-----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, HrW4pNfkoxGhUsRpT/+UYEx03wWjrj+gP9D0mBUsgibpp3jv0QNeZE7fFhs1fJZe KWWvcS+lfsOKTOEUsgY14Q== 0000097745-97-000138.txt : 19971105 0000097745-97-000138.hdr.sgml : 19971105 ACCESSION NUMBER: 0000097745-97-000138 CONFORMED SUBMISSION TYPE: SC 14F1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971104 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RANDERS GROUP INC CENTRAL INDEX KEY: 0000830104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 382788025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 14F1 SEC ACT: SEC FILE NUMBER: 005-41555 FILM NUMBER: 97707489 BUSINESS ADDRESS: STREET 1: 570 SEMINOLE RD CITY: NORTON SHORES STATE: MI ZIP: 49444 BUSINESS PHONE: 6167330036 MAIL ADDRESS: STREET 1: 388 GREENWICH ST. 22ND FL CITY: NEW YORK STATE: NY ZIP: 10013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANDERS GROUP INC CENTRAL INDEX KEY: 0000830104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 382788025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 14F1 BUSINESS ADDRESS: STREET 1: 570 SEMINOLE RD CITY: NORTON SHORES STATE: MI ZIP: 49444 BUSINESS PHONE: 6167330036 MAIL ADDRESS: STREET 1: 388 GREENWICH ST. 22ND FL CITY: NEW YORK STATE: NY ZIP: 10013 SC 14F1 1 The Randers Group Incorporated 570 W. Seminole Road Muskegon, Michigan 49444 To: All Holders of Common Stock of The Randers Group Incorporated This information is being furnished to all holders of the Common Stock, par value $.0001 per share (the "Common Stock"), of The Randers Group Incorporated (the "Company") in accordance with the federal securities laws. Section 14(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 thereunder require that specified information be transmitted to holders of a company's securities when, pursuant to any arrangement or understanding involving a change of control of the company, a majority of the company's directors are to be elected or designated otherwise than at a meeting of the company's shareholders. Election of New Directors In May 1997, certain members of the Company's management consummated the sale (the "Sale") of a controlling interest in the Company's Common Stock to Thermo TerraTech Inc., a Delaware corporation ("Thermo TerraTech"). As a result of the Sale, Thermo TerraTech now owns a majority of the outstanding shares of the Company's Common Stock. Effective on the eleventh day following the transmittal of this statement, (i) Michael J. Krivitzky, Thomas J. McEnhill and Bruce M. Bourdon will each resign from the Board of Directors of the Company, (ii) Thomas R. Eurich, the sole remaining director, will increase the number of members of the Board of Directors from four to five, and (iii) Mr. Eurich will elect four new members who will fill the vacancies created by such resignations and increase. Under the Company's By-Laws, as amended, the number of directors may be determined by the Board and vacancies on the Board may be filled by vote of a majority of the remaining directors. No vote of the shareholders is required with respect to any of the foregoing actions. The Company's By-Laws provide that each new director will hold office until the next annual meeting of the Company's shareholders and until his successor is duly elected and qualified. Accordingly, under the Company's By-Laws as currently in effect, shareholders will be asked at the 1998 annual meeting to elect directors for complete terms expiring in 1999. PAGE Voting Securities and Security Ownership of Certain Beneficial Owners and Management As of September 30, 1997, the Company had outstanding 14,115,682 shares of Common Stock. The holders of Common Stock are entitled to vote on all matters, including the election of directors, submitted to a vote of the Company's shareholders. Each share of Common Stock is entitled to one vote. The following table sets forth the beneficial ownership of Common Stock as of September 30, 1997, with respect to (i) each person who was known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) the chief executive officer of the Company and other executive officers of the Company who, during the last completed fiscal year of the Company, met the definition of "highly compensated" within the meaning of the Securities and Exchange Commission's executive compensation disclosure rules, and (iv) all directors and current executive officers as a group. Number of Percentage Name (1) Shares(2) of Class -------- --------- -------- Thermo TerraTech Inc. 7,520,000 53.30% Thermo Electron Corporation 1,260,000 8.90% Thomas J. McEnhill 801,745 5.78% Michael J. Krivitzky 752,916 5.33% Thomas R. Eurich 747,506 5.30% Bruce M. Bourdon 462,333 3.20% David A. Wiegerink 84,100 0.59% Emil C. Herkert (3) 0 0% All directors and current executive officers together as a group (7 persons) 2,848,600 19.66% ________________________ (1) Except as reflected in the footnotes to this table, shares beneficially owned consist of shares owned by the indicated person or by that person for the benefit of minor children, and all share ownership includes sole voting and investment power. (2) Shares of Common Stock beneficially owned by Mr. Bourdon, Mr. Wiegerink and all directors and executive officers as a group include 300,000, 74,000 and 374,000 shares, respectively, that such person or group had the right to acquire within 60 days after September 30, 1997, through the 2 PAGE exercise of stock options. (3) Mr. Herkert was appointed chief executive officer of the Company on May 12, 1997. Change of Control On May 12, 1997, Thermo TerraTech purchased an aggregate of 7,100,000 shares of Common Stock from Thomas R. Eurich, Michael J. Krivitzky, Thomas J. McEnhill and Bruce M. Bourdon for $.625 per share, for aggregate consideration equal to $4,437,500. Simultaneously, Thermo TerraTech purchased 420,000 shares of Common Stock from Thermo Power Corporation, a majority-owned subsidiary of Thermo Electron Corporation ("Thermo Electron"), at a price of $.625 per share, for aggregate consideration equal to $262,500. After giving effect to the Sale, Thermo TerraTech owned (and had sole power to vote and dispose of) 7,520,000 shares of Common Stock, or approximately 53.3% of the Company's outstanding Common Stock. As of May 12, 1997, Thermo Electron owned and had sole power to vote and dispose of) another 1,260,000 shares of Common Stock, or approximately 8.9% of the Company's outstanding Common Stock. Thermo Electron disclaims beneficial ownership of the shares of the Company's Common Stock owned by Thermo TerraTech. As a result of the Sale, Thermo TerraTech has the power to elect all of the members of the Company's Board of Directors and effectively controls the Company and its business. Thermo TerraTech provides industrial services and manufacturing support encompassing a broad range of specializations, including infrastructure engineering, design and construction, environmental compliance, laboratory testing, and metal treating. Board of Directors The Board of Directors of the Company currently consists of four members. Each director is elected for a term of one year and until his successor is duly elected and qualified. The Board held four regular meetings during the fiscal year ended December 31, 1996. Each of the incumbent directors attended all such meetings. The Board does not have any standing audit, nominating or compensation committees. No incumbent directors of the Company receive any compensation for their services as directors. It is expected that in the future, directors who are not employees of the Company, of Thermo Electron or of any other companies affiliated with Thermo Electron (also referred to as "outside directors") will receive an annual retainer of $2,000 and a fee of $1,000 per day for attending regular meetings of the Board of Directors and $500 per day for participating in meetings of the Board of Directors held by conference telephone and for participating in 3 PAGE certain meetings of any committees of the Board of Directors. Directors will be reimbursed for out-of-pocket expenses incurred in attending such meetings. Compensation of Directors and Executive Officer Summary Compensation Table The following table sets forth the compensation of the chief executive officer and the three most highly compensated executive officers of the Company for services rendered in all capacities to the Company and its subsidiaries for the last three years: Other Securities Annual Underlying Name/ Compen- Options/ Capacity Served Year Salary Bonus sation SARs --------------- ---- ------ ----- ------ ---- Thomas R. Eurich 1996 132,000 -- 3,510 -- Director and 1995 129,500 -- 2,589 -- President 1994 120,000 -- 1,997 -- Michael J. 1996 132,000 -- 1,886 -- Krivitzky 1995 129,500 -- 940 -- Director, 1994 120,000 -- 908 -- Senior Vice President and Treasurer Thomas J. 1996 132,000 -- 3,636 -- McEnhill 1995 129,500 -- 2,550 -- Director, Vice 1994 120,000 -- 2,245 -- President and Secretary Bruce M. Bourdon 1996 132,000 -- 3,195 -- Director and 1995 129,500 -- 2,342 150,000 Vice 1994 120,000 -- 4,691 -- President 401(k) Profit Sharing Plan The Company has a 401(k) profit sharing plan covering all employees who are 21 years of age and have one or more years of service with the Company. Eligible employees may contribute a portion of their compensation to the plan with a partial matching contribution by the Company as determined annually by the Board of Directors. Currently the Company matches 50% of an employee's contribution up to a maximum of $500. The plan also provides that the Company may make a profit sharing contribution if approved by the Board of Directors. Amounts contributed by the employees and 4 PAGE the Company's contributions are included in the preceding summary compensation table. A profit sharing contribution of $25,000 was approved for 1996. No profit sharing contribution was approved for 1995 or 1994. Flexible Compensation Plan The Company has a flexible compensation plan which covers full time employees who have completed 90 days of service. Eligible employees may elect to reduce their compensation in exchange for which the Company will pay for certain health and/or dependent care benefits. Amounts by which employees have reduced their compensation in exchange for the benefit received are included as salary in the preceding summary compensation table. Stock Option Plan The Company has a Stock Option Plan which provides for the grant of options to employees of the Company and its subsidiaries. The Plan, which is administered by a committee appointed by the Board of Directors, provides that options to purchase a total of 1,000,000 shares of the Company's Common Stock may be granted to eligible employees. Each option agreement must specify the number of shares to which it applies, the option price, the time within which the option shares may be acquired, the manner of payment and the conditions that shall terminate the rights of the optionee. The terms of any option granted under the Plan must specify whether such option shall qualify as an incentive stock option under Section 422A of the Internal Revenue Code or shall be treated as non-statutory, non-tax qualified stock options. The Plan provides that the Board of Directors, at its sole discretion, may modify, revise or terminate the Plan at any time, provided that it may not materially increase the benefits of participants or change the number of shares which may be issued under the Plan without the approval of a majority of the shareholders. There were no additional options granted during 1996 to any of the executive officers named in the summary compensation table. However, during 1995, options covering 174,000 shares were rewritten changing the exercise price to $.625 per share. The options were previously exercisable at $1.00 (150,000 shares) and $.75 (24,000 shares). The following table sets forth information concerning the year end value of unexercised stock options for all executive officers named in the summary compensation table who have unexercised stock options under the Company's plan. 5 PAGE Value of Unexercised Number of In-the-Money Shares Unexercisable Options at Acquired Options Year End on Value Exercisable/ Exercisable/ Name Exercise RealizedUnexercisable Unexercisable ---- -------- --------------------- ------------- Bruce M. Bourdon -- -- (A) 300,000 $ -0- David A. Wiegerink -- -- (A) 74,000 $ -0- __________________ (A) Number of shares under option which could be exercised as of December 31, 1996. Relationships and Transactions Between the Company and Its Incumbent Directors As of May 12, 1997, the Company terminated a certain development agreement with First Venture Associates Limited Partnership ("FVALP"), an entity owned by four of the Company's officers/directors. Under the terms of that agreement, the Company (1) provided its services to complete all engineering, architectural and project management work for all improvements to be erected on a parcel of land owned by FVALP, (2) assisted in the management, financing and marketing of the development and (3) led, directed and managed the legal, real estate, financing, accounting and administration of the project on behalf of the developer. In exchange for its services, the Company received design and project management fees not-to-exceed 10% of the total cost of the project and to share in 30% of the net development profits. Other than interest earned on the notes receivable from FVALP, the Company had deferred recognizing revenues, costs and profits associated with FVALP until the Company had been reimbursed for all costs incurred. Amounts collected from FVALP were treated as a reduction of the accounts and notes receivable from FVALP. Transactions with the affiliate over the last three years have been as follows: 6 PAGE 1996 1995 1994 ---- ---- ---- Services provided ..... $ - $ 69,178 $ 327,095 Advances made ......... 195,168 37,000 23,144 Interest earned ....... 90,534 19,534 18,206 Amounts collected ..... 30,800 (161,528) (100,000) In addition, the Company had $829,094 in accounts receivable and $393,111 in notes receivable from FVALP which bore interest at the prime rate (8.25% at December 31, 1996). The accrued interest receivable was $93,730 at December 31, 1996. The notes were collateralized by 1,422,000 shares of common stock of The Randers Group Incorporated owned by the partners of FVALP. On May 12, 1997, $1,315,935 representing the full amount of the FVALP accounts receivable and the FVALP notes, and all accrued interest thereon, was paid to the Company. Ownership of FVALP is composed of the following individuals: Director Percent of and/or Office Ownership Name with the Company in FVALP (1) ---- ---------------- ------------ Thomas R. Eurich .......Director and 25% President Michael J. Krivitzky ...Director, Senior 25% Vice President and Treasurer Thomas J. McEnhill .....Director, Vice 25% President and Secretary Bruce M. Bourdon .......Director and Vice 25% President ____________ (1) Though ownership as a limited partner and as a shareholder in Nelson Harbor, Inc., a Michigan corporation, which is the general partner of FVALP. 7 PAGE New Directors Set forth below are the names of the persons proposed to serve as directors of the Company. All of such proposed directors are either employees, executive officers or directors of Thermo TerraTech, Thermo Electron or other subsidiaries of Thermo Electron. Each proposed director disclaims beneficial ownership of the shares of the Company's Common Stock owned by Thermo TerraTech and Thermo Electron. John P. Appleton Dr. Appleton, 62, has been president, chief executive officer and a director of Thermo TerraTech since September 1993. Dr. Appleton has been chairman, chief executive officer and a director of Thermo Remediation Inc., a majority owned subsidiary of Thermo TerraTech, since September 1993, and has served as a vice president of Thermo Electron since 1975 in various managerial capacities. Emil C. Herkert Mr. Herkert, 59, was appointed chief executive officer of the Company on May 12, 1997. Mr. Herkert has been president of Thermo TerraTech's Killam Group since 1977, and has been a vice president of Thermo TerraTech since 1996. Polyvios C. Mr. Vintiadis, 61, has been a director of Vintiadis Thermo TerraTech since September 1992. Mr. Vintiadis has been the chairman and chief executive officer of Towermarc Corporation, a real estate development company, since 1984. Prior to joining Towermarc Corporation, Mr. Vintiadis was a principal of Morgens, Waterfall & Vintiadis, Inc., a financial services firm, with which he remains associated. For more than 20 years prior to that time, Mr. Vintiadis was employed by Arthur D. Little & Company, Inc. Mr. Vintiadis is also a director of Thermo Instrument Systems Inc., a majority owned subsidiary of Thermo Electron. 8 PAGE Susan F. Tierney Dr. Tierney, 45, is a Managing Consultant with the Economics Research Group. From March 1993 to May 1993, Dr. Tierney was a consultant for the U.S. Department of Energy, and from May 1993 to July 1995, she served as Assistant Secretary for Policy for the U.S. Department of Energy. Prior to that appointment, Dr. Tierney served as Secretary of Environmental Affairs for the Commonwealth of Massachusetts from 1988 to January 1991. Dr. Tierney is a director of Thermo Ecotek Corporation, a majority owned subsidiary of Thermo Electron. None of the proposed directors beneficially owned any equity securities of the Company as of September 30, 1997. The following table sets forth information regarding the beneficial ownership of the common stock of Thermo TerraTech and Thermo Electron as of September 30, 1997 by the persons who have been designated by Thermo TerraTech to be elected to the Board, effective on the eleventh day following the transmittal of this statement to the Company's shareholders. Thermo Thermo Electron TerraTech Inc. (2) Corporation (3) ------------------ --------------- Number Number of Percentage of Percentage Name (1) Shares of Class Shares of Class -------- ------ -------- ------ -------- John P. Appleton .....276,989 1.46% 164,749 * Emil C. Herkert ......187,500 * 39,600 * Polyvios C. Vintiadis ............ 6,300 * 2,500 * Susan F. Tierney ..... 0 * 0 * * Reflects ownership of less than one percent (1%) of the outstanding common stock. (1) Except as reflected in the footnotes to this table, shares beneficially owned consist of shares owned by the indicated person or by that person for the benefit of minor children, and all share ownership includes sole voting and investment power. (2) Shares of the common stock of Thermo TerraTech beneficially owned by Dr. Appleton, Mr. Herkert, Mr. Vintiadis and all proposed directors as a group include 275,000, 187,500, 6,300 and 468,800 shares, respectively, that such person or group had the right to acquire within 60 days after September 30, 1997, through the exercise of stock options. Shares of the common stock of Thermo TerraTech beneficially 9 PAGE owned by Dr. Appleton and all proposed directors as a group include 255 shares allocated through July 31, 1997, to Dr. Appleton's account maintained pursuant to Thermo Electron's employee stock ownership plan, of which the trustees, who have investment power over its assets, are executive officers of Thermo Electron. (3) The shares of the common stock of Thermo Electron shown in the table reflect a three-for-two split of such stock distributed in June 1996 in the form of a 50% stock dividend. Shares of the common stock of Thermo Electron beneficially owned by Dr. Appleton, Mr. Herkert and all proposed directors as a group include 127,257, 38,100 and 165,357 shares, respectively, that such person or group has the right to acquire within 60 days of September 30, 1997, through the exercise of stock options. AA973020056 -----END PRIVACY-ENHANCED MESSAGE-----