Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
AMENDMENT NO. 2
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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:
502061.2
<PAGE>
PRELIMINARY PROXY STATEMENT - DATED JUNE 17, 1997
FOR INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
-----------------------------------------------------
PURE GROUP, INC.
P.O. BOX 1028
LAKE WORTH, FLORIDA 33460
- -------------------------------------------------------------------------------
Dear Fellow Stockholders of RANGER INDUSTRIES, INC:
The current Board of Directors of Ranger Industries, Inc., was installed
on February 28, 1990, pursuant to a plan of reorganization and related order of
the United States Bankruptcy Court. That plan left in the hands of the current
board approximately $950,000, with which the current board was expected to
acquire a business or otherwise return the company to profitable operations.
More than seven years later, the company has virtually
NO ASSETS...
NO OPERATIONS...
NO BUSINESS...
NO FINANCIAL RESOURCES...
and, in the words of the current Board, "is a net user of cash."
On July 29, 1997, at Ranger's first annual meeting of shareholders in
seven years, you will have a chance to elect an alternative slate to that of the
current Board -- a slate that is determined to take action to enhance the value
of Ranger Common Stock. Please read the enclosed material and then sign and
return your GREEN proxy card today!
Sincerely,
Pure Group, Inc.
By: ISAAC PERLMUTTER, President
If you need assistance in voting your shares, please call Beacon Hill
Partners, at 1-800-854- 9486 (toll free) or 212-843-8500 (collect).
PLEASE PROMPTLY FILL OUT AND SIGN THE GREEN PROXY CARD AND RETURN IT IN
THE POSTAGE-PAID ENVELOPE. STOCKHOLDERS ARE NOT REQUIRED TO ATTEND THE ANNUAL
MEETING TO BE AUTHORIZED TO FILL OUT AND SIGN THE GREEN PROXY CARD.
502061.2
<PAGE>
PRELIMINARY PROXY STATEMENT - DATED JUNE 17, 1997
FOR INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
-----------------------------------------------------
PROXY STATEMENT
TO THE STOCKHOLDERS OF
RANGER INDUSTRIES, INC.
This statement (the "Proxy Statement" or the "Opposition Proxy
Statement") and the accompanying GREEN proxy card (the "Proxy Card" or the
"Opposition Proxy Card") are being distributed by Pure Group, Inc., a Delaware
corporation (the "Soliciting Stockholder"), to the stockholders of Ranger
Industries, Inc., a Connecticut corporation (the "Company") with its principal
executive office c/o Zeisler & Zeisler, 558 Clinton Avenue, Bridgeport,
Connecticut 06605, in connection with the 1997 annual meeting of stockholders of
the Company (the "Annual Meeting"), which has been called for July 29, 1997, to
be held at the offices of Jones, Day, Reavis & Pogue, 599 Lexington Avenue, New
York, New York 10022, commencing at 10:30 am. The only business known to the
Soliciting Stockholder to be transacted at the Annual Meeting is the election of
directors. The Company has determined that shareholders of record at the close
of business on June 16, 1997 (the "Record Date"), will be entitled to notice of,
and to vote at, the Annual Meeting.
The current Board of Directors of the Company (the "Current Board") was
installed on February 28, 1990, as part of the conclusion of the Company's
voluntary bankruptcy proceeding (see "Reasons for Electing a New Board"). The
Company has not held an annual meeting for the election of directors since that
time - over 7 years - in violation of the Company's By-laws, and in violation of
certain provisions of the Connecticut Business Corporation Act (the "BCA").
Under the By-laws, the Company is required to hold an annual meeting of
stockholders each year. The Current Board's failure to hold an annual meeting in
7 years deprived the stockholders of the Company of an opportunity to evaluate
the Current Board's performance and act upon such evaluation. In those 7 years,
the Company went from highly liquid to illiquid, and the stockholders' equity
decreased from $950,000 to a negative $21,352 (as of December 31, 1996). This
represents accumulated losses under the Current Board of $1,046,362, with no end
in sight. See the discussion under "Reasons for Electing a New Board."
The Soliciting Stockholder believes that it forced the Current Board to
call the Annual Meeting as a result of a lawsuit commenced by the Soliciting
Stockholder (as more fully described in "Reasons for Electing a New Board -
Background" below). As part of a stipulation entered in court that led to the
call of the Annual Meeting, the Soliciting Stockholder has agreed to pay the
reasonable and necessary expenses of the Annual Meeting, which include (i) the
fees and disbursements of the Company's transfer agent in determining the
identity of the stockholders entitled to notice of and to vote at the meeting,
providing inspectors of election, and certain related ministerial duties in
connection with the Annual Meeting, (ii) the fees of securities brokers and
similar persons who are nominees of the beneficial owners of Company's Common
Stock, and record, (iii) the costs of printing the Notice of Meeting, (iv) the
costs of mailing the Notice of Meeting, and (v) rental of a suitable conference
room and related facilities for the holding of the Annual Meeting. The
Soliciting Stockholder will seek reimbursement of these costs, regardless of the
outcome of the Annual Meeting, following the Annual Meeting. In light of the
Company's lack of available cash, such payment may be made with Common Stock.
This Opposition Proxy Statement is first being distributed to
stockholders of the Company on or about June 17, 1997.
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502061.2
<PAGE>
Vote Required; Procedure for Voting for the New Board
Based on information filed with the Securities and Exchange Commission by
the Company, there are 4,000,000 shares of common stock, $0.01 par value (the
"Common Stock") outstanding, and the Directors of the Company are elected by a
plurality of the Stockholders present (in person and by proxy) at the Annual
Meeting, provided that a quorum is present; a quorum consists of a simple
majority - 2,000,001 shares as of the date hereof - of the outstanding shares of
Common Stock. Stockholders intending to vote for the nominees of the Soliciting
Stockholder described herein (the "New Board") should fill out the GREEN Proxy
Card which accompanies this Proxy Statement, including the number of shares they
hold and their current mailing address, and sign the GREEN Proxy Card and mail
it, in the enclosed envelope, to the Proxy Solicitor hired by the Soliciting
Stockholder, Beacon Hill Partners, Inc., 90 Broad Street - 20th Floor, New York,
New York 10004. The Proxies named in the Proxy Card will vote FOR the election
of the New Board, and will vote in their discretion on any procedural matters
that come before the Annual Meeting, with a view to effecting the election of
the New Board.
Abstentions and failures by stockholders to vote have the effect of
reducing the absolute number of shares required to win any vote. Shares held by
nominee-owners that are present but not voted on a proposal because the
nominee-owners do not have discretionary voting power and have not been
instructed by the beneficial owner ("broker non-votes") will be counted as
present in determining whether a quorum exits, but will not be counted in
determining whether a proposal has been approved. If a quorum is not obtained,
the Current Board would remain in office until a quorum is obtained. IT IS
THEREFORE MOST IMPORTANT THAT STOCKHOLDERS WHO WANT TO REMOVE THE CURRENT BOARD
PROMPTLY SIGN AND RETURN THE GREEN PROXY CARD.
The Proxy Card confers no authority to vote on any substantive matter
which may come before the Annual Meeting, other than the election of directors
and the adjournment or postponement of the meeting if requested or supported by
the Soliciting Stockholder if a quorum is not present.
A stockholder may revoke the Proxy by delivering written notice thereof
to the Proxy Solicitor, at 90 Broad Street - 20th Floor, New York, New York
10004, or to the Secretary of the Company, c/o Zeisler & Zeisler, 558 Clinton
Avenue, Bridgeport, Connecticut 06605, provided that such revocation is received
prior to the time the Annual Meeting, or by attending the Annual Meeting and
voting thereat. A revocation may be in any written form provided that it is
dated later than the Proxy Card and is signed by the stockholder.
Manner of Solicitation; Costs
Mr. Isaac Perlmutter, the President, a director and the sole stockholder
of the Soliciting Stockholder, and Messrs. Morton E. Handel and Raymond Minella,
all of whom constitute the Proposed New Board, are participating with the
Soliciting Stockholder in this solicitation. In addition to the mailing of this
Opposition Proxy Statement and GREEN Proxy Card, Messrs. Perlmutter, Handel and
Minella, may make telephone calls, facsimile transmissions and other
solicitations, in person or otherwise, to certain stockholders of the Company
for the purpose of acquiring their proxies. In addition, the Soliciting
Stockholder has engaged Beacon Hill Partners, Inc. (the "Proxy Solicitor") to
assist the
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<PAGE>
Soliciting Stockholder in such efforts and to collect and tally the proxies, and
to perform certain other advisory and administrative services in connection with
the Opposition Proxy Statement, including telephone calls and other
communications with stockholders of the Company, and with securities brokers,
banks and other nominee stockholders. The Proxy Solicitor has informed the
Soliciting Stockholder that approximately 15 to 20 of the Proxy Solicitor's
employees will devote portions of their time to solicitation on behalf of the
Soliciting Stockholder. The Proxy Solicitor will receive a fee of $10,000, an
additional fee of $15,000 if the New Board is elected, and reimbursement of its
expenses incurred in performing its services on behalf of the Soliciting
Stockholder, estimated to be approximately $15,000.
The cost of this solicitation (including printing and mailing, attorneys'
fees, and the fees and expenses of the Proxy Solicitor and the fees and expenses
incurred in connection with the litigation to cause the Company to call the
Annual Meeting) is being paid by the Soliciting Stockholder. The Soliciting
Stockholder has incurred expenses of approximately $90,000 to date, including
$30,000 of litigation expenses, and expects to spend approximately $157,500 in
the aggregate. The Soliciting Stockholder intends to request the Company to
reimburse the Soliciting Stockholder for such expenses if the New Board is
elected. The New Board, if elected, is expected to approve that request, without
seeking stockholder approval. As noted above, because of the Company's lack of
cash, such payment may be made in the form of Common Stock. If payment is to be
made in the form of Common Stock, the New Board would have to determine the fair
market value of the Common Stock. Because the Company's stock is thinly traded
and is not listed on any stock exchange or quoted on NASDAQ, the amount so
determined might be higher or lower than the reported bid and asked quotations.
The New Board would be subject to its fiduciary duty to the stockholders of the
Company in making any such valuations. Issuance of any such shares would reduce
the percentage ownership interests of other stockholders of the Company. For
example, if the fair market value of the Common Stock were determined to be
$0.8125 per share (the closing ask price on June 16, 1997), and all the
aforementioned expenses were to be reimbursed with Common Stock, the number of
shares to be issued would be determined by dividing the aforementioned expenses,
i.e., $157,500, by $0.8125, and the number of shares to be issued to the
Soliciting Stockholder would be 193,846 (the "Reimbursement Shares"). The
Reimbursement Shares would constitute approximately 4.8% of the shares of the
Common Stock then outstanding.
Upon request, the Company, by using funds provided by the Soliciting
Stockholder, will reimburse brokers, dealers, banks and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding material to
beneficial owners of the shares of Common Stock of the Company.
PLEASE PROMPTLY FILL OUT AND SIGN THE GREEN PROXY CARD AND
RETURN IT TO THE PROXY SOLICITOR. STOCKHOLDERS ARE NOT
REQUIRED TO ATTEND THE ANNUAL MEETING TO BE AUTHORIZED TO SIGN
THE GREEN PROXY CARD.
3
502061.2
<PAGE>
REASONS FOR ELECTING A NEW BOARD
Background
The Soliciting Stockholder and the Litigation. The Soliciting Stockholder
is seeking to replace the Current Board and the executive officers of the
Company with persons who would evaluate alternative strategies to improve the
value of the Common Stock. To that end, the Soliciting Stockholder commenced a
lawsuit in Connecticut Superior Court for the Judicial District of Fairfield at
Bridgeport, Docket No. CV-97-0342437S, under the name "Pure Group, Inc. v.
Ranger Industries, Inc., James B. Rubin, et al.," which resulted in the Current
Board's call - for the first time in 7 years - of an Annual Meeting of
Stockholders, to be held on July 29, 1997.
Past Bankruptcy and Reorganization. The predecessor of the Company (the
"Predecessor Company") was a toy manufacturer whose principal product during the
mid-1980's was Cabbage Patch Dolls -- a line of toy dolls which became a major
fad and caused the Predecessor Company to experience record sales in 1985. In
1986 and 1987 the Predecessor Company's sales of that product line dropped
precipitously. In July 1988, the Predecessor Company filed a Chapter 11 petition
seeking protection under the United States Bankruptcy Code (the "Chapter 11
Reorganization"), and on February 28, 1990, the Bankruptcy Court approved a plan
of reorganization (the "Plan of Reorganization" or the "Plan") which, among
other things, (i) cancelled all common stock of the Predecessor Company then
outstanding, (ii) provided for the distribution of new common stock (i.e., the
class of Common Stock currently outstanding) to the general unsecured creditors,
(iii) installed the Current Board as the directors of the Company, (iv)
transferred all cash, cash equivalents and investment securities then owned by
the Predecessor Company, except for $950,000 in cash and cash equivalents, to
two trusts, known as the "Reorganization Trust," and the "Product Liability
Trust," for the benefit, respectively, of general unsecured creditors and
certain tort claimant creditors of the Predecessor Company, and (v) called for
the Current Board to acquire a business or otherwise develop operations for the
Company. An affiliate of the Soliciting Stockholder, Tangible Media, Inc.,
acquired its 34,037 shares of Common Stock by virtue of its status as a creditor
of the Predecessor Company in the Chapter 11 Reorganization.
One of the Soliciting Stockholders's nominees for a seat on the Board of
Directors is Mr. Morton E. Handel, who was an officer of the predecessor of the
Company for more than 15 years prior to 1990. Mr. Handel was elected to be the
Chief Executive Officer of the Predecessor Company in May 1988, when the
Predecessor Company was in financial distress, and implemented the Predecessor
Company's Chapter 11 proceeding two months thereafter. As Chief Executive
Officer, he oversaw the liquidation of the Predecessor Company's assets, which
was substantially completed by the time the Plan was approved in 1990. For
approximately 18 months thereafter, Mr. Handel continued to serve as a
consultant to the trustee of the Reorganization Trust in connection with the
continuing liquidation of the Predecessor Company's remaining assets. Before his
election as the Chief Executive Officer, Mr. Handel was an Executive Vice
President of the Predecessor Company, in the period from 1983 to 1988, and he
was Chief Financial Officer of the Predecessor Company from 1974 through 1982.
Mr. Handel's duties as Executive Vice President of the Predecessor
Company from 1983 to 1988 consisted of corporate communications, investor
relations, and corporate development, including mergers
4
502061.2
<PAGE>
and acquisitions. During that period, Mr. Handel had no responsibility for
sales, manufacturing, forecasting, financial controls or any other operating
matters of the Predecessor Company. Accordingly, the causes of the Predecessor
Company's insolvency and the need for a Chapter 11 reorganization were outside
the scope of Mr. Handel's responsibilities during that period. Moreover, Mr.
Handel was the officer chosen to lead the Predecessor Company when it was
obviously in financial distress, and as such officer he mitigated the losses of
the Predecessor Company's creditors and shareholders by overseeing a successful
- - under the circumstances - liquidation of the Predecessor Company's assets.
Mr. Handel terminated his relationship with the Company because he had
substantially completed his assignment, i.e., to liquidate the Predecessor
Company's assets. The Current Board was installed as a result of the requests of
the creditors and the determination of the Bankruptcy Court. The current
President of the Company - a member of the Current Board - had served as
chairman of the creditors' committee.
The Current Board's Record of Failure
The Current Board has been in office for over seven years. Some
highlights of the Company's operating and financial performance in those 7 years
illustrate the abysmal record of the Current Board. As reported in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996 (the
"Annual Report"), and as shown on the Company's financial statements as of and
for the year ended December 31, 1996 (the "1996 Financial Statements" or the
"Financial Statements") included in the Annual Report, the Company, under the
Current Board, has depleted substantially all of its assets and has not
implemented any plan for developing profitable operations. Some important
disclosures in the Annual Report and the 1996 Financial Statements include the
following:
o The Company's only feasible business potential is an acquisition
strategy designed to generate earnings and cash flow. The Current
Board has been saying this for every year that the Current Board
has been writing the Annual Report. The Current Board has patently
failed in this strategy and has not developed any alternatives.
(See Annual Report, "Management's Discussion and Analysis of
Financial Condition and Results of Operations").
o The Company has been unable to identify investors and suitable
acquisitions and lacks liquidity.
o Restrictions on the use of the Company's tax loss carryforwards
make it difficult for the Company to make use of its tax loss
carryforwards. (Annual Report, "Management's Discussion and
Analysis of Financial Condition and Results of Operations,
Overview," page 4.)
o The Company had a working capital deficit of approximately $21,000
as of December 31, 1996.
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502061.2
<PAGE>
o As of April 8, 1997, the Company had cash on hand of approximately
$5,000. (Annual Report, page 5, last paragraph.)
o For each of the last three complete fiscal years, the Company had
no operating revenue, and interest income declined from
approximately $7,000 in 1994 to less than $500 in 1996. (Annual
Report, page F-4, Consolidated Statements of Operations and
Retained Deficit.)
o The Company has no existing credit lines or commitments from any
lenders. (Annual Report, page 5, 5th paragraph.)
o The Company is a net user of cash. (Annual Report, page 5, 5th
paragraph.)
o The Company's projected operating costs and expenses for calendar
1997 are approximately $100,000. (Annual Report, page 5, last
paragraph.)
The clear implication of the last item is that, under the management of
the Current Board, it costs the Company $100,000 to do absolutely nothing of
value for the stockholders.
According to the information provided by the Current Board, the Company
has paid the president of the Company, who is a member of the Current Board,
over the last 7 years, not less than $279,000, and the Company has paid an
additional $115,200 to an affiliate of the president. Those payments constitute
more than 40% of the liquid assets that the Company had when the Current Board
was installed. The payments slowed down or stopped only in the 4th quarter of
1996, when the Company was virtually out of cash.
Based on the foregoing information, taken from Current Management's own
report to stockholders, the Soliciting Stockholder has concluded that the
Current Board long ago reached a dead end and completely lacks the ability to
revive the Company and improve the value of the Company to the stockholders. The
Company has virtually no liquid assets or prospects of obtaining any. The
Current Board believes that the only way for the Company to stay in business is
to acquire another business, but the Company apparently has nothing to offer.
PROPOSED NEW BOARD
At the Annual Meeting, the Soliciting Stockholder will propose the
election of a new board of directors (the "New Board" or the "Proposed New
Board"), which will consist of the following persons (the "Nominees," which
term, when the context requires, includes the Additional Nominees named below):
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<PAGE>
Name Age Proposed Positions with the Company
Isaac Perlmutter...............53 Director
Morton E. Handel...............62 Director
Raymond Minella................47 Director
Isaac Perlmutter ("Perlmutter") is and has been for more than 5 years an
independent investor. He has been the President and a director of the Soliciting
Stockholder since it was organized in December 1996. Mr. Perlmutter has been a
director and principal stockholder of Toy Biz, Inc., a publicly held company,
since April 1993, was the sole stockholder of the predecessor company of Toy
Biz, Inc., from 1990 to 1993, and served as Chairman of the Board of Toy Biz,
Inc., until March 1995. As an independent investor for more than the past five
years, Mr. Perlmutter has or has had controlling interests in Remington Products
Company, a manufacturer of electric razors and other personal care products,
Westwood Industries, Inc., a manufacturer and distributor of table and floor
lamps, Job Lot Incorporated (and its predecessor), a discount oriented retail
chain, Tangible Media, Inc., a media buying and barter advertising agency, and
REC Sound Incorporated, a distributor of licensed novelty electronics, and he is
also a majority stockholder of Classic Heroes, Inc., a distributor of apparel
manufactured under licenses from comic book, cartoon and similar characters. He
is the sole shareholder of the Soliciting Stockholder, which is the record owner
of 90,000 shares of Common Stock. Mr. Perlmutter is also the sole shareholder of
Tangible Media, Inc., which is the beneficial owner of 34,037 shares of Common
Stock, and the beneficial owner of an additional 61,840 shares of Common Stock.
By virtue thereof, Mr. Perlmutter is the beneficial owner of an aggregate of
185,877 shares of Common Stock of the Company. His business address is c/o Pure
Group, Inc., P.O. Box 1028, Lake Worth, Florida 33460. Tangible Media's business
address is 685 Third Avenue, New York, New York 10017.
Morton E. Handel ("Handel") is President of S&H Consulting, Ltd., a
privately held financial consulting firm, a position he has held since 1991.
From 1988 through February 28, 1990, he was Chairman of the Board and Chief
Executive Officer of Coleco Industries, Inc., the predecessor to the Company
("Coleco"), and was Executive Vice President of Coleco from 1983 to 1988. S&H
Consulting, Ltd., and Mr. Handel from time to time serve as consultants to Mr.
Perlmutter and to various businesses in which Mr. Perlmutter is a substantial
shareholder. Mr. Handel is also Chairman of the Board of Concurrent Computer
Corporation, a Director and Chairman of the Audit Committee of CompUSA, Inc.,
and a Director and Chairman of the Audit Committee of Ithaca Industries, Inc.,
each of which is a publicly held company. Mr. Handel is the beneficial owner of
198,167 shares of Common Stock of the Company. His business address is c/o S&H
Consulting, Ltd., 1 Regency Drive, Bloomfield, Connecticut 06002.
Raymond Minella is a co-founder of Berenson Minella & Company, an
investment banking firm, and has been a managing partner since 1992. Prior to
founding Berenson Minella & Company, Mr. Minella was co-head of the merchant
banking group of Merrill Lynch & Co., an investment banking firm. Mr. Minella
and Berenson Minella & Company have performed advisory services for various
businesses in which Mr. Perlmutter is or has been a substantial shareholder. Mr.
Minella is not the record or beneficial owner of any shares of Common Stock. His
business address is c/o Berenson Minella & Company, 667 Madison Avenue, New
York, New York 10021.
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The By-laws of the Company provide for a board of between 3 and 7
directors, as determined by the Board. At the present time, the number of seats
on the Board is 3, and counsel for the Company have advised counsel for the
Soliciting Stockholder that the Current Board has no current plans to increase
the number of members of the Board. If, however, the number of directors is
increased prior to the Annual Meeting, the Soliciting Stockholder will nominate
the following additional persons (the "Additional Nominees"):
Name Age
Alan Fine................................46
Robert Grosser...........................33
David B. Kramer..........................64
Lawrence Mittman.........................46
Alan Fine is and has been Chief Operating Officer of Toy Biz, Inc., of
New York, New York, since April 1996. For more than 5 years prior thereto, he
was an executive officer (President and Chief Operating Officer for one year and
Senior Vice President and General Merchandise Manager for more than 5 years
prior thereto) of Kaybee Toys, of Pittsfield, Massachusetts. Mr. Fine is the
beneficial owner of 400 shares of the Common Stock of the Company.
Robert Grosser ("Grosser") has been the director of loss prevention for
Tangible Media, Inc., for the last 2 years. For three years prior thereto, he
was director of loss prevention for Remington Products, Inc., of Bridgeport,
Connecticut. Mr. Perlmutter was a substantial shareholder of that company while
Mr. Grosser was employed there. Mr. Grosser has been a director and officer of
the Soliciting Shareholder since December 1996. Mr. Grosser owns 5,000 shares of
the Common Stock of the Company.
David B. Kramer has been, for more than the last 5 years, a co-owner and
Treasurer of Metal Finishing Technologies, Inc., of Forestville, Connecticut, a
company engaged in metal finishing for high technology industries. His is also
the managing partner of Metal Finishing Technologies Investments, an investment
company in Plainville, Connecticut; and MFT Realty Co. and Bristol Self Storage,
both of Plainville, Connecticut, which are real estate management and investment
companies. Mr. Kramer is a certified public accountant.
Lawrence Mittman is a partner in the New York City law firm Battle Fowler
LLP, where he has been employed since 1979. Battle Fowler is counsel to the
Soliciting Stockholder, Toy Biz, Inc., and other businesses in which Mr.
Perlmutter is a substantial shareholder. Mr. Mittman has served as a director of
CompUSA, a publicly held company, since 1995.
It is expected that the New Board will authorize the compensation of
directors that is comparable to directors' compensation paid by similar
corporations, i.e., corporations with similar amounts of assets and liabilities,
liquidity, financial resources, operations and prospects. The
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Company is financially distressed, and the current prospects for short-term cash
compensation to the Nominees is remote. Accordingly, prior to the Company's
becoming profitable, the New Board will not authorize directors' compensation to
each director greater than $1,000 per Board meeting attended and reimbursement
of reasonable expenses in connection with attending such meetings. In addition,
the New Board recognizes that the Company may not have the cash available to pay
that compensation, and in lieu thereof, the New Board may agree to deferred
payment of cash compensation, or payment in the form of Common Stock, or a
combination of both. Moreover, the Nominees recognize their inherent conflict of
interest with respect to their own compensation and their fiduciary duties to
the stockholders of the Company regarding such matters. If the Company becomes
profitable, they would then structure their compensation in a way that enhances
the value of the Company's Common Stock.
None of the Nominees is affiliated with the Soliciting Stockholder except
Mr. Perlmutter, who is its sole stockholder, a director and President and
Treasurer, and Mr. Grosser, who is the other director, Vice President and
Secretary. See "Business Plans of the New Board - Substantive Business Plans -
Compensation."
The Soliciting Stockholder and its sole stockholder, Mr. Perlmutter, will
indemnify each Nominee, to the fullest extent permitted by applicable law, from
and against any and all expenses, liabilities or losses of any kind arising out
of any threatened or filed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, asserted against or incurred by a
Nominee in his capacity as a nominee for election as a director of the Company,
and, if elected, as a director of the Company, or arising out of his status in
either such capacity. The indemnification includes reimbursement for reasonable
out-of-pocket expenses, including reasonable fees and expenses of counsel, in
connection with the defense of any claim, action, suit or proceeding as
aforesaid. If the Nominees are elected, such indemnification will be secondary
to such indemnification as the Nominees would be entitled to receive from the
Company and all other sources.
BUSINESS PLANS OF THE NEW BOARD
If the New Board is elected, it will face two classes of issues that must
be addressed to improve the value of the Company to its stockholders: (1)
development of substantive business plans for the Company, in light of the
Company's weak and depleted financial resources, and (2) waive or terminate the
Article Fifth Restrictions (as defined below under "Termination of Stock
Ownership Restrictions") in the Company's certificate of incorporation, to
improve Board accountability to the stockholders.
Substantive Business Plans
The Product Liability Trust. As part of the Plan of Reorganization that
was approved in 1990 by the Bankruptcy Court, a portion of the Company's liquid
assets were set aside in the Product Liability Trust to pay outstanding or
unasserted product liability claims. As of December
9
502061.2
<PAGE>
31, 1996, the Product Liability Trust had net assets of approximately $11.4
million, and there was only one outstanding claim against the Trust as of
December 31, 1996. The balance, if any, of the Product Liability Trust, by its
terms, will be released to the Company on or about January 31, 2020, or such
earlier date as the Bankruptcy Court may, on application, approve. The Company
reported on May 23, 1997, that one additional lawsuit was made against the
Company, for which the Product Liability Trust is responsible, in the amount of
$70,000,000. The Soliciting Stockholder has only limited information about the
lawsuit, and the lawsuit may delay or permanently preclude the Company from
obtaining any distribution from the Product Liability Trust.
The New Board, if elected, would explore the possibility of terminating
the Product Liability Trust, or arranging for the partial distribution of its
assets, based upon a review by actuaries and other experts of the amount of the
Product Liability Trust that can reasonably be expected to be paid out to
claimants between now and January 31, 2020. If the Product Liability Trust were
substantially diminished by the pending claims, or by new claims asserted
hereafter, that would substantially reduce the liquid assets that could become
available to the Company from the Product Liability Trust. The Current Board has
not effectively pursued any strategy for terminating or otherwise obtaining any
value to the stockholders of the Company from the Product Liability Trust, and
did not report any possible consideration of the matter until recently, when the
Company ran out of cash to pay the President.
Other Business Plans. If elected, the New Board would explore possible
acquisitions for the benefit of the Company, which would necessitate the
issuance of the Company's securities in light of the depletion of the Company's
liquid assets by the Current Board. Mr. Perlmutter has many years of success in
the development of new businesses, including the development of under-funded or
illiquid enterprises, and he has been advised in these endeavors by some of the
other Nominees. For example, Mr. Perlmutter acquired the predecessor of Toy Biz,
Inc., a publicly held company, in 1990, and net sales grew from approximately
$45 million in 1991 to more than $221 million in 1996; net income over the same
period grew from a loss of $(263,000) to $16.6 million. In 1992, Mr. Perlmutter
acquired a half interest in Remington Products Company, a privately held company
which was then in financial difficulty. Mr. Perlmutter was instrumental in
effecting the turn-around of Remington Products Company and, in 1996, sold his
interest in Remington Products Company at a substantial profit. Although there
can be no assurance that the New Board would replicate such success, Mr.
Perlmutter has a favorable track record, and he has chosen the other Nominees
(including the Additional Nominees) based upon his business experience with
them, or upon the recommendations of other Nominees. Moreover, the Nominees
(including the Additional Nominees) intend to structure their relationship with
the Company to increase stockholder value.
The New Board, if elected, would remove all current officers of the
Company and, to the extent permitted by law, terminate all existing employment
and similar agreements. Some of the Nominees may become the executive officers
of the Company. The Soliciting Stockholder is unaware of any employment
agreements or other obligations binding on the Company which
10
502061.2
<PAGE>
would require the Company to make any payments or incur other liabilities on
account of the removal of the current officers.
Termination of Stock Ownership Restrictions. The New Board would also
consider, waiving or terminating the restrictions (the "Article Fifth
Restrictions") with respect to ownership of the Common Stock contained in
Article Fifth of the Company's amended and restated certificate of incorporation
(the "Certificate of Incorporation"). The Article Fifth Restrictions, if not
waived or terminated by the Board of Directors, prohibit any person from (i)
acquiring an amount of stock that would make such person a holder of more than
5% of the outstanding Common Stock, and/or (ii) if such person holds 5% or more
of the Common Stock, from selling or otherwise transferring any Common Stock.
The New Board would seek such waiver or termination of the Article Fifth
Restrictions without seeking shareholder approval.
According to Article Fifth, paragraph G, of the Certificate of
Incorporation, the purpose of the Article Fifth Restrictions is to preserve the
tax benefits of the Company's net operating loss carryforwards (the
"Carryforwards"). The amount of the Carryforwards as of December 31, 1996, was
estimated by the Company to be approximately $184 million, as reported in the
Company's financial statements (hereinafter, the "Financial Statements") filed
with the Company's Annual Report on Form 10-KSB for the year ended December 31,
1996. Note 3 to the Financial Statements advises that it is uncertain that the
Company can ever realize any benefit from the Carryforwards, and so the Article
Fifth Restrictions no longer appear to serve any significant corporate purpose.
The New Board expects to seek out reliable tax advisors to determine whether the
Company has any realistic prospect of ever realizing any benefit from the
Carryforwards.
The Soliciting Stockholder believes that the existence of the Article
Fifth Restrictions discourages major financial investors from making an
investment in the Common Stock, which holds down demand for the Common Stock,
and therefore holds down the price at which the Common Stock could be traded.
The Soliciting Stockholder also believes that the Article Fifth Restrictions
have the effect of entrenching existing management in office, as the Article
Fifth Restrictions preclude stockholders or other investors from acquiring a
controlling block of Common Stock which would enable them to replace or
otherwise improve existing management. The New Board will therefore give serious
consideration to removal of the Article Fifth Restrictions. Moreover, if the
Soliciting Stockholder or certain Nominees are to acquire additional shares, by
purchase or as compensation or as reimbursement for expenses, it may be
necessary for the New Board to waive or terminate the Article Fifth
Restrictions.
Other Possible Actions
The New Board may consider various other alternatives that would be
intended to increase the value of the Common Stock, including actions that may
entail:
(a) the acquisition of additional Common Stock or other securities
of the Company, or the disposition of securities of the Company in the open
market or otherwise;
11
502061.2
<PAGE>
(b) an extraordinary corporate transaction, such as a merger or
liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the
Company;
(d) in addition to the changes disclosed above or elsewhere
herein, other changes in the Board of Directors or management of the Company;
(e) a material change in the present dividend policy of the
Company;
(f) other material changes in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation; or
(h) actions similar to those enumerated above (each of the
foregoing are collectively hereinafter referred to as the "Enumerated Actions").
The New Board's determination with respect to any of the foregoing
Enumerated Actions will depend upon various factors the New Board may deem
relevant. The New Board, if elected, would seek the approval of the stockholders
of the Company to any of the Enumerated Actions if required by the Company's
by-laws, certificate of incorporation, or any applicable law. The Enumerated
Actions set forth in clause (b) would require approval of the stockholders; the
Enumerated Actions in clauses (d), (g) and (h) may require approval of the
stockholders, depending on the facts and circumstances of the actual proposals.
At the present time, the Soliciting Stockholder has no expectation that
it or any of its affiliates or associates will, directly or indirectly,
undertake, advance or be a party to any of the Enumerated Actions, except that
the Soliciting Stockholder or other participants may acquire additional shares
of Common Stock, which may be in excess of 5% of the outstanding Common Stock,
or, in the alternative, dispose of all or any lesser portion of its shares of
Common Stock. In addition, the Soliciting Stockholder reserves the rights to be
a party to any of the Enumerated Actions, if approved in accordance with the
By-laws and applicable law, and if approved in accordance with the policy set
forth in the following paragraph. In addition, if the New Board is elected and
members act as finders or otherwise provide services to the Company (which
services may overlap with their services as directors of the Company), the New
Board may pay fees to such members for such services.
If the New Board is elected by the stockholders, the Soliciting
Stockholder will not engage, directly or indirectly, in any Enumerated Action
with the Company (other than open market purchases and sales of the Common Stock
or other securities of the Company) unless such transaction is approved (i) by a
majority of the disinterested members of the Board of Directors, or (ii) if
there are no disinterested directors, by the Board after receipt and review of
an opinion of an independent investment banker or other appropriate expert to
the effect that such transaction (A) is fair to the Company and the stockholders
other than the Soliciting Stockholder, or (B) is
12
502061.2
<PAGE>
on terms not materially different than could be obtained by arms' length
negotiations with a person not affiliated or associated with the New Board.
CERTAIN TRANSACTIONS
The Soliciting Stockholder expended $45,539 to purchase 151,797 shares of
Common Stock. The funds used in making the purchases came from working capital.
Tangible Media, Inc., an affiliate of the Soliciting Stockholder, acquired its
34,037 shares of Common Stock by virtue of its status as a creditor of the
Company through the Plan. (See "Reasons for Electing a New Board - Background -
Past Bankruptcy and Reorganization.") Mr. Handel expended $53,629 to purchase
198,167 shares of Common Stock and Mr. Grosser expended $1,350 to purchase 5,000
shares of Common Stock. The funds used in making the purchases came from their
respective personal savings.
As more fully set forth in "Proposed New Board," the Soliciting
Stockholder and Mr. Perlmutter will indemnify the members of the New Board
against claims, suits and judgments, including the costs of defending against
such claims, suits and judgments, arising out of their status as nominees or
members of the Board. See "Proposed New Board."
There are no formal or binding agreements or understandings between or
among the Soliciting Stockholder and the New Board with respect to the manner in
which the New Board, if elected, would manage the Company.
The New Board would have the authority, in the exercise of its business
judgment, to authorize the payment of compensation to some or all members of the
New Board.
Neither the Soliciting Stockholder nor any Nominee (including the
Additional Nominees) is, or was within the past year, a party to any contract,
arrangements or understandings with any person with respect to any securities of
the Company, including, but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. The
Soliciting Stockholder and Messrs. Perlmutter, Grosser and Handel, and certain
other persons are parties to a joint filing agreement (the "Joint Filing
Agreement") dated March 19, 1997, pursuant to which all parties to the agreement
agreed to file reports on Schedule 13D with respect to their ownership of the
Common Stock of the Company. The Joint Filing Agreement is terminable at will as
to any party and provides for nothing other than the authorization of certain
parties to the agreement file reports (including amendments) on Schedule 13D. In
the Schedule 13D, dated March 20, 1997, and the amendments filed on March 27,
1997 and April 16, 1997 under the authority of the Joint Filing Agreement, the
parties disclaimed beneficial ownership of shares owned by the other parties
(except for Mr. Perlmutter with respect to shares of Common Stock owned by the
Soliciting Stockholder and his affiliate, Tangible Media, Inc.).
13
502061.2
<PAGE>
The following table sets forth all purchases and sales of the Common
Stock by the Soliciting Stockholder, and Messrs. Handel and Grosser, in the two
years ended on June 6, 1997. No other Nominee or Additional Nominee has
purchased shares of Common Stock during the past two years.
<TABLE>
<CAPTION>
Number of Shares Price
Purchased or per
Stockholder Date (Sold) share
- -----------
<S> <C> <C> <C>
Soliciting Stockholder 3/4/97 46,797 $0.30
Soliciting Stockholder 1/31/97 15,000 0.30
Soliciting Stockholder 12/17/96 30,000 0.30
Soliciting Stockholder 12/13/96 60,000 0.30
Grosser 2/25/97 5,000 0.30
Handel 2/25/97 40,000 0.27
Handel 1/27/97 18,500 0.30
Handel 1/22/97 30,000 0.30
Handel 12/13/96 1,938 0.25
Handel 12/11/96 32,500 0.28
Handel 12/5/96 30,000 0.28
Handel 12/3/96 35,000 0.25
Handel 11/27/96 10,229 0.15
</TABLE>
PLEASE PROMPTLY FILL OUT AND SIGN THE GREEN PROXY CARD
AND RETURN IT IN THE POSTAGE-PAID ENVELOPE.
14
502061.2
<PAGE>
- -------------------------------------------------------------------------------
YOUR VOTE IS EXTREMELY IMPORTANT
No matter how many shares or how few shares of Ranger Industries you
own, please vote FOR the Soliciting Stockholder's nominees by signing, dating
and returning your GREEN proxy card in the enclosed postage paid envelope.
If your shares are held through a bank or brokerage firm, only your
bank or brokerage firm can vote your shares, and only after receiving your
voting instructions. Please call your bank or broker and instruct your
representative to vote your shares FOR the Soliciting Stockholder's nominees on
the GREEN proxy card.
TIME IS CRITICAL. PLEASE VOTE AND RETURN YOUR COMPLETED
AND SIGNED GREEN PROXY CARD TODAY.
If you have any questions or need assistance in voting your shares,
please contact our proxy solicitor, Beacon Hill Partners, Inc., at the toll-free
number listed below:
BEACON HILL PARTNERS, INC.
90 Broad Street, 20th Floor
New York, New York 10004
(800) 854-9486
- -------------------------------------------------------------------------------
502061.2
<PAGE>
THIS PROXY IS SOLICITED BY PURE GROUP, INC. (THE "SOLICITING STOCKHOLDER")
IN CONNECTION WITH
THE 1997 ANNUAL MEETING OF STOCKHOLDERS OF
RANGER INDUSTRIES, INC.
The undersigned shareholder of RANGER INDUSTRIES, INC. (the "Company") hereby
appoints Morton E. Handel, Raymond Minella and Isaac Perlmutter, and each of
them, as lawful attorneys and proxies, with several power of substitution, for
and in the name of the undersigned to represent and vote, as designated below,
all shares of the Common Stock of the Company which the undersigned is entitled
to vote at the 1997 Annual Meeting of Stockholders, to be held on July 29, 1997
at the offices of Jones, Day, Reavis & Pogue, 599 Lexington Avenue, New York,
New York 10022, commencing at 10:30 am, or at any adjournment, postponement or
rescheduling thereof (collectively, the "Annual Meeting"). The undersigned
hereby revokes any and all previous proxies with respect to the matters covered
by this proxy and the voting of such shares at the Annual Meeting.
A. ELECTION OF DIRECTORS: Nominees of the Soliciting Stockholder (Pure Group,
Inc.):
/ / FOR all the nominees listed below (except as marked to the contrary).
/ / WITHHOLD AUTHORITY for all nominees listed below.
NOMINEES: MORTON E. HANDEL RAYMOND MINELLA ISAAC PERLMUTTER
ALAN FINE ROBERT GROSSER DAVID B. KRAMER
LAWRENCE MITTMAN
INSTRUCTION: To withhold authority to vote for any nominee(s),
PRINT THAT NOMINEE'S NAME in the space provided
below:
The Soliciting Stockholder is not seeking, and the proxies will not vote, for
any nominees other than the nominees named above.
B. ADJOURNMENTS:If a quorum is not present, to vote upon any motion for
adjournment or postponement made by or supported by the Soliciting
Stockholder.
/ /FOR / /AGAINST / /ABSTAIN
C. DISCRETIONARY AUTHORITY: In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Annual
Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
This Proxy Card, when properly executed, will be voted as directed herein. IF NO
INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR"
THE NOMINEES LISTED ABOVE, "FOR" ANY ADJOURNMENT OR POSTPONEMENT SUPPORTED BY
THE SOLICITING STOCKHOLDER, AND IN THE DISCRETION OF THE PROXIES AS TO ALL OTHER
MATTERS.
Please date and sign this proxy exactly as your name appears hereon.
Dated:__________________________ _______________________________________
Signature of Owner
________________________________________
Additional Signature of Joint Owner
(if any)
If stock is jointly held, each joint
owner should sign. When signing as
attorney in fact, executor,
administrator, trustee, guardian,
corporate officer or partner, please give
full title.
TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
SOLICITING STOCKHOLDER, PURE GROUP, INC.,
JUST SIGN, DATE AND RETURN THIS PROXY --
NO BOXES NEED BE CHECKED.
502061.2
