SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------------------
AMENDMENT NO. 3 ON FORM 10-K/A
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended October 3, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-10573
THERMO POWER CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2891371
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of theAct:
Title of each class Name of exchange 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 October 30, 1998, was approximately $18,451,000.
As of October 30, 1998, the Registrant had 11,830,163 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended October 3, 1998, are incorporated by reference into Parts I and II.
FORM 10-K/A
THERMO POWER CORPORATION
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a, d) Financial Statements and Schedules
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts. See attached.
(c) Exhibits
13 Annual Report to Shareholders for the Fiscal Year Ended October 3, 1998
(only these portions incorporated herein by reference).
23 Consent of Arthur Andersen LLP.
Attached is Exhibit 13 and Schedule II of the Registrant's Form 10-K for
the year ended October 3, 1998. The Registrant's financial statements have been
amended principally to modify disclosures concerning certain restructuring
actions and other subsequent events. This amended information replaces the
corresponding information filed originally in the Form 10-K.
2
FORM 10-K/A
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: September 22, 1999 THERMO POWER CORPORATION
By: /s/ J. Timothy Corcoran
J. Timothy Corcoran
President and Chief Executive Officer
3
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Power Corporation:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Thermo Power Corporation's
Annual Report to Shareholders incorporated by reference in this Amendment No. 3
on Form 10-K/A, and have issued our report thereon dated November 9, 1998
(except with respect to certain matters discussed in Notes 4 and 15, as to which
the date is July 3, 1999). 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 2 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
November 9, 1998
4
SCHEDULE II FORM 10-K/A
THERMO POWER CORPORATION
Valuation and Qualifying Accounts
(In thousands)
Balance
at Provision
Beginning Charged Accounts Balance
of to Accounts Written at End
Description Year Expense Recovered Off Other (a) of Year
- ----------------------------------- ---------- ------------- ----------- ---------- ----------- -----------
Allowance for Doubtful Accounts
Year Ended October 3, 1998 $ 757 $ 200 $ 208 $ (491) $ 9,625 $10,299
Year Ended September 27, 1997 $ 589 $ 252 $ 3 $ (87) $ - $ 757
Year Ended September 28, 1996 $ 530 $ 191 $ 26 $ (158) $ - $ 589
Description Balance at Established Activity Balance
Beginning as Cost of Charged at End
of Year Acquisitions to Reserve Other (c) of Year
- ----------------------------------- ---------- ------------- ----------- ---------- -----------
Accrued Acquisition Expenses (b)
Year Ended October 3, 1998 $ 33 $ 7,364 $ (5,311) $ - $ 2,086
Year Ended September 27, 1997 $ 519 $ - $ (7) $ (479) $ 33
Year Ended September 28, 1996 $ 680 $ - $ (109) $ (52) $ 519
Description Balance at Provision Activity Balance
Beginning Charged to Charged to at End
of Year Expense Reserve Other of Year
- ----------------------------------- ---------- ------------- ----------- ---------- -----------
Reserve for Discontinued
Operations (d)
Year Ended October 3, 1998 $ - $ 993 $ - $ - $ 993
(a) Includes allowances of businesses acquired and discontinued during the year
as described in Notes 3 and 4, respectively, to Consolidated Financial
Statements in the Registrant's Fiscal 1998 Annual Report to Shareholders and
the effect of foreign currency translation.
(b) The nature of activity in this account is described in Note 3 to
Consolidated Financial Statements in the Registrant's Fiscal 1998 Annual
Report to Shareholders.
(c) Represents reductions of cost in excess of net assets of acquired companies
for accrued acquisition expenses no longer considered necessary.
(d) The nature of activity in this account is described in Note 4 to
Consolidated Financial Statements in the Registrant's Fiscal 1998 Annual
Report to Shareholders.