SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 24, 1999
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THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation or Number)
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)
This Current Report on Form 8-K contains forward-looking statements that
involve a number of risks and uncertainties. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are set forth under the heading "Forward-looking Statements" in
Exhibit 13 to the Registrant's annual report on Form 10-K, for the year ended
January 2, 1999. These include risks and uncertainties relating to: the
Registrant's spinout and acquisition strategies, competition, international
operations, technological change, possible changes in governmental regulations,
capital spending and government funding policies, dependence on intellectual
property rights, and the potential impact of the year 2000 on processing
date-sensitive information.
Item 5. Other Events
On May 24, 1999, the Registrant issued a press release stating that it has
proposed the merger of four additional publicly traded subsidiaries into the
Registrant or into Thermo Instrument Systems Inc. ("Thermo Instrument"), a
majority-owned, publicly traded subsidiary of the Registrant. The Registrant has
proposed the following transactions:
-ThermoTrex Corporation ("ThermoTrex"), a majority-owned, publicly traded
subsidiary of the Registrant, would be merged into the Registrant and become a
wholly owned subsidiary. ThermoTrex shareholders would receive shares of the
Registrant's common stock in exchange for their shares of ThermoTrex common
stock.
-ThermoLase Corporation ("ThermoLase"), a majority-owned, publicly traded
subsidiary of ThermoTrex, would be merged into the Registrant and become a
wholly owned subsidiary. ThermoLase shareholders would receive shares of the
Registrant's common stock in exchange for their shares of ThermoLase common
stock.
-Thermo Ecotek Corporation ("Thermo Ecotek"), a majority-owned, publicly
traded subsidiary of the Registrant, would be merged into the Registrant and
become a wholly owned subsidiary. Thermo Ecotek shareholders would receive
shares of the Registrant's common stock in exchange for their shares of Thermo
Ecotek common stock.
-Thermo Vision Corporation ("Thermo Vision"), a majority-owned, publicly
traded subsidiary of Thermo Instrument Systems Inc. ("Thermo Instrument"), would
be merged into Thermo Instrument and become a wholly owned subsidiary of Thermo
Instrument. Thermo Vision shareholders would receive cash in exchange for their
shares of Thermo Vision common stock.
All of these proposals are subject to numerous conditions (not all of
which are applicable to each transaction), including establishment of prices and
exchange ratios, confirmation of anticipated tax consequences, approval by the
board of directors (including independent directors) of the affected
majority-owned subsidiaries, negotiation and execution of definitive purchase
and sale or merger agreements, completion of review by the Securities and
Exchange Commission of certain required filings regarding the proposed
transactions, and, where appropriate, fairness opinions from investment banking
firms. Any such transactions that will involve a public offering of securities
will be made only by means of a prospectus.
In addition, the Registrant announced that, primarily through actions
taken at the following public subsidiaries, it will record pretax restructuring
and other charges totaling approximately $450 million, relating substantially to
exiting certain businesses. These charges will primarily be recorded in the
second quarter, which ends July 3, 1999. The most significant of the
Registrant's planned divestitures are described below:
-Thermo Ecotek will record approximately $125 million in charges that
relate primarily to its decision to hold for sale its investment in the K-Fuel
facility located near Gillette, Wyoming, and to terminate its existing power
purchase agreement relating to its Delano, California, biomass facility.
-ThermoTrex will record approximately $105 million in charges, primarily
related to restructuring at its ThermoLase and Trex Medical Corporation
subsidiaries. The charges at ThermoLase consist of write-offs relating to the
sale or closure of its spas, write-offs relating to lasers, and the termination
of various international joint venture arrangements. Restructuring expenses at
Trex Medical consist of charges relating primarily to the decision to close two
of Trex Medical's four domestic manufacturing facilities after relocating these
operations (as previously announced). In addition, ThermoTrex will write off
goodwill resulting from these and related actions.
-Thermo TerraTech Inc. will record approximately $65 million in charges
primarily related to the proposed sale by its Thermo EuroTech N.V. subsidiary of
its used-oil processing operations, the proposed sale by its ThermoRetec
Corporation subsidiary of certain soil-recycling facilities, and the proposed
sale by its The Randers Killam Group Inc. subsidiary of three operating units
(BAC Killam, the Randers division, and E3-Killam).
-Thermedics Inc. will record approximately $30 million in charges as a
result of its decision to sell its power electronics and test equipment
business.
-Thermo Power Corporation will record approximately $10 million in charges
primarily as a result of its decision to sell its ThermoLyte Corporation
subsidiary, and a write-down of its investment in its Peek operations in
Malaysia and Croatia.
-Thermo Instrument expects to record a write-down for any decline in the
value of its investment in FLIR Systems, Inc. common stock, which it acquired as
a result of its February 1999 acquisition of Spectra-Physics AB.
The Registrant will also write off goodwill and other assets relating to
these and related actions.
In a separate release, the Registrant also announced that Samuel W. Bodman,
chairman and chief executive officer of Cabot Corporation, has been appointed to
the Registrant's board of directors. Mr. Bodman was recommended by the board's
newly formed corporate governance and nominating committee, which is responsible
for reviewing director performance, nominating future directors, and overseeing
the Registrant's corporate governance policies.
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.
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 25th day of May, 1999.
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief
Financial Officer