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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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TOPRO, INC.
(Name of Issuer)
Common Stock 89078G10-4
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 7, 1997
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
(a) Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
(b) Renaissance U.S. Growth & Income Trust, PLC
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2. Check the Appropriate Box if a Member of a Group:
(a) X
(b)
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3. SEC Use Only:
4. Source of Funds: WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): None
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6. Citizenship or Place of Organization: (a) Texas
(b) England
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole voting Power: (a) 1,184,399
(b) 406,075
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8. Shared Voting Power: None
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9. Sole Dispositive Power: (a) 1,184,399
(b) 406,075
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10. Shared Dispositive Power: None
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11. Aggregate Amount Beneficially Owned be Each Reporting Person:
(a) 1,184,399
(b) 406,075
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
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13. Percent of Class Represented by Amount in Row (11): (a) 7.63%
(b) 2.62%
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14. Type of Reporting Person: PN, CO
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AMENDED SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. SECURITY AND ISSUER
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$1,500,000 9% Convertible Debenture No. 1 from Topro, Inc. as Borrower,
and Renaissance Capital Growth & Income Fund, Inc. dated February 21, 1996
$1,000,000 9% Convertible Debenture No. 2 from Topro, Inc. as Borrower,
and Renaissance Capital Growth & Income Fund, Inc. dated March 5, 1996
$1,000,000 9% Convertible Debenture No. 3 from Topro, Inc. as Borrower,
and Renaissance Capital Growth & Income Fund, Inc. dated June 17, 1996
$1,200,000 9% Convertible Debenture No. 1 from Topro, Inc. as Borrower,
and Renaissance U.S. Growth & Income Trust, PLC dated October 30, 1996
Topro, Inc. Company
2525 West Evans Ave.
Denver, CO 80219
Item 2. IDENTITY AND BACKGROUND
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a., b., c. Renaissance Capital Growth & Filer
Income Fund III, Inc.
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance U.S. Growth & Income
Trust, PLC Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Investment Advisor to
8080 N. Central Expressway, Suite 210 the Filers
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 and is traded on the Nasdaq
National Market.
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The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Barbe Butschek, Senior Vice President, Corporate Secretary
and Treasurer
Vance M. Arnold, Executive Vice President
Robert C. Pearson, Senior Vice President
Mardon M. Navalta, Vice President
Norman D. Cox, Vice President
d. None
e. None
f. Texas
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The Filers' source of funds for this transaction came exclusively
from the Filers' 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
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The purpose of the acquisition of these securities for Renaissance
Capital Growth & Income Fund III, Inc. was as an investment in accordance
with its election as a Business Development Company under the Investment Act
of 1940. The purpose of the acquisition of these securities for Renaissance
U.S. Growth & Income Trust, PLC was as an investment in accordance with its
investment strategy of investing in smaller United States public companies.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
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On February 21, 1996, the Company and Renaissance Capital Growth &
Income Fund III, Inc. entered into a Convertible Debenture Loan Agreement
pursuant to which the Company issued to Renaissance Capital Growth & Income
Fund III, Inc. 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.
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A second Convertible Debenture for $1,000,000 with identical terms was
issued to the Company by Renaissance Capital Growth & Income Fund III, Inc.
on March 5, 1996.
On June 17, 1996, Renaissance Capital Growth & Income Fund III, Inc.
issued a $1,000,000 Convertible Debenture to the Company yielding a 9%
interest rate, convertible at $1.50 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.
On October 30, 1996, the Company and Renaissance U.S. Growth & Income
Trust, PLC entered into a Convertible Debenture Loan Agreement pursuant to
which the Company issued to Renaissance U.S. Growth & Income Trust, PLC a
$1,200,000 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 November 1, 2003. The Debenture also
calls for mandatory principal installments commencing November 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 November 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 November 1, 1996
the closing bid price for the common stock of the Company averages at least
$5.00 per share for twenty consecutive trading days and if the $5.00 bid
price is supported by $.25 net earnings per share in the aggregate for the
last four consecutive fiscal quarters proceeding the redemption notice.
The Convertible Debenture Loan Agreements grant the Filers the right to
elect one member to the board of directors of the Company. This right was
exercised on February 13, 1997. The Filers do not have the right to vote or
to dispose of the Common Stock underlying the Debentures unless they convert
the Debentures.
The Filers did not effect any transactions in the securities of the
Company prior to the purchase of the Debentures.
Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
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The Company and the Filers entered into Convertible Debenture Loan
Agreements described in Item 5. These agreements contain typical default and
other provisions.
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Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
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Not Applicable
Item 8. MATERIAL TO BE FILED AS EXHIBITS
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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: August 25, 1997
Renaissance Capital Growth & Income Fund III, Inc.
By: /s/ Vance M. Arnold
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Vance M. Arnold, Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor
Renaissance U.S. Growth & Income Trust, PLC
By: /s/ Vance M. Arnold
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Vance M. Arnold, Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor
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