SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
June 16, 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
No change.
ITEM 2. Identity and Background
No change.
ITEM 3. Source and Amount of Funds or Other Consideration
No change.
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 to acquire all of
the issued and outstanding Common Stock of the Issuer (other than those held
by the Reporting Persons) for the right to receive $8.00 in cash.
In a press release dated June 16, 1999 (attached as Exhibit B), it was
announced that the Reporting Persons withdrew the Proposal as not representing
adequate value to shareholders as compared to liquidation, in light of ongoing
changes in the company's portfolio values. The Reporting Persons recommended
the adoption by the Issuer of a plan of liquidation instead of its previously
submitted buyout bid. As a result of the withdrawal of the buy-out proposal, any
group among the Reporting Persons which may have been deemed to exist has been
terminated.
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
No change.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
No change.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Press Release dated June 16, 1999
<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: June 21, 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
FOR IMMEDIATE RELEASE
Contact: Fred M. Stone
Corporate Renaissance Group, Inc.
1185 Avenue of the Americas, 18th Floor
New York, New York 10036
Tel: 212-730-2000
Fax: 212-843-5949
Corporate Renaissance Group, Inc. Management Group Recommends Plan of
Liquidation, Withdraws Buyout Bid
New York, NY, June 16, 1999. The management group of Corporate Renaissance
Group, Inc. (NASDAQ-CREN) headed by Martin D. Sass and Hugh R. Lamle, which had
offered to acquire all outstanding shares of the company's common stock for $8
per share, today withdrew that bid as not representing adequate value to
shareholders, as compared to liquidation, in light of ongoing changes in the
company's portfolio values. The Sass group recommended the adoption by the
company of a plan of liquidation instead of its previously submitted buyout bid.
Last month, another shareholder offered to acquire the outstanding shares at a
price of $9 per share, subject to financing and due diligence conditions, and
the Sass group then stated that it was reconsidering its proposal in light of
the increase in the company's net asset value per share since making its bid.
The liquidation proposal recommended today by the Sass group has been submitted
to a special committee of independent directors, and would require board and
shareholder approval prior to implementation.
According to Mr. Sass, "In light of increase in net asset value and recent
and ongoing potential developments that could impact the company's non-public
holdings, we reached the conclusion that shareholders could receive higher value
through liquidation than a buyout. Even if there were qualified competing
bidders for the company, including the management group, current restructuring
activities affecting the company's portfolio holdings were complicating the due
diligence process and ultimately the cost and time-consumption of that process
were likely to result in bids below net liquidation value. The plan of
liquidation we are recommending contemplates withdrawal of the company's
registration with the Securities and Exchange Commission as a "business
development company" under the Investment Company Act of 1940 and withdrawal of
its NASDAQ listing, sale on the open market of remaining portfolio securities
which are freely-tradable, distribution of portfolio cash net of then
liquidation expenses to shareholders as of the record date of the plan, and
retention for purposes of liquidation of the company's privately-held positions
in restructured companies, i.e., Seaman Furniture and CVSI Acquisition Co. It
is anticipated that the remaining positions will be disposed of in the normal
course of the restructurings relating to them, after which the proceeds, less
final liquidation expenses, would be distributed. The company's net asset value
as of June 10, 1999, was $10.17 per share."
The above information contains, in addition to historical information,
forward-looking statements regarding CREN, which represent CREN's expectations
or beliefs including, but not limited to, statements concerning CREN's
operations, performance, financial condition, business strategies and other
information. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "estimate," or "continue"
or the negative or other variations thereof or comparable terminology are
intended to identify forward-looking statements. The statements by their nature
involve substantial risks and uncertainties, certain of which are beyond CREN's
control, and actual results may differ materially depending on a variety of
important factors, including those described herein and CREN's filings with the
Securities and Exchange Commission.
