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):
April 10, 1997
________________________________________
THERMO ECOTEK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-13572 04-3072335
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
245 Winter Street 02154
Waltham, Massachusetts (Zip Code)
(Address of principal
executive offices)
(617) 370-1500
(Registrant's telephone number
including area code)
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Item 7. Financial Statements, Pro Forma Combined Condensed
Financial Information and Exhibits
(a) Financial Statements of Business Acquired: Not
applicable.
(b) Pro Forma Combined Condensed Financial Information:
Not applicable.
(c) Exhibits
99. Thermo Ecotek Corporation Press Release dated
April 10, 1997.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On April 10, 1997, Thermo Ecotek Corporation (the "Company")
issued a press release to announce that it had entered into an
agreement to sell at par $50 million principal amount of 4-7/8%
convertible subordinated debentures due 2004 (the "Debentures").
A copy of such press release is attached hereto as Exhibit 99.
Of that amount, Debentures having an aggregate principal
amount of $19,710,000 were sold on April 15, 1997 without
registration under the Securities Act of 1933 (the "Securities
Act") in reliance on the exemption from registration provided by
Regulation S under the Securities Act (the "Reg. S Debentures").
The Reg. S Debentures were offered, sold and delivered only to
non-United States persons outside of the United States, its
territories and possessions. (The balance of the Debentures were
sold in the United States and/or to United States persons in
reliance on the exemptions from registration provided by Rule
144A and Regulation D under the Securities Act.)
The lead managers of the Debenture offering were Lehman
Brothers International (Europe) and Salomon Brothers Inc. The
total underwriting discounts and commissions applicable to the
Reg. S Debentures equaled $492,750, or 2.5% of the principal
amount thereof.
The debentures will be convertible into shares of the
Company's common stock at a price of $16.50 per share on or after
the later of (i) the expiration of the 40-day period that began
on April 15, 1997 and (ii) the effective date of a registration
statement to be filed by the Company registering the resale of
such shares of Common Stock under the Securities Act.
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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 thereunto duly authorized, on
this 16th day of April, 1997.
THERMO ECOTEK CORPORATION
By:/s/Jonathan W. Painter
-----------------------
Jonathan W. Painter
Treasurer
AA971050058
EXHIBIT 99
THERMO ECOTEK ANNOUNCES CONVERTIBLE
SUBORDINATED DEBENTURE OFFERING
WALTHAM, Mass., April 10, 1997 -- Thermo Ecotek Corporation
(ASE-TCK) today announced that it has entered into an agreement
to sell at par $50 million of 4 7/8% subordinated debentures due
2004. The debentures will be convertible into shares of common
stock at a price of $16.50. The debentures are guaranteed on a
subordinated basis by Thermo Electron Corporation (NYSE-TMO). The
debentures will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Act.
AA971050060
