITIONS: Interest and dividend income 6,964,513 Realized and unrealized depreciation, net (11,762,451) Employer contributions 12,790,580 Employee contributions 22,738,509 Participant roll-over transfers, net 18,756,561 ------------ Total additions 49,487,712 ------------ DEDUCTIONS: Distributions to participants 34,561,402 Administrative expenses 1,607,908 ------------ Total deductions 36,169,310 ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $335,212,985 ============
The accompanying notes are an integral part of these financial statements. 3 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (1) PLAN DESCRIPTION General The Thermo Electron Corporation Money Match Plus Plan (the Plan) is a defined contribution plan and is an amendment and restatement of the variable retirement benefit portion of the Thermo Electron Corporation Retirement Plan, effective January 1, 1986. The Plan covers eligible full-time and part-time employees of Thermo Electron Corporation and subsidiaries (the Company) who have completed two months of service. The Plan is a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code (IRC) and complies with the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Benefits The Plan provides for the payment of an individual's vested account upon termination of employment, retirement, permanent disability or death. The normal retirement benefits consist of a monthly annuity or lump-sum payment based on the individual's vested account. Contributions Participants may contribute, at their option, 1% to 15% (in increments of 1%) of their compensation to the Plan. Participants are eligible to receive a matching contribution from the Company upon completion of one year of service. The Company makes a matching contribution for each participant equal to 200% of the first 2% of compensation plus 25% of the second 2% of compensation, as contributed by the participant (the maximum company matching contribution is 4.5% of compensation). Contributions to the Plan are made monthly. Vesting All participant contributions vest immediately. Employer contributions vest according to the following schedule: Years of Service Vested Percentage Less than 3 0% 3 20 4 40 5 60 6 80 7 years or more 100 4 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) Active participation in the Plan may be terminated by a participant at any time. A participant is automatically 100% vested upon the attainment of age 65, upon becoming permanently disabled or upon death while still an active participant. Administrative Expenses All administrative expenses are paid by the Plan. Participant Accounts The Company's Pension Committee maintains separate accounts for each participant representing the participant and matching employer contributions made and the net earnings allocated thereon. The plan administrator and Mellon Trust (the Trustee) are responsible for determining that all allocations are made in accordance with the provisions of the Plan. Income earned on assets of the Plan, as well as unrealized appreciation or depreciation of investments, is allocated based on the ratio that a participant's interest in the fund bears to the total fund balance as of the valuation date. Withdrawals and Loans Participants may withdraw their employee contributions under certain conditions with prior written notice and approval of the plan administrator. Participants may also borrow up to 50% of their vested accounts, not to exceed $50,000 (loans may be taken against participant contributions only). The term of the loan is generally five years except when the use of the proceeds is for the purchase of a primary residence, for which the term can be up to 30 years. Interest is determined based on the market rate of interest charged for similar loans in the surrounding community. Plan Termination The Company expects to maintain the Plan indefinitely but reserves the right to amend or terminate the Plan at any time. In the event of termination, the right of all participants to benefits will become nonforfeitable to the extent funded. The priorities for determining the allocation of plan assets, as defined by the Plan, will be governed by ERISA. Forfeitures Upon a participant's break in service, as defined, the nonvested portion of the participant's account is forfeited and is used to reduce the Company's future funding requirements. If a participant who has terminated employment is rehired by the Company before the greater of a five-year break in service or the number of the participant's years of service prior to the participant's break in service, the participant shall be reinstated in such forfeited amount. 5 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Plan's financial statements are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investments Contributions to the Plan are held under provisions of the Thermo Electron Corporation Master Trust (the Master Trust) with the Trustee. The Master Trust pools the Plan's assets with those of other Company benefit plans and makes investments in various types of equity funds and fixed-income securities, as well as in Company common stock funds. The Plan is issued units representing its share in each Master Trust fund in which it invests. The plan administrator has received a copy of the most recent annual financial statements of the Master Trust and has submitted such financial statements directly to the Department of Labor. Accordingly, the financial statements of the Master Trust are not included herein. Participants may direct their participant and employer contributions among the following investment options, which are provided under the Master Trust: General Stock Fund The fund objective is to obtain long-term capital appreciation, primarily by investing in a diversified portfolio of equity securities of public companies. Up to 10% of fund assets may be invested in the stock of the Company's public subsidiaries. None of the General Stock Fund assets may be invested in the Company's stock, since the Thermo Electron Stock Fund invests exclusively in the shares of the Company. Fund performance is subject to market fluctuations, and the investment is not protected against loss. The fund is currently managed by seven independent professional fund managers, whose performance is regularly reviewed by the Company's Pension Committee. 6 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) Fixed Income Fund The fund invests primarily in fixed-income securities and fixed rate of return contracts. Fund assets are invested in several fixed rate of return contracts issued by insurance companies, with the repayment of the principal and interest guaranteed by the financial strength and condition of the insurance company. The fund assets are managed by Bankers Trust Company. Thermo Electron Stock Fund The fund objective is to obtain long-term capital appreciation by investing solely in the common stock of the Company. Fund performance is subject to market fluctuations and the performance of the Company's stock, and the investment is not protected against loss. The fund is managed by H.G. Wellington, whose performance is regularly reviewed by the Company's Pension Committee. Balanced Investment Fund The fund's objective is to seek income and capital appreciation by investing principally in bonds and preferred stock that are convertible into common stock. The fund is managed by Pecks Management Partners, Ltd. and Invesco Capital Management, whose performance is regularly reviewed by the Company's Pension Committee. Fund performance is subject to market fluctuations, and the investment is not protected against loss. Thermo Subsidiary Stock Fund The fund objective is to obtain long-term capital appreciation by investing solely in a combination of the common stock of the Company's subsidiaries. Fund performance is subject to market fluctuations and the performance of the Company's subsidiaries' stocks, and the investment is not protected against loss. The fund is managed by H.G. Wellington, whose performance is regularly reviewed by the Company's Pension Committee. Investments in each of the above funds are valued at market value in the accompanying financial statements. Presentation Certain amounts in 1997 have been reclassified to conform to the 1998 financial statement presentation. 7 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) (3) FEDERAL INCOME TAXES The Plan has received a favorable determination letter from the Internal Revenue Service dated May 15, 1995. The plan administrator believes that the Plan is designed and operated in accordance with the IRC and is exempt from federal income taxes, and that the participants in the Plan are not subject to taxes on either the income or the Company's contributions until such time as a distribution is made. Accordingly, no provision for income taxes has been made in the accompanying financial statements. (4) YEAR 2000 Plan management is currently in the process of evaluating the Plan's information technology infrastructure for Year 2000 compliance. Substantial doubt exists as to whether the Plan's recordkeeping system will be Year 2000 compliant. Plan management is currently preparing a plan to remedy this issue by outsourcing the Plan's recordkeeping function before December 31, 1999. Plan management does not anticipate that the Year 2000 issue will cause any material disruptions in the administration of the Plan. (5) RECONCILIATION TO FORM 5500 Payments due to participants who have requested to withdraw their funds prior to December 31, 1998 and 1997 amounted to $8,400,084 and $8,986,846, respectively. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for plan benefits in accordance with generally accepted accounting principles. The following table reconciles amounts per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1998 and 1997:
Benefits Net Assets Available Payable to Benefits for Plan Benefits Participants Paid 1998 1997 Per financial statements $ - $34,561,402 $335,212,985 $321,894,583 1998 pending benefit payments 8,400,084 8,400,084 (8,400,084) - 1997 pending benefit payments - (8,986,846) - (8,986,846) ---------- ---------- ---------- ---------- Per Form 5500 $8,400,084 $33,974,640 $326,812,901 $312,907,737 ========== =========== ============ ============
8 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) (6) MASTER TRUST ALLOCATION The Plan's interest in the assets of Thermo Electron Corporation Master Trust (Master Trust) is included in the accompanying statements of net assets available for benefits. A summary of the assets of the Master Trust as of December 31, 1998 and 1997 is as follows:
1998 1997 Investments, at market- Interest-bearing cash $ - $ 29,934 U.S. government securities 485,520 - Corporate debt instruments 27,437,113 40,127,935 Corporate stock- Preferred 8,448,012 6,063,267 Common 198,809,033 191,496,243 Unallocated insurance contracts 3,606,990 9,834,340 Common/collective short-term trust 43,193,245 40,440,840 Registered investment companies 71,609,238 50,269,708 Real estate and other 3,250 3,250 Loans to participants 6,361,496 5,592,273 ----------- ----------- Total investments 359,953,897 343,857,790 Securities sold 1,775,792 1,518,127 Receivables 910,314 958,000 Securities purchased (1,437,438) (362,932) Payables (479,398) - ----------- ----------- Total assets $360,723,167 $345,970,985 ============ ============
9 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) Plan assets are invested in Master Trust funds in an allocation determined by the plan administrator. Allocations of assets of the Master Trust to participating plans as of December 31, 1998 and 1997 are as follows:
1998 1997 Amount Percentage Amount Percentage Eberline Instrument Corporation Pension $ - 0.00% $1,414,317 0.41% Plan for Bargaining Unit Employees Thermo Web Systems, Inc. Profit Sharing 6,325,815 1.75 5,447,536 1.57 Plan Thermo Web Systems, Inc. Retirement 19,485,284 5.40 16,880,454 4.88 Plan Metallurgical Inc. Pension Plan 936,402 0.26 916,158 0.27 Thermo Electron Corporation Fixed 2,113,863 0.59 1,930,103 0.56 Retirement Benefit Plan Thermo Electron Corporation Money 331,861,803 92.00 319,382,417 92.31 Match Plus Plan ----------- --------- ----------- --------- Total $360,723,167 100.00% $345,970,985 100.00% ============ ========= ============ =========
Master Trust income allocated to the participating plans for the years ended December 31, 1998 and 1997 is as follows:
1998 1997 Interest income $ 7,654,362 $ 6,783,271 Dividends 2,282,642 1,746,952 Realized gains 16,257,418 20,722,920 Unrealized (depreciation) (26,906,557) 23,795,251 appreciation Other 453,622 - Administrative expenses (2,686,313) (1,551,756) ---------- ---------- Net investment (loss) $(2,944,826) $51,496,638 income
10 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) Unrealized appreciation (depreciation) by investment classification for the Master Trust for the year ended December 31, 1998 is as follows: Corporate debt instruments $(2,947,612) Corporate stock- Preferred (2,833,946) Common (23,099,517) Registered investment companies 1,966,236 Other 8,282 ------------ Unrealized depreciation $(26,906,557) ============= 11 THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 (Continued) (7) FUND INFORMATION
____________________________________________ Participant Directed___________________________ General Stock Fund Fixed Income Fund Thermo Electron Stock Fund Employer Employee Employer Employee Employer Employee NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR $60,241,815 $94,110,992 $6,725,583 $42,333,872 $29,391,370 $24,333,823 ADDITIONS: Interest and dividend income 23,793 41,389 501,133 2,750,849 33,387 28,971 Realized and unrealized appreciation (depreciation), net 10,549,874 18,355,066 - - (17,381,273) (15,082,496) Employer contributions 6,053,917 - 244,743 - 3,021,937 - Employee contributions - 11,105,230 - 2,669,299 - 2,632,068 Participant roll-over transfers, net 1,217,730 6,488,825 1,560,816 3,360,793 228,760 1,138,130 ----------- ----------- ----------- ----------- ----------- ------------ Total additions 17,845,314 35,990,510 2,306,692 8,780,941 (14,097,189) (11,283,327) ----------- ----------- ----------- ----------- ----------- ------------ DEDUCTIONS: Distributions to participants 4,506,191 9,880,260 1,130,755 8,608,900 1,706,140 2,182,743 Administrative expenses 381,885 635,362 8,520 86,583 21,414 16,922 ----------- ----------- ----------- ----------- ------------ ------------ Total deductions 4,888,076 10,515,622 1,139,275 8,695,483 1,727,554 2,199,665 ----------- ----------- ----------- ----------- ----------- ------------ LOANS ISSUED TO PARTICIPANTS - (1,482,379) - (596,063) - (285,276) LOAN PRINCIPAL REPAYMENTS 4,154 1,084,603 532 368,666 1,705 287,465 NET FUND TRANSFERS (6,815,538) 1,499,153 1,341,047 9,076,865 (2,246,165) (945,325) ----------- ----------- ----------- ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $66,387,669 $120,687,257 $9,234,579 $51,268,798 $11,322,167 $9,907,695 =========== ============ ========== =============== ============= ============
12 (7) FUND INFORMATION (CONTINUED)
____________________ Participant Directed__________________________ Balance Investment Fund Thermo Subsidiary Stock Fund Employer Employee Employer Employee Loan Fund Receivables Total NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR $12,127,964 $37,078,573 $ 313,057 $7,133,095 $5,592,273 $2,512,166 $321,894,583 ADDITIONS: Interest and dividend income 661,523 2,364,978 1,097 20,195 537,198 - 6,964,513 Realized and unrealized appreciation (depreciation), net (1,276,044) (4,568,218) (121,598) (2,237,762) - - (11,762,451) Employer contributions 3,141,489 - 41,803 - - 286,691 12,790,580 Employee contributions - 4,571,942 - 1,207,645 - 552,325 22,738,509 Participant roll-over transfers, net 543,022 3,046,380 104,793 593,366 473,946 - 18,756,561 ---------- ----------- --------- ----------- -------- --------- ----------- Total additions 3,069,990 5,415,082 26,095 (416,556) 1,011,144 839,016 49,487,712 ---------- ----------- --------- ----------- -------- --------- ----------- DEDUCTIONS: Distributions to participants 801,821 4,346,841 13,314 900,382 484,055 - 34,561,402 Administrative expenses 192,183 254,782 - 10,257 - - 1,607,908 ---------- ----------- --------- ----------- -------- --------- ----------- Total deductions 994,004 4,601,623 13,314 910,639 484,055 - 36,169,310 ---------- ----------- --------- ----------- -------- --------- ----------- LOANS ISSUED TO PARTICIPANTS - (567,001) - (104,181) 3,034,900 - - LOAN PRINCIPAL REPAYMENTS 3,341 409,380 555 95,169 (2,255,570) - - NET FUND TRANSFERS (707,186) (20,406) (70,260) (574,989) (537,196) - - ---------- --------- --------- ----------- --------- -------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $13,500,105 $37,714,005 $256,133 $5,221,899 $6,361,496 $3,351,182 $335,212,985 =========== ============ ========== ============ ============ ============ ============
13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN By: Thermo Electron Corporation, Plan Administrator By: /s/ Kenneth J. Apicerno --------------------------------- Kenneth J. Apicerno Treasurer Date: June 30, 1999 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into Thermo Electron Corporation's previously filed Registration Statement File No. 33-54347, Metrika Systems Corporation's previously filed Registration Statement File No. 333-58255, Thermedics Detection Inc.'s previously filed Registration Statement File No. 333-80463, Thermo BioAnalysis Corporation's previously filed Registration Statement File No. 333-61949, Thermo Optek Corporation's previously filed Registration Statement File No. 333-67869, ThermoRetec Corporation's previously filed Registration Statement File No. 33-80747, Thermo Sentron Inc.'s previously filed Registration Statement File No. 333-66909, Thermo Vision Corporation's previously filed Registration Statement File No. 333-67853, ONIX Systems Inc.'s previously filed Registration Statement File No. 333-79977 and Thermo Fibertek Inc.'s previously filed Registration Statement File No. 33-80751. ARTHUR ANDERSEN LLP Boston, Massachusetts June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----