SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check
the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy
Statement [ X] Definitive Additional Materials [ ] Soliciting Material Pursuant
to ss. 240.14a-11(c) or ss. 240.14a-12
..............................RANGER INDUSTRIES, INC...........................
(Name of Registrant as Specified In Its Charter)
..................PURE GROUP, INC., a Delaware corporation.....................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
........................................................................
2) Aggregate number of securities to which transaction applies:
........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
........................................................................
4) Proposed maximum aggregate value of transaction:
........................................................................
5) Total fee paid:
........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11-(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _____________________________________________
2) Form, Schedule or Registration Statement No:_________________________
3) Filing Party: _______________________________________________________
4) Date Filed: _________________________________________________________
619606.1
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PURE GROUP, INC.
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PURE GROUP, INC.
P.O. BOX 1028
LAKE WORTH, FLORIDA 33460
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July 31, 1997
TO THE STOCKHOLDERS OF RANGER INDUSTRIES, INC:
Pure Group, Inc., a Delaware corporation (the "Soliciting Stockholder"),
commencing on or about June 20, 1997, distributed a proxy statement (the
"Opposition Proxy Statement" or the "Proxy Statement") for the purpose of
removing the persons then serving on the board of directors (the "Former Board")
of Ranger Industries, Inc., a Connecticut corporation (the "Company"), and
replacing the Former Board with three persons (the "New Board") who, the
Soliciting Stockholder believes, would be more likely to enhance the value of
the outstanding common stock of the Company (the "Common Stock"). The Soliciting
Stockholder undertook the solicitation in the belief that the Former Board has
failed to take action that would enhance the value of the Common Stock of the
Company to the stockholders of the Company (the "Stockholders"), and that the
members of the New Board have the experience, ability and interest in improving
the value of the Common Stock.
As a result of the Soliciting Stockholder's efforts, and the support of
the Stockholders to date, the Soliciting Stockholder, the Company and the
members of the Former Board have come to an agreement (the "Settlement
Agreement") that has resulted in the appointment of the persons comprising the
New Board as the members of the Board of Directors of the Company. In addition,
the date of the 1997 Annual Meeting has been postponed to August 11, 1997,
commencing at 10:00 a.m., and has been relocated to the offices of the
Soliciting Stockholders's legal counsel, Battle Fowler LLP, 75 East 55th Street,
New York, New York 10022.
As of the date of this letter, an absolute majority of all outstanding
Common Stock has submitted proxy cards to vote FOR the New Board. We note, as
set forth in the Opposition Proxy Statement, that the proxies are revocable by
the Stockholders at any time prior to being voted at the Annual Meeting, and so
the foregoing vote count is subject to decrease or increase. If a quorum is not
present at the 1997 Annual Meeting, including all adjournments thereof (if any),
the New Board would remain in office until the time of the next annual meeting
of stockholders, or until their successors are elected and qualified.
A summary of the terms of the Settlement Agreement is as follows:
(a) The Soliciting Stockholder has loaned (the "Loan") to the
Company the amount of $196,476.97, which bears interest at two points
above the announced prime rate, as adjusted from time to time, compounded
monthly. As required by the Settlement Agreement, the Loan will be
applied as follows:
. To pay the accrued but unpaid salary of the
Company's former chief executive officer, Mr.
James B. Rubin, including payroll
taxes and withholdings thereon...............................$54,063
. To pay certain overdue management fees owed to an
affiliate of Mr. Rubin.......................................$20,904
619606.1
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PURE GROUP, INC.
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July 31, 1997
Page 2
(b) Messrs. James Berman and Duncan N. Darrow resigned from the
Board of Directors, and Mr. Rubin, as the sole remaining member of the
Board filled the vacancies resulting from such resignations by
appointing Messrs. Morton E. Handel and Isaac Perlmutter as directors;
Mr. Rubin then resigned from the Board, and Messrs. Handel and
Perlmutter elected Mr. Raymond Minella to fill the vacancy resulting
from Mr. Rubin's resignation.
(c) The New Board will maintain in force the Company's current
directors' and officers' liability insurance for not less than one year
beyond the current expiration date of December 27, 1997, provided that
such insurance is available at a premium that is not more than 50% higher
than the premium for the year ended December 27, 1997. The Soliciting
Stockholder has been advised by former management that the annual premium
for the year ended December 27, 1997, was approximately $35,000.
(d) Mr. Rubin has agreed to deliver a written proxy card
appointing the New Board as his proxy at the 1997 Annual Meeting, but he
has withheld authority to vote for the New Board.
(e) The Soliciting Stockholder and the individual members of the
Former Board - i.e., Messrs. James B. Rubin, James Berman and Duncan N.
Darrow, have exchanged mutual releases relating to the proxy contest. The
Company has not issued any such releases in connection with the
Settlement Agreement.
In addition to the Settlement Agreement, we wish to advise the
Stockholders of the following additional information:
Mr. Morton E. Handel, a member of the New Board, and who has served from
time to time as a consultant to the Soliciting Stockholder and its affiliates,
was on June 23, 1997, appointed to serve as a director of Toy Biz, Inc., a
Delaware corporation, of which the sole stockholder of the Soliciting
Stockholder is a substantial shareholder. As more fully set forth in the Proxy
Statement, Toy Biz is a manufacturer, importer and distributor of children's
toys. Following the execution of the Settlement Agreement, the New Board elected
Mr. Handel as President and CEO of the Company.
The Soliciting Stockholder believes that the settlement described above
will ultimately work to the benefit of the Stockholders of the Company. It
nevertheless remains important for all Stockholders to vote at the 1997 Annual
Meeting. If you have not already submitted your GREEN proxy card, we urge you to
do so. For assistance in submitting your proxy card, or to obtain another proxy
card, you may call the Soliciting Stockholder's proxy solicitor, Beacon Hill
Partners, Inc., at 800-854-9486.
Yours very truly,
Isaac Perlmutter, President
PURE GROUP, INC.
619606.1
