RAYTHEON CO
8-K, 1997-09-23
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                                                   STRICTLY CONFIDENTIAL
                                                   WLR&K DRAFT:  9/19/97














                        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 10, 1997

                              RAYTHEON COMPANY                     
              (Exact name of registrant as specified in its charter)


                 Delaware             1-2833             04-1760395  
         (State of Incorporation) (Commission File    (IRS Employer
                                      Number)          Identification
                                                         Number)
                    141 Spring Street
                 Lexington, Massachusetts                  02173    
         (Address of principal executive offices)         (Zip Code)


         Registrant's telephone number, including area code:(781)862-
         6600<PAGE>





         ITEM 5.  OTHER EVENTS          

                   On September 10, 1997, the Registrant ("Raytheon")
         completed the sale of the home appliance, heating and air
         conditioning, and commercial cooking segments (the "Acquired
         Business") of the Raytheon Appliance Group (the "Appliance
         Group") to Goodman Manufacturing Company, L.P. ("Goodman") for
         aggregate consideration of $550 million, in cash, subject to
         adjustment for certain changes in the net working capital of
         the Acquired Business between December 31, 1996 and the closing
         date of the transaction.  In addition, Raytheon has realized
         approximately $200 million from the sale of Appliance Group
         receivables.  Raytheon will retain the commercial laundry and
         electronic controls segments of the Appliance Group. 

                   In connection with closing the transaction, Raytheon
         issued a press release on September 10, 1997, a copy of which
         is attached hereto as Exhibit 99.1 and is specifically
         incorporated herein by reference.<PAGE>





         ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS

                   (c)   The following exhibits are filed as part of
         this report:



                   99.1  Press release, dated September 10, 1997.<PAGE>





                                    SIGNATURE



                   Pursuant to the requirements of Section 12 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.


         Dated:  September 23, 1997


                                       RAYTHEON COMPANY


                                       By   __________________________
                                            Thomas D. Hyde
                                            Vice President and 
                                            General Counsel<PAGE>





                                  EXHIBIT INDEX


         Exhibit
         Number         Description



         99.1           Press release, dated September 10, 1997.<PAGE>





                                    SIGNATURE



                   Pursuant to the requirements of Section 12 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.


         Dated:  September   , 1997


                                       RAYTHEON COMPANY


                                       By   __________________________
                                            Christoph L. Hoffmann
                                            Executive Vice President and 
                                            Secretary





                                


                                                   STRICTLY CONFIDENTIAL
                                                   WLR&K DRAFT:  9/19/97




                                  RAYTHEON
                                            Exhibit 99.1
                                            News Release


         FOR IMMEDIATE RELEASE

         CONTACTS:

         Robert S. McWade                   Barry H. French
         C-2401  9/10/97                    (617) 860-2173
         (617) 860-2846
         http://www.raytheon.com

         RAYTHEON CLOSES APPLIANCE GROUP SALE

         LEXINGTON, Mass., (September 10, 1997) -- Raytheon Company
         announced today that it has completed the sale of segments of
         the Raytheon Appliance Group to Goodman Manufacturing Company,
         L.P. of Houston, Texas.

         Raytheon announced on July 14th that it would realize a total
         value of $750 million from Appliance Group transactions.  This
         consists of $550 million in cash from Goodman for the sale of
         the home appliance, heating and air conditioning, and
         commercial cooking segments of the Raytheon Appliance Group, as
         well as $200 million from the sale of Appliance Group
         receivables.

         Raytheon has retained the commercial laundry and electronic
         controls segments of the Raytheon Appliance Group.  Raytheon is
         a market leader in commercial laundry.  In 1996, these two
         segments combined accounted for approximately 20 percent of
         revenues and 50 percent of profits for the Raytheon Appliance
         Group.  Raytheon is continuing its strategic evaluation of
         these two businesses.

         Raytheon Company, headquartered in Lexington, Mass., is a $14.0
         billion global technology leader which operates in four
         business areas:  commercial and defense electronics,
         engineering and construction, aircraft and appliances.
         Raytheon celebrates its 75th anniversary this year.

                                       ###


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