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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): December 16, 1999
THERMATRIX INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-20819 94-2958515
- ---------------------------------- ---------------------------- -------------------------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
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308 North Peters Road, Suite 100
Knoxville, Tennessee 37922
(Address of principal executive offices, including zip code)
(423) 539-9603
(Registrant's telephone number, including area code)
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Item 5. Appointment of Administrative Receiver for Subsidiaries in the United
Kingdom
On December 3, 1999 Thermatrix Inc. announced that it had not met the scheduled
repayment date for a $5.7 million debt due to affiliates of Wexford Management
LLC related to the acquisition of Wahlco Environmental Systems, Inc. in January
of 1999. The Company stated it was in discussions with Wexford Management LLC,
as agent for the lenders, to reach agreement on a timely plan for the repayment
of the debt.
On December 15, 1999, during on going discussions and without consulting
Thermatrix, Wexford appointed representatives of Deloitte & Touche of Leeds,
England to be administrative receivers for Pentney Engineering Ltd., Wahlco
Engineered Products Ltd., Wahlco Engineered Products Group Ltd., WES Property
Ltd., Teddington Bellows Ltd., Teddington Bellows (Holdings) Ltd., Treste Plant
Hire, Ltd. and Thermatrix Ltd. This group of companies together representing
all the wholly or indirectly owned subsidiaries of Thermatrix Inc. currently
operating in the United Kingdom. The administrative receivers are charged with
devising and executing a plan to repay the $5.7 million of debt. Their
activities are confined solely to UK entities and assets.
The Company has provided details of its on going discussions with Wexford
Management LLC to the administrative receivers and is cooperating fully with
them in order to achieve the complete discharge of the debt to Wexford
Management LLC while preserving the integrity of its business.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
5-1 Instrument of Appointment of Administrative Receivers - Thermatrix Ltd.
5-2 Instrument of Appointment of Administrative Receivers - Wahlco Engineered
Products Group, Ltd.
5-3 Instrument of Appointment of Administrative Receivers - Teddington
Bellows Ltd.
5-4 Instrument of Appointment of Administrative Receivers - Teddington
Bellows (Holdings) Ltd.
5-5 Instruments of Appointment of Administrative Receivers - Treste Plant
Hire Ltd.
5-6 Instruments of Appointment of Administrative Receivers - Wahlco
Engineered Products Ltd.
5-7 Instruments of Appointment of Administrative Receivers - Pentney
Engineering Ltd.
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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 hereunto duly authorized.
THERMATRIX INC.
Dated: December 16, 1999 By: /s/ Daniel S. Tedone
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Daniel S. Tedone, Executive
Vice President and Chief Financial
Officer
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Exhibit 5-1
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Thermatrix Limited (Company
Number 2847272) comprised and charges to us by the said debenture so that the
said administrative receivers may exercise all the powers conferred by the said
debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-2
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Wahlco Engineered Products
Group Limited (Company Number 2625927) comprised and charges to us by the said
debenture so that the said administrative receivers may exercise all the powers
conferred by the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-3
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Teddington Bellows Limited
(Company Number 2139069) comprised and charges to us by the said debenture so
that the said administrative receivers may exercise all the powers conferred by
the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-4
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Teddington Bellows
(Holdings) Limited (Company Number 830610) comprised and charges to us by the
said debenture so that the said administrative receivers may exercise all the
powers conferred by the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-5
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Treste Plant Hire Limited
(Company Number 2631345) comprised and charges to us by the said debenture so
that the said administrative receivers may exercise all the powers conferred by
the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-6
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Wahlco Engineered Products
Limited (Company Number 526365) comprised and charges to us by the said
debenture so that the said administrative receivers may exercise all the powers
conferred by the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
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Exhibit 5-7
INSTRUMENT OF APPOINTMENT OF ADMINISTRATIVE RECEIVERS
We, Wexford Management LLC, as agents for Wexford Capital Partners II, L.P.,
Wexford Partners I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
Situations 1996 Institutional, L.P., Wexford Special Situations 1996 Limited and
Wexford-Euris Special Situations 1996, L.P. ("Lenders") under and in accordance
with the provisions of a debenture dated 25 February 1999
Hereby appoint Angus Matthew Martin and Ian Brown of Deloitte & Touche,
chartered accountants of 10/12 East Parade, Leeds, LS1 2AJ to be administrative
receivers of the undertaking, property and assets of Pentney Engineering Limited
(Company Number 2625925) comprised and charges to us by the said debenture so
that the said administrative receivers may exercise all the powers conferred by
the said debenture.
Any act required or authorized to be done by the administrative receivers is to
be done by any one or more of the administrative receivers for the time being
holding office.
For and on behalf of Wexford Management LLC
Dated the 15/th/ day of December 1999 /S/ Arthur H. Amron, General Counsel
