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): September 30, 1994
The Perkin-Elmer Corporation
(Exact Name of Registrant as Specified in Charter)
New York 1-4389 06-0490270
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
761 Main Avenue, Norwalk, Connecticut 06859
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (203)
762-1000
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Item 5. Other Events.
On September 30, 1994, The Perkin-Elmer Corporation
(the "Corporation") concluded the sale of its Material
Sciences segment, consisting of the Corporation's Metco
Division headquartered in Westbury, New York ("Metco"), to
affiliates of Sulzer, Ltd., Winterthur, Switzerland. Metco
produces combustion, electric arc and plasma thermal spray
equipment and supplies. As of June 30, 1994, the net assets
of Metco were $56.2 million. The Corporation recorded an
after-tax loss on disposal of Metco of $7.7 million during
the fourth quarter of fiscal 1994, including a provision of
$5 million for operating losses during the phase-out period.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
2(1) Agreement dated April 18, 1994 between Sulzer
Inc. and The Perkin-Elmer Corporation, as amended
through August 31, 1994 (incorporated by reference
to Exhibit 2(4) to the Corporation's Annual Report
on Form 10-K for the fiscal year ended June 30,
1994 (Commission file number 1-4389)).
2(2)Second Amendment to Purchase Agreement dated
September 30, 1994 between Sulzer Inc. and The
Perkin-Elmer Corporation.
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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 hereunto duly
authorized.
THE PERKIN-ELMER CORPORATION
By /s/ William F. Emswiler
William F. Emswiler
Vice President, Finance
Date: October 12, 1994
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EXHIBIT INDEX
Exhibit No. Exhibit
2(2) Second Amendment to Purchase
Agreement dated September
30, 1994 between Sulzer Inc.
and The Perkin-Elmer
Corporation.
EXHIBIT-2(2)
SECOND AMENDMENT TO PURCHASE AGREEMENT
SECOND AMENDMENT TO PURCHASE AGREEMENT (this
"Amendment"), dated as of September 30, 1994, between The
Perkin-Elmer Corporation, a New York Corporation (the
"Seller"), and Sulzer Inc., a Delaware corporation (the
"Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller and the Purchaser have previously
entered into that certain Purchase Agreement, dated as of
April 18, 1994, as amended by that certain letter agreement
(the "First Amendment"), dated August 31, 1994 (the
"Purchase Agreement"), with respect to the sale by the
Seller and the purchase by the Purchaser of substantially
all of the assets and certain of the liabilities Related to
the Business (as defined in the Purchase Agreement); and
WHEREAS, the parties desire to further amend the
Purchase Agreement to incorporate certain agreements, all as
more specifically provided herein.
NOW, THEREFORE, in consideration of the mutual
covenants and undertakings contained herein, and subject to
and on the terms and conditions herein set forth, the
parties hereto agree as follows:
1.1 Amendment. Effective as of the date hereof, the
Purchase Agreement is hereby further amended as follows:
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(a) The definition of "Closing Statement"
contained in Section 1.2 of the Purchase Agreement is
hereby amended to add at the end of the first sentence
thereof the following:
"; and provided, further, that the Closing
Statement shall in any event include as a
liability the principal of and accrued interest on
the intercompany loans of Perkin-Elmer Metco GmbH,
Metco Iberica, S.A., Metco S.A., and Metco
Scandinavia A.B. as described on Exhibit A hereto
(collectively, the "Intercompany Loans")"
(b) The definition of "Estimated Purchase Price"
contained in Section 1.2 of the Purchase Agreement is
hereby amended to read in its entirety as follows:
"Estimated Purchase Price" means [material at
this point has been omitted pursuant to a request
for confidential treatment under the Freedom of
Information Act and has been filed separately with
the Securities and Exchange Commission]."
(c) The definition of "Excluded Liabilities"
contained in Section 1.2 of the Purchase Agreement is
hereby amended to delete clause (ix) thereof and to
substitute in lieu thereof the following:
"(ix) Except for the Intercompany Loans, all
obligations of the Seller or any Subsidiary to any
banks or to Seller and its affiliates with respect
to money borrowed; and"
(d) Section 2.2(a) of the Purchase Agreement is
hereby amended to read in its entirety as follows:
"(a) The Estimated Purchase Price, payable to
the Seller or its designees in immediately
available funds by wire transfer to bank accounts
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designated by the Seller (or other method mutually
acceptable to the Seller and the Purchaser) in the
amounts and currencies set forth on Exhibit B
hereto; and"
1.2 FTC Consent Order. The parties hereby agree that
the term "Consent Order" as used in the First Amendment
shall mean the consent order as approved by the Federal
Trade Commission (the "FTC") as reflected in the press
release of the FTC dated September 29, 1994.
1.3 First Amendment. The reference in the first
sentence of the second paragraph of the First Amendment to
the "net book value of the assets of the Division at
closing" means the "Closing Date Net Assets" as defined in
the Purchase Agreement.
1.4 Agreement in Full Force. Except as expressly
provided herein, the provisions of the Purchase Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above
written.
THE PERKIN-ELMER CORPORATION
By /s/ John B. McBennett
Name: John B. McBennett
Title: Corporate Controller
SULZER INC.
By /s/ Richard G. Rudolf
Name: Richard G. Rudolf
Title: Vice President
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By /s/ Thomas J. Kawczynski
Name: Thomas J. Kawczynski
Title: Attorney-in-Fact
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