EG&G INC
8-K, 1998-01-05
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 29, 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  29,  1997,  the  Company  announced  that it has  entered  into an
agreement to sell Rotron,  Inc., its Woodstock,  New  York-based  division,  for
approximately $103 million to AMETEK, Inc, Paoli, Pennsylvania. The transaction,
which is subject to routine closing requirements, is expected to be completed in
early 1998.

Rotron  is a  leading  manufacturer  of  fans,  blowers  and  motors  and  other
components,  primarily used for heating and cooling airplanes, trains and buses.
The company also supplies air moving systems to government agencies, such as the
Department of Defense.  Rotron's 1997 sales are expected to be approximately $70
million.

Rotron is one of several  units  being sold by EG&G as part of its  strategy  to
focus resources upon larger  business units better  positioned to take advantage
of growing demand for the Company's  security  screening,  medical  diagnostics,
micromachined sensors, and aerospace and engineered products.

In addition to Woodstock, Rotron has an operation in Saugerties, New York.

AMETEK is a leading global  manufacturer  of electrical and electronic  products
and materials  engineered  for niche  markets.  Operations are in North America,
Europe, and Asia; about one-third of its sales are to markets outside the United
States. Sales from continuing operations reached $800 million in 1996.

EG&G, Inc. 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.

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: January 5, 1998
      ---------------


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