THERMO TERRATECH INC
8-K, 1999-05-25
TESTING LABORATORIES
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                       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):

                                  May 24, 1999

                    ----------------------------------------


                              THERMO TERRATECH INC.
             (Exact name of Registrant as specified in its charter)


Delaware                        1-9549                    04-2925807
(State or other               (Commission              (I.R.S. Employer
jurisdiction of               File Number)             Identification Number)
incorporation or
organization)


45 First Avenue
Waltham, Massachusetts                                        02451
(Address of principal executive offices)                    (Zip Code)


                                 (781) 622-1000
                         (Registrant's telephone number
                              including area code)

<PAGE>


This Form 8-K contains forward-looking statements that involve a number of risks
and  uncertainties.  Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are set forth
under the heading "Forward-looking Statements" in Exhibit 13 to Thermo TerraTech
Inc.'s  Annual  Report  on Form 10-K for the year  ended  April 4,  1998.  These
include risks and  uncertainties  relating to:  dependence  of the  Registrant's
businesses on  environmental  regulation  and on sales to  government  entities;
potential  environmental,   regulatory,  and  professional  liability;   intense
competition;  development and commercialization of technology; dependence on the
availability of certain raw materials; possible obsolescence of the Registrant's
services due to technological  change; the Registrant's  acquisition and spinout
strategies;  the  availability  of  government  funding;  the effect of seasonal
influences on the Registrant's performance; and the potential impact of the year
2000 on processing date-sensitive information.

Item 5.     Other Events

      On May 24, 1999, the Registrant  issued a press release  regarding certain
pretax restructuring and other charges that will be taken by the Registrant.

      The press release  stated that the  Registrant  will record pretax charges
totaling  approximately  $65 million,  primarily in the first  quarter of fiscal
2000, which ends July 3, 1999. These charges will be recorded as a result of the
Registrant's  proposed  sale of  various  businesses.  The  Registrant's  Thermo
EuroTech N.V. subsidiary intends to sell its used-oil processing operations. The
Registrant's  The  Randers  Killam  Group  Inc.  subsidiary  plans to sell three
operating units: BAC Killam, the Randers division,  and E3-Killam.  In addition,
the Registrant's ThermoRetec Corporation subsidiary announced its intent to sell
certain soil-recycling facilities.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

      (a)    Financial Statements of Business Acquired: not
            applicable.

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits: not applicable.

<PAGE>

                                    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, thereunto duly authorized, on this 25th day of May, 1999.



                                        THERMO TERRATECH INC.


                                        By:  /s/ Theo Melas-Kyriazi
                                             Theo Melas-Kyriazi
                                             Chief Financial Officer






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