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
March 8, 1999
Date of Report (Date of earliest event reported)
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 No.) Identification No.)
761 Main Avenue
Norwalk, Connecticut 06859-0001
(Address of Principal Executive Offices, Including Zip Code)
(203) 762-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On March 8, 1999, The Perkin-Elmer Corporation (the
"Corporation") issued a press release in which it announced
that it had entered into a definitive agreement to sell its
Analytical Instruments Division to EG&G, Inc. ("EG&G") for
$425 million. The consideration to be received by the
Corporation will include $275 million in cash and $150
million in EG&G debt bearing a 5 percent coupon and having a
one-year maturity. The Corporation also announced that it
intends to change its name to PE Corporation and will
transfer rights to the "Perkin-Elmer" brand name to EG&G.
Both companies' boards of directors have approved the
transaction, which is not subject to conditions relating to
financing. Its completion is subject to regulatory approval
and other normal closing conditions.
A copy of the Corporation's press release is attached
hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
The following exhibit is filed with this report.
Exhibit No. Description
99. Press Release dated March 8,1999.
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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.
THE PERKIN-ELMER
CORPORATION
By: /s/ William B. Sawch
William B. Sawch
Senior Vice President, General Counsel
and Secretary
Dated: March 16, 1999
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PERKIN ELMER NEWS RELEASE
Contact: Investors: The Perkin-Elmer Corporation
Edward Bloch 761 Main Avenue
203.761.5248 Norwalk, Connecticut 06859-0310
(203) 762-1000
Media:
Merle Spiegel
203.761.5292
For Immediate Release
PERKIN-ELMER AGREES TO SELL ITS ANALYTICAL INSTRUMENTS DIVISION
TO EG&G, INC. FOR $425 MILLION
NORWALK, CT, March 8, 1999 - Perkin-Elmer (NYSE:PKN) announced
today that it has entered into a definitive agreement to sell
its Analytical Instruments Division to EG&G, Inc. (NYSE:EGG)
for $425 million. The consideration to be received by the
Company will include $275 million in cash and $150 million in
EG&G debt, bearing a 5 percent coupon and having a one-year
maturity. Perkin-Elmer had earlier announced its decision to
sell Analytical Instruments in order to concentrate on
enhancing its position as the leading supplier of products,
services, and information in the life sciences. Consistent
with this strategic focus, the Company announced that it
intends to change its name to PE Corporation and will transfer
rights to the "Perkin-Elmer" brand name to EG&G.
Subject to limited exceptions, the agreement calls for both the
assets and operating liabilities of the Analytical Instruments
Division to be transferred to EG&G. Certain pension and other
long-term liabilities will be assumed by EG&G, and PE will
retain its Connecticut real estate - some of which will be
leased to EG&G for Analytical Instrument operations. The
Company will also retain PE Nelson, the information management
unit of Analytical Instruments, as part of the PE Biosystems
Group. Adjusting for PE Nelson, annual revenues of the
Analytical Instruments Division were approximately $569 million
in calendar year 1998.
Both companies' Boards of Directors have approved the
transaction, which is not subject to conditions related to
financing. Its completion is subject to regulatory approval
and other normal closing conditions.
"We set out three years ago to transform the Company into the
preeminent supplier of genetic products, services and
information to emerging life sciences markets such as molecular
medicine, agriculture, and forensics," reflected Tony L. White,
Perkin-Elmer's chairman, president and chief executive officer.
"The sale of Analytical Instruments marks a significant
milestone in that transformation. We have now redefined the
Company and are prepared to move even more quickly to reshape
the landscape in genetics-based life sciences markets. Our
goal is to accelerate the shift of genetic analysis from
academia to more robust commercial applications and, by doing
so, expand our opportunities for profitable growth."
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Following the sale of Analytical Instruments, PE Corporation
will be comprised of two operating divisions, both focused on
the life sciences market. PE Biosystems, with revenues that
are expected to exceed $1 billion this year, supplies
instrument systems, reagents, software, and related services to
the life science industry and research community. Celera
Genomics, formed in 1998, intends to become the definitive
source of genomic and related medical information.
Headquartered in Connecticut, Perkin-Elmer had revenues of more
than $1.5 billion in fiscal 1998 and employs more than 7,000
people worldwide, 3,100 of them in the Analytical Instruments
Division. Information about Perkin-Elmer is available on the
World Wide Web at http://www.perkin-elmer.com or by phoning
(800) 762-6923.
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 other industrial
customers. Based in Wellesley, Massachusetts, EG&G has annual
sales of approximately $1.4 billion and more than 13,000
employees worldwide.
Certain statements in this press release are forward-looking.
These may be identified by the use of forward-looking words or
phrases such as "believe," "expect," "anticipate," "should,"
"planned," "estimated," and "potential," among others. These
forward-looking statements are based on Perkin-Elmer's current
expectations. The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for such forward-looking
statements. In order to comply with the terms of the safe
harbor, Perkin-Elmer notes that a variety of factors could
cause actual results and experience to differ materially from
the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that
may affect the operations, performance, development, and
results of Perkin-Elmer's businesses include but are not
limited to (1) dependence on new products; (2) sales dependent
on customers' capital spending policies and government-
sponsored research; (3) claims for patent infringement; (4)
significant overseas operations; (5) future growth strategy;
(6) Year 2000; (7) earthquakes; and (8) other factors that
might be described from time to time in Perkin-Elmer's filings
with the Securities and Exchange Commission.
PRC-5535
3/8/99
