SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ranger Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
752907105
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(CUSIP Number)
John N. Turitzin
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 9, 1998
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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. / /
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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
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 ("Act") 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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684357.3
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CUSIP No. 752907105 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Pure Group, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
Delaware
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7 SOLE VOTING POWER
1,112,100
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NUMBER OF
SHARES BENE
FICIALLY
OWNED BY
EACH REPORT
ING PERSON
WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,112,100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%
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14 TYPE OF REPORTING PERSON*
CO
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684357.3
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CUSIP No. 752907105 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tangible Media, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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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
Delaware
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7 SOLE VOTING POWER
34,037
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NUMBER OF
SHARES BENE
FICIALLY
OWNED BY
EACH REPORT
ING PERSON
WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
34,037
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,037
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14 TYPE OF REPORTING PERSON*
CO
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684357.3
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CUSIP No. 752907105 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Isaac Perlmutter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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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
U.S.A.
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7 SOLE VOTING POWER
1,146,137
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NUMBER OF
SHARES BENE
FICIALLY
OWNED BY
EACH REPORT
ING PERSON
WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,146,137
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,137
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14 TYPE OF REPORTING PERSON*
IN
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684357.3
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SCHEDULE 13D -- AMENDMENT NO. 1
This statement constitutes amendment no. 1 ("Amendment No. 1" or the
"Amendment") of the statement on Schedule 13D filed by the Reporting Persons on
or about September 25, 1997 (the "Original Statement"), with respect to their
ownership of more than 5% of the outstanding common stock of Ranger Industries,
Inc., a Connecticut corporation (the "Company"). The Original Statement was
filed in paper in accordance with Rule 901(d) of Regulation S-T. This Amendment
is being filed via EDGAR, and, in accordance with Rule 101(a)(2)(ii), this
Amendment restates the Original Statement, as amended by this Amendment No. 1.
Item 1. Security and Issuer.
Common Stock, $0.01 par value, (the "Common Stock") of Ranger Industries,
Inc., a Connecticut corporation (the "Company"), c/o S&H Consulting, Ltd., One
Regency Drive, Bloomfield, Connecticut 06002.
Item 2. Identity and Background.
Pure Group, Inc. ("PGI") waged a proxy contest (the "Proxy Contest") for
control of the Company commencing in April of 1997 by initiation of a lawsuit in
Connecticut Superior Court demanding a list of shareholders and the call of a
meeting of shareholders of the Company. The Proxy Contest was settled by a
written agreement among former management of the Company and PGI. Under this
settlement agreement, members of the Board of Directors of the Company resigned
and nominees of PGI were elected to fill their vacancies. At the Annual Meeting
of the Company held on August 11, 1997, the PGI nominees were elected by the
shareholders of the Company. The new board, which consists of persons nominated
by PGI, thereafter replaced the then current executive officers of the Company
with a single executive officer, Morton Handel as Chief Executive Officer, one
of PGI's nominees.
(i) (1) Pure Group, Inc., a Delaware corporation.
Address: P.O. Box 1028, Lake Worth, Florida 33460
Principal Business: Investments.
Directors and Executive Officers:
Isaac Perlmutter ("Perlmutter"), Director, President
and Treasurer
Robert M. Grosser ("Grosser"), Director,
Vice President and Secretary.
Sole Stockholder: Perlmutter
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684357.3
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(2) Isaac Perlmutter
Address: P.O. Box 1028, Lake Worth, Florida 33460
Principal Occupation and Employment: Independent investor with
stock ownership interests in PGI, Toy Biz, Inc., and
Tangible Media, Inc.
Citizenship: U.S.A.
(ii) Tangible Media, Inc. ("TM"), a Delaware corporation Address: 333
East 38th Street, New York, New York 10016 Principal Business: Media
buying services.
Sole Director: Perlmutter
Executive Officers: Lee Ravdin, Chairman, and Mitchell Boden,
President. The principal occupation or employment of Messrs. Ravdin
and Boden are their respective positions as Chairman and President
of TM. The current business address for each of Messrs. Ravdin and
Boden is the same as TM. Each of Messrs. Ravdin and Boden is a
citizen of the United States.
Sole Stockholder: Perlmutter
(iii) Isaac Perlmutter (see clause (i)2 above)
None of the reporting persons named above, within the last 5 years, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors, if any), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
PGI, TM and Perlmutter may hereinafter be referred to as the "Reporting
Person."
Item 3. Source and Amount of Funds or Other Consideration.
TM acquired its shares of Common Stock by virtue of its status as a
creditor of the Company (which term, for purposes hereof, includes its
subsidiaries) as a result of the Company's voluntary filing (July 11, 1988) of a
petition in bankruptcy under Chapter 11 of the United States Bankruptcy Code.
The plan of reorganization (the "Plan") ultimately approved by the bankruptcy
court, on February 28, 1990, canceled all the common stock then outstanding and
directed (i) the issuance of a new class of common stock (the "Common Stock") to
be distributed to the creditors in proportion to their respective allowed but
unsatisfied claims, and (ii) the cancellation of all other outstanding equity
and debt securities of the Company.
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684357.3
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PGI expended $174,283 to purchase an aggregate of 323,456 shares of Common
Stock. The funds used in making the purchase came from working capital of PGI.
PGI acquired 788,644 shares (the "Exchange Shares") on March 9, 1998, by
exchanging an aggregate indebtedness owed by the Company to PGI in the amount of
$483,616 for authorized but theretofore unissued common stock of the Company, at
the rate of $0.6211 per share.
Item 4. Purpose of Transaction.
With the exception of TM, which acquired his/its shares of Common Stock
through the Plan described in Item 3 above, each of the Reporting Persons
acquired their respective shares of Common Stock for investment purposes. The
Exchange Shares were acquired for investment purposes. The Exchange Shares have
not been registered for sale under the Securities Act of 1933, as amended, and
the certificates evidencing the Exchange Shares will bear a restrictive legend
to that effect.
All the shares referred to in Item 5 below were acquired by the Reporting
Persons to provide them with a significant equity investment in the Company. At
the present time, but subject to the Reporting Persons' continuing evaluation of
the factors noted below, the Reporting Persons intend to retain such shares of
Common Stock and may acquire additional shares of Common Stock, in open market
transactions or otherwise.
The Reporting Persons may hereafter determine that their best interests
are served by acquiring additional shares of Common Stock through open market
purchases or privately negotiated transactions or selling or otherwise disposing
of some or all of their shares of Common Stock in the open market or in private
transactions.
Any decision to increase the holdings of the Reporting Persons in the
Company will depend on numerous factors, including, without limitation, the
price of the shares of Common Stock, the terms and conditions relating to their
purchase and sale, regulatory conditions, the availability of any required
financing and the prospects and profitability of the Company. At any time, the
Reporting Persons may also determine to dispose of some or all of the Company's
securities depending on various similar considerations.
Item 5. Interest in Securities of the Issuer.
(a)/(b) The table below sets forth the number of shares of Common Stock
beneficially owned by each of the Reporting Persons and the percentage ownership
represented by such shares. Mr. Perlmutter holds voting and dispositive power
over the shares held by PGI and TM. The percentages are based upon 4,788,644
shares outstanding, which is the sum of (i) the number of shares (4,000,000) of
Common Stock issued and outstanding as of September 30, 1997 as reported on the
Company's Quarterly Report a Form 10-Q for the quarter ended September 30, 1997,
plus (ii) the number of shares (788,644) issued to PGI as reported in this
Amendment No. 1.
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684357.3
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================================================================================
Sole Voting and Dispositive Power
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Holder Amount Percentage
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PGI 1,112,100 23.2%
TM 34,037 *
Perlmutter 1,146,137(1) 23.9%
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(1) Consists of the shares owned by PGI and TM, each of which is wholly
owned by Mr. Perlmutter. Mr. Perlmutter holds sole voting and
dispositive power over the shares held by PGI and TM.
(c) Mr. Perlmutter purchased 171,659 shares from KidBest Limited, a Hong
Kong corporation, for $128,744.25 (or $.75 per share, the reported over the
counter bid quotation on September 25, 1997, the date of such sale). KidBest
Limited was one of the reporting persons on a Schedule 13D filed by PGI and
certain other persons on March 20, 1997 and subsequently amended on March 27,
April 16, June 20 and August 8, 1997.
PGI acquired the Exchange Shares in exchange for indebtedness owed
to PGI by the Company in the amount of $483,616. The number of shares acquired
on account of such exchange was determined based upon a price of $0.6211 per
share, which was the average of the bid and asked quotations of the Common Stock
in the two months preceding the approval of the exchange by the Company's board
of directors. The indebtedness arose by PGI's advancing cash to or for the
benefit of the Company to pay certain of the Company's expenses, including
administrative fees, auditors' fees in connection with the examination of the
Company's 1996 financial statements, legal fees, printing expenses in connection
with the Company's filing of reports with the Securities and Exchange
Commission, records storage fees, salary of former executive officers of the
Company, and transfer agent's fees
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons or between such persons and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting any of such securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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684357.3
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SIGNATURES
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.
Dated: March 11, 1998
Pure Group, Inc. Tangible Media, Inc.
By: /s/ By: /s/
---------------------------------- -----------------------------
Isaac Perlmutter, President Mitchell Boden, President
/s/
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Isaac Perlmutter (individually)
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684357.3
