EG&G INC
8-K, 1997-12-23
ENGINEERING SERVICES
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                                  UNITED STATES
                       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) December 22, 1997
                                                          -----------------





                                   EG&G, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)






      Massachusetts               1-5075                 04-2052042
      -------------               ------                 ----------    
    (State or other      (Commission File Number)    (IRS Employer
     jurisdiction of                                 Identification No.)
     incorporation)



    45 William Street, Wellesley, Massachusetts              02181
    -------------------------------------------              -----   
    (Address of principal executive offices)               (Zip Code)
                 




                              (781) 237-5100
                              --------------
           (Registrant's telephone number, including area code)



                                 Not applicable
                                 --------------
          (Former name or former address, if changed since last report)




<PAGE>


Item 5.  Other Events

On  December  22,  1997,  the  Company  announced  that it has  entered  into an
agreement  to sell the  business  and  assets  of its  Sealol  Industrial  Seals
Division  for $100  million  to TI  Group,  plc.,  London,  England.  EG&G  will
simultaneously purchase for $45 million the Belfab Division of John Crane, Inc.,
the Daytona Beach unit of the TI Group that produces  specialty  bellows devices
for the semiconductor, aerospace and biomedical industries.

The transactions  are subject to regulatory and other approvals  including those
of the respective boards of directors. The transactions are expected to close in
early 1998.

EG&G  Sealol's  Industrial  Seals  Division,  headquartered  in Cranston,  Rhode
Island,  manufactures  mechanical seals used by the chemical,  petrochemical and
other industries. In 1996, the company had sales of $88.8 million.

In 1996, Belfab's sales were $27 million.  With its main plant in Daytona Beach,
Belfab is best known for products that meet high reliability  demands in extreme
environments.  In 1993,  the main  facility was named by Industry Week as one of
America's best plants.

EG&G is a global technology  company that provides complete systems,  as well as
components, to automotive, medical, aerospace, photography and other industries,
and delivers  skilled support  services to government and industrial  customers.
Based in  Wellesley,  Massachusetts,  EG&G has  annual  sales of more  than $1.4
billion and more than 14,000 employees worldwide.

TI Group,  the  specialized  engineer,  is quoted on the London Stock  Exchange.
Headquartered in the UK, TI employs 27,000 people at over 350  manufacturing and
customer  facilities  located  in 45  countries,  and in 1996  had  sales of 1.8
billion pound sterling.

The John  Crane  Group is a world  leader  in  engineered  sealing  systems.  It
provides  sealing  systems  that reduce and prevent  leakage of  environmentally
damaging  gases and  liquids in  industries  such as pulp and  paper,  chemical,
petrochemical,  food and  beverage.  In the  marine  sector it  serves  both the
defense and  commercial  markets,  provides  stern shaft and marine hull sealing
systems that prevent  sea-water from entering  vessels and control oil pollution
at sea.

                                   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 hereunto duly authorized.

                                        EG&G, Inc.


                                        By /s/ John F. Alexander, II
                                           ----------------------------
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)


Date: December 23, 1997
      -----------------


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