SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
February 6, 1995
________________________________________
THERMO PROCESS SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9549 04-2925807
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
12068 Market Street 48150
Livonia, Michigan (Zip Code)
(Address of principal executive offices)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
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On February 6, 1995, Thermo Process Systems Inc. (the "Company")
acquired all of the issued and outstanding capital stock of Engineering,
Technology and Knowledge Corporation ("ETKC") from Nord Est S.A., a French
industrial company ("Nord Est"). ETKC's sole subsidiary, Elson T. Killam
Associates, Inc. ("Killam Associates"), is a leading provider of
comprehensive environmental consulting and professional engineering
services in New Jersey, Pennsylvania, Ohio and New York.
The purchase price for ETKC's stock was $12.5 million in cash and a
zero coupon promissory note with a face value of $28 million and a present
value of $22.3 million, payable in February and May, 1998. The purchase
price is subject to a post-closing adjustment, and will either be (i)
increased by the amount by which ETKC's net tangible book value as of
January 29, 1995 exceeds $9,920,000; or (ii) decreased by the amount by
which $9,920,000 exceeds ETKC's net tangible book value as of such date.
In addition, the Company has guaranteed the payment by ETKC and/or Killam
Associates of approximately $1.7 million in indebtedness. The Company has
also agreed to pay, after the third anniversary date of the closing, an
amount equal to 30% of the amount by which ETKC's cumulative net income for
the three-year period ending on such anniversary, after taxes, depreciation
and goodwill, exceeds $13 million.
In a related transaction, certain members of Killam Associates' senior
management (the "Killam Management") exchanged outstanding options to
purchase shares of Killam Associates' capital stock for options to purchase
an aggregate of 847,678 shares of the Company's common stock. Additional
options to purchase shares of Killam Associates' capital stock were
canceled in exchange for cash payments to the Killam Management in the
aggregate amount of approximately $1.9 million.
The acquisition was made pursuant to a Stock Purchase and Sale
Agreement (the "Agreement") entered into on February 6, 1995, to be
effective as of January 29, 1995, among the Company, Nord Est and the
Killam Management. The purchase price was based on the Company's
determination of the fair market value of Killam Associate's business, and
the terms of the Agreement were determined by arms' length negotiation
among the parties.
The Company has no present intention to use ETKC's plant, equipment or
other assets for purposes materially different from the purposes for which
such assets were used prior to the acquisition. However, the Company will
review ETKC's business and assets, corporate structure, capitalization,
operations, properties, policies, management and personnel and, upon
completion of this review, may develop alternative plans or proposals,
including mergers, transfers of a material amount of assets or other
transactions or changes relating to such business.
ETKC had consolidated gross revenues and operating profits (before
non-recurring items, interest and taxes) of approximately $40.2 million and
$3.4 million, respectively, for the year ended December 31, 1993. ETKC's
consolidated gross revenues and operating profits are estimated to be $42.0
million and $5.6 million, respectively, for the year ended December 31,
1994.
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Item 2. Acquisition or Disposition of Assets (continued)
The Company borrowed the cash portion of the purchase price, including
cash used to collateralize the promissory note delivered to Nord Est, from
Thermo Electron Corporation pursuant to a $38 million promissory note due
June 1, 1997. Thermo Electron Corporation indirectly owns approximately 80%
of the outstanding capital stock of the Company.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to April 21, 1995.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to April 21, 1995.
(c) Exhibits
1. 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., Thermo Process Systems Inc.,
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.
2. $28,000,000 Secured Promissory Note dated as of January
29, 1995 issued by Thermo Process Systems Inc. to Nord Est
S.A.
3. $38,000,000 Promissory Note dated as of February 21, 1995
issued by Thermo Process Systems Inc. to Thermo Electron
Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, on this 21st day of February
1995.
THERMO PROCESS SYSTEMS INC.
/s/ Paul F. Kelleher
Paul F. Kelleher
Chief Accounting Officer