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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
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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:
<TABLE>
<S> <C>
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
=========
</TABLE>
___________
*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
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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.
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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
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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.
