UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
October 19, 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 24,359,564
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
24,359,564
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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
24,359,564
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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 it owns both directly and
indirectly through one or more controlled subsidiaries. As of the date of this
Amendment, 24,108,770 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 transaction 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 October 20, 1999, the Issuer issued a press release stating that it has
entered into a definitive agreement and plan of merger with the Reporting
Person, under which the Reporting Person would acquire all of the outstanding
Shares held by the stockholders of the Issuer other than the Reporting Person
and its affiliates. The Issuer's board of directors approved the merger
agreement based on a recommendation of its special committee, which was charged
with representing the interests of the Registrant's public shareholders.
Under the terms of the merger agreement, each issued and outstanding Share
not already owned by the Reporting Person would be converted into the right to
receive $4.50 in cash. Following the merger, the Shares would cease to be
publicly traded.
Except as set forth in this Item 4 and 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 250,794
Shares, or approximately 1.0% of the outstanding Shares, owned directly by the
Reporting Person and 24,108,770 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 140,000 Shares or approximately 0.6% 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 consist of 140,000 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
Samuel W. Bodman 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 0
Hutham S. Olayan 0
Robert W. O'Leary 0
William A. Rainville 24,000
Richard F. Syron 0
Roger D. Wellington 0
All directors and current executive officers as 140,000
a group (18 persons)
(1) Shares reported as beneficially owned by Dr. G. Hatsopoulos, Mr. J.
Hatsopoulos, Mr. Holt, Mr. Keiser, Mr. Kelleher, Mr. Lewis, Mr. Rainville and
all directors and executive officers as a group include 48,000, 48,000, 4,000,
4,000, 8,000, 4,000, 24,000 and 140,000 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 first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
As set forth in Item 4 hereof, the Issuer has entered into a definitive
agreement and plan of merger with the Reporting Person, under which the
Reporting Person would acquire all of the outstanding Shares of the Issuer held
by the public stockholders of the Issuer. The completion of this transaction is
subject to certain customary conditions, including completion of review by the
Securities and Exchange Commission of the proxy statement to be sent to the
public stockholders of the Issuer regarding the proposed transaction. The
Reporting Person intends to vote its Shares in favor of the merger agreement,
thus assuring that the merger agreement will be approved.
Of the 24,359,564 Shares beneficially owned by the Reporting Person,
201,800 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 84,000 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.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following as an exhibit:
(i) Agreement and Plan of Merger dated as of October 19, 1999 by and among
Thermo Electron Corporation, RK Acquisition Corporation and The Randers Killam
Group Inc. (filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K
dated October 19, 1999 and incorporated herein by reference).
<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: October 21, 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.
Samuel W. Bodman: Director, Thermo Electron
Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a
manufacturer of specialty chemicals and materials. His business address is Cabot
Corporation, 75 State Street, Boston, Massachusetts 02109.
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.
<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.
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.
Richard F. Syron: Director, President and Chief
Executive Officer, Thermo Electron
George N. Hatsopoulos: Director and Chairman of the Board,
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.
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
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
