SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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)
incorporation or
organization)
245 Winter Street
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
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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 Ecotek
Corporation's Annual Report on Form 10-K for the year ended October 3, 1998, as
amended. These include risks and uncertainties relating to: transition of
business focus, the Registrant's acquisition strategy, government regulation and
approvals, project development and operations, access to capital, use of
potential tax credits, community support, the impact of competition, increased
fuel prices and reduced availability of fuel, international operations, the
clean-fuels business, the biopesticides business, dependence on utility
customers, 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 stating that its
parent corporation, Thermo Electron Corporation ("Thermo Electron"), has
proposed the merger of the Registrant into Thermo Electron. The Registrant would
become a wholly owned subsidiary of Thermo Electron. Public shareholders of the
Registrant would receive shares of the common stock, $1.00 par value per share,
of Thermo Electron in exchange for their shares of the common stock of the
Registrant.
This proposal is subject to numerous conditions, including establishment
of a price and exchange ratio, confirmation of anticipated tax consequences,
approval by the board of directors of the Registrant (including its independent
directors), negotiation and execution of a definitive merger agreement,
completion of review by the Securities and Exchange Commission of certain
required filings regarding the proposed transaction, and receipt of a fairness
opinion from an investment banking firm.
In addition, the Registrant announced that it will record pretax
restructuring and other charges totaling approximately $125 million,
substantially all of which will be taken in the third fiscal quarter, which ends
July 3, 1999. These charges primarily relate to the Registrant's decision to
hold for sale its investment in the K-Fuel facility located near Gillette,
Wyoming, and to terminate its existing power purchase agreement relating to its
Delano, California biomass facility.
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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.
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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 ECOTEK CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
