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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) January 13, 1999
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EG&G, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-5075 04-2052042
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
45 William Street, Wellesley, Massachusetts 02481
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(Address of principal executive offices) (Zip Code)
(781) 237-5100
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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The Company is filing certain "Cautionary Statements" for the purpose of
establishing a readily available document which may be referenced pursuant to
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such Cautionary Statements are attached as Exhibit 99.1 and incorporated
herein by reference.
On January 13, 1999, the Company announced that Robert F. Friel will become
Senior Vice President and Chief Financial Officer, effective February 1, 1999.
Friel, 43, currently is Corporate Vice President and Treasurer at AlliedSignal,
Inc. (See press release attached hereto as Exhibit 99.2.)
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
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Senior Vice President
Date: January 25, 1999
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Item 7(c). Exhibits
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Exhibit 99.1 -- Cautionary Statements
Exhibit 99.2 -- Press Release dated January 13, 1999
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Exhibit 99.1
CAUTIONARY STATEMENTS
The following important factors, among others, could cause actual
results of EG&G, Inc. (the "Company") to differ materially from those indicated
by forward-looking statements made from time to time by the Company in reports,
proxy statements, registration statements and other written communications, as
well as by oral forward-looking statements made from time to time by the
Company's officers or agents.
The following important factors affect our business and operations
generally or affect multiple segments of our business and operations.
- - We face strong competition in many of the markets that we serve, which
affects our ability to sell our products and services and the prices
that we obtain. Certain of our competitors are larger than we are and
have greater financial and other resources.
- - We need to successfully implement the restructuring plans that we have
adopted. If we are unable to do so, we will not be able to achieve
anticipated cost savings, our ability to produce and deliver the
products and services may be adversely affected and we may lose key
personnel.
- - Our business plan depends on our ability to continue to innovate, to
develop new products and services based on such innovations and
successfully to introduce these new products and services to the
market.
- - Our business plan depends on our ability to acquire attractive
businesses on favorable terms and integrate these businesses into our
other operations. We have begun the process of integrating Lumen
Technologies, which we acquired in December 1998.
- - In many of our segments, we serve as a supplier of components to other
businesses. As a result, our success depends on the business success of
our customers.
- - We need to be able to continue to access the capital markets to fund
our growth.
- - Our product businesses can be affected by currency risks.
- - We need to achieve satisfactory results in connection with certain
litigation to which we are a party, particularly the tax litigation
with the Internal Revenue Service.
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- - We need to attract and retain key management, operational and technical
personnel.
- - We are affected by general economic conditions. In particular, demand
for certain of our products has been adversely affected by the economic
problems in Asia. In addition, the Asian economic problems have
weakened the currencies of some Asian countries, making products of our
competitors who are located in Asia more price competitive.
- - We could be impacted by unanticipated issues associated with Year 2000
software problems.
- - Effective tax rates in the future could be affected by changes in the
geographical distribution of income, utilization of non-U.S. net
operating loss carryforwards, repatriation costs, resolution of
outstanding tax audit issues and changes in the portfolio of
businesses.
There are certain important factors that affect our particular business
segments, including the following:
- - Life Sciences
- We will implement a new enterprise software system for this
business segment in early 1999. We need this implementation to
be effected in a manner that does not disrupt operations.
- Our business plan for this segment is significantly dependent
upon the successful introduction of products currently under
development as well as the expansion of the geographic markets
for this segment's products.
- Many of our products in this segment are subject to regulation
by the Food and Drug Administration and other regulatory
bodies.
- - Optoelectronics
- We need to complete the development of our amorphous silicon
technology and successfully introduce products based on this
technology to the market.
- In our IC Sensors business, we need to develop new products
for both existing customers and new markets that we desire to
access. We also need to successfully shift the production of
certain products of this
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business to our manufacturing facilities that are in lower
cost locations in order to compete more effectively.
- - Instruments
- Our ability to obtain Federal Aviation Administration
certification of our Z scan system for screening of checked
baggage on a timely basis will affect this segment's success.
- We need to successfully complete construction/installation
and obtain customer acceptance of certain major cargo
screening projects that are in process.
- - Engineered Products
- A key market for certain of this segment's products is
manufacturers of equipment used in semiconductor production.
As a result, the success of this segment's operations is
dependent in part upon a recovery of economic conditions in
the semiconductor industry.
- We are in the process of implementing new lower cost
manufacturing processes for certain of this segment's
products. The success of this segment's operations depends in
part upon our successfully implementing these new
manufacturing processes.
- A key market for the products that we produce in this segment
is manufacturers of air frames and engines for regional
business jets. As a result, the success of this segment is
dependent in part on the growth of the regional business jet
market.
- The success of our operations in this segment depends in part
on entering into long term contracts for the sale of seals to
major engine manufacturers on favorable terms.
- - Technical Services
- Our operations in this segment are materially affected by our
ability to win new service contracts and to successfully
compete for renewals of existing contracts.
- We need to comply with contractually specified performance
criteria on an ongoing basis. Our compliance affects both the
grades that we receive from the government, and therefore the
level of contract payments, as well as our ability to win
new contracts.
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- Our contracts with the U.S. government are subject to early
termination for the convenience of the government.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
13 January 1999
EG&G NAMES ROBERT F. FRIEL SENIOR VICE PRESIDENT AND CFO
WELLESLEY, MASSACHUSETTS....EG&G, Inc. today announced that Robert F. Friel will
become Senior Vice President and Chief Financial Officer, effective February 1,
1999. Friel, 43, currently is Corporate Vice President and Treasurer at
AlliedSignal, Inc.
EG&G President and Chief Executive Officer Gregory L. Summe said that: "Rob is
a terrific leader with deep experience in driving productivity in complex
businesses. He also has the skills to help us accelerate our aggressive growth
strategy."
At AlliedSignal, Friel is responsible for all treasury functions, investor
relations, credit and collections, and revenue chain management for the $15
billion multi-product company, which has businesses in aerospace, automotive and
engineered materials industries.
Before joining Treasury, Friel was Vice President, Finance & Administration,
AlliedSignal Engines (1992 to 1996); Assistant Treasurer, AlliedSignal, Inc.
(1989 to 1992) and Director of Tax and Treasury Planning (1988 to 1989). He
joined AlliedSignal's Corporate finance department in 1980.
He earned a BA in Economics from Lafayette College and an MS in Taxation from
Fairleigh Dickenson University.
Friel replaces John F. Alexander, 42, who is leaving EG&G to pursue other
interests. Summe commented: "We are grateful for the contributions that Jack
made to ensure the financial stability that EG&G currently enjoys, specifically
the financial strategy that backboned EG&G's successful transformation into a
diversified, high technology company. After 16 years of service to EG&G, we wish
Jack well."
EG&G, Inc. is a global technology company that provides complete systems, as
well as products, to medical, 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 $1.4
billion and more than 12,000 employees worldwide.
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For further information please contact: Deborah S. Lorenz, EG&G, Inc.
Tel: (781) 431-4306
