RAYCHEM CORP
8-K, 1999-07-19
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  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): July 15, 1999


                                 RAYCHEM CORPORATION
               --------------------------------------------------------
                (Exact Name of Registrant as Specified in its Charter)

      DELAWARE                     2-15299               94-1369731
   ---------------             ----------------      ------------------
   (State or Other             (Commission File       (I.R.S. Employer
   Jurisdiction of                 Number)          Identification Number)
   Incorporation)

                                300 Constitution Drive
                             Menlo Park, California 94025
                                    (650) 361-3333
               --------------------------------------------------------
                (Addresses, including zip code, and telephone numbers,
                 including area code, of principal executive offices)


                                         NONE
                             --------------------------------
            (Former Name or Former Address, if changed since last report)


<PAGE>

ITEM 5.   OTHER EVENTS.

     Reference is made to the press release issued to the public by the
Registrant on July 15, 1999, the text of which is attached hereto as Exhibit
99.1, for a description of the events reported pursuant to this Form 8-K.

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  EXHIBITS.

          99.1 Text of press release dated July 15, 1999.



                                      2

<PAGE>

                                  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.

                                     RAYCHEM CORPORATION


DATE: July 19, 1999                      By: /s/ Karen O. Cottle
                                        -------------------------------------
                                         Name:     Karen O. Cottle
                                         Title:    Vice President, General
                                                   Counsel and Secretary





                                     3

<PAGE>

                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT   DESCRIPTION                                                          PAGE
- -------   -----------                                                          ----
<C>       <S>                                                                  <C>
99.1      Text of press release dated July 15, 1999

</TABLE>



<PAGE>
                                                                   EXHIBIT 99.1

                RAYCHEM ANNOUNCES FISCAL FOURTH QUARTER REVENUES

MENLO PARK, Calif.---(BUSINESS WIRE)--July 15, 1999--Raychem Corporation
(NYSE:RYC-NEWS) announced today that revenues for the fourth quarter of
fiscal year 1999 were $448 million, up four percent in both constant currency
and reported terms from the prior year's fourth quarter.  Revenues for the
year were $1.8 billion, essentially level with the prior year.

During the quarter, the company incurred approximately $23 million in costs
related to the previously announced restructuring and the company's pending
merger with Tyco International Ltd. Excluding these charges, the company's
annual results were in line with the forecasts in the proxy statement mailed
to Raychem's stockholders earlier this week in connection with the pending
merger.

A special Raychem stockholders meeting to vote on the merger is scheduled for
August 12, 1999.  Subject to the requisite regulatory and stockholder
approvals being obtained, the transaction is currently expected to close on
or about that date.

Raychem also announced its regular quarterly dividend of $0.09 per share,
payable on September 15, 1999, to stockholders of record as of August 18,
1999.  The quarterly dividend, however, will not be paid if the proposed
merger is completed before the dividend payment date.

Forward-Looking Statements:

This press release contains forward-looking statements, including statements
made relating to the timing of Raychem's pending merger with Tyco.  Actual
events may differ materially from those anticipated due to a variety of
factors including the timing of approvals necessary for the merger to proceed
and the merger transaction closing date.  Additional risk factors are
described in the company's filings with the SEC.  The company does not
undertake an obligation to update its forward looking statements to reflect
future events or circumstances.

Raychem Corporation of Menlo Park, California, is an international company
with approximately 9,500 employees in 49 countries and revenues of $1.8
billion in fiscal 1999.  The company utilizes expertise in materials science,
electronics, and process engineering to develop, manufacture, and market
high-performance products for electronics OEM businesses, telecommunications
and energy networks, and the commercial and industrial infrastructure.  More
information on Raychem is available at www.raychem.com.  Contact Raychem's
Information Hotline: 888/268-NEWS (6397) or 650/361-NEWS (6397).

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

CONTACT:

Raychem Corp.
Scott F. Wylie, 650/361-7855
[email protected]


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