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 22, 1997
________________________________________
THERMO FIBERTEK INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-11406 52-1762325
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
Item 2. Acquisition or Disposition of Assets
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On May 22, 1997, Thermo Fibertek Inc. (the "Company") acquired the
stock preparation business (the "Business") of The Black Clawson Company
("Black Clawson") and its affiliates for approximately $108,000,000 in
cash. The purchase price is subject to a post-closing adjustment equal to
the amount by which the net tangible assets of the Business as of the
closing date are greater or less than, as the case may be, certain target
amounts set forth in the Asset Purchase Agreement dated as of May 22, 1997
between the Company, and certain of its affiliates, and Black Clawson, and
certain of its affiliates (the "Agreement").
The purchase price was based upon the Company's determination of the
fair value of the Business, and the terms of the Agreement were determined
by arms-length negotiation among the parties. To finance the acquisition,
the Company utilized approximately $8 million of available cash and
approximately $100 million of borrowings from Thermo Electron Corporation
("Thermo Electron"), the Company's majority stockholder. The indebtedness
to Thermo Electron bears interest at a rate equal to the 90-day Commercial
Paper Composite Rate plus 25 basis points, set at the beginning of each
quarter, and is due January 5, 1999.
The Company has no present intention to use the plant, 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 Business and its assets, corporate
structure, capitalization, operations, properties, policies, management and
personnel. After completion of this review, the Company may develop
alternative plans or proposals, including mergers, transfers of a material
amount of assets or other transactions or changes relating to the Business.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired. To be filed by
amendment no later than July 21, 1997.
(b) Pro Forma Combined Condensed Financial Information. To be
filed by amendment no later than July 21, 1997.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of May 22, 1997 among
BC Acquisition Corp., Thermo Fibertek Inc., The Black
Clawson Company, Black Clawson Shortle Mfg. Co. Inc.,
Black Clawson International Ltd., Black Clawson Canada
Fibre Processing Ltd., Black Clawson Europe S.A. and Carl
C. Landegger. Pursuant to Item 601(b)(2) of regulation
S-K, schedules and exhibits to this Agreement have been
omitted. The Company hereby undertakes to furnish
supplementally a copy of such schedules and exhibits to
the Commission upon request.
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 __st day of May, 1997.
THERMO BIOANALYSIS CORPORATION
By: /s/ Jonathan W. Painter
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Jonathan W. Painter
Treasurer
AA971500022