-----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, V0yZoirYj1xe70UP7Xl1ULWyhGie6/O1/IrWPbFG833SC2Wv7ZweRbozZWVvmY// FcJEzJDZ1t3wGBLWiGg2eA== 0000830104-99-000008.txt : 19990513 0000830104-99-000008.hdr.sgml : 19990513 ACCESSION NUMBER: 0000830104-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990512 FILER: 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: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11039 FILM NUMBER: 99618331 BUSINESS ADDRESS: STREET 1: 570 SEMINOLE ROAD STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 49444 BUSINESS PHONE: 6167330036 MAIL ADDRESS: STREET 1: 570 SEMINOLE RD CITY: NORTON SHORES STATE: MI ZIP: 494444 FORMER COMPANY: FORMER CONFORMED NAME: RANDERS GROUP INC DATE OF NAME CHANGE: 19990203 8-K 1 FORM 8-K 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): May 5, 1999 ---------------------------------------- THE RANDERS KILLAM GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 0-18095 38-2788025 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 570 Seminole Road Norton Shores, Michigan 49444 (Address of principal executive offices) (Zip Code) (616) 733-0036 (Registrant's telephone number including area code) Item 5. Other Events On May 5, 1999, Thermo Electron Corporation ("Thermo Electron"), the Registrant's ultimate parent corporation, announced modifications to its previously announced plan to merge the Registrant, along with ThermoRetec Corporation ("Retec"), a majority-owned, publicly traded subsidiary of Thermo TerraTech Inc. ("TerraTech"), the Registrant's parent corporation, into TerraTech. Thermo Electron announced that, under the modified plan, each of the Registrant, Retec, and TerraTech would be merged into and become wholly owned subsidiaries of Thermo Electron. Public shareholders of each of the Registrant, Retec, and TerraTech would receive shares of common stock of Thermo Electron in exchange for their shares of the common stock of the Registrant, Retec, and TerraTech, respectively. The completion of these transactions is subject to numerous conditions, including the establishment of prices and exchange ratios, confirmation of anticipated tax consequences, approval by the directors of each of the Registrant, Retec, and TerraTech, including the independent directors of such companies, negotiation and execution of definitive purchase and sale or merger agreements, clearance by the Securities and Exchange Commission of a registration statement and proxy materials regarding the proposed transactions, and, where appropriate, receipt of fairness opinions from investment banking firms. 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. 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 12th day of May, 1999. THE RANDERS KILLAM GROUP INC. By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----