UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
The Randers Killam Group Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
752333 20 3
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 5, 1999
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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<PAGE>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ x ]
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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
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 24,361,210
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
24,361,210
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10 SHARED DISPOSITIVE POWER
0
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<PAGE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
24,361,210
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
95.8%
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14 TYPE OF REPORTING PERSON *
CO
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<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $.0001 per
share, of The Randers Killam Group Inc. (the "Issuer"), as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the
information previously reported under Items 4 and 6 of this Schedule 13D. The
Reporting Person holds the Shares of the Issuer that are the subject of this
Amendment through one or more controlled subsidiaries. As of the date of this
Amendment, 24,110,210 Shares were held by Thermo TerraTech Inc. ("TerraTech"), a
majority-owned subsidiary of the Reporting Person.
The Reporting Person develops, manufactures and markets analytical and
monitoring instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. The Reporting Person also develops alternative-energy
systems and clean fuels, provides a range of services including industrial
outsourcing and environmental-liability management, and conducts research and
development in advanced imaging, laser communications, and electronic
information-management technologies.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02454-9046.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Person his or her (a) name; (b)
residence or business address; (c) present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and (d) citizenship. To the
knowledge of the Reporting Person, there is no person who may be deemed to be a
controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Any funds necessary for the proposed transactions described in Item 4 below
will be paid out of the Reporting Person's working capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On May 5, 1999, the Reporting Person announced modifications to its
previously announced plan to merge the Issuer, along with ThermoRetec
Corporation ("Retec"), a majority-owned, publicly traded subsidiary of
TerraTech, into TerraTech. The Reporting Person announced that, under the
modified plan, each of the Issuer, Retec, and TerraTech would be merged into and
become wholly owned subsidiaries of the Reporting Person. Public shareholders of
each of the Issuer, Retec, and TerraTech would receive shares of common stock of
the Reporting Person in exchange for their shares of the common stock of the
Issuer, Retec, and TerraTech, respectively. Certain conditions to the proposed
transactions are set forth in Item 6.
Except as set forth in this Item 4 and in Item 6, neither the Reporting
Person nor, to the Reporting Person's knowledge, any of the executive officers
or directors of the Reporting Person 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, although the Reporting Person and such other
persons do not rule out the possibility of effecting or seeking to effect any
such actions in the future.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) - (c) are hereby amended and restated in their entirety as
follows:
(a) The Shares beneficially owned by the Reporting Person include 251,000
Shares, or approximately 0.9% of the outstanding Shares, owned directly by the
Reporting Person and 24,110,210 Shares, or approximately 94.8% of the
outstanding Shares, owned by TerraTech. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 168,300 Shares or approximately 0.7% of the
outstanding Shares. To the knowledge of the Reporting Person, the Shares
beneficially owned by all executive officers and directors of the Reporting
Person include 168,300 Shares that such persons have the right to acquire within
60 days through the exercise of stock options. Ownership information for each
executive officer and director of the Reporting Person is set forth below.
<PAGE>
Name Number of Shares(1)
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John M. Albertine 0
Peter O. Crisp 0
Elias P. Gyftopoulos 0
George N. Hatsopoulos 48,000
John N. Hatsopoulos 48,000
Brian D. Holt 4,000
Frank Jungers 0
John T. Keiser 4,000
Paul F. Kelleher 8,000
Earl R. Lewis 4,000
Robert A. McCabe 0
Theo Melas-Kyriazi 4,000
Donald E. Noble 300
Hutham S. Olayan 0
Robert W. O'Leary 0
William A. Rainville 24,000
Arvin H. Smith 24,000
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive officers as 168,300
a group (19 persons)
(1) Shares reported as beneficially owned by Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos, Mr. Holt, Mr. Keiser, Mr. Kelleher, Mr. Lewis, Mr. Melas-Kyriazi,
Mr. Noble, Mr. Rainville, Mr. Smith and all directors and executive officers as
a group include 48,000, 48,000, 4,000, 4,000, 8,000, 4,000, 4,000, 300, 24,000,
24,000 and 168,300 Shares, respectively, that such person or members of the
group have the right to acquire within 60 days.
While certain directors and executive officers of the Reporting Person are
also directors and officers of the Issuer, all such persons disclaim beneficial
ownership of the Shares owned by the Reporting Person.
(b) The Reporting Person and the executive officers and directors of the
Reporting Person have the sole power to vote and dispose of the Shares each such
person owns.
(c) The Reporting Person has effected no transactions with respect to the
Shares during the past 60 days. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person have effected no
transactions in the Shares in the past 60 days.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The following are added as the first two paragraphs of Item 6:
As set forth in Item 4 hereof, the Reporting Person has announced that the
Issuer, along with Retec and TerraTech, may be merged into the Reporting Person.
The completion of this transaction is subject to numerous conditions, including
the establishment of prices and exchange ratios, confirmation of anticipated tax
consequences, approval by the directors of each of the Issuer, Retec, and
TerraTech, including the independent directors of such companies, negotiation
and execution of definitive purchase and sale or merger agreements, clearance by
the Securities and Exchange Commission of a registration statement and proxy
materials regarding the proposed transaction, and, where appropriate, receipt of
fairness opinions from investment banking firms.
Of the 251,000 Shares beneficially owned by the Reporting Person, 214,400
Shares are subject to options to acquire such Shares granted by the Reporting
Person pursuant to its director and employee stock option plans. The executive
officers and directors of the Reporting Person have the right, pursuant to such
options, to acquire 112,300 Shares. In addition, the following executive
officers and directors of the Reporting Person have the right to acquire Shares
from the Issuer pursuant to the Issuer's director and employee stock option
plans: Mr. J. Hatsopoulos has the right to acquire 48,000 Shares within 60 days;
and Mr. Kelleher has the right to acquire 8,000 Shares within 60 days.
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
Reporting Person certifies that the information set forth in this statement is
true, complete and correct.
Date: May 10, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
<PAGE>
Appendix A is hereby amended and restated in its entirety as follows:
APPENDIX A
The following individuals are executive officers or directors of Thermo
Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02454-9046.
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 N.W., Suite
505, Washington, DC 20005.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until August 1997, a General Partner of Venrock Associates,
a venture capital investment firm. He has been the vice chairman of Rockefeller
Financial Services, Inc. since December 1997.
Elias P. Gyftopoulos: Director, Thermo Electron
Dr. Gyftopoulos is Professor Emeritus of 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 Chairman of Pilot Capital Corporation, a firm which is
engaged in private investments. His business address is Pilot Capital
Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022.
Donald E. Noble: Director, Thermo Electron
For more than 20 years, from 1959 to 1980, Mr. Noble served as the Chief
Executive Officer of Rubbermaid, Incorporated, first with the title of President
and then as Chairman of the Board. His business address is Rubbermaid,
Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
<PAGE>
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chairman of Premier, Inc., a strategic
healthcare alliance. His business address is Premier, Inc., 12225 El Camino
Real, San Diego, California 92130.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America Corporation, a
firm engaged in private investments, including real estate, and advisory
services. Her business address is Suite 1100, 505 Park Avenue, New York, New
York 10022. Ms. Olayan is a citizen of Saudi Arabia.
Richard F. Syron: Director, Thermo Electron
Dr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. In March 1999, Dr. Syron was appointed
President and Chief Executive Officer of Thermo Electron, effective June 1,
1999. His business address is 86 Trinity Place, New York, New York 10006.
Roger D. Wellington: Director, Thermo Electron
Mr. Wellington is the President and Chief Executive Officer of Wellington
Consultants, Inc. and of Wellington Associates, Inc., international business
consulting firms.
George N. Hatsopoulos: Director, Chairman of the Board and
Chief Executive Officer, Thermo
Electron
John N. Hatsopoulos: Director and Vice Chairman of the
Board, Thermo Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
<PAGE>
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
