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):
June 3, 1998
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THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street
Waltham, Massachusetts 02254
Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
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Item 5. Other Events
On June 3, 1998, Thermedics Inc. ("Thermedics"), a majority-owned
subsidiary of Thermo Electron Corporation (the "Company"), issued a press
release, attached hereto as Exhibit 99.1, to announce its plan to conduct an
exchange offer with the existing holders of its Non-Interest Bearing Convertible
Subordinated Debentures due 2003 (the "Exchanged Debentures"), pursuant to which
such holders would receive a new convertible subordinated debenture containing
different terms. The new debentures would be guaranteed, on a subordinated
basis, by the Company, as were the Exchanged Debentures.
On June 3, 1998, Thermo Power Corporation ("Thermo Power"), a
majority-owned subsidiary of the Company, issued a press release, attached
hereto as Exhibit 99.2, to announce its intent to issue $150 to $200 million of
its senior debt securities. The Company will provide a senior guarantee of the
payment of such debt securities.
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
99.1 Press Release of Thermedics, dated June 3,
1998
99.2 Press Release of Thermo Power, dated June 3,
1998
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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 4th day of June, 1998.
THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
Melissa F. Riordan
Treasurer
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EXHIBIT 99.1
THERMEDICS PLANS TO CONDUCT EXCHANGE OFFER WITH
EXISTING HOLDERS OF NON-INTEREST-BEARING CONVERTIBLE SUBORDINATED DEBENTURES
WOBURN, Mass., June 3, 1998 -- Thermedics Inc. (ASE-TMD) announced
today that it plans to conduct an exchange offer with the existing holders of
its non-interest-bearing convertible subordinated debentures due 2003, pursuant
to which such holders will receive a new convertible subordinated debenture
bearing interest at the rate of 2 7/8 percent per year. In addition to new
semiannual interest payments, the new debentures will convert at a 15 percent
premium over the average price of the common stock for a 10-day period prior to
the closing.
For every $1,000 principal amount of old debentures submitted for
exchange, holders will receive approximately $730 principal amount of new
debentures. Accordingly, at the maturity date of the new debentures, holders who
elect to exchange their old debentures will receive less in principal amount
than they would have had such holders retained their old debentures. The
maturity date for the new debentures will be June 1, 2003, the same maturity
date as the existing non-interest-bearing debentures.
The debentures to be issued in the exchange offer will not be
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
<PAGE>
EXHIBIT 99.2
THERMO POWER INTENDS TO CONDUCT
OFFERING OF SENIOR DEBT SECURITIES
WALTHAM, Mass., June 3, 1998 -- Thermo Power Corporation (ASE-THP)
announced today that it intends to conduct an offering of $150 to $200 million
of senior debt securities with an expected maturity of seven to 12 years. This
will be the first time ever that a Thermo Electron company has issued straight
debt. The terms, conditions, and manner of any such offering will be determined
by the company at the time of the offering. Thermo Electron Corporation
(NYSE-TMO), which owns approximately 72 percent of the company's common stock,
will provide a senior guarantee of the payment of such debt securities.
The net proceeds from the offering would be used primarily to repay
indebtedness to Thermo Electron incurred in connection with Thermo Power's
November 1997 acquisition of Peek plc.
The notes to be issued in such offering 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 registration requirements.
The company expects that, shortly after the offering of the notes, it will
conduct an offer to exchange such notes for equivalent notes registered under
the Securities Act, as amended. Any subsequent registered exchange offer for
such notes would be made only by means of a prospectus.
