<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Randers Group Incorporated
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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 transactions 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:
------------------------------------------------------------------------
<PAGE> 2
THE RANDERS GROUP INCORPORATED
_________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1996
_________________
TO THE SHAREHOLDERS OF THE RANDERS GROUP INCORPORATED:
THE ANNUAL MEETING OF SHAREHOLDERS OF THE RANDERS GROUP INCORPORATED
WILL BE HELD AT 10:00 A.M., LOCAL TIME, AT THE MUSKEGON HARBOR HOLIDAY INN, 939
THIRD STREET, MUSKEGON, MICHIGAN 49441, ON TUESDAY, APRIL 30, 1996, FOR THE
FOLLOWING PURPOSES:
1. TO ELECT FOUR NOMINEES TO THE BOARD OF DIRECTORS OF THE
COMPANY;
2. TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1996;
3. TO TRANSACT ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 8, 1996,
WILL BE ENTITLED TO VOTE AT THIS MEETING OR ANY ADJOURNMENT THEREOF.
INFORMATION RELATING TO THE MATTERS TO BE CONSIDERED AND VOTED ON AT THE ANNUAL
MEETING IS SET FORTH IN THE PROXY STATEMENT ACCOMPANYING THIS NOTICE.
BY ORDER OF THE BOARD OF DIRECTORS,
THOMAS J. MCENHILL, SECRETARY
APRIL 10, 1996
If you do not expect to attend the
meeting in person, please vote on the
matters to be considered at the meeting
by completing the enclosed Proxy and
mailing it promptly in the enclosed
envelope.
<PAGE> 3
The Randers Group Incorporated
570 Seminole Road
Norton Shores, Michigan 49444
(616) 733-0036
Proxy Statement
General Information and Voting
This Proxy Statement is furnished to shareholders of The Randers Group
Incorporated ("The Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held April 30, 1996, at 10:00 a.m., local time, at the
Muskegon Harbor Holiday Inn, 939 Third Street, Muskegon, Michigan 49441, or any
adjournment thereof.
If the accompanying proxy form is completed, signed, and returned to
the Company prior to April 30, 1996, and not revoked, the shares represented
thereby will be voted at the meeting in accordance with the directions given.
Regarding the election of Directors to serve until the 1997 Annual Meetings, in
voting by proxy, shareholders may vote in favor of all nominees or withhold
their votes as to all nominees or withhold their votes as to specific nominees.
With respect to the other proposals to be voted upon, share owners may vote in
favor of a proposal, against a proposal or may abstain from voting. Share
owners should specify their choices on the enclosed form of proxy. IF NO
SPECIFIC INSTRUCTIONS ARE GIVEN WITH RESPECT TO THE MATTERS TO BE ACTED UPON,
THE SHARES REPRESENTED BY A SIGNED PROXY WILL BE VOTED IN FAVOR OF (FOR) EACH
OF THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
Any proxy may be revoked at any time before it is voted by written
notice to the Secretary of the Company, or by receipt of a proxy properly
signed and dated subsequent to an earlier proxy, or by presentation in person
of a written revocation at the Annual Meeting. If not so revoked, the shares
represented by such proxy will be voted.
No rights of appraisal or similar rights of dissenters apply with
respect to any matter to be acted upon at the meeting.
The mailing of this Proxy Statement to shareholders of the Company
commenced on or about April 10, 1996. All expenses in connection with the
solicitation of proxies will be borne by the Company.
<PAGE> 4
SHAREHOLDERS ENTITLED TO VOTE AND
PRINCIPAL SHAREHOLDERS
Shareholders of record at the close of business on March 8, 1996, will
be entitled to vote at the Annual Meeting.
The total number of shares outstanding and entitled to vote at the
meeting as of March 8, 1996, consist of 14,115,682 shares of the Company's
$.0001 par value Common Stock. Each share of Common Stock is entitled to one
vote, and there is no cumulative voting. The presence in person or by proxy of
the holders of a majority of the shares of common stock entitled to vote at the
Annual Meeting constitutes a quorum for the transaction of business.
The following table sets forth, as of February 29, 1996, information
regarding the beneficial ownership of the Company's common stock by each person
known by the Company to own beneficially more than 5% of the Company's common
stock, and for each of the Company's directors, and all directors and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
Amount
Name and Address and Nature of Percent
of Beneficial of
Title of Class Beneficial Owner Ownership (1) Class
- --------------- ---------------------- ------------- -------
<S> <C> <C>
CERTAIN BENEFICIAL OWNERS
- -------------------------
Common Shares Thermo Electron Corporation
101 First Avenue
Waltham, Massachusetts
02254 1,680,000 (2) 11.6%
DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------
Common Shares Thomas R. Eurich 2,896,500 20.0%
1619 Brookwood
Muskegon, MI 49441
Michael J. Krivitzky 3,114,000 21.5%
1052 W. Randall
Muskegon, MI 49441
Thomas J. McEnhill 3,091,000 21.3%
454 Melody Lane
N. Muskegon, MI 49445
Bruce M. Bourdon 1,003,750 (3) 6.9%
5031 Lake Harbor
Muskegon, MI 49441
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------
Common Shares All directors and
executive officers as
a group (5 persons) 10,189,350 (4) 70.3%
</TABLE>
(1) For purposes of the foregoing table, a person shall be deemed to be
the beneficial owner of shares of the Company's common stock if that
person, directly or indirectly, has or shares with others: (a) the
power to vote or direct the voting of such securities; or (b)
investment power with respect to such securities, which includes the
power to dispose or direct the disposition of such securities.
Further, a person shall be deemed to be the beneficial owner of the
Company's common stock if that person has the right to acquire
beneficial ownership as set forth above within 60 days and as
otherwise provided in Rule 13d-3(d) (1).
(2) Includes 420,000 shares owned by Thermo Power Corporation, a 52% owned
subsidiary of Thermo Electron Corporation.
(3) Includes 300,000 shares which can be acquired within sixty days
through the exercise of stock options.
(4) Includes 374,000 shares which can be acquired within sixty days
through the exercise of stock options.
The Company is not aware of any arrangements, including any pledge by
any person, of the Company's common stock, the operation of which may at a
subsequent date result in a change in control of the Company.
There are no material proceedings to which any director, officer or
affiliate of the Company, and owner of record or beneficiary of more than five
percent (5%) of any class of voting securities of the Company, or any associate
of any such director, officer, affiliate of the Company, or security holder is
a party adverse to the Company or any of the subsidiaries or has a material
interest adverse to the Company or any of the subsidiaries.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock of the Company. Officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1995, all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten-percent beneficial owners were complied with.
<PAGE> 6
ELECTION OF DIRECTORS
Four directors are to be elected to hold office until the Annual
Meeting in 1997 or until their respective successors have been elected. All of
the nominees were elected by the shareholders on April 25, 1995, to serve as
Directors of the Company until the Annual Meeting of Shareholders in 1996.
Should any one or more of these nominees become unable to serve for
any reason, or for good cause, will not serve, which is not presently
anticipated, the Board of Directors may, unless the Board by resolution
provides for a lesser number of Directors, designate substitute nominees, in
which event the persons named in the enclosed proxy will vote for the election
of such substitute nominee or nominees.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote FOR the
proposal to elect the four nominees listed below to hold office until the 1997
Annual Meeting of Shareholders and until a successor is elected and qualified.
Proxies received by the Board of Directors will be so voted unless shareholders
specify a contrary choice in their proxy.
<TABLE>
<CAPTION>
Principal Occupation,
Directorship and/or
Nominee Age Office with the Company
- ---------------------- --- -----------------------------------
<S> <C> <C>
Thomas R. Eurich 49 Director and President of the
Company since its inception
in 1976.
Michael J. Krivitzky 50 Director, Senior Vice
President, and Treasurer of
the Company since its
inception in 1976.
Thomas J. McEnhill 47 Director and Vice President
of the Company since 1978 and
Secretary since 1987.
Bruce M. Bourdon 42 Director since 1987 and Vice
President of the Company
since 1985.
</TABLE>
The Company does not have any standing audit, nominating or
compensation committees of the Board of Directors. During the year ended
December 31, 1995, the Board of Directors of the Company held two meetings.
All directors were in attendance at each of the meetings.
<PAGE> 7
RELATIONSHIPS AND TRANSACTIONS
BETWEEN THE COMPANY AND ITS DIRECTORS
The Company has a development agreement with First Venture Associates
Limited Partnership (FVALP), an entity owned by four of the Company's
officers/directors. Under the terms of the agreement, the Company is to (1)
provide its services to complete all engineering, architectural and project
management work for all improvements to be erected on a parcel of land owned by
FVALP, (2) assist in the management, financing and marketing of the
development, and (3) shall lead, direct and manage the legal, real estate,
financing, accounting and administration of the project on behalf of the
developer. In exchange for its services, the Company is to receive design and
project management fees not-to-exceed 10% of the total cost of the project and
to share in 30% of the net development profits. The agreement terminates on
the earlier of the completion and sale of the development or December 31, 1998.
Other than interest earned on the notes receivable from FVALP, the
Company has deferred recognizing revenues, costs and profits associated with
FVALP until the Company has been reimbursed for all costs incurred. Amounts
collected from FVALP are treated as a reduction of the accounts and notes
receivable from FVALP.
Transactions with the affiliate over the last three years have been as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Services provided $ 69,178 $ 327,095 $ 93,663
Advances made 37,000 23,144 12,700
Interest earned 19,534 18,206 18,368
Amounts collected (161,528) (100,000) (589,022)
</TABLE>
In addition, the Company has $435,911 in notes receivable from FVALP
which bear interest at the prime rate. The accrued interest receivable was
$3,196 at December 31, 1995. Repayment terms are related to completion of the
planned real estate development. The notes are collateralized by 1,480,000
shares of common stock of The Randers Group Incorporated that is collectively
owned by the partners of FVALP and FVALP. Ownership of FVALP is composed of
the following individuals:
<TABLE>
<CAPTION>
Percent of
Directorship and/or Office Ownership
Name with the Registrant in FVALP
- -------------------------- -------------------------- ----------
<S> <C> <C>
Thomas R. Eurich Director and President 25%
Michael J. Krivitzky Director, Senior Vice
President and Treasurer 25%
Thomas J. McEnhill Director, Vice President
and Secretary 25%
Bruce M. Bourdon Director and Vice President 25%
</TABLE>
<PAGE> 8
COMPENSATION OF DIRECTORS
AND EXECUTIVE OFFICER
Summary Compensation Table
The following table sets forth the compensation of the chief executive
officer and the three most highly compensated executive officers of the Company
for services rendered in all capacities to the Company and its subsidiaries for
the last three years:
<TABLE>
<CAPTION>
Securities
Underlying
Other Annual Options/
Name/Capacity Served Year Salary Bonus Compensation SARs
- -------------------- ---------- ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Thomas R. Eurich 1995 $ 129,500 $ - $ 2,589 -
Director and President 1994 120,000 - 1,997 -
1993 110,000 - 1,501 -
Michael J. Krivitzky 1995 129,500 - 940 -
Director, Senior Vice 1994 120,000 - 908 -
President and Treasurer 1993 110,000 - 1,026 -
Thomas J. McEnhill 1995 129,500 - 2,550 -
Director, Vice President 1994 120,000 - 2,245 -
and Secretary 1993 110,000 - 1,780 -
Bruce M. Bourdon 1995 129,500 - 2,342 150,000
Director and Vice President 1994 120,000 - 4,691 -
1993 110,000 - 2,196 150,000
</TABLE>
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
% of Total
Options/SARs
Number of Securities Granted to Exercise or
Underlying Options/ Employees in Base Price Expiration
Name SARs Granted Fiscal Year ($/share) Date
- ---- -------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Bruce M. Bourdon 150,000 86.2% $.625(A) October 25,
2003
</TABLE>
(A) This option replaces an option granted on October 26, 1993, to
purchase 150,000 shares of the Company's $.0001 par common stock at $1.00 per
share.
401(k) Profit Sharing Plan
The Company has a 401(k) profit sharing plan covering all employees
who are 21 years of age and have one or more years of service with the Company.
Eligible employees may contribute a portion of their compensation to the plan
with a partial matching contribution by the Company as determined annually by
the Board of Directors. Currently the Company matches 50% of an employee's
contribution up to a maximum of $500. The plan also provides that the Company
may make a profit sharing contribution if approved by the Board of Directors.
Amounts contributed by the employees and the Company's contributions, are
included in the preceding summary compensation table. A profit sharing
contribution of $15,000 was approved for 1993. No profit sharing contribution
was approved for 1995 or 1994.
<PAGE> 9
Flexible Compensation Plan
The Company has a flexible compensation plan which covers full time
employees who have completed 90 days of service. Eligible employees may elect
to reduce their compensation in exchange for which the Company will pay for
certain health and/or dependent care benefits. Amounts by which employees have
reduced their compensation in exchange for the benefit received are included as
salary in the preceding summary compensation table.
Stock Option Plan
The Company has a Stock Option Plan which provides for the grant of
options to employees of the Company and its subsidiaries. The Plan, which is
administered by a committee appointed by the Board of Directors, provides that
options to purchase a total of 1,000,000 shares of the Company's $.0001 par
value common stock may be granted to eligible employees. Each option agreement
must specify the number of shares to which it applies, the option price, the
time within which the option shares may be acquired, the manner of payment and
the conditions that shall terminate the rights of the optionee. The terms of
any option granted under the Plan must specify whether such option shall
qualify as an incentive stock option under Section 422A of the Internal Revenue
Code or shall be treated as non-statutory, non-tax qualified stock options.
The Plan provides that the Board of Directors, at its sole discretion, may
modify, revise or terminate the Plan at any time, provided that it may not
materially increase the benefits of participants or change the number of shares
which may be issued under the Plan without the approval of a majority of the
shareholders.
There were no additional options granted during 1995, to any of the
executive officers named in the summary compensation table. However, during
1995, options covering 174,000 shares were rewritten changing the exercise
price to $.625 per share. The options were previously exercisable at $1.00
(150,000 shares) and $.75 (24,000 shares).
The following table sets forth information concerning the year end
value of unexercised stock options for all executive officers named in the
summary compensation table who have unexercised stock options under the
Company's plan.
<TABLE>
<CAPTION>
Value of
Unexercised
Number of In-The-
Shares Unexercised Money Options
Acquired Options At Year End
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- ---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Bruce M. Bourdon - - (A) 300,000 $ -0-
</TABLE>
(A) Number of shares under option which could be exercised as of December 31,
1995.
<PAGE> 10
Compensation of Directors
No directors of the Company receive any compensation for their
services as directors. The Company is not subject to any arrangements or
agreements whereby it is required to provide compensation to its directors.
Employment Contracts and Termination of Employment and Change of Control
Arrangement
The Company does not have any long-term employment contracts with any
executive officer.
The Company has not entered into any compensation plan or arrangement
with respect to any director or executive officer which will result in lump sum
or installment payments of more than $60,000 upon the resignation, retirement or
any other termination of such individual's employment with the Company or from a
change in control of the Company or a change in the individual's
responsibilities following a change in control.
<PAGE> 11
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to the approval by the stockholders, the Board of Directors has selected
the firm of BDO Seidman, LLP, independent certified public accountants, as
auditors of the Company for the year ending December 31, 1996. Representatives
of BDO Seidman, LLP are expected to be present at the Annual Meeting. They will
have an opportunity to make a statement if they desire to do so and will also be
available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR"
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
OTHER MATTERS
The Board of Directors knows of no other business which will be present at the
Annual Meeting other than as explained herein. However, if any other matters
properly come before the meeting, the persons named in the enclosed Proxy will
take action, and vote Proxies, in accordance with their judgment on such
matters.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 Annual Meeting of
Stockholders must be received by the Company at its principal offices not later
than November 30, 1996, for inclusion in the Proxy Statement for that Meeting.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995, BY WRITING TO THE RANDERS GROUP INCORPORATED,
INVESTOR RELATIONS, 570 SEMINOLE ROAD, NORTON SHORES, MI 49444.
By Order of the Board of Directors,
Thomas J. McEnhill, Secretary
<PAGE> 12
THE RANDERS GROUP INCORPORATED
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
APRIL 30, 1996
If you do not expect to attend the
meeting in person, please vote on the
matters to be considered at the meeting
by completing the reverse side of this
Proxy and mailing it promptly in the
enclosed envelope.
The Randers Group Incorporated
VOTING INSTRUCTIONS - Mark your vote (For, Against, or Abstain) in the box at
the right of each proposal.
If this proxy form is signed and dated, but no specific voting instructions
are indicated, the shares will be voted for all proposals.
DIRECTORS RECOMMENDATION - The Board of Directors recommend a vote for
Proposals 1, 2, and 3.
<TABLE>
<S> <C> <C> <C>
PROPOSAL 1 - Election of Nominees to the Board of Directors For Against Abstain
Bruce M. Bourdon / / / / / /
Thomas R. Eurich / / / / / /
Michael J. Krivitzky / / / / / /
Thomas J. McEnhill / / / / / /
PROPOSAL 2 - Appointment of BDO Seidman as Independent Auditors / / / / / /
PROPOSAL 3 - Other Business which may come before the meeting / / / / / /
</TABLE>
IMPORTANT: SIGN AND DATE THE COMPLETED FORM BELOW. FAILURE TO DO SO WILL RESULT
IN YOUR VOTE BEING DECLARED INVALID.
- ----------------------------------------- ------------------
Signature Date
- -----------------------------------------
Signature if held jointly
