<PAGE> 1
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) March 8, 1999
-------------
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 02481
- --------------------------------------------------------------------------
(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> 2
Item 5. Other Events
On March 8, 1999, the Company announced that it plans to acquire Perkin-Elmer's
Analytical Instruments Division, a leading producer of high-quality analytical
testing instruments for $425 million. The Company also announced that it will
explore strategic alternatives for its Technical Services business unit and has
engaged Goldman, Sachs & Co. to conduct the review. (See press release attached
hereto as Exhibit 99.)
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/ Murray Gross
------------------------------
Senior Vice President,
General Counsel and Clerk
Date: March 15, 1999
--------------
Item 7. Exhibit Index
Exhibit 99 - - Press Release dated March 8, 1999
<PAGE> 1
[EG&G LOGO]
FOR IMMEDIATE RELEASE
8 March 1999
EG&G TO ACQUIRE PERKIN-ELMER'S ANALYTICAL INSTRUMENTS
DIVISION FOR $425 MILLION;
REVIEWS STRATEGIC ALTERNATIVES FOR TECHNICAL SERVICES UNIT
EG&G reshapes its portfolio
WELLESLEY, MASSACHUSETTS EG&G, Inc. announced today that it plans to acquire
Perkin-Elmer's Analytical Instruments Division, a leading producer of
high-quality analytical testing instruments for $425 million. The transaction is
the latest in a series of acquisitions, divestitures and consolidations intended
to drive EG&G growth in commercial technology markets. EG&G expects to close
this transaction during the second quarter.
EG&G also announced that it will explore strategic alternatives for its
Technical Services business unit and has engaged Goldman, Sachs & Co. to conduct
the review. In 1999, EG&G anticipates Technical Services will have a sales level
of approximately $450 million. The unit provides management, engineering,
scientific, technical and operations support services to government customers,
including the U.S. departments of Defense, Treasury, Customs Service, the
Federal Aviation Administration and the Internal Revenue Service. EG&G said that
it is committed to maintaining a high level of service to its customers and
fulfilling all contractual obligations during this review period.
"Today's announcement of our intention to acquire Perkin-Elmer's Analytical
Instruments is an important milestone for our Company," said Gregory L. Summe,
President and Chief Executive Officer of EG&G, Inc. "This is truly a strategic
acquisition for us -- one that will allow us to build scale in our existing
Instruments and Life Sciences units and to better position our Company for
continued growth. Perkin-Elmer has a strong global distribution network, a
widely recognized and respected brandname and is a leader in innovation. Today's
actions will greatly accelerate our efforts to focus on high growth electronics,
aerospace and life sciences businesses."
EG&G expects the acquisition to be non-dilutive in 1999, excluding any
acquisition-related charges, and accretive in the year 2000 and beyond.
Both companies' Boards of Directors have approved the transaction. Its
completion is subject to approval by certain government regulatory agencies.
Perkin-Elmer Analytical Instruments generated 1998 fiscal year sales of $569
million. Its systems are widely used to achieve product uniformity in drugs and
medicines, ensure the purity of food and water, protect the environment, measure
and test the structural integrity of many different materials, and much more. In
addition to products, the company provides consumables and services. The
division sells to traditional analytical instruments and life sciences markets.
<PAGE> 2
EG&G TO ACQUIRE PERKIN-ELMER'S ANALYTICAL INSTRUMENTS DIVISION
PAGE 2 OF 5
The acquisition will complement EG&G's Instruments and Life Sciences product
offerings and extend and strengthen EG&G presence in such areas as
pharmaceuticals and food (bacteria) screening. Ownership of the brandname
"Perkin-Elmer" will be transferred to EG&G.
Under EG&G's leadership, Perkin-Elmer Analytical Instruments, which holds strong
positions in the majority of its major product lines, will receive the resources
needed to increase its market presence and to accelerate new-product
development.
Perkin-Elmer has pioneered the commercial specialty development of many
analytical techniques over the last 50 years, establishing a reputation for
high-quality analytical instruments. Headquartered in Connecticut, its
Analytical Instruments division has an employee base of 3,100 and has a sales
presence in over 100 countries.
EG&G has completed several other recent transactions, such as the $250 million
acquisition of Lumen Technologies and the purchase of Life Science Resources
Limited, which have added critical mass and technologies in the optoelectronics
and life sciences markets.
FORWARD-LOOKING INFORMATION AND FACTORS AFFECTING FUTURE PERFORMANCE
This press release contains "forward-looking statements." For this purpose, any
statements contained in this press release that are not statements of historical
fact may be deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "expects," "will" and similar expressions are intended
to identify forward-looking statements. There are a number of important factors
that could cause the results of EG&G to differ materially from those indicated
by these forward-looking statements, including among others, the factors set
forth in Exhibit 99.1 to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 25, 1999, which Exhibit 99.1 is
incorporated by reference in this press release.
EG&G, Inc. is a global technology company that provides products and systems to
medical, telecom, aerospace, semiconductor, photographic and other industries.
It delivers skilled support services to government and industrial customers.
Based in Wellesley, Massachusetts, EG&G has annual sales of approximately $1.4
billion and more than 13,000 employees worldwide.
# # #
EG&G, Inc. Perkin-Elmer
Financial Inquiries Investors
Deborah S. Lorenz Edward Bloch
Tel: 781-431-4306 Tel: 203-761-5248
Email: [email protected]
Media Media
Martin A. Reynolds Merle Spiegel
Tel: 781-431-4282 Tel: 203-761-5292
Email: [email protected]
<PAGE> 3
EG&G TO ACQUIRE PERKIN-ELMER'S ANALYTICAL INSTRUMENTS DIVISION
PAGE 3 OF 5
[LOGO OF EG&G]
CORPORATE OVERVIEW
EG&G, Inc. is a global technology company that provides products and systems to
medical, telecom, aerospace, semiconductor, photographic and other industries.
It delivers skilled support services to government and industrial customers; it
has research and manufacturing expertise in areas such as medical diagnostic
equipment, analytical instruments, specialty lighting, micromachined sensors,
X-ray security systems, sealing, facility management, and automotive testing.
EG&G has annual sales of $1.4 billion and about 13,000 employees.
In 1998, EG&G consolidated its business into five large, independent Strategic
Business Units (SBUs): Life Sciences, Instruments, Optoelectronics, Engineered
Products and Technical Services.
EG&G LIFE SCIENCES
1998 SALES: $148 MILLION
EG&G LIFE SCIENCES is a leader in developing innovative, non-radioactive
diagnostic equipment. Its AutoDELFIA(TM) blood disease detection system is
fully-automated to minimize human error, can analyze 432 blood samples an hour,
and last year screened over 10 million newborns for debilitating neonatal
conditions. Another diagnostic system, VICTOR 2(TM), is the world's first
bioanalytic, bioassay instrument to combine four measurement technologies. Using
disposable reagent packs to keep operations simple and efficient, VICTOR saves
time and money while ensuring reliable results. With the recent purchase of Life
Science Resources Limited, EG&G Life Sciences now offers a range of cutting-edge
analytical imaging applications.
EG&G INSTRUMENTS
1998 SALES: $247 MILLION Note: Results for 1999 will include revenue from
recently acquired Lumen operations.
EG&G INSTRUMENTS develops and manufactures products for a range of detection and
measurement applications. The company offers analytical instruments for process
measurement, nuclear, fiber-optic, electrochemical and photolithography
applications. EG&G also is a leading manufacturer of X-ray security products,
including carry-on baggage scanners and large-cargo scanners, as well as an
advanced food inspection system that detects and automatically rejects foreign
objects in foods, while ensuring quality control in processed foods. EG&G also
has over 40 years of experience in evaluating vehicle performance, durability,
and safety, and uses advanced technology to save automotive customers millions
of dollars in research and development costs.
EG&G OPTOELECTRONICS
1998 SALES: $268 MILLION Note: Results for 1999 will include revenue from
recently acquired Lumen operations.
<PAGE> 4
EG&G TO ACQUIRE PERKIN-ELMER'S ANALYTICAL INSTRUMENTS DIVISION
PAGE 4 OF 5
EG&G OPTOELECTRONICS products cover the spectrum of light from ultraviolet to
the far infrared. Divisions in this segment design and manufacture optical
sensors ranging from simple photocells to sophisticated imaging systems, light
sources that include flashlamps and laser diodes, thermopiles and complex
devices for weapons trigger systems. Through its recent acquisition of Lumen
Technologies, EG&G now provides lighting applications for cinema projection and
stage and studio use. Specialized electronic components are provided for
industrial, consumer and medical applications, and defense and energy programs.
EG&G Micromachining produces a wide range of sensors that are used in medical
and industrial markets. For instance, these sensors are embedded in intravenous
lines to monitor blood pressure during surgery. They also can detect dangerous
vibrations in heavy industrial equipment. In the automotive industry, EG&G
sensors activate front and side airbags, automatically activate air
conditioning, activate headlights when it gets dark, and turn on windshield
wipers when it rains. EG&G Amorphous Silicon will soon begin production of
amorphous silicon sensor panels, an innovation that allows X-ray machines to use
a much lower radiation dose while producing a real-time, high-resolution image.
First applications will be for mammograms and chest imaging, but this technology
can also be used by industry, for instance, to check pipelines for cracks or
inspecting airplane parts for wear and tear.
EG&G ENGINEERED PRODUCTS
1998 SALES: $167 MILLION
EG&G Engineered Products introduced the world's first noncontacting welded metal
bellows in late 1996, a device which has proved crucial to helping oil and
chemical refineries meet stringent new emissions standards. Today the company's
advanced bellows products increase the efficiency of airplane engines, and are
increasingly found in semiconductor manufacturing facilities and power
generation plants.
TECHNICAL SERVICES
1998 SALES: $553 MILLION
EG&G TECHNICAL SERVICES provides management and technical services to government
and industrial clients around the world. For example, EG&G has taken over the
privatization and redevelopment of Kelly Air Force Base in San Antonio, Texas
and operates the first chemical weapons destruction facility in the continental
U.S.
Now celebrating its 52nd year of operation, EG&G was founded in 1947 by a
Massachusetts Institute of Technology professor, Dr. Harold Edgerton, and two of
his students, Kenneth Germeshausen and Herbert Grier. While the company's
business has historically focused on military and defense functions, EG&G has
successfully leveraged its solid foundation of invention and innovation to build
itself into one of today's top commercial high-technology firms. EG&G looks
forward to continuing its achievement in developing advanced products and
solutions for diverse industrial, service, and medical organizations.
Details are available on the Internet World Wide Web at http://www.egginc.com.
###
<PAGE> 5
EG&G TO ACQUIRE PERKIN-ELMER'S ANALYTICAL INSTRUMENTS DIVISION
PAGE 5 OF 5
Perkin-Elmer
Analytical Instruments Division
OVERVIEW
Perkin-Elmer is a world leader in the development, manufacture, and marketing of
life science systems and analytical instruments. Its Analytical Instruments
Division, headquartered in Connecticut, is a leader in supplying a broad range
of instruments to the pharmaceutical, environmental, food, chemical,
petrochemical, and related industries.
Perkin-Elmer's analytical instruments systems are used to analyze substances at
the elemental and molecular level in a wide range of industries throughout the
world, from chemicals and plastics to metals and electronics, from drug
manufacturing to environmental testing. These are critical tools employed in
basic and applied research, new product development, and quality control. For
example, Perkin-Elmer's analytical instrumentation systems are widely used to
ensure the purity of food, water, and pharmaceuticals; to protect the
environment; to measure and test the structural integrity of many different
materials; and much more.
Since 1937 when the company was founded, Perkin-Elmer has established its
reputation as a formidable international competitor with quality products backed
by extensive customer service and support. With a major portion of revenues
coming from outside the United States, Perkin-Elmer's long-time strength in
global markets has been integral to its leadership. Approximately 3,100
Analytical Instruments Division employees are involved in developing,
manufacturing, marketing and servicing Perkin-Elmer products around the world.
The Division has global representation in nearly 100 countries with locations in
North America, Latin America, Europe, the Far East, the Middle East, Africa, and
Russia.
Details are available on the Internet World Wide Web at
http://www.perkin-elmer.com.
