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 5, 1999
----------------------------------------
THERMO TERRATECH 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)
81 Wyman Street
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
Item 5. Other Events
On May 5, 1999, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's parent corporation, and the Registrant issued press releases
stating that the Registrant may be merged into and become a wholly owned
subsidiary of Thermo Electron. Public shareholders of the Registrant would
receive shares of common stock of Thermo Electron in exchange for their shares
of the common stock of the Registrant.
In addition, the press releases discussed modifications to Thermo
Electron's previously announced plan to merge ThermoRetec Corporation ("Retec")
and The Randers Killam Group Inc. ("Randers"), each majority-owned, publicly
traded subsidiaries of the Registrant, into the Registrant. Each of Randers and
Retec may now be merged into and become wholly owned subsidiaries of Thermo
Electron. Public shareholders of Randers and Retec would receive shares of
common stock of Thermo Electron in exchange for their shares of the common stock
of Randers and Retec, respectively.
The completion of these transactions is subject to numerous conditions,
including the establishment of prices and exchange ratios, confirmation of
anticipated tax consequences, approval by the directors of each of the
Registrant, Randers, and Retec, including the independent directors of such
companies, negotiation and execution of definitive purchase and sale or merger
agreements, clearance by the Securities and Exchange Commission of a
registration statement and proxy materials regarding the proposed transactions,
and, where appropriate, receipt of fairness opinions from investment banking
firms.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
SIGNATURE
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 12th day of May, 1999.
THERMO TERRATECH INC.
By: /s/ Theo Melas-Kyraizi
Theo Melas-Kyriazi
Chief Financial Officer