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):
March 29, 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 March 29, 1995, Beheersmaatschappij J. Amerika N.V. ("J. Amerika"),
a 65%-owned subsidiary of Thermo Process Systems Inc. (the "Company"),
acquired all of the issued and outstanding capital stock of Refining and
Trading Holland B.V., which conducts business under the name "North
Refinery" ("North Refinery"), from Stalt Holding B.V., a Dutch petroleum
trading company ("Stalt Holding"). North Refinery specializes in
processing "off-spec" and contaminated petroleum fluids into usable
products such as gas oil, diesel oil and fuel oil.
The purchase price for North Refinery's stock was NLG 9,568,000
(approximately $5,618,000) and 228,570 shares of J. Amerika's capital
stock, valued at NLG 1,327,000 (approximately $857,000). J. Amerika has
also agreed to pay, after the fifth anniversary date of the closing, an
amount equal to 20% of the amount by which the cumulative pretax profits of
North Refinery's business over the five-year period ending on such
anniversary exceeds NLG 5,000,000.
The acquisition was made pursuant to a Stock Purchase Agreement (the
"Agreement") entered into on March 29, 1995 by and among the Company, J.
Amerika, Stalt Holding and three shareholders of Stalt Holding. The
purchase price was based on the Company's determination of the fair market
value of North Refinery'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 North Refinery'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 North Refinery'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.
J. Amerika financed the acquisition of North Refinery from working
capital. North Refinery's gross revenues are estimated to be NLG
15,000,000 (approximately $9,700,000) for the fiscal year ending March 31,
1995.
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 within the period specified by Item
7(a)(4) of Form 8-K.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment within the period specified by Item
7(b)(2) of Form 8-K.
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PAGE
(c) Exhibits
1. 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 Thermo Process Systems Inc.
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PAGE
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 31st day of March 1995.
THERMO PROCESS SYSTEMS INC.
By: John P. Appleton
President and
Chief Executive Officer
AA950890055
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