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 5, 1999
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THERMORETEC CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-12636 59-3203761
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
Damonmill Square
9 Pond Lane, Suite 5A
Concord, Massachusetts 01742-2851
(Address of principal executive offices) (Zip Code)
(978) 371-3200
(Registrant's telephone number
including area code)
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Item 5. Other Events
On May 5, 1999, Thermo Electron Corporation ("Thermo Electron"), the
Registrant's ultimate parent corporation, announced modifications to its
previously announced plan to merge the Registrant, along with The Randers Killam
Group Inc. ("Randers"), a majority-owned, publicly traded subsidiary of Thermo
TerraTech Inc. ("TerraTech"), the Registrant's parent corporation, into
TerraTech. Thermo Electron announced that, under the modified plan, each of the
Registrant, Randers, and TerraTech would be merged into and become wholly owned
subsidiaries of Thermo Electron. Public shareholders of each of the Registrant,
Randers, and TerraTech would receive shares of common stock of Thermo Electron
in exchange for their shares of the common stock of the Registrant, Randers, and
TerraTech, respectively.
The completion of these transactions is subject to numerous conditions,
including the establishment of prices and exchange ratios, confirmation of
anticipated tax consequences, approval by the directors of each of the
Registrant, Randers, and TerraTech, including the independent directors of such
companies, negotiation and execution of definitive purchase and sale or merger
agreements, clearance by the Securities and Exchange Commission of a
registration statement and proxy materials regarding the proposed transactions,
and, where appropriate, receipt of fairness opinions from investment banking
firms.
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 12th day of May, 1999.
THERMORETEC CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
