RAYTHEON CO
8-K, 1997-07-23
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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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):  July 11, 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:  (617) 862-6600<PAGE>



         Item 5.         OTHER EVENTS

                   On July 11, 1997, the Registrant ("Raytheon") entered
         into an agreement to sell three of the five business segments
         of the Raytheon Appliance Group (the "Appliance Group") to
         Goodman Manufacturing Company, L.P. ("Goodman").  Pursuant to
         the terms of the agreement, Goodman will purchase the home
         appliance, heating and air conditioning, and commercial cooking
         segments of the Appliance Group (the "Acquired Business"), and
         Raytheon will retain the commercial laundry and electronic
         controls segments.  The consideration to be paid to Raytheon in
         connection with the Merger is $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.

                   In connection with entering into the transaction,
         Raytheon issued a press release on July 14, 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 July 14, 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:  July 22, 1997


                                            RAYTHEON COMPANY


                                            By  /s/ Christoph L. Hoffmann
                                                _________________________
                                                Christoph L. Hoffmann
                                                Executive Vice President 
                                                and Secretary<PAGE>





                                  EXHIBIT INDEX


         Exhibit
         Number         Description



         99.1           Press release, dated July 14, 1997.









                                                          Exhibit 99.1


         [Letterhead of Raytheon Company]



                                                    RAYTHEON

                                                          ______________
                                                          News Release

                                            Bob McWade
                                            C-2394  7/14/97
                                            (617) 860-2846
                                            http://www.raytheon.com


         RAYTHEON TO SELL PARTS OF APPLIANCE GROUP FOR $750
         MILLION


                   LEXINGTON, Mass., (July 14, 1997) -- Raytheon Company

         announced today that it has signed an agreement to sell the

         home appliance; heating and air conditioning, and commercial

         cooking segments of the Raytheon Appliance Group to Goodman

         Holding Company of Houston, Texas.


                   To maximize shareholder value, Raytheon will retain

         its commercial laundry business as well as the electronic

         controls segment of the Raytheon Appliance Group.  Raytheon is

         a market leader in the commercial laundry industry, and, in

         1996 these two business segments combined accounted for

         approximately 20 percent of revenues and 50 percent of profits

         for the Raytheon Appliance Group.  Raytheon is continuing its

         strategic assessment of these two businesses.


                   Cumulatively, Raytheon will realize a total value of

         $750 million from transactions negotiated to date.  This

         consists of $550 million in cash from Goodman and $200 million

         realized from the sale of Appliance Group receivables.


                   The sale is subject only to U.S. government approval.

         Raytheon expects to complete the sale in the third quarter.


                                      -more-<PAGE>


         C-2394
         Page 2



                   Goodman Holding Company is privately held and owns

         several businesses, including Goodman Manufacturing Company, a

         major participant in the heating and air conditioning business.


                   Raytheon Company, headquartered in Lexington, Mass.,

         is a $12.3 billion international high technology company which

         operates in four business areas:  commercial and defense

         electronics, engineering and construction, aircraft and major

         appliances.  Raytheon celebrates its 75th anniversary this

         year.

                                      -end-


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