<PAGE> 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
--------------------------------------------------------
Securities and Exchange Commission
Washington, D.C. 20549
--------------------------------------------------------
TOPRO, INC.
(Name of Issuer)
Common 89078G10-4
(Title of Class of Securities) (CUSIP Number)
Elroy G. Roelke
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 17, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) N/A
------------
(b) N/A
------------
3. SEC Use Only:
4. Source of Funds: PF
---------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): None
------
6. Citizenship or Place of Organization: Texas
-------
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: 2,111,111 (excluding warrants)
-------------------------------
(8) Shared Voting Power: 0
----
<PAGE> 2
(9) Sole Dispositive Power: 2,111,111 (excluding warrants)
--------------------------------
(10) Shared Dispositive Power: 0
---
11. Aggregate Amount Beneficially Owned be Each Reporting Person: 2,111,111
(exculding warrants) ---------
--------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
----
13. Percent of Class Represented by Amount in Row (11): 33.4%
-----
14. Type of Reporting Person: PN/IV
-------
<PAGE> 3
AMENDED SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. SECURITY AND ISSUER
$1,500,000 9% Convertible Debenture #1; $1,000,000 9% Convertible
Debenture #2 and $1,000,000 9% Convertible Debenture #3 by and
between Renaissance Capital Growth & Income Fund III, Inc. as
Lender and Topro, Inc. and its subsidiaries as Borrower.
Topro, Inc. Company
2525 West Evans Ave.
Denver, CO 80219
Item 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Growth & Filer
Income Fund III, Inc.
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Investment Advisor to
8080 N. Central Expressway, Suite 210 the Filer
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under
the Investment Company Act of 1940.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Elroy G. Roelke, Senior Vice President and General Counsel
Barbe Butschek, Senior Vice President, Corporate Secretary
and Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
Renaissance Capital Group, Inc. a Texas corporation, is the Investment
Advisor and is responsible for the administration of the Filer's investment
portfolio.
d. None
e. None
f. Texas
<PAGE> 4
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filer's source of funds for this transaction came exclusively
from the Filer's investment capital. No borrowed funds were used in the
transaction. The securities were acquired directly from the Company in a
private placement.
Item 4. PURPOSE OF TRANSACTION
The sole purpose of the acquisition of these securities was as an
investment in accordance with Filer's election as a Business Development
Company under the Investment Act of 1940.
The Filer, as part of its Loan Agreement with the Company, has the
right to elect one member to the Board of Directors of the Company. The
Filer has not yet made a decision whether it will elect such right.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
On February 21, 1996, the Company and Filer entered into a Convertible
Debenture Loan Agreement pursuant to which the Company issued to the Filer a
$1,500,000 Convertible Debenture yielding a 9% interest rate and is
convertible at $1.50 per share. Interest is payable monthly and if not
sooner redeemed or converted, matures March 1, 2003. The Debenture also
calls for mandatory principal installments commencing March 1, 1999 in the
amount of $10 per $1,000 paid on a monthly basis with the final installment
of all remaining unpaid principal due on March 1, 2003. The Debenture also
calls for the Debenture to be redeemed if the Company's stock is not listed
on a national exchange or there is a change in control of the voting stock.
The Debenture is redeemable at 120% of par if after March 1, 1996 the closing
bid price for the common stock of the Company averages at least $6.00 per
share for twenty consecutive trading days and if the $6.00 bid price is
supported by $.30 net earnings per share in the aggregate for the last four
consecutive fiscal quarters proceeding the redemption notice.
An additional $1,000,000 Convertible Debenture with identical terms was
issued to the Company on March 5, 1996.
On June 17, 1996, the Filer issued a $1,000,000 Convertible Debenture to
the Company yielding a 9% interest rate, convertible at $2.25 per share which
is subject to anti dilution prices found within the Debenture. Interest is
payable monthly and if not sooner redeemed or converted, matures June 1,
2003. The Debenture also calls for mandatory principal installments
commencing on June 1, 1999 in the amount of $10 per $1,000. The Debenture is
redeemable at 123% of par if after June 1, 1998 the closing bid price for the
common stock of the Company averages at least $7.00 per share for twenty
consecutive trading days and if the $7.00 bid price is supported by $.35 net
earnings per share in the aggregate for the last four consecutive fiscal
quarters proceeding the redemption notice.
<PAGE> 5
The Convertible Debenture Loan Agreement grants the Filer the right to
elect one member to the board of directors of the Company and as yet the
Filer has not made a decision whether it will elect such a right. The Filer
does not have the right to vote the Common Stock underlying the Convertible
Debenture until and unless it elects to convert said instrument.
The Company has not effected any transactions in the securities of the
Company prior to the purchase of the Convertible Debenture.
Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
The Company and the Filer entered into Convertible Debenture Loan
Agreements on February 21, 1996, March 5, 1996 and June 17, 1996. Said
document contains default and other provisions contained in loan agreements
more generally. As mentioned in the previous item, the Convertible Debenture
Loan Agreements grant the Filer the option to name a board of director to the
Company. The Investment Advisor of the Filer has a profit interest of up to
20% of the profits of the Filer.
Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Not Applicable
Item 8. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
I certify to the best of my knowledge and belief the information set
forth in this statement is true, complete and correct.
Date: March 8, 1996
Renaissance Capital Growth & Income Fund III, Inc.
By: Renaissance Capital Group, Inc.
Investment Advisor
/s/ Elroy G. Roelke
--------------------------
Elroy G. Roelke
Senior Vice President and
General Counsel
