SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended March 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-9549
THERMO TERRATECH INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2925807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
---------------------------- -----------------------
Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to the
filing requirements for at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference into Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of May 24, 1996, was approximately $41,619,000.
As of May 24, 1996, the Registrant had 17,647,504 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Fiscal 1996 Annual Report to Shareholders for
the year ended March 30, 1996, are incorporated by reference into Parts I
and II.
Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on September 25, 1996, are incorporated
by reference into Part III.
PAGE
PART I
Item 1. Business
(a) General Development of Business.
Thermo TerraTech Inc. (the Company or the Registrant, formerly
Thermo Process Systems Inc.) is a provider of environmental services and
infrastructure planning and design services, encompassing a range of
specializations within the consulting and design, remediation and
recycling, and laboratory-testing industries. The Company also provides
metal-treating services and thermal-processing systems used to treat
primary metals and metal parts.
The Company offers engineering, consulting, and design services in
the areas of municipal and industrial water quality management; bridge
and highway construction and reconstruction; and natural resource
management. While each of its consulting and design subsidiaries
separately offers its services to public- and private-sector clients,
they are also able to combine their strengths to provide clients with
joint solutions to their engineering, consulting, and design problems.
The Company is a leading national provider of contaminated
soil-remediation services and a leading regional supplier of fluids-
remediation services. The Company also provides consulting and
environmental management services, and is a major supplier of nuclear-
remediation and safety services at radioactively contaminated sites. The
Company's majority-owned, publicly held Thermo Remediation Inc. (Thermo
Remediation) subsidiary, a national leader in the design and operation of
nonhazardous soil-remediation facilities, operates a network of such
facilities serving customers in more than a dozen states along the East
and West Coasts. In December 1995, Thermo Remediation acquired
Remediation Technologies, Inc. (ReTec), a provider of consulting,
engineering, and on-site services to help clients manage problems
associated with environmental compliance, waste management, and the
remediation of industrial sites contaminated with organic wastes and
residues. The purchase price for ReTec of $29.7 million consisted of
$18.5 million in cash, shares of Thermo Remediation common stock and
warrants valued at $3.7 million, and approximately $7.5 million
attributable to the conversion of outstanding ReTec stock options into
Thermo Remediation stock options of equivalent intrinsic value at the
date of the acquisition. Thermo Remediation's Thermo Nutech division also
provides services to remove radioactive contaminants from sand, gravel,
and soil, as well as health physics services, radiochemistry laboratory,
and dosimetry services. Thermo Remediation's Thermo Fluids subsidiary
collects, tests, processes, and recycles used motor oil and other
industrial oils. As of March 30, 1996, the Company owned 65.9% of Thermo
Remediation's common stock and holds a $2,650,000 principal amount 3 7/8%
subordinated convertible note due 2000 issued by Thermo Remediation,
convertible into shares of Thermo Remediation common stock at a
conversion price of $9.83 per share.
The Company's majority-owned Thermo EuroTech N.V. (formerly
Beheersmaatschappij J. Amerika N.V.) subsidiary is a provider of
fluids-recycling and other environmental services in the Netherlands. As
of March 30, 1996, the Company owned 62% of the outstanding common stock
of Thermo EuroTech.
2PAGE
The Company's Thermo Analytical subsidiary operates a network of
analytical laboratories that provide comprehensive laboratory-based
environmental testing, analysis, and related services to detect and
measure organic contaminants in samples of soil, water, air, industrial
wastes, mixed wastes, and biological materials. In May 1995, the Company
acquired substantially all of the assets of Lancaster Laboratories, Inc.
and its affiliate Clewmark Holdings (collectively Lancaster Laboratories)
for $25.3 million in cash, which included the repayment of $5.3 million
of debt. Lancaster Laboratories, based in Lancaster, Pennsylvania, is a
provider of high-quality analytical services to the environmental, food,
and pharmaceutical industries.
The Company performs metallurgical processing services using
thermal-treatment equipment at locations in California and Minnesota. The
Company also designs, manufactures, and installs computer-controlled,
custom-engineered, thermal-processing systems used to treat primary metal
and metal parts.
Effective April 2, 1995, the Company and Thermo Instrument Systems
Inc. (Thermo Instrument) agreed to dissolve their environmental services
joint venture (the joint venture). The Company purchased the businesses
formerly operated by the joint venture from Thermo Instrument for $34.3
million in cash. To finance this transaction, the Company issued to
Thermo Electron Corporation (Thermo Electron) a $35.0 million promissory
note that bears interest at the 90-day Commercial Paper Composite Rate
plus 25 basis points, set at the beginning of each quarter, and is due
May 13, 1997. In June 1995, the Company transferred three businesses
formerly operated by the joint venture, collectively known as Thermo
Nutech, to Thermo Remediation in exchange for 1,583,360 shares of Thermo
Remediation common stock.
The Company was incorporated on May 30, 1986, as an indirect, wholly
owned subsidiary of Thermo Electron. Prior to its incorporation, the
Company's operations were conducted by two wholly owned subsidiaries of
Thermo Electron. As of March 30, 1996, Thermo Electron owned 14,501,958
shares of the common stock of the Company, representing 83% of such stock
then outstanding. Thermo Electron is a world leader in environmental
monitoring and analysis instruments and a manufacturer of biomedical
products including heart-assist systems and mammography systems;
papermaking and recycling equipment; alternative-energy systems;
industrial process equipment; and other specialized products. Thermo
Electron also conducts advanced technology research and development.
Thermo Electron has announced that it may repurchase shares of the
Company's common stock from time to time in the open market or in
negotiated transactions. During fiscal 19961, Thermo Electron purchased
576,700 shares of the Company's common stock in the open market for a
total price of $7,419,000.
1 References to fiscal 1996, 1995, and 1994 herein are for the fiscal
years ended March 30, 1996, April 1, 1995, and April 2, 1994,
respectively.
3PAGE
(b) Financial Information About Industry Segments.
The Company conducts business in one segment, environmental
services. Within this segment, the principal products and services are:
consulting and design, remediation and recycling services and
laboratory-based testing. The Company also provides specialized
metal-treating services including the design, manufacture, and
installation of advanced custom-engineered thermal-processing systems.
(c) Description of Business.
(i) Principal Services and Products
Consulting and Design Services
The Company provides a wide range of environmental consulting
services to private- and public-sector clients. These services include
the design and inspection of water supply and wastewater treatment
facilities; investigations of different methods to clean up hazardous
waste sites; assistance in obtaining government permits;
transportation-related and similar types of infrastructure engineering,
survey, and land-use planning; and support services which include
mechanical, electrical, and structural engineering. In addition, the
Company provides natural resource management services including
environmental impact studies.
The Company is a leading provider of comprehensive environmental
consulting and professional engineering services in selected areas of the
United States. Through the February 1995 acquisition of Elson T. Killam
Associates (Killam Associates), the Company is a leader in the design,
planning, and construction supervision of municipal and privately owned
water treatment plants, waste treatment plants, and hazardous wastewater
facilities. The Company specializes in full-service contract operations
to plant owners in the public and private sectors. These services
facilitate regulatory compliance; optimize day-to-day plant operations;
reduce costs; provide competent, experienced personnel; and promote good
community relations.
The Company provides a broad range of bridge and highway engineering
services through its Bettigole Andrews & Clark subsidiary.
The Company's Normandeau Associates subsidiary's environmental
impact assessments and mitigation/restoration studies help determine
water quality, promote the safety of wildlife, and assist clients in
meeting environmental permitting and licensing requirements. Normandeau
Associates is a leading provider of aquatic biology expertise and
ecological risk assessment to electric utility plants throughout the
country.
The market for the Company's environmental analysis and field
services consists primarily of customers who need to comply with federal,
state, and local regulations that relate to environmental protection, the
management and treatment of hazardous wastes, and the need to upgrade and
expand infrastructure in response to economic development. These
customers typically rely on independent laboratories and environmental
science and engineering consultants, such as the Company's, for ongoing
analysis and monitoring of such wastes and direction for compliance with
various environmental regulations.
4PAGE
A substantial portion of the Company's consulting and design
services sales are made to existing customers on a repeat basis.
Consulting and design services are often performed as multi-year studies.
In addition to federal, state, and local governments, customers include
public utilities, consulting and construction engineers, waste management
companies, oil refineries, mining companies, chemical manufacturers,
architectural and engineering firms, and a variety of service companies
involved with real estate transactions.
During fiscal 1996, 1995, and 1994, the Company derived revenues of
$74.0 million, $40.3 million, and $29.7 million, respectively, from
consulting and design services.
Remediation and Recycling Services
The Company is a leading national provider of contaminated
soil-remediation services and a leading regional supplier of
fluids-remediation services. The Company also provides consulting and
environmental management services, and is a major supplier of nuclear
remediation and safety services at radioactively contaminated sites.
The Company's Thermo Remediation subsidiary, a national leader in
the design and operation of nonhazardous soil-remediation facilities,
operates a network of such facilities serving customers in more than a
dozen states along the East and West coasts. Headquartered in Florida,
Thermo Remediation operates fully permitted, environmentally secure
soil-remediation centers in California, Florida, Maryland, New York,
Oregon, South Carolina, Virginia, and Washington. Thermo Remediation
thermally treats soil to remove and destroy hydrocarbon contamination
caused by leaking underground storage tanks, aboveground storage tanks,
spills accumulated at manufactured-gas plants and refineries, and other
sources. The Company's strategy is to compete by providing its customers
with protection from environmental liabilities under federal, state, and
local law and superior service at competitive prices. Customers,
particularly large national accounts, choose Thermo Remediation's
services rather than those of other remediation companies and landfills
because of Thermo Remediation's stringent pre-screening and documentation
procedures, state-of-the-art facilities, thorough processing technology,
post-treatment certification, and affiliation with Thermo Electron.
Accordingly, the majority of Thermo Remediation's revenues are derived
from larger liability-conscious companies, including the major oil
companies and their affiliated service stations, public utilities, large
industrial companies, and car rental companies, as well as the federal
government, the military, and certain municipal governments and agencies.
The Company and Thermo Electron entered into a development agreement
under which Thermo Electron funded $4.0 million of the direct and
indirect costs of the Company's development of soil-remediation centers.
In exchange for this funding, the Company granted Thermo Electron a
royalty equal to approximately 3% of net revenues from soil-remediation
services performed at the centers developed under the agreement. The
Company recorded contract revenues of $776,000 under the agreement for
development costs expended in fiscal 1994. As of October 2, 1993, funding
under the agreement was complete. The Company paid royalties of $332,000,
$432,000, and $351,000 in fiscal 1996, 1995, and, 1994, respectively, to
Thermo Electron.
5PAGE
In December 1995, Thermo Remediation acquired ReTec, a provider of
consulting, engineering, and on-site services to help clients manage
problems associated with environmental compliance, waste management, and
the remediation of industrial sites contaminated with organic wastes and
residues. ReTec provides particular expertise in managing wastes from
manufactured-gas plants, refineries, and railroad properties. As a leader
in the application of bioremediation technologies, with 17 offices
located in 16 states, ReTec was the first firm to successfully employ
bioremediation as the principal technology to clean up a Superfund site.
In addition, ReTec offers a broad array of remedial solutions, all of
which are applied from a risk management perspective. ReTec concentrates
on providing its clients with low-cost and innovative solutions to
complex problems. For example, ReTec has led successful brownfield
redevelopment projects that have helped transform contaminated properties
into productive assets.
Thermo Remediation's Thermo Nutech division also provides services
to remove radioactive contaminants from sand, gravel, and soil, as well
as health physics services, radiochemistry laboratory, and dosimetry
services. Over the past 30 years, Thermo Nutech's health physics group
has conducted hundreds of radiological surveys of soil contaminated with
low levels of radioactivity. To reduce the high cost of cleanup and
disposal, Thermo Nutech is developing a range of automated, technology-
based services for radioactive soil remediation, some of which are based
on proprietary technologies. For example, the Company's segmented-gate
system automatically assays and separates radioactively contaminated soil
from uncontaminated soil. This technology has been used to remediate more
than 100,000 tons of plutonium-contaminiated soil on Johnston Atoll under
an ongoing contract with the Nuclear Defense Agency, as well as to
process soils at the DOE's Savannah River site. Thermo Nutech also
provides health physics and industrial hygiene services in support of
environmental investigation and remediation projects, including site
surveys for radioactive materials and on-site sampling and analysis in
support of radiological decontamination programs, and operates
radiochemistry laboratories that provide a range of analytical laboratory
services to the nuclear utility and environmental industries. The
Company's Thermo Nutech division has been negatively affected by reduced
federal spending on remediation of nuclear sites.
The Company, through its Thermo Fluids subsidiary, collects, tests,
processes, and recycles used motor oil and other industrial oils. In
addition, the Company collects and recycles oily water and oil filters.
Thermo Fluids has collection facilities located in Phoenix and Tucson,
Arizona, and Las Vegas, Nevada. From these sites, Thermo Fluids operates
a fleet of oil and water collection trucks to pick up waste oils and oily
water.
The Company's majority-owned Thermo EuroTech subsidiary, located in
the Netherlands, provides wastewater treatment services as well as
services to test, remove, and install underground storage tanks. In March
1995, Thermo EuroTech acquired Refining and Trading B.V. Conducting
business under the name "North Refinery," the Company specializes in
processing "off-spec" mixtures of oil that contain water, ash, and
sediment into commercially tradable end products used in blending.
Although a large percentage of North Refinery's oil feedstock has
historically come from the former Soviet Union, the volume of oil
received from that nation has dropped significantly as a result of
political and economic changes that make transportation of waste oil
6PAGE
difficult. To overcome this loss of supply, North Refinery has taken
steps to diversify its feedstock suppliers. However, no assurance can be
given that it will not experience future disruptions in deliveries. The
recent grant of a chemical-waste permit for the processing of a special
classification of oil-contaminated liquids has also allowed North
Refinery to begin processing chemical-waste streams. The end products of
this process are commercial grade oils that can be blended to make diesel
fuels and marine fuels or be used as a feed material. The Company's
strategy is to use Thermo EuroTech as a platform from which to eventually
provide a broad range of environmental remediation services throughout
Western Europe.
During fiscal 1996, 1995, and 1994, the Company derived revenues, of
$77.0 million, $58.2 million, and $48.7 million, respectively, from its
remediation and recycling services.
Laboratory-testing Services
Through a network of facilities in the United States, the Company
provides comprehensive laboratory-based services for the environmental,
pharmaceutical, and food industries. These laboratories also provide
analysis and related services to detect and measure hazardous wastes and
radioactive materials. Each of the laboratories in the Company's network
has developed specializations, and samples obtained by one laboratory can
be shipped to the specialists in the network for analysis, enabling the
network to provide a full complement of analytical and testing services.
Analytical laboratory services consist of a comprehensive range of
analytical tests to detect and measure organic contaminants, inorganic
contaminants, and radioactive materials in samples of soil, water, air,
industrial wastes, and biological materials. The Company has established
detailed procedures and strict operating standards to ensure consistent
performance and to allow it to participate in the Environmental
Protection Agency's (EPA's) Contract Laboratory Program (CLP). The EPA,
through the CLP, solicits bids on a competitive basis from commercial
laboratories to perform testing and analysis. The Company's environmental
laboratory business has been negatively affected by reduced federal
spending on environmental testing.
Through the May 1995 acquisition of Lancaster Laboratories, the
Company is a high-quality provider of analytical services to the
environmental, food, and pharmaceutical industries. The Company believes
that Lancaster Laboratories is the largest single-site commercial
analytical laboratory in the country. Due to its size and national
reputation for quality, Lancaster Laboratories has benefited from the
growing trend of pharmaceutical and food manufactures to outsource their
analytical laboratory functions to single-source providers.
During fiscal 1996, 1995, and 1994, the Company derived revenues of
$34.6 million, $8.6 million, and $6.0 million, respectively, from its
laboratory-testing services.
7PAGE
Metal-treating Services and Process Systems
The Company performs metallurgical processing services using
thermal-treatment equipment at locations in California and Minnesota.
Through its equipment division located in Michigan, the Company also
designs, manufactures, and installs computer-controlled, custom-
engineered, thermal-processing systems used to treat primary metals and
metal parts.
During fiscal 1996, 1995, and 1994, the Company derived revenues of
$31.8 million, $26.7 million, and $25.7 million, respectively, from its
metal-treating services.
(ii) New Products
The Company has made no commitments to new products that would
require the investment of a material amount of the Company's assets.
(iii) Raw Materials
A large percentage of North Refinery's oil feedstock has
historically come from the former Soviet Union. The volume of oil
received from that nation has dropped significantly as a result of
political and economic changes that make transportation of waste oil
difficult. To overcome this loss of supply, North Refinery has taken
steps to diversify its feedstock suppliers. However, no assurance can be
given that it will not experience future disruptions in deliveries.
The principal materials used by the Company in its manufacturing
operations are fabricated steel, alloy castings, and ceramic and
insulating refractory materials. To date, the Company has not experienced
any difficulty in obtaining any of the materials or components used in
its operations and does not foresee any such difficulty in the future.
The Company has multiple sources for all of its significant raw material
needs.
(iv) Patents, Licenses, and Trademarks
The Company currently owns or has rights under licenses to a number
of U.S. patents. Although the Company believes that patent protection
provides it with competitive advantages with respect to certain portions
of its business and will continue to seek patent protection when
appropriate, the Company also believes that its business depends
primarily upon trade secrets and the technical and marketing expertise of
its personnel.
(v) Seasonal Influences
While the Company conducts significant operations year-round, the
majority of its businesses experience seasonal fluctuations due to
adverse weather during winter months. Such seasonal influences may have a
material effect on the Company's revenues. The Company experienced
significant adverse weather during the fourth quarter of fiscal 1996.
8PAGE
(vi) Working Capital Requirements
In general, there are no special inventory requirements or credit
terms extended to customers that would have a material adverse effect on
the Company's working capital.
(vii) Dependency on a Single Customer
The Company derived 10%, 6%, and 16% of its total revenues in fiscal
1996, 1995, and 1994, respectively, from contracts or subcontracts with
the federal government.
(viii) Backlog
The Company's backlog of firm orders was $95,419,000 and $70,589,000
as of March 30, 1996 and April 1, 1995, respectively. These amounts
include the backlog of the Company's ReTec subsidiary and backlog from
consulting and design services, laboratory testing services, and process-
systems products. Soil-recycling and metallurgical services are provided
on a current basis pursuant to purchase orders. Accordingly, there is no
backlog for these services. The process-systems backlog includes the
incomplete portion of equipment contracts that are accounted for using
the percentage-of-completion method. Of the fiscal 1996 backlog amount,
substantially all orders are expected to be filled within the current
fiscal year.
(ix) Government Contracts
Approximately 10%, 6%, and 16% of the Company's revenues in fiscal
1996, 1995, and 1994, respectively, were derived from contracts or
subcontracts with the federal government that are subject to
renegotiation of profits or termination. The Company does not have any
knowledge of threatened or pending renegotiation or termination of any
material contract or subcontract.
(x) Competition
Consulting and Design Services
The Company's consulting and design businesses are engaged in highly
competitive markets in all of its service areas. These markets tend to be
regional. In its geographic service area, competition consists of small
one- to three-person firms offering a limited scope of services, as well
as much larger firms that may be regional, national, or international in
the scope of services they offer. The principal competitive factors for
the Company are: reputation; experience; breadth and quality of services
offered; and technical, managerial, and business proficiency.
Remediation and Recycling Services
The Company's competition for soil-remediation services is primarily
from other fixed-site thermal treatment facilities and from landfills.
The Company is aware of two other companies that operate fixed-site,
thermal-treatment facilities for soil remediation in multiple states.
However, several large waste management companies are analyzing this
market and may compete with the Company in the future. The market for
petroleum-contaminated, soil-processing services is highly fragmented and
limited to geographic area within several hundred miles of a site. The
9PAGE
Company also competes with operators of mobile thermal-treatment
facilities, bioremediation and vapor-extraction technologies and, in
certain states, with asphalt plants and brick kilns that use the
contaminated soil in their production processes. The Company competes
primarily based on its ability to offer its customers superior protection
from environmental liabilities. Many of the Company's largest customers,
such as the major oil companies, are extremely sensitive to environmental
liability and therefore conduct thorough environmental audits of
soil-treatment facilities before qualifying them as approved facilities.
These approvals constitute an important barrier to entry into this
segment of the soil-remediation market. Although the Company typically
prices its services at a premium over landfills and other treatment
technologies, competitive conditions limit the prices charged by the
Company in each local market. Pricing is therefore a major competitive
factor for the Company.
Each of ReTec's offices is engaged in highly competitive, regional
markets. ReTec's competition consists of numerous small firms offering
limited services, as well as much larger firms that offer an array of
services. The principal competitive factors for ReTec are: reputation;
experience; breadth and quality of services offered; and technical,
managerial and business proficiency.
Thermo Nutech faces competition from many large national
competitors, and competes primarily on the basis of its proprietary
technology and price.
Thermo Fluids operates the largest fleet of collection vehicles in
Arizona and Nevada. Thermo Fluids competes with numerous smaller and
several larger national companies in its current markets.
Thermo EuroTech faces competition for oil from other oil processors
and blenders and from a company with a similar distillation technology in
Italy. The market for blending oils is very large and oils such as Thermo
EuroTech's end products represent a very small percentage of the total
market.
Laboratory-testing Services
Hundreds of independent analytical testing laboratories and
consulting firms compete for environmental services business nationwide.
Many of these firms use equipment and processes similar to those of the
Company. Competition is based not only on price, but also on reputation
for accuracy, quality, and the ability to respond rapidly to customer
requirements. In addition, many industrial companies have their own
in-house analytical testing capabilities. The Company believes that its
competitive strength lies in the quality and expertise of its services.
Metal-treating Services and Process Systems
The market for metal-treating services is typically regional and
very competitive. Both regions in which the Company has facilities
contain numerous competitors. In addition, in-house heat-treating
facilities provide a major source of competition. The Company competes in
this segment on the basis of services provided, turnaround time, and
price.
10PAGE
The market for thermal-processing systems is subject to intense
competition worldwide. The Company is aware of at least eight companies
that market a number of products comparable to the Company's, but
competition for particular projects is typically limited to fewer
companies. The Company competes on the basis of several factors,
including technical performance, product quality and reliability, timely
delivery, and often price. Certain products sold by the Company's
competitors are less expensive than comparable products sold by the
Company.
(xi) Environmental Protection Regulations
The Company believes that compliance by the Company with federal,
state, and local environmental protection regulations will not have a
material adverse effect on its capital expenditures, earnings, or
competitive position.
(xii) Number of Employees
At March 30, 1996, the Company employed 2,367 persons.
(d) Financial Information About Exports by Domestic Operations and About
Foreign Operations.
The Company's exports by domestic operations and foreign operations
are currently insignificant.
(e) Executive Officers of the Registrant.
Present Title
Name Age (Year First Became Executive Officer)
---------------------- --- --------------------------------------------
Dr. John P. Appleton 61 President and Chief Executive Officer (1993)
John N. Hatsopoulos 61 Vice President and Chief Financial Officer
(1988)
Jeffrey L. Powell 37 Vice President (1994)
Bruce J. Taunt 45 Vice President, Finance and Administration
(1994)
Paul F. Kelleher 53 Chief Accounting Officer (1986)
Emil C. Herkert 58 Vice President (May 1996)
Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until earlier
resignation, death, or removal. All executive officers except Dr.
Appleton, Mr. Powell, Mr. Taunt, and Mr. Herkert have held comparable
positions for at least five years, either with the Company or with its
parent company, Thermo Electron. Dr. Appleton has served as a Vice
President of Thermo Electron since 1975 in various managerial capacities.
Mr. Powell has been President of Thermo Remediation since January 1991.
From March 1989 until January 1991, Mr. Powell was Vice President, Sales
and Marketing, of Thermo Remediation. He has also served as Chief
Operating Officer since December 1993. Mr. Taunt has been Vice President
of Finance and Administration at the Company since 1992. Prior to joining
the Company, Mr. Taunt was Vice President and Controller of the Cross
11PAGE
Company (an international manufacturer of specialized machine tools), a
subsidiary of Cross and Trecker. Mr. Herkert has served as President of
the Company's Killam Associates subsidiary since 1977. Messrs.
Hatsopoulos and Kelleher are full-time employees of Thermo Electron, but
devote such time to the affairs of the Company as the Company's needs
reasonably require.
Item 2. Properties
The location and general character of the Company's principal
properties as of March 30, 1996, are as follows:
The Company owns approximately 324,000 square feet of office,
engineering, laboratory, production, and manufacturing space, principally
in Massachusetts, Minnesota, New Jersey, New Mexico, California, and
Pennsylvania, and leases approximately 805,000 square feet of office,
engineering, laboratory, production, and manufacturing space, pursuant to
leases expiring in fiscal 1997 through 2008, principally in California,
Michigan, Massachusetts, Connecticut, South Carolina, Florida, Texas,
Montana, North Carolina, Colorado, Louisiana, Washington, Minnesota,
Indiana, Kansas, Ohio, Tennessee, New Jersey, New Mexico, New York,
Pennsylvania, New Hampshire, Maine, and Vermont.
The Company also owns approximately 96 acres primarily in
California, Florida, Oregon, South Carolina, and Maryland, from which it
provides soil-remediation services. The Company occupies approximately 22
acres principally in South Carolina, Virginia, Washington, California,
and New York, pursuant to leases expiring in fiscal 1998 through 2005,
from which it provides soil-remediation services.
The Company occupies approximately eight acres on two sites in
Arizona and one site in Nevada, pursuant to leases expiring in fiscal
1997 and 1998, consisting of office space, fluids-recycling and
maintenance facilities, and sites from fluids storage tanks.
The Company occupies approximately 15 acres in Delfzijl, Holland,
pursuant to leases expiring in 1998 through 2059, consisting of office
space, distillation facilities, and oil storage tanks.
The Company believes that these facilities are in good condition and
are adequate for its present operations and that other suitable space is
readily available if any of such leases are not extended.
12PAGE
Item 3. Legal Proceedings
In February 1996, the Company settled its previously disclosed
litigation with Recycling Sciences International, Inc. on terms that were
not material to the Company's results of operations or financial
condition.
The Company has been notified that the EPA has determined that a
release or a substantial threat of a release of a hazardous substance, as
defined in the Comprehensive Environmental Response Compensation and
Liability Act of 1980 (CERCLA) occurred at several sites to which
chemical or other wastes generated by the manufacturing operations of the
Company were sent. These notifications allege that the Company may be a
potentially responsible party with respect to the remedial actions needed
to control or clean up any such releases. Under CERCLA, responsible
parties can include current and previous owners of the site, generators
of hazardous substances disposed of at the site, and transporters of
hazardous substances to the site. Each responsible party can be jointly
and severally liable, without regard to fault or negligence, for all
costs associated with the remediation of the site. In each instance the
Company believes that it is only one of several companies which received
such notification and who may likewise be held liable for any such
remedial costs.
The Company evaluates its potential liability as a responsible party
for this environmental matter on an ongoing basis based upon factors such
as the estimated remediation costs, the nature and duration of the
Company's involvement with the site, the financial strength of other
potentially responsible parties, and the availability of indemnification
from previous owners of acquired businesses. Estimated liabilities are
accrued in accordance with Statement of Financial Accounting Standards
No. 5, "Accounting for Contingencies." To date, the Company has not
incurred any significant liability with respect to this site and the
Company anticipates that future liabilities related to any site with
which the Company is currently involved will not have a materially
adverse effect on the Company's business, results of operations, or
financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
13PAGE
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters
Information concerning the market and market price for the
Registrant's Common Stock, $.10 par value, and dividend policy is
included under the sections labeled "Common Stock Market Information" and
"Dividend Policy" in the Registrant's Fiscal 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 6. Selected Financial Data
The information required under this item is included under the
sections "Selected Financial Information" and "Dividend Policy" in the
Registrant's Fiscal 1996 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Registrant's Fiscal 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of March 30,
1996, are included in the Registrant's Fiscal 1996 Annual Report to
Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not applicable.
14PAGE
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning Directors required under this item is
incorporated herein by reference from the material contained under the
caption "Election of Directors" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of
the fiscal year. The information concerning delinquent filers pursuant to
Item 405 of Regulation S-K is incorporated herein by reference from the
material contained under the heading "Disclosure of Certain Late Filings"
under the caption "Stock Ownership" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of
the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive
Compensation" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership"
in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship
with Affiliates" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the close of the fiscal year.
15PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules.
(1) The consolidated financial statements set forth in the list
below are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in
the list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference
are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
Item 14.
Information incorporated by reference from Exhibit 13 filed
herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Certain Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or the notes thereto.
(b) Reports on Form 8-K.
None.
(c) Exhibits.
See Exhibit Index on the page immediately preceding exhibits.
16PAGE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed by the undersigned, thereunto duly authorized.
Date: May 31, 1996 THERMO TERRATECH INC.
By: John P. Appleton
--------------------
John P. Appleton
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated, as of May 31, 1996.
Signature Title
--------- -----
By: John P. Appleton President, Chief Executive Officer,
---------------------- and Director
John P. Appleton
By: John N. Hatsopoulos Vice President, Chief Financial Officer,
---------------------- and Director
John N. Hatsopoulos
By: Paul F. Kelleher Chief Accounting Officer
----------------------
Paul F. Kelleher
By: William A. Rainville Chairman of the Board and Director
----------------------
William A. Rainville
By: Donald E. Noble Director
----------------------
Donald E. Noble
By: Paul E. Tsongas Director
----------------------
Paul E. Tsongas
By: Polyvios C. Vintiadis Director
----------------------
Polyvios C. Vintiadis
17PAGE
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo TerraTech Inc.:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo
TerraTech Inc.'s Annual Report to Shareholders incorporated by reference
in this Form 10-K, and have issued our report thereon dated May 7, 1996
(except with respect to the matters discussed in Note 16 as to which the
date is May 8, 1996). Our audits were made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in Item
14 on page 16 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and,
in our opinion, fairly states in all material respects the consolidated
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
May 7, 1996
18PAGE
SCHEDULE II
THERMO TERRATECH INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance Charged
Allowance at to Costs Accounts Balance
for Doubtful Beginning and Accounts Written- at End
Accounts of Year Expenses Recovered off Other(a) of Year
-------------- --------- -------- --------- --------- --------- -------
Year Ended:
March 30, 1996 $ 3,560 $ 73 $ 84 $(1,628) $ 748 $ 2,837
April 1, 1995 $ 3,260 $ 162 $ (579) $ 88 $ 629 $ 3,560
April 2, 1994 $ 3,073 $ 424 $ (381) $ 79 $ 65 $ 3,260
(a) Includes allowances of businesses acquired during the year as
described in Note 3 to Consolidated Financial Statements in the
Registrant's fiscal 1996 Annual Report to Shareholders and the effect
of foreign currency translation.
19PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
3.1 Restated Certificate of Incorporation, as amended (filed as
Exhibit 99 to the Registrant's Registration Statement on
Form S-2 [Registration No. 333-02269] and incorporated
herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 2, 1988 [File No. 1-9549] and incorporated
herein by reference).
4.1 Fiscal Agency Agreement dated August 4, 1989, among the
Registrant, Thermo Electron Corporation, and Chemical Bank,
as fiscal agent (filed as Exhibit B to the Registrant's
Current Report on Form 8-K relating to the events occurring
on August 4, 1989 [File No. 1-9549] and incorporated herein
by reference).
4.2 Fiscal Agency Agreement dated as of May 2, 1996, among the
Registrant, Thermo Electron Corporation, and Chemical Bank,
as Fiscal Agent.
The Registrant hereby agrees, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K, to furnish to the
Commission upon request, a copy of each other instrument
with respect to other long-term debt of the Company or its
subsidiaries.
10.1 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 3, 1993 [File No. 1-9549] and incorporated
herein by reference).
10.2 Amended and Restated Corporate Services Agreement dated
January 3, 1993, between Thermo Electron Corporation and
the Registrant (filed as Exhibit 10(b) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended April
3, 1993 [File No. 1-9549] and incorporated herein by
reference).
10.3 Agreement of Lease dated December 31, 1985, between
Claridge Properties Ltd. and Thermo Electron Corporation
(filed as Exhibit 10(c) to the Registrant's Registration
Statement on Form S-1 [Reg. No. 33-6763] and incorporated
herein by reference).
10.4 Assignment of Lease dated December 31, 1985, between Thermo
Electron Corporation and TMO, Inc. (filed as Exhibit 10(d)
to the Registrant's Registration Statement on Form S-1
[Reg. No. 33-6763] and incorporated herein by reference).
10.5 Sublease dated March 30, 1986, between TMO, Inc. and
Holcroft/Loftus, Inc. (filed as Exhibit 10(e) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-6763] and incorporated herein by reference).
20PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
10.6 Lease Amending Agreement dated January 1, 1995, between
Claridge Properties Ltd., Thermo Electron Corporation and
TMO, Inc. (filed as Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K [File No. 1-9549] and incorporated by
reference).
10.7 Exclusive License and Marketing Agreement dated March 22,
1990, among TPS Technologies Inc., Holcroft Inc., and
Thermo Soil Recyclers Inc. (filed as Exhibit 10(q) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 30, 1990 [File No. 1-9549] and incorporated
herein by reference).
10.8 Form of Indemnification Agreement with Directors and
Officers (filed as Exhibit 10(k) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 30,
1991 [File No. 1-9549] and incorporated herein by
reference).
10.9 Development Agreement dated September 15, 1991, between
Thermo Electron Corporation and the Registrant (filed as
Exhibit 10(l) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended September 28, 1991 [File
No. 1-9549] and incorporated herein by reference).
10.10 Amended and Restated Development Agreement dated January 2,
1992, between Thermo Electron Corporation and the
Registrant (filed as Exhibit 10(m) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March
28, 1992 [File No. 1-9549] and incorporated herein by
reference).
10.11 Asset Transfer Agreement dated as of October 1, 1993 among
the Registrant, TPS Technologies Inc. and Thermo
Remediation Inc. (filed as Exhibit 2.3 to Thermo
Remediation's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
10.12 Exclusive License Agreement dated as of October 1, 1993
among the Registrant, TPS Technologies Inc. and Thermo
Remediation Inc. (filed as Exhibit 2.4 to Thermo
Remediation's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
10.13 Non-Competition and Non-Disclosure Agreement dated as of
October 1, 1993 among the Registrant, TPS Technologies Inc.
and Thermo Remediation Inc. (filed as Exhibit 2.5 to Thermo
Remediation's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
10.14 Tax Allocation Agreement dated as of June 1, 1992 between
the Registrant and Thermo Remediation Inc. (filed as
Exhibit 10.3 to Thermo Remediation's Registration Statement
on Form S-1 [Reg. No. 33-70544] and incorporated herein by
reference).
21PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
10.15 Agreement of Partnership dated May 16, 1994 among Terra
Tech Labs Inc. (a wholly owned subsidiary of the
Registrant) and Eberline Analytical Corporation, Skinner &
Sherman, Inc., TMA/NORCAL Inc., Normandeau Associates Inc.,
Bettigole Andrews & Clark Inc., Fellows, Read & Associates
Inc. and Thermo Consulting Engineers Inc. (each a wholly
owned subsidiary of Thermo Instrument Systems Inc.) (filed
as Exhibit 1 to the Registrant's Current Report on Form 8-K
relating to the events occurring on May 16, 1994 [File No.
1-9549] and incorporated herein by reference).
10.16 Promissory Note dated May 16, 1994 issued by the Registrant
to Thermo Electron Corporation (filed as Exhibit 2 to the
Registrant's Current Report on Form 8-K relating to the
events occurring on May 16, 1994 [File No. 1-9549] and
incorporated herein by reference).
10.17 Agreement of Dissolution of Partnership dated May 9, 1995
among Thermo Terra Tech (the Partnership), Terra Tech Labs,
Inc. (a wholly owned subsidiary of the Registrant) and
Eberline Analytical Corporation, Skinner & Sherman, Inc.,
TMA/NORCAL Inc., Normandeau Associates Inc., Bettigole
Andrews & Clark Inc., Fellows, Read & Associates Inc. and
Thermo Consulting Engineers Inc. (each a wholly owned
subsidiary of Thermo Instrument Systems Inc.) (filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K
relating to the events occurring on May 9, 1995 [File No.
1-9549] and incorporated herein by reference).
10.18 Stock Purchase Agreement dated May 9, 1995 between the
Registrant and Thermo Instrument Systems Inc. (filed as
Exhibit 2.2 to the Registrant's Current Report on Form 8-K
relating to the events occurring on May 9, 1995 [File No.
1-9549] and incorporated herein by reference).
10.19 Note dated May 17, 1995 from the Registrant to Thermo
Electron Corporation (filed as Exhibit 2.3 to the
Registrant's Current Report on Form 8-K relating to the
events occurring on May 9, 1995 [File No. 1-9549] and
incorporated herein by reference).
10.20 Stock Purchase and Note Issuance Agreement dated as of
November 22, 1993, between the Registrant and Thermo
Remediation Inc. (filed as Exhibit 10.11 to Thermo
Remediation's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
10.21 $2,650,000 principal amount Subordinated Convertible Note
dated as of November 22, 1993, made by Thermo Remediation
Inc., issued to the Registrant (filed as Exhibit 10.12 to
Thermo Remediation's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by reference).
22PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
10.22 Asset Purchase Agreement dated as of November 19, 1993 by
and among All Western Oil, Inc. and certain affiliates
thereof and Thermo Fluids Inc. (filed as Exhibit 10.13 to
Thermo Remediation's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by reference).
10.23 First Addendum to Asset Purchase Agreement dated as of
August 7, 1994 among All Western Oil, Inc. et al. and
Thermo Fluids Inc. (filed as Exhibit 10.1 to Thermo
Remediation's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 1, 1994 [File No. 1-12636] and
incorporated herein by reference).
10.24 Promissory Note in the principal amount of $700,000, dated
August 7, 1994 (filed as Exhibit 10.2 to Thermo
Remediation's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 1, 1994 [File No. 1-12636] and
incorporated herein by reference).
10.25 Security Agreement dated as of August 7, 1994 among All
Western Oil, Inc. et al. and Thermo Fluids Inc. (filed as
Exhibit 10.3 to Thermo Remediation's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 1, 1994
[File No. 1-12636] and incorporated herein by reference).
10.26 Stock Purchase and Sale Agreement made and entered into on
February 6, 1995, to be effective as of January 29, 1995,
by and between Nord Est S.A., the Registrant, and Emil C.
Herkert, Kenneth L. Zippler, Franklin O. Williamson, Jr.,
Fletcher N. Platt, Jr., Eugene J. Destefano, Meint Olthof
and Stanley P. Kaltnecker, Jr. (filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K relating to the
events occurring on February 6, 1995 [File No. 1-9549] and
incorporated herein by reference).
10.27 Agreement and Plan of Merger dated as of June 28, 1995, by
and among the Registrant, Eberline Acquisition Inc., Thermo
Remediation Inc. and Eberline Holdings Inc. (filed as
Appendix B to Thermo Remediation's Proxy Statement for the
Annual Meeting held on December 13, 1995 [File No. 1-12636]
and incorporated herein by reference).
10.28 $28,000,000 Secured Promissory Note dated as of January 29,
1995 issued by the Registrant to Nord Est S.A. (filed as
Exhibit 2 to the Registrant's Current Report on Form 8-K
relating to the events occurring on February 6, 1995 [File
No. 1-9549] and incorporated herein by reference).
10.29 $38,000,000 Promissory Note dated as of February 21, 1995
issued by the Registrant to Thermo Electron Corporation
(filed as Exhibit 3 to the Registrant's Current Report on
Form 8-K relating to the events occurring on February 6,
1995 [File No. 1-9549] and incorporated herein by
reference).
23PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
10.30 Asset Purchase Agreement by and among Thermo Analytical
Inc. (as Buyer); Lancaster Laboratories, Inc. and Clewmark
Holdings (as Sellers); and Earl H. Hess, Anita F. Hess,
Kenneth E. Hess, J. Wilson Hershey and Carol D. Hess (as
the principal owners of Sellers) (filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K relating to the
events occurring on May 10, 1995 [File No. 1-9549] and
incorporated herein by reference).
10.31 Agreement and Plan of Merger dated as of the first day of
December, 1995, by and among Thermo Remediation Inc., TRI
Acquisition Inc. and Remediation Technologies, Inc. (filed
as Exhibit 2(a) to the Registrant's Current Report on Form
8-K relating to the events occurring on December 8, 1995
[File No. 1-9549] and incorporated herein by reference).
10.32 Purchase and Sale Agreement dated as of December 20, 1994
by and among TPS Technologies Inc., TPST Soil Recyclers of
Maryland Inc., Rafich Corporation, Harry Ratrie, John C.
Cyphers and J. Thomas Hood (filed as Exhibit 1 to Thermo
Remediation's Current Report on Form 8-K for the events
occurring on December 21, 1994 [File No. 1-12636] and
incorporated herein by reference).
10.33 Stock Purchase Agreement entered into on March 29, 1995, by
and among Stalt Holding, B.V., Beheersmaatschappij J.
Amerika N.V., A.J. Van Es, J.B. Van Es and D.A. Slager, and
the Registrant (filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K relating to the events occurring
on March 29, 1995 [File No. 1-9549] and incorporated herein
by reference).
10.34 Master Repurchase Agreement dated January 1, 1994 between
the Registrant and Thermo Electron Corporation (filed as
Exhibit 10.21 to the Registrant's Annual Report on Form
10-K for the fiscal year ended April 2, 1994 [File No.
1-9549] and incorporated herein by reference).
10.35 Master Reimbursement Agreement dated January 1, 1994
between the Registrant, Thermo Electron Corporation, and
Thermo Remediation Inc. (filed as Exhibit 10.22 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 2, 1994 [File No. 1-9549] and incorporated
herein by reference).
10.36 Incentive Stock Option Plan of the Registrant (filed as
Exhibit 10(h) to the Registrant's Registration Statement on
Form S-1 [Reg. No. 33-6763] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's Nonqualified
Stock Option Plan is 1,850,000 shares, after adjustment to
reflect share increases approved in 1987, 1989 and 1992,
6-for-5 stock splits effected in July 1988 and March 1989,
and 3-for-2 stock split effected in September 1989).
24PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
10.37 Nonqualified Stock Option Plan of the Registrant (filed as
Exhibit 10(i) to the Registrant's Registration Statement on
Form S-1 [Reg. No. 33-6763] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's Incentive
Stock Option Plan is 1,850,000 shares, after adjustment to
reflect share increases approved in 1987, 1989 and 1992,
6-for-5 stock splits effected in July 1988 and March 1989,
and 3-for-2 stock split effected in September 1989).
10.38 Deferred Compensation Plan for Directors of the Registrant
(filed as Exhibit 10(k) to the Registrant's Registration
Statement on Form S-1 [Reg. No. 33-6763] and incorporated
herein by reference).
10.39 Equity Incentive Plan (filed as Exhibit 10.63 to Thermedics
Inc.'s Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 [File No. 1-9567] and incorporated herein
by reference) (Maximum number of shares issuable is
1,750,000 shares, after adjustment to reflect share
increase approved in 1994).
10.40 Directors Stock Option Plan, as amended and restated
effective January 1, 1995 (filed as Exhibit 10.39 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 1, 1995 [File No. 1-9549] and incorporated
herein by reference).
10.41 Severance Agreement with Thomas P. Plunkett dated August
31, 1993 (filed as Exhibit 10(aa) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
October 2, 1993 [File No. 1-9549] and incorporated herein
by reference).
10.42 Thermo TerraTech Inc. (formerly Thermo Process Systems
Inc.)- Thermo Remediation Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(l) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended January 1,
1994 [File No. 1-9549] and incorporated herein by
reference).
10.43 Thermo Remediation Inc. Equity Incentive Plan (filed as
Exhibit 10.7 to Thermo Remediation's Registration Statement
on Form S-1 [Reg. No. 33-70544] and incorporated herein by
reference).
11 Computation re: Earnings per share.
13 Annual Report to Shareholders for the fiscal year ended
March 30, 1996 (only those portions incorporated herein by
reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
25PAGE
EXHIBIT INDEX
Exhibit
Number Reference Page
--------------------------------------------------------------------------
27 Financial Data Schedule.