THERMO ELECTRON CORP
8-K, 1998-09-30
MEASURING & CONTROLLING DEVICES, NEC
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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):

                               September 29, 1998

                   ----------------------------------------


                           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, P.O. Box 9046
Waltham, Massachusetts                                           02454-9046
(Address of principal executive offices)                         (Zip Code)


                                 (781) 622-1000
                         (Registrant's telephone number
                              including area code)


<PAGE>

      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
Electron  Corporation's  annual  report on Form 10-K,  as amended,  for the year
ended January 3, 1998. These include risks and uncertainties relating to: Thermo
Electron   Corporation's  spinout  and  acquisition   strategies,   competition,
international operations, technological change, possible changes in governmental
regulations,  regulatory approval requirements,  capital spending and government
funding policies,  dependence on intellectual property rights, and the potential
impact of the year 2000 on processing date-sensitive information.

Item 5.     Other Events

      On September 29, 1998,  Thermo Electron  Corporation  ("Thermo  Electron")
issued a press release  announcing that it will incur  approximately $53 million
of pretax  restructuring and other charges in the third quarter,  ending October
3, 1998. These charges will reduce third quarter 1998 diluted earnings per share
by approximately  $.17. Thermo Electron estimates that these actions will result
in 1999 operating savings totaling  approximately $30 million.  The charges will
be recorded by the following public subsidiaries of Thermo Electron:

            1. Thermo  Instrument  Systems Inc. - a total of  approximately  $28
      million in charges  affecting  seven of its  subsidiaries,  primarily  for
      severance  expenses  incurred  with a  reduction  in  Thermo  Instrument's
      overall workforce by approximately seven percent;

            2. ThermoTrex  Corporation - approximately $15 million in write-offs
      at its ThermoLase  Corporation subsidiary to close three domestic spas and
      one spa in France, along with write-offs of certain tax assets,  primarily
      loss carryforwards; and

            3. Thermo TerraTech Inc. - approximately  $10 million in write-offs,
      primarily at its ThermoRetec Corporation subsidiary  (formerly Thermo 
      Remediation Inc.) to close two soil-recycling facilities.

      In addition, on September 29, 1998, Thermo Electron issued a press release
announcing  that it has named  Arvin H.  Smith  president  of  Thermo  Electron,
effective immediately.

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.



<PAGE>




                                    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 29th day of September, 1998.



                                          THERMO ELECTRON CORPORATION


                                          By:   /s/ Kenneth J. Apicerno
                                                Kenneth J. Apicerno
                                                Treasurer












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