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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):
July 10, 1997
________________________________________
THERMO FIBERTEK INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-11406 52-1762325
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Combined Condensed Financial Information: not
applicable.
(c) Exhibits
99.1 Press Release of the Company, dated July 10, 1997
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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On July 10, 1997, Thermo Fibertek Inc. (the "Company") issued a press
release to announce that it had entered into an agreement to sell at par
$150 million principal amount of 4-1/2% convertible subordinated debentures
due 2004 (the "Debentures"). (Such press release is attached hereto as
Exhibit 99.1.)
Of that amount, Debentures having an aggregate principal amount of
$36,100,000 were sold on July 16, 1997 without registration under the
Securities Act of 1933 (the "Securities Act") in reliance on the exemption
from registration provided by Regulation S under the Securities Act (the
"Reg. S Debentures"). The Reg. S Debentures were offered, sold and
delivered only to non-United States persons outside of the United States,
its territories and possessions. (The balance of the Debentures
($116,900,000 principal amount, including $3,000,000 principal amount sold
to cover over-allotments) were sold in the United States and/or to United
States persons in reliance on the exemption from registration provided by
Rule 144A under the Securities Act.)
The managers of the Debenture offering were Lehman Brothers
International (Europe), Salomon Brothers Inc. and Smith Barney Inc. The
total underwriting discounts and commissions applicable to the Reg. S
Debentures equaled $722,000, or 2.0% of the principal amount thereof.
The Debentures will be convertible into shares of the Company's common
stock at a price of $12.10 per share on or after the later of (i) the
expiration of the 40-day period that began on July 16, 1997 and (ii) the
effective date of a registration statement to be filed by the Company
registering the resale of such shares of Common Stock under the Securities
Act.
PAGE
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 thereunto duly authorized, on this 16th day of July, 1997.
THERMO FIBERTEK INC.
By: /s/ Melissa F. Riordan
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Melissa F. Riordan
Treasurer
AA971890041
EXHIBIT 99
THERMO FIBERTEK ANNOUNCES CONVERTIBLE
SUBORDINATED DEBENTURE OFFERING
WALTHAM, Mass., July 10, 1997 -- Thermo Fibertek Inc.
(ASE-TFT) today announced that it has entered into an agreement
to sell at par $150 million of 4-1/2 percent subordinated
debentures due 2004. The debentures will be convertible into
shares of common stock at a price of $12.10. The debentures are
guaranteed on a subordinated basis by Thermo Electron Corporation
(NYSE-TMO). The debentures 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
the registration requirements of the Act.
AA971890035