-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C1oDCntlxhzk7wrnVLGDvOxqV1Dpn9QH7NIwKWjY3ygmr2HcmINVmCrYWt3fX53o Mzg4HaGuHRjCIbPbBbGzTg== 0000950109-97-000627.txt : 19970203 0000950109-97-000627.hdr.sgml : 19970203 ACCESSION NUMBER: 0000950109-97-000627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970127 ITEM INFORMATION: Other events FILED AS OF DATE: 19970131 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTS DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 222476180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14292 FILM NUMBER: 97515575 BUSINESS ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 2: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 27, 1997 GTS DURATEK, INC. (Exact Name of Registrant as Specified in Charter)
Delaware 0-14292 22-2476180 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
10100 Old Columbia Road, Columbia, Maryland 21046 (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code (410) 312-5100 8955 Guilford Road, Columbia, Maryland 21046 (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On January 27, 1997, GTS Duratek, Inc. (the "Company") signed a letter of intent with Westinghouse Electric Corporation ("Westinghouse") to acquire 100% of the issued and outstanding stock of The Scientific Ecology Group, Inc. ("SEG") from Westinghouse for $28.0 million in cash and 156,986 shares of the Company's Common Stock. The proposed acquisition is subject to the parties entering into a mutually acceptable definitive purchase agreement, receipt of required regulatory approvals and other customary conditions The Company anticipates that it will be able to close the transaction by April 1997. SEG, a wholly-owned subsidiary of Westinghouse based in Oak Ridge, Tennessee, is the largest commercial radioactive waste processing company in the United States, offering an extensive range of waste processing services and technologies. SEG recently completed the sale of its interest in a joint venture for the processing of commercial radioactive ion exchange resins and certain assets related to that business. SEG's revenues for the year ended December 31, 1996 were approximately $105 million, excluding those revenues associated with the assets previously sold. - 1 - 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. GTS Duratek, Inc. /s/ Robert F. Shawver ------------------------------------------ Robert F. Shawver Executive Vice President and Chief Financial Officer Date: January 30, 1997 - 2 - EXHIBIT INDEX
Exhibit Description Page No. - ------- ----------- -------- 99 Press Release issued by GTS Duratek, Inc. on January 28, 1997 4
- 3 - EX-99 2 EXHIBIT 99 Exhibit 99 **** FOR IMMEDIATE RELEASE **** Date: January 28, 1997 Contact: Robert E. Prince, President and CEO Robert F. Shawver, Exec. V.P. and CFO Diane R. Brown, Investor Relations (410) 312-5100 Mimi Limbach - Westinghouse (412) 642-3341 www.gtsduratek.com GTS DURATEK TO ACQUIRE USA'S LARGEST COMMERCIAL RADIOACTIVE WASTE PROCESSOR COLUMBIA, Md. -- GTS Duratek, Inc. (Nasdaq: DRTK) today announced that it has signed a letter of intent to acquire 100% of the stock of The Scientific Ecology Group, Inc. (SEG) from Westinghouse Electric Corporation (NYSE: WX) for $28.0 million in cash and 156,986 shares of GTS Duratek's Common Stock. The proposed acquisition is subject to the parties entering into a mutually acceptable definitive purchase agreement, certain regulatory approvals and other customary conditions. GTS Duratek anticipates that it will be able to close the transaction by April 1997. SEG, a wholly-owned subsidiary of Westinghouse based in Oak Ridge, Tennessee, is the largest commercial radioactive waste processing company in the United States, offering an extensive range of waste processing services and technologies. SEG recently completed the sale of its interest in a joint venture for the processing of commercial radioactive ion exchange resins and certain assets related to that business. SEG's revenues for the year ended December 31, 1996 were approximately $105 million, excluding those revenues associated with the assets previously sold. (more) GTS Duratek Reaches Preliminary Agreement to Acquire SEG - Page 2 - ----------------------------------------------------------------- Robert E. Prince, GTS Duratek's President and Chief Executive Officer, said, "We view this as a great opportunity. SEG's well-established, commercial- scale radioactive waste processing facilities and technologies, as well as its related services, both complement and significantly expand on GTS Duratek's capabilities." Robert F. Shawver, GTS Duratek's Executive Vice President and Chief Financial Officer, added, "Acquiring SEG will significantly increase GTS Duratek's revenue base which will enhance the combined companys' ability to operate more efficiently and effectively in the markets that they jointly serve." Carlo Caso, Westinghouse's General Manager of Special Operations said, "We are selling SEG because it is no longer a part of our business strategy. We worked hard to position SEG for a great future and we believe that the fit with GTS Duratek will enhance the future for SEG, its employees and the Oak Ridge community." GTS Duratek is an environmental technology and services firm that converts radioactive and hazardous waste into environmentally safe forms using vitrification (conversion to glass) and other technologies. ### -----END PRIVACY-ENHANCED MESSAGE-----