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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Thermo Fibertek Inc.
---------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
88355W-10-5
------------------
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781) 622-1000 Waltham, MA 02254-9046
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 22, 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).
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 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
7 SOLE VOTING POWER
NUMBER OF
55,499,624
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 55,499,624
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
PAGE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,499,624
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
90.2%
14 TYPE OF REPORTING PERSON *
CO
PAGE
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 Thermo Fibertek Inc. (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 June 1997, of more than one percent.
The Reporting Person develops, manufactures and markets
environmental, analytical and process control 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 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 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 judgment, 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.
PAGE
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
$10,906,786.75 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 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 in 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 55,351,624 Shares, or approximately 90% of the
outstanding Shares, owned directly by the Reporting Person. To
the knowledge of the Reporting Person, the executive officers and
directors of the Reporting Person beneficially own an aggregate
of 1,424,765 Shares or approximately 2.3% 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 1,284,610 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
PAGE
director of the Reporting Person who owns Shares is set forth
below.
Name Number of
---- ---------
Shares(1)
---------
John M. Albertine 6,750
Peter O. Crisp 6,750
Elias P. Gyftopoulos 6,750
George N. Hatsopoulos 188,484
John N. Hatsopoulos 98,320
Frank Jungers 7,875
Paul F. Kelleher 90,500
Robert A. McCabe 6,750
Frank E. Morris 6,750
Donald E. Noble 116,250
Hutham S. Olayan 6,750
Peter G. Pantazelos 9,000
William A. Rainville 759,086
Arvin H. Smith 90,000
Roger D. Wellington 15,750
John W. Wood Jr. 9,000
All directors and current executive 1,424,765
officers as a group (17 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, Dr. Morris, Mr. Noble, Ms.
Olayan, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington,
Mr. Wood and all directors and executive officers as a group
include 6,750, 6,750, 6,750, 157,910, 57,600, 6,750, 74,250,
6,750, 6,750, 97,850, 6,750, 9,000, 735,000, 90,000, 6,750,
9,000 and 1,284,610 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 that 1,125 of
the Shares that are beneficially owned by one of the directors of
the Reporting Person, Mr. Frank Jungers, are held by Mr. Jungers
PAGE
spouse. Shares beneficially owned by Mr. Noble include 5,715
shares allocated to Mr. Noble's account pursuant to the Issuer's
deferred compensation plan for directors.
(c) The Reporting Person has effected the following
transactions with respect to the Shares during the past 60 days:
DATE AMOUNT (SHS.) PRICE PER TRANSFER TYPE
SHARE
1/15/98 45,000 $11.31 Purchase on Open
Market
1/15/98 1,000 $11.38 Purchase on Open
Market
1/15/98 2,900 $11.38 Purchase on Open
Market
1/15/98 5,000 $11.38 Purchase on Open
Market
1/16/98 3,900 $11.06 Purchase on Open
Market
1/20/98 1,100 $11.44 Purchase on Open
Market
1/20/98 5,600 $11.44 Purchase on Open
Market
1/21/98 800 $11.44 Purchase on Open
Market
1/21/98 6,000 $11.44 Purchase on Open
Market
1/21/98 2,700 $11.50 Purchase on Open
Market
1/21/98 10,000 $11.50 Purchase on Open
Market
1/22/98 1,500 $11.44 Purchase on Open
Market
1/22/98 100,000 $11.44 Purchase on Open
Market
1/22/98 3,300 $11.75 Purchase on Open
Market
1/22/98 5,000 $11.88 Purchase on Open
Market
1/23/98 3,100 $12.00 Purchase on Open
Market
1/23/98 5,000 $12.00 Purchase on Open
Market
1/27/98 12,000 $12.25 Purchase on Open
Market
PAGE
2/4/98 2,600 $12.25 Purchase on Open
Market
2/5/98 10,400 $12.44 Purchase on Open
Market
2/5/98 1,100 $12.38 Purchase on Open
Market
2/6/98 3,300 $12.44 Purchase on Open
Market
2/9/98 1,000 $12.38 Purchase on Open
Market
2/10/98 4,600 $12.38 Purchase on Open
Market
2/11/98 2,000 $12.38 Purchase on Open
Market
2/11/98 3,500 $12.31 Purchase on Open
Market
2/12/98 28,000 $12.31 Purchase on Open
Market
2/12/98 2,000 $12.31 Purchase on Open
Market
2/12/98 5,500 $12.25 Purchase on Open
Market
2/13/98 2,200 $12.50 Purchase on Open
Market
2/13/98 700 $12.44 Purchase on Open
Market
2/19/98 13,000 $12.31 Purchase on Open
Market
2/20/98 6,400 $12.25 Purchase on Open
Market
2/23/98 15,000 $12.38 Purchase on Open
Market
2/23/98 10,500 $12.25 Purchase on Open
Market
2/24/98 4,700 $12.75 Purchase on Open
Market
2/24/98 600 $12.25 Purchase on Open
Market
3/5/98 30,900 $12.25 Purchase on Open
Market
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, except that (i)
Dr. George Hatsopoulos sold 3,426 shares on January 21, 1998 to
cover payment of tax liability on a previous option exercise; and
PAGE
(ii) Mr. John Hatsopoulos sold 5,625 shares on January 21, 1998
to cover payment of tax liability on a previous option exercise.
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 55,351,614 Shares beneficially owned by the Reporting
Person, 558,104 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 162,000 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 157,910 Shares
within 60 days; Mr. John N. Hatsopoulos has the right to acquire
57,600 Shares within 60 days; Mr. Paul F. Kelleher has the right
to acquire 74,250 Shares within 60 days; Mr. Donald E. Noble has
the right to acquire 97,850 Shares within 60 days; and Mr.
William A. Rainville has the right to acquire 735,000 Shares
within 60 days.
PAGE
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: March 17, 1998 THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
-----------------------
Melissa F. Riordan
Treasurer
PAGE
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 August 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 investments 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
----------------
PAGE
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 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. 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