-----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, M0X10NUQlbxyxSdSccGFee1Gn7n+ICSry+0KZABeUz+1WIY/RHDlKloN6I1q6h3b gXnTSsTVB2WAf3gfgpq4XA== 0000830104-00-000011.txt : 20000522 0000830104-00-000011.hdr.sgml : 20000522 ACCESSION NUMBER: 0000830104-00-000011 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RANDERS KILLAM GROUP INC CENTRAL INDEX KEY: 0000830104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 382788025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-41555 FILM NUMBER: 639855 BUSINESS ADDRESS: STREET 1: 27 BLEEKER ST CITY: MILBURN STATE: NJ ZIP: 07041 BUSINESS PHONE: 6167330036 MAIL ADDRESS: STREET 1: 27 BLEEKER ST CITY: MILBURN STATE: NJ ZIP: 07041 FORMER COMPANY: FORMER CONFORMED NAME: RANDERS GROUP INC DATE OF NAME CHANGE: 19990203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO TERRATECH INC CENTRAL INDEX KEY: 0000796038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 042925807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 85 FIRST AVENUE STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7813701640 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 FORMER COMPANY: FORMER CONFORMED NAME: THERMO PROCESS SYSTEMS INC DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 SCHEDULE 13E-3 AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- AMENDMENT NO. 4 TO SCHEDULE 13E-3 (Final Amendment) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) The Randers Killam Group Inc. (Name of Issuer) The Randers Killam Group Inc. Thermo TerraTech Inc. Thermo Electron Corporation (Name of Person(s) Filing Statement) Common Stock, par value $.0001 per share (Title of Class of Securities) 752333 20 3 (CUSIP Number of Class of Securities) Sandra L. Lambert, Secretary The Randers Killam Group Inc. c/o Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, Massachusetts 02454-9046 (781) 622-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) with a copy to: Seth H. Hoogasian, General Counsel The Randers Killam Group Inc. c/o Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, Massachusetts 02454-9046 (781) 622-1000 This statement is filed in connection with (check the appropriate box): a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. The filing of a registration statement under the Securities Act of 1933. c. A tender offer. d. None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. / / This Amendment No. 4 to Rule 13e-3 Transaction Statement (the "Final Amendment") amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the "Commission") by The Randers Killam Group Inc. ("Randers Killam" or the "Company"), Thermo TerraTech Inc. ("Thermo TerraTech"), RK Acquisition Corporation (the "Merger Sub"), and Thermo Electron Corporation ("Thermo Electron") on November 9, 1999, as amended and supplemented by Amendment No. 1 thereto filed on January 18, 2000, by Amendment No. 2 thereto filed on March 10, 2000, and by Amendment No. 3 thereto filed on April 13, 2000 (as amended and restated, the "Statement"), in connection with a proposal to adopt an Agreement and Plan of Merger dated as of October 19, 1999 (the "Merger Agreement") by and among Thermo Electron, the Merger Sub and Randers Killam, pursuant to which the Merger Sub, a subsidiary of Thermo Electron, will be merged with and into Randers Killam. This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3), to report the results of the transaction that is the subject of this Statement. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in this Statement. Except as expressly set forth in this Final Amendment, all information in this Statement remains unchanged. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. The information set forth in Item 3 of the Statement is hereby amended and supplemented as follows: At a Special Meeting of the stockholders held on May 15, 2000, the stockholders of Randers Killam voted to adopt the Merger Agreement. The Merger Agreement was approved by holders of a majority of the Company's outstanding shares of common stock entitled to vote at the Special Meeting, as required by Delaware law. The transactions with respect to the Merger described in this Statement were consummated on May 15, 2000. The Company filed a Certificate of Merger with the Secretary of State of the State of Delaware on May 15, 2000 and, as a result, the Merger became effective as of 2:00 p.m. (the "Effective Time") on that date. The separate existence of the Merger Sub ceased as of the Effective Time. Each share of common stock of the Company that was issued and outstanding immediately prior to the Effective Time (other than shares held by Thermo TerraTech and Thermo Electron and stockholders exercising dissenters' rights) was converted as of the Effective Time into the right to receive $4.50 per share in cash without interest, in accordance with the Merger Agreement. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. The information set forth in Item 5 of the Statement is hereby amended and supplemented as follows: The Merger was consummated on May 15, 2000. Because the Company, as a result of the Merger, has only one stockholder, the Company filed on May 16, 2000 a certification on Form 15 pursuant to Rule 12g-4 to provide notice of termination of the registration of the common stock of the Company under the Securities Exchange Act of 1934, as amended, and to suspend all reporting requirements thereunder. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Item 10 of the Statement is hereby amended and supplemented as follows: As a result of the Merger and the transactions consummated in connection therewith, Thermo Electron owns 100% of the outstanding capital stock of the Company (as the Surviving Corporation). SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. THERMO TERRATECH INC. Dated: May 19, 2000 By: /s/ Kenneth J. Apicerno ----------------------- Name: Kenneth J. Apicerno Title: Treasurer THE RANDERS KILLAM GROUP INC. Dated: May 19, 2000 By: /s/ Emil C. Herkert ------------------- Name: Emil C. Herkert Title: President and Chief Executive Officer THERMO ELECTRON CORPORATION Dated: May 19, 2000 By: /s/ Theo Melas-Kyriazi ---------------------- Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----