SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Corporate Renaissance Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
2200331047
(CUSIP Number)
Fred M. Stone, Esq.
1185 Avenue of the Americas, 18th Floor
New York, New York 10036
212-730-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 25, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP NO.: 220033104
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martin D. Sass
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
71,300
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
71,300
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,300
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.82%
(14) TYPE OF REPORTING PERSON*
IN
<PAGE>
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hugh R. Lamle
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
48,600
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
48,600
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,600
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.38%
(14) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO.: 220033104
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Curators Partners, L.P.*
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
See Walter Kass
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
See Walter Kass
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,634
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.32%
(14) TYPE OF REPORTING PERSON
PN
* Curators Fund Management, L.P., a Delaware limited partnership, is the
general partner of this entity. Kass Fund Management, Inc., a Delaware
corporation, of which Walter Kass is the principal, is the general partner of
Curators Fund Management, L.P.
<PAGE>
CUSIP NO.: 220033104
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Curators Capital Management, Inc.*
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
See Walter Kass
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
See Walter Kass
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
76,900
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.67%
(14) TYPE OF REPORTING PERSON
IA
* Curators Capital Management, Inc., of which Walter Kass is principal, acts
as the investment adviser to certain discretionary managed accounts holding the
securities set forth above.
<PAGE>
CUSIP NO.: 220033104
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter Kass
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
118,534
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
118,534
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
118,534
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.99%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common stock (the "Common Stock") of
Corporate Renaissance Group, Inc. (the "Issuer"). The Issuer's principal
executive office is located at 1185 Avenue of the Americas, 18th Floor, New
York, New York 10036.
ITEM 2. Identity and Background
(a) This statement is being filed by Martin D. Sass ("Sass"), Hugh R.
Lamle ("Lamle"), Walter Kass ("Kass"), Curators Capital Management, Inc.
("CCMI"), a Delaware corporation, and Curators Partners, L.P. ("CPLP"), a
Delaware limited partnership. Sass, Lamle, Kass, CCMI and CPLP (collectively
referred to as the "Reporting Persons") are filing this Schedule 13D jointly.
(b) The principal address of Sass and Lamle is c/o M.D. Sass, 1185 Avenue
of the Americas, 18th Floor, New York, New York 10036.
The principal office and business address of Kass, CCMI and CPLP is
420 Lexington Avenue, Suite 1633A, New York, New York 10170.
(c) Sass, a United States citizen, is a principal of the M.D. Sass
organization ("M.D. Sass"), an investment advisory group consisting of a number
of registered investment advisers and other entities. Sass is also Chairman of
the Board and Chief Executive Officer of the Issuer. One of the M.D. Sass
investment advisers is the Issuer's investment adviser.
Lamle, a United States citizen, is also a principal of M.D. Sass.
Lamle is also Executive Vice President and a Member of the Board of Directors of
the Issuer. One of the M.D. Sass investment advisers is the Issuer's investment
adviser.
CPLP is an investment partnership of which Curators Fund Management,
L.P., a Delaware limited partnership ("CFM"), is the general partner and the
investment adviser. Kass Fund Management, Inc., a Delaware corporation ("KFM"),
is the sole general partner of CFM. CCMI is an investment adviser to certain
discretionary managed investment accounts. The principal occupation of Kass,
who is a United States citizen, is to serve as the sole officer, director and
shareholder of each of KFM and of CCMI, and, as such, Kass has the right,
directly and indirectly, to direct the voting of proxies or consents with
respect to stockholder matters relating to the shares of equity securities owned
or held by CPLP and the managed account clients of CCMI.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been 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.
(f) See Item 2(c) above.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Reporting Persons in making
their purchases of the shares of Common Stock beneficially owned by them are set
forth below:
Sass utilized personal funds for open market purchases of Common Stock
Lamle utilized personal funds for open market purchases of Common Stock
Each of CPLP and CCMI utilized available investment capital to purchase the
shares of Common Stock . Each of CPLP and CCMI, on behalf of its managed
accounts, acquired the Common Stock held by it in the ordinary course of
business in a series of transactions.
ITEM 4. Purpose of Transaction
The Reporting Persons acquired the Common Stock beneficially owned by them
in the ordinary course of their trade or business of purchasing, selling,
trading and investing in securities.
By letter dated March 25, 1999, the Reporting Persons set forth a proposal
(the "Proposal") to the Board of Directors of the Issuer (attached hereto as
Exhibit A) to acquire all of the issued and outstanding Common Stock of the
Issuer. The Proposal entails each share of Common Stock (other than those held
by the Reporting Persons) being convertible into the right to receive $8.00 in
cash.
The Reporting Persons intend to review their investment in the Issuer on a
continuing basis and, depending on various factors, including the Issuer's
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to them, may in the future take such actions
with respect to their investments in the Issuer as they deem appropriate in
light of the circumstances existing from time to time. Such actions may
include, without limitation, the purchase of additional shares of Common Stock
in the open market and in block trades, in privately negotiated transactions or
otherwise, the sale at any time of all or a portion of the Common Stock now
owned or hereafter acquired by them to one or more purchasers, or the
distribution in kind at any time of all or a portion of the Common Stock now
owned or hereafter acquired by them.
Although there are currently no firm intentions or specific plans, outside
of those discussed above, with respect thereto, in the future, actions with
respect to the investment in the Issuer may include exploring with the
independent directors of the Issuer the possibility of, or seeking to influence
the independent directors of the Issuer with respect to, business strategies,
legal strategies, tax strategies, mergers, business combinations,
recapitalizations, sales of assets, negotiated or open-market stock repurchases
or other extraordinary corporate transactions. The Reporting Persons may in the
future consider a variety of different alternatives to achieving their goal of
maximizing shareholder value. However, it should not be assumed that the
Reporting Persons will take any of the foregoing actions. The Reporting Persons
reserve the right to participate, alone or with others, in plans, proposals or
transactions of a similar or different nature with respect to the Issuer.
<PAGE>
Except as set forth above, as of the date of this filing none of the
Reporting Persons has any plans or proposals which relate to or would result in
any of the actions set forth in parts (a) through (j) of Item 4. Such persons
may at any time reconsider and change their plans or proposals relating to the
foregoing.
ITEM 5. Interest in Securities of the Issuer
(a) Sass owns 71,300 shares of the Issuer's Common Stock, constituting
10.82% of all of the outstanding shares of Common Stock.
Lamle owns 48,600 shares of the Issuer's Common Stock, constituting
7.38% of all of the outstanding shares of Common Stock.
Kass, CPLP and CCMI in the aggregate beneficially own a total of
118,534 shares of Common Stock, constituting 17.99% of all of the outstanding
shares of Common Stock.
(b) See cover pages to this Schedule, Items (7) (9), (11) and (13) for
each Reporting Person, setting forth the aggregate number and percentage of the
shares of Common Stock beneficially owned by each Reporting Person, the number
of such shares as to which there is sole or shared power to vote or to direct
the vote, and sole or shared power to dispose or to direct the disposition.
Kass has power to vote or to direct the vote, and has power to dispose or to
direct disposition, with respect to 118,534 shares of Common Stock beneficially
owned by CPLP and the managed account clients of CCMI. See cover pages to this
Schedule Item (1) for each Reporting Person. Also see Item 2(c) above.
The aggregate percentage of shares of Common Stock reported owned by
each Reporting Person herein is based upon 658,750 shares outstanding, which is
the total number of shares of Common Stock outstanding as of May 6, 1999, as
reported by the Company in its quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on May 14, 1999.
(c) There have been no transactions by any of the Reporting Persons during
the past sixty (60) days:
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Letter from CREN Acquisition Co., LLC to the Board of Directors
of the Issuer
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: May 28, 1999
/s/ Martin D. Sass
_______________________________________
Martin D. Sass
/s/ Hugh R. Lamle
_______________________________________
Hugh R. Lamle
/s/ Walter Kass
_______________________________________
Walter Kass
CURATORS CAPITAL MANAGEMENT, INC.
/s/ Walter Kass
_______________________________________
By: Walter Kass
CURATORS PARTNERS, L.P.
/s/ Walter Kass
_______________________________________
By: Walter Kass
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Corporate Renaissance Group, Inc. dated May 28,
1999, is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: May 28, 1999
/s/ Martin D. Sass
_______________________________________
Martin D. Sass
/s/ Hugh R. Lamle
_______________________________________
Hugh R. Lamle
/s/ Walter Kass
_______________________________________
Walter Kass
CURATORS CAPITAL MANAGEMENT, INC.
/s/ Walter Kass
_______________________________________
By: Walter Kass
CURATORS PARTNERS, L.P.
/s/ Walter Kass
_______________________________________
By: Walter Kass
EXHIBIT B
March 25, 1999
The Board of Directors
Corporate Renaissance Group, Inc.
1185 Avenue of the Americas
New York, NY 10036-2699
Gentlemen:
This letter will set forth the offer pursuant to which CREN Acquisition
Co., Inc. ("Acquisition Co."), proposes to acquire all of the issued and
outstanding shares of Common Stock ("Common Stock") of Corporate Renaissance
Group, Inc. ("CREN").
Acquisition Co. will be a newly formed Delaware corporation whose
shareholders will be Martin D. Sass (CREN's Chairman, Chief Executive Officer
and a principal stockholder), Hugh R. Lamle (CREN's Executive Vice President and
a principal stockholder) and Walter Kass and his affiliates (a principal
stockholder of CREN).
Acquisition Co. hereby offers to acquire all of the issued and outstanding
Common Stock of CREN by a merger of CREN with and into Acquisition Co. or a
subsidiary of Acquisition Co. (the "Merger"). Upon completion of the Merger,
each share of Common Stock of CREN (other than those held by the stockholders of
Acquisition Co.) would be converted into the right to receive $8.00 in cash (the
"Purchase Price").
The Purchase Price represents a premium of approximately $1.25 per share or
18.5% to the closing market price of CREN Common Stock on March 24, 1999 of 6 _
and a premium of approximately $0.92 per share or 12.9% to the average of the
closing market prices for CREN Common Stock during the 20 trading days preceding
March 25, 1999. We further note that CREN Common Stock has always traded at a
discount to CREN's net asset value ("NAV"). Such discount was approximately
29.8% on March 24, 1999 and ranged from 21.3% to 30.6% during the 20 trading
days prior to March 25, 1999. The Purchase Price of $8.00 per share represents
a discount from NAV of approximately 16.8% at March 24, 1999 and a discount of
between 16.1% and 17.8% during the 20 trading days prior to March 25 1999.
After including the estimated proforma effect of operating expenses and the
merger transaction costs through June 30, 1999 on NAV ($0.43 per share), the
discount is 12.9% as of March 24, 1999.
Completion of the Merger will be subject to negotiation and execution of a
definitive purchase agreement containing customary representations, warranties,
convenants and conditions, receipt of all regulatory clearances, and the
approval of the Merger by holders of a majority of CREN's issued and outstanding
Common Stock.
We look forward to a prompt response to our proposal.
Very truly yours,
CREN ACQUISITION CO., LLC
By: /s/ Martin D. Sass
__________________________
Martin D. Sass
