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):
November 6, 1997
_______________________________________
THERMO POWER CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 1-10573 04-2891371
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
81 Wyman Street
Waltham, MA 02254-9046
(Address of principal (Zip Code)
executive offices)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
Item 2. Acquisition or Disposition of Assets
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On November 19, 1997, Thermo Power Corporation (the
"Company") acquired 101,235,852 ordinary shares of Peek plc
("Peek"), a London Stock Exchange listed company, for 80 pence
per share (an aggregate of 80,988,681.6 British Pounds Sterling
(approximately $137,200,000)) in completion of the Company's
offer to acquire all of the outstanding ordinary shares of Peek.
The Company became unconditionally obligated to acquire these
shares on November 6, 1997 after the Company declared the offer
unconditional in all respects. Together with shares owned by the
Company prior to November 6, the Company now owns approximately
92% of Peek's outstanding ordinary share capital. The Company
will acquire the Peek shares that remain outstanding
(approximately 9,347,000 shares) for 80 pence per share pursuant
to the compulsory acquisition rules applicable to United Kingdom
companies.
The acquisition of the Peek shares was financed with
borrowings from Thermo Electron Corporation ("Thermo Electron"),
the Company's parent corporation. On November 17, 1997, the
Company borrowed $160,000,000 from Thermo Electron pursuant to a
promissory note due in 1999. Such note bears interest at a rate
equal to the 90-day Commercial Paper Composite Rate as reported
by Merrill Lynch Capital Markets, plus twenty-five 25 basis
points, and is adjusted quarterly.
Peek develops and installs equipment to monitor and regulate
traffic flow in cities and towns around the globe, including
traffic signal synchronization systems to minimize delays,
variable message systems to advise drivers of accidents
or construction, video systems to give real-time analysis of
traffic flows at intersections and on highways, as well as
automatic toll-collection systems. Peek had sales of
approximately $219,000,000 (excluding sales by businesses
disposed of by Peek in 1996 and 1997) in the year ended December
31, 1996.
The Company has no present intention to use the plants,
equipment or other physical property acquired for purposes
materially different from the purposes for which such assets were
used prior to the acquisition. However, the Company will review
the businesses of Peek and their assets, corporate structure,
capitalization, operations, properties, policies, management and
personnel. The Company may develop plans or proposals, including
mergers, transfers of a material amount of assets or other
transactions or changes relating to the acquired businesses. Any
such transaction might involve Thermo Electron or another
subsidiary of Thermo Electron.
PAGE
Item 7. Financial Statements, Pro Forma Combined Condensed
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Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired: As
it is impracticable to file information meeting
the requirements of this Item 7(a) at this time,
it will be filed by amendment within the time
period permitted by Item 7(a)(4) of Form 8-K.
(b) Pro Forma Combined Condensed Financial
Information: As it is impracticable to file
information meeting the requirements of this Item
7(b) at this time, it will be filed by amendment
within the time period permitted by Item 7(a)(4)
of Form 8-K.
(c) Exhibits:
10.1 Promissory Note in the principal amount of
$160,000,000 issued by the Company to
Thermo Electron Corporation
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 November, 1997.
THERMO POWER CORPORATION
By: /s/ J. Timothy Corcoran
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J. Timothy Corcoran
President and Chief Executive
Officer