-----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, FpEKDKDDkmR6gIcWOmfWrgW90KMSJp2gu6QC3TCvi2ZMnKzoeyTw/1FHWbsb+7iQ B/ygw8q6e5Z9NsA1M5I1Lw== 0000901416-99-000013.txt : 19990624 0000901416-99-000013.hdr.sgml : 19990624 ACCESSION NUMBER: 0000901416-99-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMOLASE CORP CENTRAL INDEX KEY: 0000901416 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 061360302 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50581 FILM NUMBER: 99634301 BUSINESS ADDRESS: STREET 1: 2055 C LUNA ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 2055 C LUNA ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 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: 0102 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: 02454 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) ThermoLase Corporation (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 883624-10-8 (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) May 24, 1999 - ------------------------------------------------------------------------------ (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 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 SOURCE OF FUNDS* WC; OO - ------------------------------------------------------------------------------- 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 33,640,706 WITH - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 33,640,706 - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,640,706 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 84.5% - ------------------------------------------------------------------------------- 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 $.01 per share, of ThermoLase Corporation (the "Issuer"), as set forth below. Item 2. Identity and Background The first paragraph of 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 reported under Items 4 and 6 of this Schedule 13D. The Reporting Person holds the Shares of the Issuer that are the subject of this Amendment through one or more controlled subsidiaries. As of the date of this Amendment, 27,960,996 Shares were held by ThermoTrex Corporation ("TKN"), a majority-owned subsidiary of the Reporting Person. 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 has expended approximately $460,000 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. Any funds necessary in connection with the proposed transaction described in Item 4 will be paid out of the Reporting Person's working capital. In addition, the Reporting Person may issue shares of its common stock in exchange for Shares pursuant to the transaction described in Item 4 below. Item 4. Purpose of Transaction Item 4 is hereby amended and restated in its entirety as follows: On May 24, 1999, the Issuer issued a press release in which it announced that the Reporting Person has proposed the merger of the Issuer into the Reporting Person. The Issuer would become a wholly owned subsidiary of the Reporting Person. Public shareholders of the Issuer would receive shares of the common stock, $1.00 par value per share, of the Reporting Person in exchange for their Shares. Certain conditions to the proposed transaction are set forth in Item 6. 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 Shares beneficially owned by the Reporting Person include 5,679,710 Shares, or approximately 14.3% of the outstanding Shares, owned directly by the Reporting Person, and 27,960,996 Shares, or approximately 71.1% of the outstanding Shares, owned by TKN. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 342,555 Shares or approximately 0.9% 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 322,508 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 2,000 Samuel W. Bodman 0 Peter O. Crisp 22,508 Elias P. Gyftopoulos 62,400 George N. Hatsopoulos 31,125 John N. Hatsopoulos 42,329 Brian D. Holt 5,000 Frank Jungers 3,300 John T. Keiser 0 Paul F. Kelleher 83,300 Earl R. Lewis 5,000 Robert A. McCabe 3,976 Theo Melas-Kyriazi 51,617 Donald E. Noble 6,000 Robert W. O'Leary 0 Hutham S. Olayan 2,000 William A. Rainville 10,000 Arvin H. Smith 10,000 Richard F. Syron 0 Roger D. Wellington 2,000 All directors and current executive 342,555 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. Holt, Mr. Jungers, Mr. Kelleher, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr. Rainville, Mr. Smith, Mr. Wellington and all directors and executive officers as a group include 2,000, 22,508, 61,400, 28,800, 39,400, 5,000, 2,000, 77,000, 5,000, 2,000, 51,400, 2,000, 2,000, 10,000, 10,000, 2,000 and 322,508 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 Dr. George N. Hatsopoulos include 32 Shares held by his spouse. Mr. McCabe and Mr. Noble beneficially own 831 and 4,000 redemption rights, respectively, issued by the Issuer. Each of these rights permits the holder to sell one Share back to the Issuer at certain points in the future at a price of $20.25 per Share. Shares beneficially owned by Ms. Olayan do not include 10,000 Shares owned by Crescent Growth Fund, Ltd., which is indirectly controlled by Mr. Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan disclaims beneficial ownership of the Shares owned by Crescent Growth Fund, Ltd. (c) The Reporting Person has effected the following transactions with respect to the Shares in the past 60 days: Date Amount Price Per Transfer Type Share ($) 04/06/99 20,000 2.75 Open Market Purchase 04/07/99 35,000 2.75 Open Market Purchase 04/15/99 2,000 2.75 Open Market Purchase 04/16/99 50,000 2.75 Open Market Purchase 04/16/99 2,000 2.75 Open Market Purchase 04/19/99 50,000 2.75 Open Market Purchase 04/19/99 1,000 2.75 Open Market Purchase 04/20/99 1,000 2.75 Open Market Purchase 04/21/99 1,000 2.75 Open Market Purchase 04/22/99 1,000 2.75 Open Market Purchase 04/23/99 1,000 2.75 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. 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 Issuer may be merged into the Reporting Person. The completion of this transaction is subject to numerous conditions, including the establishment of a price and exchange ratio, confirmation of anticipated tax consequences, approval by the board of directors of the Issuer (including its independent directors), negotiation and execution of a definitive merger agreement, completion of review by the Securities and Exchange Commission of certain required filings regarding the proposed transaction, and receipt of a fairness opinion from an investment banking firm. Of the 33,640,706 Shares beneficially owned by the Reporting Person, (i) 473,109 Shares are issuable to the Reporting Person if it elects to convert in full its convertible subordinated debentures of the Issuer and (ii) 183,575 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 92,908 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. Gyftopoulos has the right to acquire 61,400 Shares within 60 days; Dr. G. Hatsopoulos has the right to acquire 28,800 Shares within 60 days; Mr. J. Hatsopoulos has the right to acquire 14,400 Shares within 60 days; Mr. Kelleher has the right to acquire 72,000 Shares within 60 days; and Mr. Melas-Kyriazi has the right to acquire 26,400 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 25, 1999 THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Vice President and Chief Financial Officer 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. 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 August 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. 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. 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 President and Chairman 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, 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. Ms. Olayan is a citizen of Saudi Arabia. Richard F. Syron: Director, Thermo Electron Dr. Syron has served as the Chairman and Chief Executive Officer of the American Stock Exchange since 1994. In March 1999, Dr. Syron was appointed President and Chief Executive Officer of Thermo Electron, effective June 1, 1999. 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 and Vice Chairman of the Board, Thermo Electron Theo Melas-Kyriazi: Vice President and Chief Financial Officer, Thermo Electron Mr. Melas-Kyriazi is a citizen of Greece. Arvin H. Smith: President, Thermo Electron Earl R. Lewis: Chief Operating Officer, Measurement and Detection, Thermo Electron William A. Rainville: Chief Operating Officer, Recycling and Resource Recovery, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron Brian D. Holt: Chief Operating Officer, Energy and Environment, Thermo Electron John T. Keiser: Chief Operating Officer, Biomedical and Emerging Technologies, Thermo Electron -----END PRIVACY-ENHANCED MESSAGE-----