UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
The Randers Group Incorporated
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
752333 10 4
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(CUSIP Number)
March 14, 1997
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(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No. 752333 10 4 Page 2 of 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
_________________________________________________________________________
7 SOLE VOTING POWER
1,260,000
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,260,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,260,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ x ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 752333 10 4 Page 3 of 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Power Corporation
04-2891371
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
_________________________________________________________________________
7 SOLE VOTING POWER
420,000
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 420,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
420,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ x ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 752333 10 4 Page 4 of 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo TerraTech Inc.
04-2925807
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
_________________________________________________________________________
7 SOLE VOTING POWER
-0-
NUMBER OF
------ -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
------ -------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
------ -------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------ ---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
-0-
------ ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ x ]
------ ---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0%-
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14 TYPE OF REPORTING PERSON *
CO
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CUSIP No. 752333 10 4 Page 5 of 13
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 2 to Schedule 13D amends and restates the entire text
of the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation and its subsidiary Thermo Power Corporation relating
to shares of common stock, par value $.0001 per share, of The Randers
Group Incorporated.
Item 1. Security and Issuer.
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This Schedule 13D relates to the shares of common stock, $.0001 par
value per share (the "Shares"), of The Randers Group Incorporated (the
"Issuer"). The Issuer's principal executive offices are located at 570
W. Seminole Road, Muskegon, Michigan 49444.
Item 2. Identity and Background.
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This Schedule 13D is being filed by (i) Thermo Electron Corporation
("Thermo Electron"), (ii) Thermo Power Corporation ("Thermo Power") and
(iii) Thermo TerraTech Inc. ("Thermo TerraTech"). Thermo Electron,
Thermo Power and Thermo TerraTech are sometimes referred to collectively
herein as the "Reporting Persons").
The common stock of Thermo Electron is publicly traded on the New
York Stock Exchange. To its knowledge, there is no person who may be
deemed to be a controlling person of Thermo Electron. The common stock
of Thermo Power and Thermo TerraTech are both publicly traded on the
American Stock Exchange. Thermo Electron owns approximately 65% and 81%
of the common stock of Thermo Power and Thermo TerraTech, respectively.
The principal business and office address of each of the Reporting
Persons is 81 Wyman Street, Waltham, Massachusetts 02254. Thermo
Electron and Thermo TerraTech are each Delaware corporations. Thermo
Power is a Massachusetts corporation.
Thermo Electron's principal businesses include the development,
manufacture and marketing of analytical and environmental-monitoring
instruments, alternative-energy systems, industrial process equipment,
biomedical products, and various devices based on advanced technologies.
Thermo Electron also provides environmental and metallurgical services.
Thermo Power develops, manufactures, markets and services power
generation, cooling and related products, many of which are fueled by
natural gas. In addition, Thermo Power develops gas-powered lighting
products for commercialization.
Thermo TerraTech provides environmental services and infrastructure
planning and design, encompassing a range of specializations including
consulting and design, the remediation of soil and fluids, laboratory
testing and metal treating.
Appendix A attached to this Schedule 13D sets forth with respect to
each executive officer and director of Thermo Electron, Thermo Power and
Thermo TerraTech his or her (a) name; (b) residence or business address;
(c) present principal occupation or employment and the name, principal
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CUSIP No. 752333 10 4 Page 6 of 13
business and address of any corporation or other organization in which
such employment is conducted; and (d) citizenship.
During the last five years, none of the Reporting Persons, nor (to
the knowledge of the Reporting Persons) any executive officer or director
of any of the Reporting Persons, has been convicted in a criminal
proceeding.
During the last five years, none of the Reporting Persons, nor (to
the knowledge of the Reporting Persons) any executive officer or director
of any of the Reporting Persons, has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order (i) enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or (ii) finding a violation with respect to such
laws.
Marshall J. Armstrong, Senior Vice President, Government Affairs, of
Thermo Electron and a director of Thermo Power, may also be deemed to
beneficially own 10,000 Shares of the Issuer for purposes of Rule
13d-3(a). The Shares referred to in this report as beneficially owned by
Mr. Armstrong are owned by his wife and adult son whom he supports. Mr.
Armstrong disclaims beneficial ownership of these Shares. Mr.
Armstrong's business address is Thermo Electron Corporation, 81 Wyman
Street, Waltham, Massachusetts 02254. Mr. Armstrong is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Of the Shares of the Issuer owned by the Reporting Persons and
referred to in Item 5, Thermo Electron purchased 1,000,000 Shares
directly from the Issuer for $1,000,000 in March, 1991, and 260,000
Shares in open market purchases at various times for aggregate
consideration of $172,716 (including brokerage commissions). Thermo
Power acquired an additional 420,000 Shares in January, 1994 pursuant to
the exercise of an option granted by a former officer and director of the
Issuer, for an aggregate exercise price of $428,904. All funds used to
purchase these Shares came out of the working capital of Thermo Electron
or Thermo Power, as the case may be, and there were no borrowings in
connection with such purchases.
The Shares purchased by family members of Marshall J. Armstrong were
purchased in March, 1991 for an aggregate consideration of $10,500
(including brokerage commissions). The funds used to purchase such
Shares were personal funds and there were no borrowings in connection
with such purchases.
Item 4. Purpose of Transaction.
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The Operating Committee of Thermo Electron has authorized Thermo
TerraTech to enter into discussions with the Issuer with respect to one
or more possible transactions, which, if consummated, would result in the
acquisition by Thermo TerraTech of at least a majority of the equity
interest in the Issuer. Such a transaction could take the form of
purchases of Shares from existing shareholders of the Issuer, purchases
of additional Shares directly from the Issuer or any other form,
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CUSIP No. 752333 10 4 Page 7 of 13
including a merger. There can be no assurance that any such transaction
will occur.
The persons identified in response to Item 2 will continue to
consider various relevant factors, including their evaluation of the
Issuer's business, prospects and financial condition, amounts and prices
of available securities of the Issuer, the market for the Issuer's
securities, other opportunities available to such persons and general
market and economic conditions. Depending on such factors, such persons
may either make additional purchases of Shares or other securities of the
Issuer in such manner and in such amounts as they determine to be
appropriate, or such persons may decide to sell all or part of their
Shares.
Thermo TerraTech reserves the right to cause certain changes in the
present board of directors and/or management of the Issuer in the event
that Thermo TerraTech completes the acquisition of at least a majority of
the equity interest in the Issuer. Except as set forth in this Item 4,
however, none of the Reporting Persons, nor, to the Reporting Persons'
knowledge, any of the executive officers or directors of any of the
Reporting Persons, has any current plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of March 14, 1997, the Reporting Persons collectively
beneficially owned 1,680,000 Shares, or 11.9%, of the Issuer's
outstanding common stock. The Shares reported beneficially owned by
Thermo Electron include the 420,000 Shares (3.0%) owned by its
65%-subsidiary, Thermo Power. Certain family members of Marshall J.
Armstrong beneficially own 10,000 Shares, or .07%, of the Issuer's
outstanding common stock. Mr. Armstrong disclaims beneficial ownership
of these Shares. To the knowledge of the Reporting Persons, no other
executive officer or director of any of the Reporting Persons
beneficially owns any Shares of the Issuer.
(b) Thermo Electron has the sole power to vote and dispose of the
Shares owned by it. Thermo Power has the sole power to vote and dispose
of the Shares owned by it. By virtue of its 65% ownership of Thermo
Power, Thermo Electron may be deemed to have the power to vote and
dispose of the Shares owned by Thermo Power. However, the Reporting
Persons disclaim the existence of a group among themselves for purposes
of this Schedule 13D. As described in Item 2, Mr. Armstrong may be
deemed to have the sole power to vote and dispose of the 10,000 Shares
identified in the last paragraph of Item 2.
(c) During the past 60 days none of the Reporting Persons have
effected any transactions in the Shares.
To the knowledge of the Reporting Persons, no other executive
officer or director of any of the Reporting Persons has effected any
transactions in the Shares during the past 60 days.
(d) Not applicable.
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CUSIP No. 752333 10 4 Page 8 of 13
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Thermo Electron acquired 1,000,000 of the Shares referred to in Item
5 from the Issuer pursuant to a Stock Purchase Agreement dated March 13,
1991. Thermo Electron paid $1,000,000 to the Issuer for such Shares.
Thermo Electron also paid a finder's fee of $25,000 to Sexton Associates.
The Stock Purchase Agreement prohibits the sale of such Shares by Thermo
Electron unless the sale is registered under the Securities Act of 1933
and the securities laws of any appropriate states or an exemption from
such registration is available.
Thermo Power acquired 420,000 of the Shares referred to in Item 5
pursuant to the exercise of an option originally granted to the Issuer by
Richard A. McEnhill, a former officer of the Issuer. The Issuer assigned
such option to Thermo Power under an Option Assignment Agreement dated as
of January 19, 1994. Thermo Power paid $24,486 to the Issuer in
consideration of the assignment of such option to Thermo Power, and paid
Mr. McEnhill $428,904 for such Shares upon the exercise of such option.
The Option Assignment Agreement contains no restrictions on the further
disposition of such 420,000 Shares.
Item 7. Material to be filed as Exhibits.
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(i) Option granted by Richard A. McEnhill to the Issuer dated
March 8, 1991 (included as an exhibit to Amendment No. 1
to Thermo Electron's Schedule 13D filed on January 27,
1994).
(ii) Option Assignment Agreement between the Issuer and Thermo
Power dated as of January 19, 1994 (included as an exhibit
to Amendment No. 1 to Thermo Electron's Schedule 13D filed
on January 27, 1994).
(iii) Stock Purchase Agreement between the Reporting Person and
the Issuer dated March 13, 1991 (included as an exhibit to
Thermo Electron's Schedule 13D filed on March 22, 1991).
(iv) Agreement regarding filing of joint Schedule 13D.
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CUSIP No. 752333 10 4 Page 9 of 13
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: March 19, 1997 THERMO ELECTRON CORPORATION
By: /s/ John P. Appleton
------------------------------
John P. Appleton
Vice President
Date: March 19, 1997 THERMO POWER CORPORATION
By: /s/ Jonathan W. Painter
---------------------------------
Jonathan W. Painter
Treasurer
Date: March 19, 1997 THERMO TERRATECH INC.
By: /s/ John P. Appleton
------------------------------
John P. Appleton
President and
Chief Executive Officer
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CUSIP No. 752333 10 4 Page 10 of 13
APPENDIX A
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron"), Thermo Power Corporation
("Thermo Power") or Thermo TerraTech Inc. ("Thermo TerraTech"). Unless
otherwise noted, all such individuals are citizens of the United States.
Unless otherwise indicated, the business address of each executive
officer of Thermo Electron, Thermo Power and Thermo TerraTech is Thermo
Electron Corporation, 81 Wyman Street, Waltham, Massachusetts 02254.
John M. Albertine: Director, Thermo Electron
Dr. Albertine is Chairman of the Board and Chief Executive Officer
of Albertine Enterprises, Inc., an economic and public policy consulting
firm. His business address is Albertine Enterprises, Inc., 1156 15th
Street, NW, Suite 505, Washington, D.C. 20005.
Peter O. Crisp: Director, Thermo Electron;
Director, Thermo Power
Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is 30 Rockefeller Plaza,
Room 5600, New York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
Dr. Gyftopoulos is Professor Emeritus at the Massachusetts Institute
of Technology. His business address is Massachusetts Institute of
Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge,
Massachusetts 02139.
Frank Jungers: Director, Thermo Electron
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 NW Murray, Suite 242, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His
business address is Pilot Capital Corporation, 444 Madison Avenue, Suite
2103, New York, New York 10022.
Frank E. Morris: Director, Thermo Electron
Mr. Morris is a business consultant. His business address is 6234
Billerive Avenue, #702, Naples, Florida 33999.
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CUSIP No. 752333 10 4 Page 11 of 13
Donald E. Noble: Director, Thermo Electron;
Director, Thermo Power;
Director, Thermo TerraTech
Mr. Noble is a business consultant. His business address is c/o
Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America
Corporation, a private investment management firm. Her business address
is Olayan America Corporation, 505 Park Avenue, Suite 1100, New York, New
York 10022. Ms. Olayan is a citizen of Saudi Arabia.
Roger D. Wellington: Director, Thermo Electron
Mr. Wellington is President and Chief Executive Officer of
Wellington Consultants, Inc. and of Wellington Associates Inc., business
consulting firms. His residential address is P.O. Box 8186, 5555 Gulf of
Mexico Drive, Unit 302, Longboat Key, Florida 34228.
George N. Hatsopoulos: Director, Chairman of the Board and Chief
Executive Officer, Thermo Electron
John N. Hatsopoulos: President and Chief Financial Officer,
Thermo Electron; Director, Vice President
and Chief Financial Officer, Thermo Power;
Director, Vice President and Chief
Financial Officer, Thermo TerraTech
Robert C. Howard: Director, Thermo Power
Peter G. Pantazelos: Executive Vice President, Thermo Electron
Arvin H. Smith: Executive Vice President, Thermo Electron;
Chairman of the Board and Director, Thermo
Power
William A. Rainville: Senior Vice President, Thermo Electron;
Chairman of the Board and Director, Thermo
TerraTech
John W. Wood Jr. Senior Vice President, Thermo Electron
John P. Appleton: Vice President, Thermo Electron; Director,
President and Chief Executive Officer,
Thermo TerraTech
Marshall J. Armstrong: Senior Vice President, Government Affairs,
Thermo Electron; Director, Thermo Power
Paul F. Kelleher: Vice President, Finance and Administration,
Thermo Electron; Chief Accounting Officer,
Thermo Power; Chief Accounting Officer,
Thermo TerraTech
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CUSIP No. 752333 10 4 Page 12 of 13
J. Timothy Corcoran: President, Chief Executive Officer and
Director, Thermo Power. His business
address is 45 First Avenue, Waltham,
Massachusetts 02254.
Polyvios C. Vintiadis: Director; Thermo TerraTech. His business
address is c/o Towermarc, 2 Pickwick Plaza,
4th Floor, Greenwich, Connecticut 06830.
Emil C. Herkert: Vice President, Thermo TerraTech. His
business address is c/o Killam Associates,
27 Bleeker Street, Milburn, New Jersey
07041.
Jeffrey L. Powell: Vice President, Thermo TerraTech. His
business address is c/o Thermo Remediation
Inc., 1964 S. Orange Blossom Trail, Apopka,
Florida 32703.
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CUSIP No. 752333 10 4 Page 13 of 13
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D, or any further amendment thereto,
need be filed with respect to the current ownership of any of the
undersigned of shares of common stock of The Randers Group Incorporated
or any purchases of additional stock of such company by any of the
undersigned.
Date: March 19, 1997 THERMO ELECTRON CORPORATION
By: /s/ John P. Appleton
------------------------------
John P. Appleton
Vice President
Date: March 19, 1997 THERMO POWER CORPORATION
By: /s/ Jonathan W. Painter
---------------------------------
Jonathan W. Painter
Treasurer
Date: March 19, 1997 THERMO TERRATECH INC.
By: /s/ John P. Appleton
------------------------------
John P. Appleton
President and
Chief Executive Officer
