-----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, E7Q8KdLt2oCSeJkkQtjfu/4xcHmHLEywDpBIqPfKBqX7EwZ+iUKXcp/uRiHndLuv WNRHR6Ex8Iq+zC3CrVOfsg== 0000950124-97-003073.txt : 19970523 0000950124-97-003073.hdr.sgml : 19970523 ACCESSION NUMBER: 0000950124-97-003073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970512 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970522 SROS: AMEX FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11039 FILM NUMBER: 97612765 BUSINESS ADDRESS: STREET 1: 570 SEMINOLE RD CITY: MUSKEGON STATE: MI ZIP: 49444 BUSINESS PHONE: 616-733-00 MAIL ADDRESS: STREET 1: 388 GREENWICH ST. 22ND FL CITY: NEW YORK STATE: NY ZIP: 10013 8-K 1 FORM 8-K 1 UNITED STATES 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): May 12, 1997 THE RANDERS GROUP INCORPORATED ______________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware ______________________________________________________________ (State or Other Jurisdiction of Incorporation) 0-18095 39-2788025 ________________________ ________________________ (IRS Employer (Commission File Number) Identification Number) 570 Seminole Road, Norton Shores, Michigan 49444 ____________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code:(616) 733-0036 2 Page 2 of 4 Item 1. Changes in Control of Registrant -------------------------------- On May 12, 1997, Thermo TerraTech Inc., a Delaware corporation ("Thermo TerraTech"), purchased a controlling interest in The Randers Group Incorporated (the "Issuer"). Thermo TerraTech purchased 7,100,000 shares of the Issuer's $0.0001 par value common stock (the "Common Stock") from certain members of the Issuer's management at a price of $0.625 per share of Common Stock, for an aggregate consideration of $4,437,500. Sales were as shown in the following table: Seller Name Shares Sold -------------------- --------------- Thomas R. Eurich 1,859,494 Michael J. Krivitzky 1,875,084 Thomas J. McEnhill 2,015,755 Bruce M. Bourdon 467,667 First Venture Associates Limited Partnership* 882,000 --------- TOTAL 7,100,000 =========
___________ *A Michigan limited partnership, the general partner of which is Nelson Harbor, Inc., a Michigan corporation the shareholders of which are Thomas R. Eurich, Michael J. Krivitzky, Thomas J. McEnhill and Bruce M. Bourdon; and the limited partners of which are Thomas R. Eurich, Michael J. Krivitzky, Thomas J. McEnhill and Bruce M. Bourdon On May 12, 1997, Thermo TerraTech also acquired 420,000 shares of Common Stock from Thermo Power Corporation, a Massachusetts corporation ("Thermo Power"), at a price of $0.625 per share of Common Stock, for an aggregate consideration of $262,500. Thermo Electron Corporation, a Delaware corporation, owns 83.3% and 67.8% of the common stock of Thermo TerraTech and Thermo Power, respectively. The stock of Thermo Electron is publicly traded on the New York Stock Exchange. The principal business address of Thermo Electron, Thermo Power and Thermo TerraTech (the "Thermo Group") is 81 Wyman St., Waltham, Massachusetts 02254. It has been represented to the management of the Issuer that all funds used to purchase these 7,520,000 shares of Common Stock (the "Shares") came out of the working capital of Thermo Electron, Thermo Power and/or Thermo TerraTech, as the case may be, and that there were no borrowings in connection with such purchases. Following these transactions, Thermo TerraTech owns approximately 53.3% of the Issuer's outstanding Common Stock. In addition, Thermo Electron owns approximately 8.9% of the Issuer's Common Stock. Simultaneously with such transactions, the Issuer and Thermo TerraTech entered into a letter of intent to have Thermo TerraTech transfer its wholly owned engineering and consulting businesses, including the Killam group of companies, to the Issuer in exchange for newly issued shares of the Issuer's Common Stock. The exact price for these businesses is still under negotiation, but would 3 Page 3 of 4 not, in any event, be less than the book value of the transferred businesses as of the closing of the transfer. The number of new shares of the Issuer's Common Stock to be issued to Thermo TerraTech would equal the agreed price divided by $.625. The transfer is expected to be completed in approximately 90 days, and is subject to several conditions, including an opinion from an investment bank that the transaction is fair to the Issuer from a financial point of view, approval of the transaction by the Issuer's shareholders, and receipt of all required regulatory approvals, including continued listing of the Issuer's common stock on the American Stock Exchange following the transaction. The board of directors of the Issuer has named Emil C. Herkert, a Vice President of Thermo TerraTech and the President of Thermo TerraTech's wholly owned engineering and consulting business, as its Chief Executive Officer. Thermo TerraTech has reserved the right to cause changes in the capitalization and/or the present board of directors and/or management of the Issuer. Item 7. Financial Statements and Exhibits --------------------------------- (i) Amendment No. 3 to Schedule 13D respecting The Randers Group Incorporated filed on May 12, 1997, by Thermo Electron Corporation, Thermo Power Corporation and Thermo TerraTech Inc., is incorporated herein by reference. (ii) Press release of The Randers Group Incorporated, dated May 13, 1997. 4 Page 4 of 4 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 hereto duly authorized. THE RANDERS GROUP INCORPORATED Dated: May 13, 1997 BY: /s/ Thomas R. Eurich -------------------------- President EX-99 2 PRESS RELEASE 1 EXHIBIT 99 FOR IMMEDIATE RELEASE --------------------- For: The Randers Group Incorporated May 13, 1997 Publicly Traded: American Stock Contact: LaWanda Furlough Exchange GRI.EC (616)733-0036Ext.236 THE RANDERS GROUP INCORPORATED ANNOUNCES PURCHASE OF CONTROLLING INTEREST BY THERMO TERRATECH Muskegon, Michigan - May 13, 1997: The Randers Group Incorporated (AMEX - RGI.EC) announced today that Thermo TerraTech Inc. (ASE-TTT) has purchased 7.1 million shares from certain members of Randers' management at $0.625/share to acquire majority control of the Company. The Randers Group Incorporated also announced that it has entered into a letter of intent with Thermo TerraTech to acquire certain of the TerraTech engineering and consulting businesses, including the Killam group of companies. The transfer is expected to be completed in approximately 90 days, and is subject to several conditions, including completion of Randers of its due diligence investigation, receipt of an opinion from an investment bank that the transaction is fair to Randers from a financial point of view, approval of the transaction by Randers' shareholders, and receipt of all required regulatory approvals, including continued listing of the Randers' common stock on the American Stock Exchange following the transaction. "The investment of Thermo TerraTech into The Randers Group Incorporated, and the proposed merger with the Killam group of companies, represent an opportunity for Randers to join with a strong operation, expand our services, and extend geographic coverage for our industrial clients", said Thomas R. Eurich, Present of The Randers Group Incorporated. The Randers Group Incorporated provides design, engineering, project management, general contracting, and development services primarily to industrial and commercial clients throughout the United States. The Company's principal market areas are the Midwest, South East, and East Coast regions of the United States. Thermo TerraTech Inc. provides environmental services and infrastructure planning and design, encompassing a broad range of specializations including consulting and design, the remediation of soil and fluids, laboratory testing, and metal treating. Thermo TerraTech is a public subsidiary of Thermo Electron Corporation. -----END PRIVACY-ENHANCED MESSAGE-----