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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 27, 1997
GTS DURATEK, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-14292 22-2476180
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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10100 Old Columbia Road, Columbia, Maryland 21046
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 312-5100
8955 Guilford Road, Columbia, Maryland 21046
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On January 27, 1997, GTS Duratek, Inc. (the "Company") signed a letter
of intent with Westinghouse Electric Corporation ("Westinghouse") to acquire
100% of the issued and outstanding stock of The Scientific Ecology Group, Inc.
("SEG") from Westinghouse for $28.0 million in cash and 156,986 shares of the
Company's Common Stock. The proposed acquisition is subject to the parties
entering into a mutually acceptable definitive purchase agreement, receipt of
required regulatory approvals and other customary conditions The Company
anticipates that it will be able to close the transaction by April 1997.
SEG, a wholly-owned subsidiary of Westinghouse based in Oak Ridge,
Tennessee, is the largest commercial radioactive waste processing company in the
United States, offering an extensive range of waste processing services and
technologies. SEG recently completed the sale of its interest in a joint venture
for the processing of commercial radioactive ion exchange resins and certain
assets related to that business. SEG's revenues for the year ended December 31,
1996 were approximately $105 million, excluding those revenues associated with
the assets previously sold.
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SIGNATURES
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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.
GTS Duratek, Inc.
/s/ Robert F. Shawver
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Robert F. Shawver
Executive Vice President
and Chief Financial Officer
Date: January 30, 1997
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EXHIBIT INDEX
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Exhibit Description Page No.
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99 Press Release issued by GTS Duratek, Inc. on January 28, 1997 4
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Exhibit 99
**** FOR IMMEDIATE RELEASE ****
Date: January 28, 1997 Contact: Robert E. Prince, President and CEO
Robert F. Shawver, Exec. V.P. and CFO
Diane R. Brown, Investor Relations
(410) 312-5100
Mimi Limbach - Westinghouse
(412) 642-3341
www.gtsduratek.com
GTS DURATEK TO ACQUIRE USA'S LARGEST
COMMERCIAL RADIOACTIVE WASTE PROCESSOR
COLUMBIA, Md. -- GTS Duratek, Inc. (Nasdaq: DRTK) today announced that it
has signed a letter of intent to acquire 100% of the stock of The Scientific
Ecology Group, Inc. (SEG) from Westinghouse Electric Corporation (NYSE: WX) for
$28.0 million in cash and 156,986 shares of GTS Duratek's Common Stock. The
proposed acquisition is subject to the parties entering into a mutually
acceptable definitive purchase agreement, certain regulatory approvals and other
customary conditions. GTS Duratek anticipates that it will be able to close the
transaction by April 1997.
SEG, a wholly-owned subsidiary of Westinghouse based in Oak Ridge,
Tennessee, is the largest commercial radioactive waste processing company in the
United States, offering an extensive range of waste processing services and
technologies. SEG recently completed the sale of its interest in a joint
venture for the processing of commercial radioactive ion exchange resins and
certain assets related to that business. SEG's revenues for the year ended
December 31, 1996 were approximately $105 million, excluding those revenues
associated with the assets previously sold.
(more)
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GTS Duratek Reaches Preliminary Agreement to Acquire SEG - Page 2
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Robert E. Prince, GTS Duratek's President and Chief Executive Officer,
said, "We view this as a great opportunity. SEG's well-established, commercial-
scale radioactive waste processing facilities and technologies, as well as its
related services, both complement and significantly expand on GTS Duratek's
capabilities."
Robert F. Shawver, GTS Duratek's Executive Vice President and Chief
Financial Officer, added, "Acquiring SEG will significantly increase GTS
Duratek's revenue base which will enhance the combined companys' ability to
operate more efficiently and effectively in the markets that they jointly
serve."
Carlo Caso, Westinghouse's General Manager of Special Operations said, "We
are selling SEG because it is no longer a part of our business strategy. We
worked hard to position SEG for a great future and we believe that the fit with
GTS Duratek will enhance the future for SEG, its employees and the Oak Ridge
community."
GTS Duratek is an environmental technology and services firm that converts
radioactive and hazardous waste into environmentally safe forms using
vitrification (conversion to glass) and other technologies.
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