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):
September 19, 1997
________________________________________
THE RANDERS GROUP INCORPORATED
(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)
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FORM 8-K
Item 2. Acquisition or Disposition of Assets
On September 19, 1997, The Randers Group Incorporated (the
"Company") agreed to acquire The Killam Group Inc. ("The Killam Group"),
a wholly owned subsidiary of Thermo TerraTech Inc. ("Thermo TerraTech"),
in exchange for the right to receive new shares of the Company's common
stock, par value $.0001 per share ("Common Stock"), equal to the book
value of The Killam Group as of the closing date, divided by $0.625.
Based on the unaudited book value of The Killam Group as of June 28,
1997, which was $65,963,000, the Company would issue 105,540,800 new
shares of its Common Stock to Thermo TerraTech. Before giving effect to
the shares to be issued in connection with this transaction, Thermo
TerraTech owned approximately 53.3% of the outstanding Common Stock of
the Company. Upon such issuance, Thermo TerraTech would own approximately
94.4% of the Company's outstanding Common Stock.
The Killam Group is an engineering, design and construction
management company that addresses the manufacturing and infrastructure
requirements of industry and local governments. The Killam Group had
revenues of $64,374,000 for the fiscal year ended March 29, 1997.
The acquisition will be made pursuant to a Stock Purchase Agreement
dated September 19, 1997 (the "Agreement"), between the Company and
Thermo TerraTech. The shares of the Company's Common Stock to be issued
in connection with the acquisition will be so issued as soon as such
shares are listed for trading upon the American Stock Exchange. The
exchange requires that the listing be approved by the holders of a
majority of the Company's outstanding shares present and voting at a
shareholders' meeting. Thermo TerraTech has agreed to vote all of the
shares of the Company's Common Stock held by it as of the record date of
the meeting in favor of the listing of the Company's shares and all
matters related thereto. Because Thermo TerraTech owns a majority of the
outstanding shares of Common Stock of the Company before giving effect to
the issuance of the shares to be issued pursuant to the Agreement,
approval of these transactions by the Company's shareholders is assured.
The consideration to be paid for The Killam Group was based on the
Company's determination of the fair market value of the transferred
businesses. Prior to the execution of the Agreement, Cazenove
Incorporated, an investment banking firm, provided a written opinion to
the Board of Directors of the Company indicating that, as of September
12, 1997, the book value of The Killam Group approximated its fair market
value.
For accounting purposes, The Killam Group will be treated as the
continuing entity, as if it has acquired the Company. Financial reports
filed by the Company for periods after May 12, 1997, the date Thermo
TerraTech acquired a majority interest in the Company, will be restated
to include combined results for the Company and The Killam Group. For
reports covering periods prior to May 12, 1997, results will be restated
to solely report The Killam Group's historical operating results in place
of the previously reported results for the Company.
The Company has no present intention to use The Killam Group's
assets for purposes materially different from the purposes for which such
assets were used prior to the acquisition. However, Thermo TerraTech and
the Company will review the combined and respective businesses, assets,
corporate structure, capitalization, operations, policies, management and
personnel of The Killam Group and of the Company, and, upon completion of
this review, may develop alternative plans or proposals, including
mergers, transfers of a material amount of assets or other transactions
or changes relating to such businesses.
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FORM 8-K
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to December 3, 1997.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to December 3, 1997.
(c) Exhibits
2 Stock Purchase Agreement entered on September 19,
1997, by and between Thermo TerraTech Inc. and The
Randers Group Incorporated (incorporated by reference
from Exhibit (vii) to Amendment No. 4 to Schedule 13D
filed by Thermo Electron Corporation and Thermo
TerraTech Inc. on October 1, 1997). Pursuant to Item
601(b)(2) of regulation S-K, schedules and exhibits
to this Agreement have been omitted. The Company
hereby undertakes to furnish supplementally a copy of
such schedules and exhibits to the Commission upon
request.
10 Agreement by and among Thermo TerraTech Inc., The
Randers Group Incorporated, Thomas R. Eurich, Michael
J. Krivitzky, Thomas J. McEnhill, Bruce M. Bourdon
and David A. Wiegerink.
99.1 Opinion of Cazenove Incorporated dated September 12,
1997.
99.2 Press Release of The Randers Group Incorporated,
dated September 22, 1997.
99.3 Press Release of Thermo TerraTech Inc., dated
September 23, 1997 (incorporated by reference from
Exhibit (viii) to Amendment No. 4 to Schedule 13D
filed by Thermo Electron Corporation and Thermo
TerraTech Inc. on October 1, 1997).
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FORM 8-K
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 thereunto duly authorized, on this 3rd day of October
1997.
THE RANDERS GROUP INCORPORATED
David A. Wiegerink
---------------------------------
David A. Wiegerink, Vice President
Finance and Administration
Principal Accounting Officer
Exhibit 10
AGREEMENT
This Agreement is made and entered into as of September 19,
1997, by and between THE RANDERS GROUP INCORPORATED, a Delaware
corporation ("RGI"), THERMO TERRATECH INC., a Delaware
corporation ("TTT"), and THOMAS R. EURICH, MICHAEL J. KRIVITZKY,
THOMAS J. McENHILL, BRUCE M. BOURDON and DAVID A. WIEGERINK (each
such person, individually, an "Employee" and all such persons
collectively, the "Employees").
WITNESSETH:
WHEREAS, the Employees are the executive officers and
directors of RGI;
WHEREAS, TTT is, along with its affiliates, the holder of
62.2% of the voting capital stock of RGI;
WHEREAS, the Employees, RGI and TTT jointly desire to enter
into an agreement regarding severance compensation if any
Employee's employment with RGI is terminated in certain
circumstances;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, agreements and provisions herein contained, the
parties hereto, intending to be legally bound, agree as follows:
1. Severance Payment. In the event that an Employee's
employment with RGI is terminated within one year from the date
of this Agreement without Cause, as defined in the first sentence
of Section 3., below; or, if an Employee shall terminate his
employment with RGI within one year of the date of this Agreement
with Cause, as defined in the second sentence of Section 3.,
below (either of such terminations being referred to herein as a
"First Year Termination"), in addition to any accrued wages and
benefits which may be payable to Employee through the date of
such termination, Employee will be entitled to severance in an
amount equal to the Employee's then current annual base salary in
effect immediately prior to such termination, exclusive of bonus
and any other incentive compensation, less taxes and standard
deductions (the "Severance Payment"). Except as required by law
or by the express terms of any applicable benefit plan, all
employee benefits provided to Employee and his family shall
terminate as of the date of termination of his employment.
2. Payment of Severance Payment. Any Severance Payment
due to an Employee shall be paid to Employee in a twelve equal
monthly installments with the first installment becoming due on
the first day of the month immediately following the date of his
termination, and continuing on the first day of each month
thereafter until paid in full.
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3. Cause Defined. For purposes of this Agreement, "Cause"
for termination of the Employee's employment by RGI shall be
deemed to exist upon (i) a good faith finding by RGI of the
failure of the Employee to perform his assigned duties for RGI, a
material violation of any policy established by RGI (or its
affiliates) and made known to the Employee, gross
insubordination, dishonesty, gross negligence or gross
misconduct, or (ii) the conviction of the Employee of, or the
entry of a pleading of guilty or nolo contendere by the Employee
to, any crime involving moral turpitude or any felony. "Cause"
for termination of the Employee's employment by the Employee
shall be deemed to exist upon (i) RGI's assignment to the
Employee of duties fundamentally incompatible with the duties of
the Employee as of the date of this Agreement (although
Employee's actual title or officer and/or director status may be
changed or eliminated and that alone will not be considered
"Cause"); or (ii) a reduction in Employee's current base salary
prior to September 1, 1998.
4. Reciprocal Rights. In the event of a First Year
Termination of any Employee, any other Employee shall have the
right to voluntarily terminate his employment with RGI within the
30 days following the date of the initial First Year Termination;
and, such termination of employment shall, for purposes of this
Agreement and all other agreements between such other Employee,
RGI and TTT, be considered to have been a First Year Termination
of such Employee's employment by RGI without Cause and shall
entitle such other employee to a Severance Payment as provided in
Section 1. above.
5. Guarantee of Payment. TTT, by executing this
Agreement, absolutely, irrevocably and unconditionally guarantees
to Employees the full and prompt payment of all Severance
Payments which may become due and payable under this Agreement.
6. Certain Indemnification Matters.
6.1 TTT and RGI agree that they will not, prior to May
31, 1998, amend Section 10 of RGI's Certificate of Incorporation
or Article VI of RGI's By-Laws, each as amended to date
(collectively, the "Indemnification Provisions"), in any way that
would adversely affect the rights of the Employee to receive
indemnification thereunder. TTT further guarantees to the
Employee the due and punctual payment of any and all amounts
payable by RGI pursuant to the Indemnification Provisions when
and as the same shall become due and payable in accordance with
the terms hereof.
6.2 TTT agrees to indemnify and hold harmless the
Employee from and against any and all claims, damages, losses,
liabilities, costs and expenses (including, without limitation,
settlement costs and any reasonable legal expenses for
investigating or defending any actions or threatened actions)
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incurred by Employee arising solely out of the transactions
contemplated by a certain Stock Purchase Agreement of an even
date herewith between RGI and TTT.
6.3 Notwithstanding anything to the contrary in this
Section 6, the parties agree that the Employee shall not be
entitled o indemnification, whether under the Indemnification
Provisions or under Section 6.2, above, with respect to any
matter for which the Employee may be liable to TTT pursuant to
Section 6.1 of a certain Stock Purchase and Sale Agreement dated
as of May 12, 1997, between TTT, RGI and certain of the
Employees.
7. Entire Agreement. This Agreement (including the
documents referred to herein) constitutes the entire agreement
among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written
or oral, with respect to the subject matter hereof.
8. Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties named herein
and their respective successors and permitted assigns. No party
may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of
the other parties.
9. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
10. Headings. The article and section headings contained
in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
11. Notices. All notices, requests, demands, consents and
other communications which are required or permitted hereunder
shall be in writing, and shall be deemed given when actually
received or if earlier, two days after deposit with the U.S.
postal authorities, certified or registered mail, return receipt
requested, postage prepaid or two days after deposit with an
internationally recognized air courier or express mail, charges
prepaid, addressed to the address set forth immediately after
their signature on this Agreement, or to such other address as
any party hereto may designate in writing to the other parties,
specifying a change of address for the purpose of this Agreement.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the law
of conflicts) of the State of Delaware. In the event litigation
is maintained by a party to this Agreement against any other
party to enforce this Agreement or to seek any remedy for breach,
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then the party prevailing in such litigation shall be entitled to
recover from the non-prevailing party reasonable attorneys' fees
and costs of suit.
13. Amendments and Waivers. No amendment of any provision
of this Agreement shall be valid unless the same shall be in
writing and signed by all of the parties. No waiver by any party
of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default, misrepresentation,
or breach of warranty or covenant hereunder or affect in any way
any rights arising by virtue of any prior or subsequent such
occurrence.
14. Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of
a court of competent jurisdiction declares that any term or
provision hereof is invalid or unenforceable, the parties agree
that the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific
words or phrases, or to replace any invalid or unenforceable term
or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this
Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.
15. Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto
to express their mutual intent, and no rule of strict
construction shall be applied against any party.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
THERMO TERRATECH INC. THE RANDERS GROUP INCORPORATED
By: /s/ John P. Appleton By: /s/ Emil C. Herkert
John P. Appleton Emil C. Herkert
President and CEO Chief Executive Officer
/s/ Thomas R. Eurich /s/ Michael J. Krivitzky
Thomas R. Eurich Michael J. Krivitzky
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/s/ Thomas J. McEnhill /s/ Bruce M. Bourdon
Thomas J. McEnhill Bruce M. Bourdon
/s/ David A. Wiegerink
David A. Wiegerink
Exhibit 99.1
CAZENOVE INCORPORATED
1177 Avenue of the Americas
New York, N.Y. 10036
Telephone: (212) 376-1225 Facsimile: (212) 376-5387
Member: Pacific Stock Exchange
September 12, 1997
Board of Directors
The Randers Group Incorporated
570 Seminole Road
Norton Shores, Michigan 494
Attention: Mr. Thomas R. Eurich, President
Gentleman:
On May 12, 1997 Thermo TerraTech Inc. ("Thermo") acquired
7,100,000 shares of the common stock of The Randers Group
Incorporated (the "Company") from certain members of the
Company's management and 420,000 shares from Thermo Power
Corporation, an affiliate of Thermo, for cash consideration of
$4,700,000. On the same date, Thermo and the Company entered
into a letter of intent pursuant to which: (i) Thermo agreed to
sell to the Company its wholly owned engineering and consulting
businesses, The Killam Group ("Killam"), and (ii) the Company
agreed to issue to Thermo approximately 103,569,600 shares of the
Company's common stock, subject to adjustments as described in
the definitive acquisition agreement (all of the foregoing
hereinafter referred to as the "Transactions"). Following the
Transactions, Thermo will own approximately 94.4 percent of the
Company's outstanding common stock. Thermo Electron Corporation,
the parent of Thermo, will own approximately 1.1 percent of the
Company's common stock.
The terms of the Transactions are set forth in the
agreements between the selling shareholders and Thermo dated May
12, 1997 and the definitive acquisition agreement between the
Company and Thermo. We have been provided with and have reviewed
the agreements between selling shareholders and Thermo and a
proposed form of the definitive acquisition agreement. We have
assumed for the purposes of this opinion (the "Opinion") that the
definitive acquisition agreement in the form executed by the
parties will not differ from such proposed form in any material
respect.
You have asked Cazenove Incorporated ("Cazenove") to advise
you as to whether or not the book value of Killam approximates
fair market value. The Board of Directors of the Company is not
engaging Cazenove to render an opinion as to whether or not the
Transactions, whether taken individually or as a whole, are fair,
from a financial point of view, to the Company. With respect to
such Opinion, we have, among other things:
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(i) reviewed the proposed form of the definitive
acquisition agreement;
(ii) reviewed the agreements between the selling
shareholders and Thermo dated May 12, 1997;
(iii) reviewed certain historical and prospective
financial, operating and other information
furnished to us by Thermo concerning the Company
and Killam;
(iv) met with the senior management of Killam to
discuss the business and operations of Killam, as
well as the prospects for the industry;
(v) visited the principal operations and facilities of
Killam;
(vi) reviewed publicly available financial and market
data for public companies which we deemed
comparable to Killam;
(vii) reviewed the financial terms of recent business
combinations deemed comparable by us for which
information was publicly available; and
(viii) conducted such other financial studies, analyses
and investigations as we deemed appropriate for
purposes of this Opinion.
Cazenove has, in the past, provided financing and financial
advisory services to Thermo Electron Corporation, the parent of
Thermo, and has received fees for rendering such services.
In rendering our Opinion we have relied upon and assumed the
accuracy, genuineness, completeness and fairness of the financial
and other information provided by Thermo, Killam and the Company
or otherwise made available to us and have not attempted
independently to verify such information. We have relied upon
the assurances of the managements of Thermo, Killam and the
Company that they are not aware of any information or facts that
would make the information provided to us misleading. We have
not made an independent evaluation or appraisal of any particular
asset, nor have we been furnished with such appraisals, and
express no opinion regarding Killam's liquidation value. Our
Opinion is necessarily based upon market economic and other
conditions as they exist on, and can be evaluated as of, the date
of this letter.
It is understood that our Opinion has been prepared solely
for the confidential use of the Board of Directors of the
Company. This letter, except as otherwise required by law, is
not to be reproduced, summarized, described, quoted, referred to,
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or given to any other person, except Thermo, or made available,
in whole or in part, in any registration statement, prospectus,
proxy statement, or in any other written document used in
connection with these Transactions, nor shall this letter be used
for any other purpose without our prior written consent.
Based upon and subject to the foregoing, we are of the
Opinion that, as of the date hereof, the book value of Killam
approximates fair market value.
Yours faithfully,
/s/ Cazenove Incorporated
CAZENOVE INCORPORATED
Exhibit 99.2
THE RANDERS GROUP TO PURCHASE
KILLAM BUSINESSES FROM THERMO TERRATECH
MUSKEGON, Michigan, September 22, 1997 - The Randers Group
Incorporated (ASE-RGI.EC) announced today that it has entered
into a definitive agreement to complete its previously announced
purchase of Thermo TerraTech's (ASE-TTT) wholly owned engineering
and consulting businesses, known as The Killam Group.
As previously agreed, in consideration of the transfer,
Randers will issue to Thermo TerraTech new shares of Randers'
common stock equal to the book value of the transferred
businesses as of the closing date, divided by $0.625. Based on
the audited book value of The Killam Group as of March 29, 1997,
which is $64,731,000, Randers would issue 103,569,600 new shares
of its common stock to Thermo TerraTech.
"This combination of Killam and Randers provides the company
a broad geographic base and a national presence, as well as the
ability to serve our collective clients with full-service
capabilities," said Thomas R. Eurich, President of The Randers
Group.
Completion of this transaction is subject to the approval of
Randers' shareholders. However, because Thermo TerraTech
currently owns approximately 53.3% of Randers' outstanding common
stock, approval by Randers' shareholders is assured. For
accounting purposes, Killam will be treated as the continuing
entity, as if it had acquired Randers. Financial reports filed by
Randers for periods after May 12, 1997, the date Thermo TerraTech
acquired a majority interest in Randers, will be restated to
include combined results for Killam and Randers. For reports
covering periods prior to May 12, 1997, results will be restated
to solely report Killam's historical operating results in place
of the previously reported results for Randers.
The Killam Group provides engineering consulting and design
services to industry and local governments. The Randers Group,
based in Muskegon, Michigan, provides design engineering, project
management, and construction services for industrial clients in
the manufacturing, pharmaceutical, and chemical-processing
industries.
