SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
<PAGE>
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. / /
<PAGE>
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).
<PAGE>
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
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Name: Kenneth J. Apicerno
Title: Treasurer
THE RANDERS KILLAM GROUP INC.
Dated: May 19, 2000 By: /s/ Emil C. Herkert
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Name: Emil C. Herkert
Title: President and Chief Executive
Officer
THERMO ELECTRON CORPORATION
Dated: May 19, 2000 By: /s/ Theo Melas-Kyriazi
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Name: Theo Melas-Kyriazi
Title: Vice President and Chief Financial
Officer
