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):
May 10, 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 May 10, 1995, Thermo Process Systems Inc. (the "Company") acquired
substantially all of the assets of Lancaster Laboratories, Inc. and its
affiliate Clewmark Holdings (together, "Lancaster Laboratories").
Lancaster Laboratories, based in Lancaster, Pennsylvania, is a provider of
high-quality analytical services to the environmental, food and
pharmaceutical industries.
The base purchase price for the assets was $16,760,000 in cash, plus
the assumption by the Company of approximately $5,400,000 in bank
indebtedness existing as of the closing of the acquisition. The purchase
price is subject to a post-closing adjustment, and will either be (i)
increased by the amount by which Lancaster Laboratories' net book value
as of the closing exceeds $11,108,000; or (ii) decreased by the amount
by which $11,108,000 exceeds Lancaster Laboratories' net book value as
of the closing. The Company has also agreed to pay an amount, not to
exceed $600,000, equal to the amount by which the sum of (A) Lancaster
Laboratories' division income (earnings before the corporate services fee
payable to Thermo Electron Corporation, amortization of good will,
interest and income taxes for the period beginning October 1, 1994 and
ending on the closing date, and (B) the division income generated by
Lancaster Laboratories' business (excluding the corporate services fee
payable to Thermo Electron Corporation and the amortization of goodwill
acquired by the Company in this acquisition) for the period beginning on
the closing date and ending September 30, 1995, are in excess of
$4,500,000. In no event will the aggregate purchase price, including
bank indebtedness assumed by the Company, exceed $25,000,000.
The acquisition was made pursuant to an Asset Purchase Agreement
May 10, 1995, among Thermo Analytical Inc. (a wholly owned the Company);
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 Lancaster Laboratories).
The purchase price was based on the Company's determination of the
fair market value of Lancaster Laboratories' business, and the of the
agreement were determined by arms' length negotiation among parties.
The Company has no present intention to use Lancaster Laboratories'
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 Lancaster Laboratories' 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.
Lancaster Laboratories had gross revenues of approximately $30,000,000
for the fiscal year ended September 30, 1994.
The cash portion of the base purchase price paid by the Company was
derived from cash distributed to the Company upon the dissolution of
the Thermo Terra Tech joint venture on May 9, 1995.
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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 July 24, 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 July 24, 1995.
(c) Exhibits
1. 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). Schedules and exhibits
to the agreement (each of which are identified in the
agreement) are omitted in reliance on Rule 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to
furnish such schedules and exhibits to the Commission
supplementally upon request.
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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 24th day of May 1995.
THERMO PROCESS SYSTEMS INC.
By: /s/ John P. Appleton
John P. Appleton
President and Chief
Executive Officer
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